DEF 14A of M&T Bank Corp, Mar 10, 2026

DEF 14A of M&T Bank Corp

Filed Mar 10, 2026 · FY20250001193125-26-099298

Open on EDGAR

  1. Proposal 1—Election of Directors

    Proposal 1—Election of Directors M&T aims to maintain a highly engaged Board with balanced tenure and substantive expertise that has a diversity of skills and backgrounds necessary to effectively oversee our management team and serve the long-term interests of our company and shareholders. We are asking our shareholders to elect 12 director nominees at the Annual Meeting to hold office until the 2027 Annual Meeting of Shareholders and until their successors have been duly elected and qualified. Each nominee is elected annually by the affirmative vote of the majority of votes cast.

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | Name | Age(1) | Board Tenure(2) | Independent | Professional Background | | John P. Barnes | 70 | 4 years | ✓ | Former Chairman and CEO of People’s United Financial, Inc. | | Carlton J. Charles | 67 | 3 years | ✓ | Senior Vice President of Treasury and Risk Management, Hearst | | Jane Chwick | 63 | 4 years | ✓ | Former Partner and Co-COO of the Technology Division at Goldman Sachs | | William F. Cruger, Jr. | 67 | 4 years | ✓ | Former Vice Chairman of Investment Banking at J.P. Morgan Chase & Co. | | Leslie V. Godridge | 70 | 5 years | ✓ | Former Vice Chair and Co-Head of Corporate and Commercial Banking for US Bancorp | | René F. Jones | 61 | 8 years | | Chairman and CEO of M&T and M&T Bank | | Richard H. Ledgett, Jr. | 68 | 8 years | ✓ | Former Deputy Director and COO of the National Security Agency | | Melinda R. Rich | 68 | 17 years | ✓ | Chairman of Rich Products Corporation | | Denis J. Salamone | 72 | 10 years | ✓ | Former Chairman and CEO of Hudson City Bancorp, Inc. and Hudson City Savings Bank | | Rudina Seseri | 48 | 5 years | ✓ | Founder and Managing Partner of Glasswing Ventures, LLC | | Kirk W. Walters | 70 | 4 years | ✓ | Former Senior Executive Vice President of People’s United Financial, Inc. | | Herbert L. Washington | 75 | 30 years | ✓ | President of H.L.W. Fast Track, Inc. |

  4. Director Nominees

    | (1) As of March 10, 2026. |

  5. Director Nominees

    | (2) As of the 2026 Annual Meeting (April 21, 2026). |

  6. Director Nominees

    | 3 | |

  7. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Upon the recommendation of the N&G Committee, the Board recommends the following 12 persons for election as directors of M&T, to hold office until the 2027 Annual Meeting of Shareholders and until their successors have been duly elected and qualified. Each nominee’s business experience, including current occupation, occupation held at any time during the past five years, current public company directorships, and public company directorships held at any time during the past five years are provided. Additionally, the experience, qualifications and skills, including education, of each nominee are listed. The information with respect to each nominee is as of March 1, 2026. The information contained in this proxy statement concerning the nominees is based upon statements made or confirmed to M&T by or on behalf of such nominees, except to the extent certain information is contained in M&T’s records. Two current directors, Mr. Gary N. Geisel and Mr. Robert E. Sadler, Jr., are not nominees and their terms will end at the Annual Meeting. The Board would like to thank Mr. Geisel and Mr. Sadler for their decades of service and valuable contributions to M&T and the Board. The size of the Board will be reduced and fixed at 12 directors effective as of the Annual Meeting. Mr. Geisel currently serves as the non-executive Vice Chairman of the Board and lead independent director. Mr. Sadler currently serves as Chair of the Risk Committee and Chair of the Executive Committee. By or on the date of the Annual Meeting, the Board will appoint a new non-executive Vice Chairman of the Board and lead independent director, and new Chairs of the Risk Committee and Executive Committee, pursuant to its director succession planning and committee appointment process. The Board believes that the experience, qualifications and skills of each of the director nominees contributes to an effective and well-functioning board providing oversight of M&T’s business and management.

  8. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE 12 NOMINEES.

  9. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE

    | 9 | |

  10. NOMINEES FOR DIRECTOR

    NOMINEES FOR DIRECTOR

  11. NOMINEES FOR DIRECTOR

    | JOHN P. BARNES | | | Executive Committee Member Risk Committee Member Director since 2022 | Mr. Barnes, age 70, is the former Chairman of the Board and Chief Executive Officer of People’s United Financial, Inc. (“People’s United”). He served as Chief Executive Officer of People’s United from July 2010 until April 2022, when he joined the M&T Board upon the closing of M&T’s acquisition of People’s United. He also previously served as Senior Executive Vice President and Chief Administrative Officer of People’s United following its acquisition of Chittenden Corporation in early 2008. He previously served as an Executive Vice President and in multiple other positions at Chittenden Corporation, including heading the Credit Policy and Administration Division. Mr. Barnes is a member of the Risk Committee of the Board. He is also a director of M&T’s subsidiary, M&T Bank, a member of its Risk Committee and Executive Committee. Experience, Skills and Qualifications Mr. Barnes brings extensive banking and finance knowledge, having worked in the financial services industry since 1983, when he joined Chittenden Corporation after five years with the Federal Deposit Insurance Corporation in Boston. He brings exceptional executive and management experience gained through his leadership roles at multiple financial institutions. Mr. Barnes is a graduate of Northeastern University and received a Master of Business Administration from the University of Vermont. | | CARLTON J. CHARLES | | | Nomination and Governance Committee Member Risk Committee Member Director since 2023 | Mr. Charles, age 67, is the Senior Vice President of Treasury and Risk Management at Hearst, a leading global, diversified information, services and media company with operations in 40 countries. Prior to joining Hearst, he was Senior Vice President and Chief Operational Risk Officer at Moody’s Corporation. Mr. Charles also serves as the Chair of Level Up Ventures, a venture capital unit within Hearst focused on founders experiencing barriers to accessing capital. He is a member of the Hearst Board of Directors. Mr. Charles also serves on the board of Urban Arts, a non-profit that teaches video game design to kids in high school, creating pathways to college and career. Mr. Charles is also on the board of a newly formed non-profit called the Bronx Community Enterprise Accelerator which helps small businesses in the Bronx by providing capital and access to advisors/mentors to foster their growth. He is a member of the Executive Leadership Council and a governance fellow and certified director from the National Association of Corporate Directors. He is a member of the Risk and Nomination and Governance Committees of the Board. He is also a director of M&T’s subsidiary, M&T Bank and a member of its Risk Committee. Experience, Skills and Qualifications Mr. Charles brings extensive experience and knowledge in corporate finance, risk management, cybersecurity, retail and consumer operations, and corporate governance. He holds a Bachelor of Science in Quantitative Economics and a Master of Public Policy from the State University of New York at Stony Brook and a Master of Business Administration with a concentration in Finance from the University of Chicago (Booth) School of Business. |

