Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549     FORM 8-K     CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2025     M&T BANK CORPORATION (Exact name of registrant as specified in its charter)     New York (State or other jurisdiction of incorporation)   1-9861   16-0968385 (Commission File Number)   (I.R.S. Employer Identification No.)   One M&T Plaza , Buffalo , New York   14203 (Address of principal executive offices)   (Zip Code) Registrant’s telephone number, including area code: (716) 635-4000     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:   Title of Each Class   Trading Symbols   Name of Each Exchange on Which Registered Common Stock, $.50 par value   MTB   New York Stock Exchange Perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series H   MTBPrH   New York Stock Exchange Perpetual Fixed Rate Non-Cumulative Preferred Stock Series J   MTBPrJ   New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐       Item 8.01. Other Events. On June 17, 2025, M&T Bank Corporation (“M&T”) closed the public offering of $750,000,000 aggregate principal amount of its 5.179% Fixed Rate/Floating Rate Senior Medium-Term Notes, Series A due July 8, 2031 (the “Senior Notes”). The Senior Notes have been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3 (File No. 333-274646) filed by M&T with the Securities and Exchange Commission (the “Registration Statement”). The legal opinion of Squire Patton Boggs (US) LLP, as counsel to M&T, regarding the issuance and sale of the Senior Notes, is filed with this Current Report on Form 8-K and shall be incorporated by reference into the Registration Statement.   Item 9.01. Financial Statements and Exhibits. (d) Exhibits.   Exhibit No.    Description of Exhibit  5.1    Opinion of Squire Patton Boggs (US) LLP as to the validity of the Senior Notes. 23.1    Consent of Squire Patton Boggs (US) LLP (included in Exhibit 5.1). 104    The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.       M&T Bank Corporation Date: June 17, 2025           By:   /s/ Daryl N. Bible     Name:   Daryl N. Bible     Title:   Senior Executive Vice President and Chief Financial Officer