  12. NOMINEES FOR DIRECTOR

    | | 10 |

  13. NOMINEES FOR DIRECTOR

    | JANE CHWICK | | | Audit Committee Member Director since 2022 | Ms. Chwick, age 63, served as a director of People’s United from 2017 until April 2022, when she joined the M&T Board upon the closing of M&T’s acquisition of People’s United. She previously served as a partner at Goldman Sachs where she had a 30-year career in technology, including most recently as the Co-Chief Operating Officer of the Technology Division. As Co-Chief Operating Officer, Ms. Chwick was responsible for financial business planning, setting the technical strategy and management of an 8,000-person organization within the firm. While at Goldman Sachs, she also served as a member of many governance committees, including the firm’s Finance Committee, the firm-wide New Activity Committee and the Technology Risk Committee, and she was Co-Chair of the Technology Division Operating Committee. Ms. Chwick was also the Co-founder and Co-CEO of Trewtec, Inc., providing corporate directors, chief executive officers and chief technology officers with the information to improve their oversight of a company’s technology division. She is a director of Voya Financial (NYSE: VOYA) and MarketAxess Holdings Inc. (NASDAQ: MKTX). At Voya Financial, she is Chair of the Technology Committee, a member of the Risk Committee, and a member of the Nominating, Governance and Social Responsibility Committee. At MarketAxess, she is Chair of the Risk Committee and a member of the Nominating and Governance Committee. Ms. Chwick is a member of the Audit Committee of the Board. She is also a director of M&T’s subsidiary, M&T Bank, and a member of its Examining Committee. Experience, Skills and Qualifications Ms. Chwick brings extensive technology experience, gained in a global financial services firm, combined with strategic perspective and in-depth knowledge of the financial services industry. She holds an undergraduate degree in Mathematics from Queens College, and a Master of Business Administration with a concentration in quantitative analysis from St. John’s University. | | WILLIAM F. CRUGER, JR. | | | Audit Committee Member Compensation and Human Capital Committee Chair Executive Committee Member Director since 2022 | Mr. Cruger, age 67, served as a director of People’s United from 2014 until April 2022, when he joined the M&T Board upon the closing of M&T’s acquisition of People’s United. Mr. Cruger served as Vice Chairman of Investment Banking at J.P. Morgan Chase & Co., a leading global financial services firm, until August 2013. His responsibilities included senior client relationship management and transaction leadership with a primary focus on financial institutions, among other sectors. He was Managing Director, Financial Institutions Group at J.P. Morgan Chase & Co. from 1996 until 2011 when he was elevated to the position of Vice Chairman. Mr. Cruger also ran the firm’s investment banking practices in Japan from 1991 to 1996, in Latin America from 1989 to 1991, and in Emerging Asia from 1984 to 1988. He is a director of MarketAxess Holdings Inc. (NASDAQ: MKTX), serving as Chair of the Nominating and Governance Committee and a member of the Audit and Finance Committees, and of Virtu Financial, Inc. (NASDAQ: VIRT), serving as Chair of the Audit Committee and a member of the Risk Committee. Mr. Cruger has also previously served as a director of Archipelago, Capital IQ and Credittrade. He is the Chair of the Compensation and Human Capital Committee of the Board and a member of the Audit Committee of the Board. Mr. Cruger is also a director of M&T’s subsidiary, M&T Bank, and a member of its Examining Committee. Experience, Skills and Qualifications Mr. Cruger has diverse experience in investment banking at a global financial services firm and extensive knowledge of financial institutions and financial markets. His leadership roles as a director of other financial services firms and his international business experience bring critical skills and strategic insight to the Board. Mr. Cruger holds a Bachelor of Arts from Clark University and a Master of Business Administration from Columbia University. |

  14. NOMINEES FOR DIRECTOR

    | 11 | |

  15. NOMINEES FOR DIRECTOR

    | LESLIE V. GODRIDGE | | | Nomination and Governance Committee Member Risk Committee Member Director since 2020 | Ms. Godridge, age 70, served as Vice Chair and Co-Head of Corporate, Commercial, Commercial Real Estate, Capital Markets, Equipment Leasing & Treasury Management for U.S. Bancorp, a member of the Managing Committee, Asset-Liability Committee, Risk Committee, Executive Credit Management Committee and Strategic Investment Committee, and on the boards of the U.S. Bank Foundation and U.S. Bank N.A., roles she held from 2016 until her retirement in 2020. She joined U.S. Bancorp in 2007 as Executive Vice President and Head of National Corporate, Institutional, Special Industries and Global Treasury Management. Previously, Ms. Godridge worked for The Bank of New York for 25 years as a Senior Executive Vice President in a variety of senior managerial roles in Corporate, Special & Financial Institutions, culminating as Combined Head of Consumer, Commercial, Private Banking and Asset Management. She was a member of the Executive, ALCO, and Credit Risk Committees and headed the CRA and Fiduciary Committees. Ms. Godridge was recognized for 13 of 14 years from 2005 to 2019 on the American Banker’s list of the Most Powerful Women in Banking. She is a director and Audit Committee member of National Integrity Life Insurance Co. and of Gerber Life Insurance Company, subsidiaries of Western Southern Financial Company. Ms. Godridge served as a Trustee and the Treasurer of the Museum of the City of New York for 18 years, and is now Trustee Emerita. She is a director of the Redwood Library & Athenaeum in Newport, RI and a corporator of the Newport Hospital affiliated with the Brown University Medical System also in Newport. Ms. Godridge is a member of the Risk Committee as well as the Nomination and Governance Committee of the Board. She is also a director of M&T’s subsidiary, M&T Bank, a member of its Risk Committee and Chair of its Trust and Investment Committee. In addition, Ms. Godridge is an Advisory Member of the Trust and Investment Committees of Wilmington Trust, N.A., a subsidiary of M&T, and of Wilmington Trust Company, a subsidiary of M&T Bank. Experience, Skills and Qualifications Ms. Godridge brings extensive banking, risk and finance knowledge in the corporate, institutional, consumer and investment businesses with nearly 40 years of experience in the banking industry. She also brings exceptional executive and management experience gained through her senior executive positions at financial institutions. Ms. Godridge holds a Bachelor of Arts from Smith College and a Master of Business Administration from New York University Stern School of Business. | | RENÉ F. JONES | | | Chief Executive Officer and Chairman of the Board Executive Committee Member Director since 2017 | Mr. Jones, age 61, has been Chairman of the Board and Chief Executive Officer of M&T and of M&T Bank since December 2017. Mr. Jones served as an Executive Vice President of M&T from 2006 to 2017, served as Chief Financial Officer of M&T and M&T Bank from 2005 to 2016 and as a Vice Chairman of M&T Bank from 2014 to 2017. He is a director of the Federal Reserve Bank of New York and Chair of its Audit and Risk Committee and a member of its Management and Budget Committee. Mr. Jones also serves as a director and a member of the Audit Committee of ACV Auctions Inc. (NASDAQ: ACVA). He is Chairman of the Bank Policy Institute after previously serving as Vice Chair. Mr. Jones is a steward for the Council for Inclusive Capitalism, a member of the Board of Trustees of Boston College, a member of the UB Council of the State University of New York at Buffalo, and a member of the Pan-Massachusetts Challenge, Inc., a nonprofit that raises money for adult and pediatric cancer treatment and research. Mr. Jones is a member of the Executive Committees of M&T and M&T Bank. Experience, Skills and Qualifications Mr. Jones joined M&T Bank in 1992 as an Executive Associate and has 30 years of experience in banking. He has served M&T Bank in numerous executive and managerial positions in the Finance, Wealth and Institutional Services, Human Resources, Consumer Lending, Mortgage, and Treasury Divisions which have provided him with valuable institutional knowledge. Mr. Jones holds a Bachelor of Science in Management Science from Boston College and a Master of Business Administration with concentrations in Finance, Organization and Markets from the University of Rochester Simon School of Business. |

  16. NOMINEES FOR DIRECTOR

    | | 12 |

  17. NOMINEES FOR DIRECTOR

    | RICHARD H. LEDGETT, JR. | | | Risk Committee Member Director since 2017 | Mr. Ledgett, age 68, is a private consultant. He served as Deputy Director and Chief Operating Officer of the National Security Agency (“NSA”), the largest intelligence organization in the U.S., from January 2014 until his retirement in April 2017, and worked for the NSA for 29 years. Mr. Ledgett was Chair of the Board of Trustees of the Institute for Defense Analyses, a member of a cyber advisory board of Beazley PLC, as well as a director of Elbit Systems of America. He has served as an instructor and course developer at the National Cryptologic School within the NSA in Washington, D.C. and as an adjunct faculty member at the National Intelligence University in Washington, D.C. Mr. Ledgett is a member of the Risk Committee of the Board. He is also a director of M&T’s subsidiary, M&T Bank, and a member of its Risk Committee. Experience, Skills and Qualifications Mr. Ledgett brings four decades of specialty expertise in the areas of intelligence, cybersecurity and cyber operations. He holds a Bachelor of Science in Psychology from the State University of New York at Albany and a Master of Science in Strategic Intelligence from the Defense Intelligence College. | | MELINDA R. RICH | | | Executive Committee Member Nomination and Governance Committee Chair Director since 2009 | Ms. Rich, age 68, is the Chairman of Rich Holdings Inc., the holding company for international food manufacturer Rich Products Corporation, headquartered in Buffalo, New York, and all Rich family business enterprises worldwide. Prior to her appointment as Chairman in August 2022, Ms. Rich had served as Vice Chairman of Rich Products Corporation since 2006. She is Chair of Rich Products Corporation’s Executive Committee and Governance Committee and a member of its Finance and Audit Committee and Compensation and Organization Committee. Ms. Rich is also Chairman of Rich Entertainment Group, which consists of various businesses in the sports, entertainment and restaurant industries. Ms. Rich is a director and member of the Compensation Committee of Weber Inc., a leading manufacturer of outdoor grills and related products, and a director of Grove Entertainment, a production company in New York City. She serves as an Advisor of BDT & MSD Partners in Chicago, Illinois, and as a member of the Cleveland Clinic Board of Directors and Cleveland Clinic Technology Committee in Cleveland, Ohio. Ms. Rich is also a director of several charitable foundations, including Rich Family Foundation, DreamCatcher Foundation, Inc. and Cleveland Rock and Roll, Inc./Rock & Roll Hall of Fame. She is a former director of Wm. Wrigley, Jr. Company. Ms. Rich is a member of the Executive Committee and Chair of the Nomination and Governance Committee of the Board. She is also a director of M&T’s subsidiary, M&T Bank, and a member of its Executive Committee. Experience, Skills and Qualifications Ms. Rich brings considerable knowledge of executive compensation matters, leadership roles and service to civic and community organizations. She provides a valuable international perspective on public policy, societal and economic issues. Ms. Rich holds a Bachelor of Arts in Psychology and Business from the University of Colorado. She received an Honorary Doctor of Humane Letters from the Culinary Institute of America, an Honorary Doctor of Law from D’Youville College and Honorary Doctorate of Humane Letters from Canisius College. |

  18. NOMINEES FOR DIRECTOR

    | 13 | |

  19. NOMINEES FOR DIRECTOR

    | DENIS J. SALAMONE | | | Audit Committee Chair Executive Committee Member Director since 2015 | Mr. Salamone, age 72, joined the Board upon the closing of M&T’s acquisition of Hudson City Bancorp, Inc. and Hudson City Savings Bank (“Hudson City”) in 2015. He served as Chairman and Chief Executive Officer of Hudson City from September 2014 until November 2015. Mr. Salamone joined Hudson City in 2001 as Senior Executive Vice President and served on its Board of Directors. Between 2002 and 2014, he held several senior executive positions at Hudson City, including President and Chief Operating Officer. Prior to joining Hudson City, Mr. Salamone was an accountant with PricewaterhouseCoopers LLP for 26 years, 16 years as a partner where he served as the Global Financial Services leader for Audit and Business Advisory Services. He is a member of the American Institute of CPAs and a member of the New York State Society of CPAs. Mr. Salamone serves as Chairman of the Board of Trustees for St. Francis College in Brooklyn Heights, New York, as a trustee of the Ridgewood, New Jersey YMCA, and Vice Chair of the Board of Trustees and Chair of the Audit and Risk Committees of Valley Health System of Ridgewood, New Jersey. He is the Chair of the Audit Committee of the Board. Mr. Salamone is also a director of M&T’s subsidiary, M&T Bank, the Chair of its Examining Committee and a member of its Executive Committee. Experience, Skills and Qualifications Mr. Salamone has more than 40 years of experience in the financial services industry and brings significant accounting skills and knowledge of financial reporting and risk management. He holds a Bachelor of Science in Accounting from St. Francis College. | | RUDINA SESERI | | | Compensation and Human Capital Committee Member Director since 2020 | Ms. Seseri, age 48, is the Founder and Managing Partner of Glasswing Ventures, LLC, an early-stage venture capital firm that invests in artificial intelligence and frontier technology companies that provide solutions in the enterprise and cybersecurity markets. Prior to founding Glasswing Ventures in 2015, she was a partner at Fairhaven Capital, a technology venture capital firm, from 2010 to 2015 after serving as an associate since 2007. Ms. Seseri previously served as a Senior Manager in the Corporate Development Group at Microsoft Corporation, where she was responsible for leading acquisitions and investments in companies of strategic importance, and as an investment banker in the Technology Group at Credit Suisse Group AG, leading public market transactions. She was appointed by the Dean of Harvard Business School as an Executive Fellow in 2022, having previously served as Entrepreneur in Residence in the Rock Center at Harvard Business School since 2013. Ms. Seseri serves as a director of MSC Industrial Direct Co., Inc. (NYSE: MSM) and as a member of its Compensation Committee and of its Nominating and Corporate Governance Committee. She also serves on the boards of several private startup companies. Ms. Seseri is a member of the Compensation and Human Capital Committee of the Board. She is also a director of M&T’s subsidiary, M&T Bank, and a member of its Trust and Investment Committee. In addition, she is an advisory member of the Trust and Investment Committees of Wilmington Trust, N.A., a subsidiary of M&T and of Wilmington Trust Company, a subsidiary of M&T Bank. Experience, Skills and Qualifications Ms. Seseri brings nearly 20 years of investing and transactional experience, including in building successful technology companies in innovative fields such as artificial intelligence, machine learning, enterprise software, and digital marketing technologies. She has significant knowledge in areas of technology, digital innovation, consumer solutions and strategic planning. Ms. Seseri holds a Bachelor of Arts from Wellesley College and a Master of Business Administration from Harvard Business School. |

  20. NOMINEES FOR DIRECTOR

    | | 14 |

  21. NOMINEES FOR DIRECTOR

    | KIRK W. WALTERS | | | Risk Committee Member Director since 2022 | Mr. Walters, age 70, previously served as Senior Executive Vice President of Corporate Development and Strategic Planning as well as a director of People’s United. He joined the M&T Board upon the closing of M&T’s acquisition of People’s United in April 2022. In addition, from 2011 to 2014, Mr. Walters served as Chief Financial Officer of People’s United. Prior to joining People’s United, he was a Senior Executive Vice President and a director of Santander Holdings USA, Inc. Previously Mr. Walters held various senior executive positions with Chittenden Corporation from 1996 to 2008; Northeast Federal Corporation (including Chairman, President and Chief Executive Officer) from 1989 to 1995; and CalFed, Inc. from 1984 to 1989. He began his career with Coopers & Lybrand and is a member of the California Society of CPAs. Mr. Walters is also actively involved in several philanthropic activities among which are AngelFlight and ImproveCareNow. Mr. Walters is a member of the Risk Committee of the Board. He is also a director of M&T’s subsidiary, M&T Bank. Experience, Skills and Qualifications Mr. Walters brings substantial banking and financial services industry expertise. He has extensive executive and management experience gained through his leadership roles at various financial institutions. Mr. Walters holds a Bachelor of Science in Accounting from the University of Southern California. | | HERBERT L. WASHINGTON | | | Audit Committee Member Compensation and Human Capital Committee Member Director since 1996 | Mr. Washington, age 75, is President of H.L.W. Fast Track, Inc., a fast-food restaurant enterprise located in Youngstown, Ohio, which owned and operated McDonald’s franchises in Ohio, Pennsylvania and New York from 1980 to 2022. He is a director of the Youngstown, Ohio Chamber of Commerce and of the Big Ten Athletic Advisory Committee. Mr. Washington was appointed as a director of the Federal Reserve Bank of New York for a three-year term in 1993. He served as Chairman of the Federal Reserve Bank of New York, Buffalo Branch Board from 1992 to 1993. Mr. Washington is a member of the Audit Committee and Compensation and Human Capital Committee of the Board. He is also a director of M&T’s subsidiary, M&T Bank, and a member of its Examining Committee. Experience, Skills and Qualifications Mr. Washington brings extensive business acumen, valuable entrepreneurial skills as well as human capital, corporate governance and financial regulation experience. He holds a Bachelor of Arts in Education from Michigan State University. |

  22. NOMINEES FOR DIRECTOR

    | 15 | |

  23. Director Compensation

    Director Compensation The compensation program for our non-employee directors aims to compensate directors in a competitive range compared to peer financial institutions, commensurate with the significant amount of time, effort and expertise required to fulfill director duties. The program also aims to align the interests of our directors with M&T’s shareholders through the award of an annual Board equity retainer. The director compensation structure provides annual compensation to directors approximately 50 percent in equity and 50 percent in cash (depending upon committee participation) through an annual Board equity retainer and an annual Board cash retainer, as well as annual committee cash retainers for service on Board committees. There are no per meeting fees. Equity Award. The annual Board equity retainer component is granted in the form of restricted stock units having a grant date fair value of $150,000 for the lead independent director and $145,000 for each other non-employee director. For 2025, the restricted stock units were awarded in April 2025, vest on the one-year anniversary of the grant date, and have such other terms as provided in a Directors’ Restricted Stock Unit Award Agreement and under the Equity Plan. Cash Fees. Under the annual Board cash retainer component, a cash retainer of $115,000 is paid to the lead independent director and a cash retainer of $100,000 is paid to each other non-employee director. Committee Fees. The following annual cash retainers are also paid to the members of the committees of the Board:

  24. Director Compensation

    | • | An annual cash retainer of $50,000 is paid to the Chair of the Audit Committee, and an annual cash retainer of $20,000 is paid to each other member of the Audit Committee. |

  25. Director Compensation

    | • | An annual cash retainer of $30,000 is paid to the Chair of the C&HC Committee and an annual cash retainer of $15,000 is paid to each other member of the C&HC Committee. |

  26. Director Compensation

    | • | An annual cash retainer of $25,000 is paid to the Chair of the Executive Committee, and an annual cash retainer of $15,000 is paid to each other member of the Executive Committee (including directors who serve on the Executive Committee of M&T’s principal banking subsidiary, M&T Bank). |

  27. Director Compensation

    | • | An annual cash retainer of $25,000 is paid to the Chair of the N&G Committee and an annual cash retainer of $15,000 is paid to each other member of the N&G Committee. |

  28. Director Compensation

    | • | An annual cash retainer of $60,000 is paid to the Chair of the Risk Committee and an annual cash retainer of $30,000 is paid to each other member of the Risk Committee. |

  29. Director Compensation

    In addition, directors who also serve as members of M&T Bank’s Trust and Investment Committee are paid an annual cash retainer of $12,000, with the Chair paid an annual cash retainer of $15,000. The annual Board and committee cash retainers are paid in quarterly installments, with quarterly payments paid in arrears at the beginning of each calendar quarter for service during the prior quarter. Directors who are salaried officers of M&T or its subsidiaries do not receive any compensation for their service as directors or on any committees.

  30. Director Compensation

    | | 28 |

  31. Director Compensation

    The following table sets forth the compensation of directors (who are not salaried officers of M&T or its subsidiaries) for fiscal year 2025.

  32. 2025 Director Compensation Table

    2025 Director Compensation Table

  33. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | All Other Compensation ($) | Total ($) | | John P. Barnes | 142,500.00 | 145,144.80 | — | 287,644.80 | | Robert T. Brady(4) | 30,000.00 | — | — | 30,000.00 | | Carlton J. Charles | 142,500.00 | 145,144.80 | — | 287,644.80 | | Jane Chwick | 117,500.00 | 145,144.80 | — | 262,644.80 | | William F. Cruger, Jr. | 150,000.00 | 145,144.80 | — | 295,144.80 | | T. Jefferson Cunningham III(4) | 27,500.00 | 5,031.00 | — | 32,531.00 | | Gary N. Geisel | 145,000.00 | 154,092.64 | — | 299,092.64 | | Leslie V. Godridge | 153,750.00 | 145,144.80 | — | 298,894.80 | | Richard H. Ledgett, Jr. | 127,500.00 | 145,144.80 | — | 272,644.80 | | Melinda R. Rich | 137,500.00 | 145,144.80 | — | 282,644.80 | | Robert E. Sadler, Jr. | 182,500.00 | 153,194.40 | — | 335,694.40 | | Denis J. Salamone | 162,500.00 | 145,144.80 | — | 307,644.80 | | Rudina Seseri | 124,500.00 | 145,144.80 | — | 269,644.80 | | Kirk W. Walters | 130,500.00 | 145,144.80 | — | 275,644.80 | | Herbert L. Washington | 132,500.00 | 145,144.80 | — | 277,644.80 |

  34. 2025 Director Compensation Table

    | (1) As described on the prior page, cash fees are paid in quarterly installments at the beginning of each calendar quarter for service the prior quarter. |

  35. 2025 Director Compensation Table

    | (2) The amounts in this column include the annual Board equity retainer granted in April 2025 under the compensation program for our non-employee directors, as described on the prior page. The annual Board equity retainer was granted in the form of restricted stock units under the Equity Plan, which vest on the one-year anniversary of the grant date. The grant date fair value of the annual Board equity retainer is based on the closing price of M&T common stock on the NYSE as of the grant date. Grants to directors for the annual Board equity retainer are rounded up to the next whole share. |

  36. 2025 Director Compensation Table

    | (3) For each of Messrs. Cunningham, Geisel and Sadler, the amount listed in this column also includes the grant date fair value of an annual equity award paid for such director’s service on an M&T Bank Regional Directors Advisory Council (each, a “DAC Award”), which is granted in the form of restricted stock units under the Equity Plan that vest upon grant. The grant date fair value of each annual DAC Award granted in 2025 as included in the column is based on the closing price of M&T common stock on the NYSE as of the grant date and is as follows for each director: (i) $5,031.00 for Mr. Cunningham; (ii) $4,024.80 for Mr. Geisel; and (iii) $8,049.60 for Mr. Sadler. |

  37. 2025 Director Compensation Table

    | (4) Mr. Brady and Mr. Cunningham served on the Board until their term ended at the 2025 Annual Meeting of Shareholders on April 15, 2025. |

  38. 2025 Financial Performance Highlights

    | • | M&T’s net interest margin of 3.67% led its peer group and fee income grew 13% year over year, reaching a record level of $2.74 billion; |

  39. M&T’s Executive Compensation Philosophy and Objectives

    | • | linking the size of individual equity awards to the NEO’s role, responsibilities and prior and anticipated future contributions, as well as to the performance of M&T; |

  40. M&T’s Executive Compensation Philosophy and Objectives

    | • | assessing short-term performance and awarding variable compensation based on a balanced discretionary assessment of holistic bank and individual performance. |

  41. M&T’s Executive Compensation Philosophy and Objectives

    | What We Do: | What We Don’t Do: | | | ✓ Strong alignment between pay and performance | | Reprice stock options | | ✓ Discourage excessive risk-taking through program design | | Time equity award grants (i.e., instead, we only grant long-term equity incentive awards on pre-determined dates) | | ✓ Maintain robust stock ownership and retention guidelines | | Tax gross-ups (other than in connection with relocation) | | ✓ Retain an independent compensation consultant to advise and support the C&HC Committee in its duties | | Pay dividends on unearned performance units | | ✓ Maintain a compensation forfeiture policy which subjects incentives to risk adjustments | | Grant excessive severance, pension or other benefits | | ✓ Review share utilization | | Enter into employment contracts with our executives | | ✓ Annual risk assessment of incentive compensation plans | | Permit hedging or pledging of M&T securities (except in limited circumstances pursuant to prescribed policy) | | ✓ Routinely engage with shareholders and investors | | | | ✓ Use a peer group to provide perspective on competitive pay levels | | |

  42. 2025 Say-on-Pay Vote and Shareholder Outreach

    | • | Continued to emphasize the link between long-term company performance and executive compensation by issuing a significant proportion (50%) of NEO long-term equity based incentive awards in the form of Performance-Vested Stock Units (“PVSUs”); and |

  43. Components of Executive Compensation

    | Compensation Element | Objective | Determination of Salary/Award Levels and Key Features | | Base Salary | • Provides fixed pay reflective of an executive’s role, responsibilities and individual performance | • Scope of the executive’s responsibilities • Experience • Internal equity evaluation • Peer compensation market data | | Short-Term: Cash Incentive | • Provides annual incentive opportunity generally reflective of overall bank and individual performance • Considers both quantitative and qualitative performance: • Quantitative – reflects balance between financial and risk performance • Qualitative – reflects progress towards key strategic initiatives and other individual performance factors | • Company-wide STI pool funded based on a percentage of operating income • Rewards NEOs based on: Ø Company performance as reflected by financial results (including key metrics such as net operating income, EPS, Efficiency Ratio, Return on Tangible Common Equity (ROTCE), Return on Tangible Assets (ROTA) and returns to shareholders)(1) Ø Achievement of annual performance objectives across all stakeholder groups (customers, communities, employees and regulators, including both financial and non-financial measures) Ø Risk management and adherence to risk appetite Ø Other key strategic initiatives for the year • Award values also consider peer compensation market data | | Long-Term: Equity-Based Incentive | • Provides equity-based incentive opportunity generally reflective of overall bank and individual performance • Aligns rewards with sustained long-term performance and shareholder value • Provides a strong retention tool • Unearned/unvested awards subject to forfeiture | • Equity-based incentives awarded to NEOs in the form of performance-based stock unit awards and stock options • Performance-based stock unit awards key features: Ø Performance-Hurdled Stock Units (PHSUs) ¡ Vesting: Ratably at target over three years ¡ Performance Metric: Absolute ROTCE(1) Ø Performance-Vested Stock Unit Awards (PVSUs) ¡ Vesting: Cliff vest after a 3-year performance period with final payout ranging from 0%-150% of target based on performance ¡ Performance Metric: Absolute ROTCE and Relative ROTCE to peer group(1) ¡ Beginning with the 2024 grant, the Performance Metrics also include Absolute and Relative ROTA(1) • Non-Qualified Stock Options (NQSOs) key features: Ø Vesting: 3-year annual pro-rata Ø Option Term: 10 years • Initial award value is based on: Ø Roles/responsibilities and expected future contribution Ø Company and individual performance for the immediately preceding year Ø Consideration of peer compensation market data • Amount ultimately realized is based on: Ø Absolute company performance for the immediately preceding year relative to the operating plan Ø Absolute and relative company performance over the 3-year period from date of grant Ø Long-term, sustained corporate performance and stock price |

  44. Role of the C&HC Committee

    Role of the C&HC Committee The C&HC Committee is responsible for determining M&T’s compensation philosophy and objectives, as well as compensation of the executive officers (including the NEOs) and reporting such determinations to the full Board. The C&HC Committee follows competitive pay mix practices and exercises judgment to establish a total compensation program for each NEO that is a mix of current, short- and long-term incentive compensation, and cash and non-cash compensation, which the C&HC Committee believes is appropriate to achieve the goals of the executive compensation program and corporate objectives. As discussed below, in determining the amount and mix of compensation to be paid to each NEO, the C&HC Committee reviews the compensation levels of the NEOs relative to a group of commercial banking peers that are similar in size and business mix (the “peer group”). As part of this review, the C&HC Committee also considers the financial performance of M&T relative to the peer group, as well as certain other factors, including M&T’s common stock price performance and relative shareholder returns, compensation mix philosophy, risk management, and individual and company performance. The C&HC Committee reviews M&T’s financial performance and risk management performance prior to finalizing TDC for the NEOs. The C&HC Committee’s responsibilities with respect to executive compensation include:

  45. Role of the C&HC Committee

    | • | conducting the CEO’s annual performance review; |

  46. Role of the C&HC Committee

    | • | reviewing the annual performance reviews of Section 16 officers, which includes discussions of team performance and leadership abilities (in addition to individual performance); |

  47. Role of the C&HC Committee

    | • | annually reviewing and approving the base salaries, annual incentive opportunities and overall TDC of the NEOs and other Section 16 officers; |

  48. Role of the C&HC Committee

    | • | annually reviewing and approving equity awards for the NEOs; and |

  49. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant In 2025, the C&HC Committee continued to retain Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), to provide executive compensation consulting services. Aon’s role is to provide analysis and advice to the C&HC Committee regarding the amount and form of executive compensation, attend C&HC Committee meetings, as requested, and advise the C&HC Committee on executive compensation levels, market trends, regulatory issues and other developments that may impact M&T’s executive compensation programs. In 2025, Aon performed the following services for the C&HC Committee:

  50. Role of Independent Compensation Consultant

    | • | recommended the peer group used as a reference for compensation decisions for the NEOs; |

  51. Role of Independent Compensation Consultant

    | • | conducted detailed market analyses on executive and director compensation relative to our peer group, including all elements of TDC, and advised on general industry pay practices; |

  52. Role of Independent Compensation Consultant

    | • | advised the C&HC Committee on contemporary pay practices to create executive compensation opportunities that align more closely with M&T’s strategic objectives and long-term performance; |

  53. Role of Independent Compensation Consultant

    | • | advised the C&HC Committee on market competitive base salaries, annual cash incentives and long-term incentives for NEOs; and |

  54. Role of Independent Compensation Consultant

    | • | advised the C&HC Committee on regulatory issues. |

  55. Role of Independent Compensation Consultant

    The fees for these services totaled $215,207. Aon also provided $266,309 in additional compensation survey/ advisory services and $120,000 in Cyber Solutions services to management during 2025. Management engaged Aon for these services after consultation with the C&HC Committee. Based on an assessment of SEC and NYSE factors, the C&HC Committee determined that Aon was independent and that engagement of Aon did not present any conflicts of interest. Aon also determined that it was independent from our management and confirmed this in a written statement delivered to the C&HC Committee.

  56. Peer Group

    Peer Group On an annual basis, the C&HC Committee, using advice provided by Aon, makes decisions about compensation levels for each of the NEOs with reference to the compensation peer group—a group of commercial banking institutions of similar business makeup, size and geographic reach. For the 2025 year-end compensation review, M&T continued the practice of having the same peer group for both compensation (used as a reference for compensation levels for NEOs) and financial (used as a reference for our financial performance) comparisons.

  57. Peer Group

    | 43 | |

  58. Peer Group

    The eleven commercial banking companies listed below were identified by selecting a group of U.S.-based commercial bank holding companies generally having assets or market capitalization within a reasonable range of M&T and excluded those that had either a significantly dissimilar business mix or a substantial international presence. This peer group is reviewed annually, with the assistance of Aon, and is updated as necessary. The 2025 peer group remains unchanged from 2024:

  59. 2025 Peer Group (size statistics as of June 30, 2025)

    2025 Peer Group (size statistics as of June 30, 2025)

  60. 2025 Peer Group (size statistics as of June 30, 2025)

    | Peer | Market Cap (in Millions) | Assets (in Millions) | | U.S. Bancorp (USB) | 70,509 | 686,370 | | PNC Financial Services Group, Inc (PNC) | 73,447 | 559,107 | | Truist Financial Corporation (TFC) | 55,433 | 543,833 | | M&T (MTB) | 30,366 | 211,584 | | Percent Rank | 71% | 62% | | Fifth Third Bancorp (FITB) | 27,463 | 209,991 | | Huntington Bancshares Incorporated (HBAN) | 24,449 | 207,742 | | Regions Financial Corporation (RF) | 21,014 | 159,206 | | Citizens Financial Group, Inc. (CFG) | 19,366 | 218,310 | | KeyCorp (KEY) | 19,379 | 185,499 | | First Horizon National Corporation (FHN) | 10,787 | 82,084 | | Comerica Incorporated (CMA) | 7,735 | 77,988 | | Zions Bancorporation (ZION) | 7,666 | 88,893 | | Median (excluding M&T) | 21,014 | 207,742 |

  61. Process for Determining 2025 NEO Compensation

    that no single measure can disproportionately impact compensation. Our performance is evaluated against internal expectations and our operating plan for the year and is balanced with a relative performance evaluation by comparing our results to those of the peer group. STI and Executive Performance Scorecards. To further ensure a strong alignment between performance and compensation determinations (specifically STI awards), we use executive performance scorecards for each of the NEOs. The executive performance scorecards provide a consistent framework to measure company, business unit/function and individual performance against established quantitative and qualitative metrics. In addition, all performance is reviewed in the context of the company’s and the business unit/ functional area’s adherence to their respective risk appetite parameters. The CRO provides a bank-wide and business unit/function specific risk adherence scores, which are also taken into consideration when finalizing performance ratings and the resulting STI awards. Below is an illustration of how the executive performance scorecards are structured for the NEOs and what factors/metrics are considered with corresponding weightings. Company performance (strategic imperatives and achievement against operating plan), Business Line/Functional performance (growth, profits, returns, customer experience (“CX”) and employee experience (“EX”)) and Individual performance with reference to qualitative factors (primarily enterprise leadership, talent development and risk management outcomes) are all considered in the short-term incentive award determination. Market Analysis. The C&HC Committee reviews an estimated market pay range for each NEO. Ranges are developed based on public information and third-party market surveys of compensation for the same or comparable roles at peer firms. This practice is designed to ensure that our NEO pay appropriately reflects market pay, based on varying levels of performance. The C&HC Committee determined that all of our NEOs were appropriately positioned in the range of our peer group compensation data based on tenure in the role and performance. In establishing pay levels for the NEOs, the C&HC Committee considers the various quantitative and qualitative factors set forth in this CD&A in the context of market data, internal equity, the value of the executive’s performance over the long-term, and their future potential with M&T. In addition, the C&HC Committee reviewed the performance of the NEOs against the executive performance scorecard metrics described above.

  62. 2025 NEO Compensation Elements

    Variable Compensation. M&T maintains a performance-guided discretionary approach to its incentive programs. While we aim to deliver TDC in a competitive range of the market for our peer group, we do not use formulas for determining performance year incentives. Instead, individual target award levels are derived using various factors including competitive market pay ranges, experience and strategic importance of a given role to the organization. As described above, the C&HC Committee performs a holistic, balanced performance assessment of company, business unit/function and individual performance that considers quantitative and qualitative factors, market compensation levels by role, and internal equity. The executive performance scorecards provide a framework to assess annual performance of the NEOs and provides additional structure to incentive compensation recommendations. Results of the executive performance scorecards were presented to the C&HC Committee and were reviewed in conjunction with written performance appraisals to provide a holistic view of each NEO’s performance. Additional support was provided from the CRO in assessing the risk adherence for each business unit/function. Consequently, the C&HC Committee considered the following factors in making the award determinations in January 2026 for 2025 performance:

  63. 2025 NEO Compensation Elements

    | • | the performance of M&T during 2025 relative to its operating plan and relative to the peer group; |

  64. 2025 NEO Compensation Elements

    | • | compensation peer group market data for the roles occupied by each of the NEOs. |

  65. 2025 NEO Compensation Elements

    | Named Executive Officer | 2025 STI ($) | | René F. Jones | 3,300,000 | | Daryl N. Bible | 1,625,000 | | Kevin J. Pearson | 1,950,000 | | Christopher E. Kay | 1,300,000 | | Peter G. D’Arcy | 1,000,000 |

  66. 2025 NEO Compensation Elements

    Long-term (Equity-based) Incentive Compensation. Consistent with our philosophy of linking compensation to M&T’s performance for the continued alignment with M&T’s shareholders, a substantial portion (ranging from 58% to 71%) of 2024 performance year variable compensation was awarded to NEOs through LTI grants in January 2025 under the Equity Plan. The C&HC Committee established the LTI compensation mix to maximize shareholder value and tie the NEOs’ compensation to M&T’s long-term performance. The NEO LTI mix awarded in January 2025 based upon 2024 performance was 40% Performance Hurdled Stock Units (PHSUs), 50% Performance Vested Stock Units (PVSUs) and 10% Non-Qualified Stock Options (NQSOs or stock options). All of the LTI awards are fully at risk as stock options are worthless without M&T common stock price appreciation, and PHSUs and PVSUs are subject to performance metrics in order for awards to vest. Going forward, M&T will continue to monitor, evaluate, and modify this program as deemed necessary to ensure continued evolution in line with our business strategy and compensation philosophy. In addition, M&T continues to monitor the LTI mix on an annual basis. The C&HC Committee determined the dollar value of the LTI awards to be made to the NEOs at its meeting in January 2025. Following that meeting, the 2024 performance year equity awards were granted on January 31, 2025. In light of a gap to competitive market positioning, and strong company performance, the C&HC Committee determined that an increase in the dollar value of the LTI awards to be awarded for 2024 performance was warranted for all NEOs.

  67. 2025 NEO Compensation Elements

    | Named Executive Officer | 2024 Performance Year LTI Awards (2025 Grant) ($) | 2024 Performance Year Options (2025 Grant) ($) | 2024 Performance Year PHSUs (2025 Grant) ($) | 2024 Performance Year PVSUs (2025 Grant) ($) | | René F. Jones | 7,400,000 | 740,000 | 2,960,000 | 3,700,000 | | Daryl N. Bible | 2,350,000 | 235,000 | 940,000 | 1,175,000 | | Kevin J. Pearson | 2,830,000 | 283,000 | 1,132,000 | 1,415,000 | | Christopher E. Kay | 1,700,000 | 170,000 | 680,000 | 850,000 | | Peter G. D’Arcy | 1,325,000 | 125,000 | 575,000 | 625,000 |

  68. 2025 NEO Compensation Elements

    | PVSU Performance Metrics(1) | Absolute ROTCE | Payout | Relative ROTCE | Payout(2) | | Above Absolute Maximum – payout is 150% regardless of relative performance | ≥17% | 150% | N/A | 150% | | Performance between these two Absolute ROTCE levels is assessed relative to the peer group | 5% to < 17% | Payout by relative ROTCE Scale | >75th percentile 50th percentile 25th percentile <25th percentile | 150% 100% 75% 50% | | Below Absolute Threshold – payout is zero, regardless of relative performance | < 5% | 0% | N/A | 0% |

  69. 2025 NEO Compensation Elements

    | (2) For performance between the 25th and 75th percentiles, payout will be determined based on interpolation. |

  70. 2025 NEO Compensation Elements

    | Year | Absolute ROTCE(1) (%) | Payout (%) | | 2023 | 17.6 | | | 2024 | 14.5 | | | 2025 | 15.4 | | | Three-Year Average | 15.8 | 95 |

  71. 2025 NEO Compensation Elements

    | (2) Earned PVSUs includes payout of underlying Dividend Equivalent Units (DEUs). The DEUs are also subject to the same payout percentage of 95% as approved by the C&HC Committee. The earned DEUs for the NEOs are as follows: Mr. Jones 1,583, Mr. Pearson 659, Mr. Kay 389 and Mr. D’Arcy 303. |

  72. 2025 NEO Compensation Elements

    Stock Options. M&T also awards a portion of the LTI awards in the form of stock options. Stock options align our NEOs’ interests with those of shareholders by providing value only if M&T’s common stock price increases from the date that the stock option is granted. In addition, the vesting schedule for the stock options promotes retention of our NEOs. The stock option awards granted to the NEOs in January 2025 for 2024 performance vest ratably over three years. Stock options create close alignment with shareholder experience, and due to their ten-year term, support M&T’s business strategy and compensation philosophy by providing a link to long-term business objectives and sustained long-term value creation.

  73. 2025 NEO Compensation Elements

    | • | 10% Non-Qualified Stock Options |

  74. 2025 NEO Compensation Elements

    | Named Executive Officer(1) | 2025 Performance Year LTI Awards (2026 Grant) ($) | 2025 Performance Year Options (10%) ($) | 2025 Performance Year PHSUs (40%) ($) | 2025 Performance Year PVSUs (50%) ($) | | René F. Jones | 8,500,000 | 850,000 | 3,400,000 | 4,250,000 | | Daryl N. Bible | 2,350,000 | 235,000 | 940,000 | 1,175,000 | | Kevin J. Pearson | 2,925,000 | 292,500 | 1,170,000 | 1,462,500 | | Christopher E. Kay | 1,750,000 | 175,000 | 700,000 | 875,000 | | Peter G. D’Arcy | 1,450,000 | 145,000 | 580,000 | 725,000 |

  75. 2025 NEO Compensation Elements

    | | PVSU Performance Metric 1 | Absolute ROTCE | Payout | Relative ROTCE | Payout(2) | | Metric 1: ROTCE(1) 50% weighting | Above Absolute Maximum – payout is 150% regardless of relative performance | ≥17% | 150% | N/A | 150% | | | Performance between these two Absolute ROTCE levels is assessed relative to the peer group | 5% to < 17% | Payout by relative ROTCE Scale | >75th %’ile 50th %’ile 25th %’ile <25th %’ile | 150% 100% 75% 50% | | | Below Absolute Threshold – payout is zero, regardless of relative performance | < 5% | 0% | N/A | 0% |

  76. 2025 NEO Compensation Elements

    | (2) For performance between the 25th and 75th percentiles, payout will be determined based on interpolation. |

  77. 2025 NEO Compensation Elements

    | | PVSU Performance Metric 2 | Absolute ROTA | Payout | Relative ROTA | Payout (2) | | Metric 2: ROTA (1) 50% weighting | Above Absolute Maximum – payout is 150% regardless of relative performance | ≥ 1.25% | 150% | N/A | 150% | | | Performance between these two Absolute ROTA levels is assessed relative to the peer group | 0.35% to <1.25% | Payout by relative ROTA Scale | >75th %’ile 50th %’ile 25th %’ile <25th %’ile | 150% 100% 75% 50% | | | Below Absolute Threshold – payout is zero, regardless of relative performance | < 0.35% | 0% | N/A | 0% |

  78. 2025 NEO Compensation Elements

    | (2) For performance between the 25th and 75th percentiles, payout will be determined based on interpolation. |

  79. 2025 NEO Compensation Elements

    Equity Grant Practices. As noted above, the C&HC Committee grants equity-based awards to our executive officers in the form of PHSUs, PVSUs and NQSOs. All grants are made subject to M&T’s Administrative Policy for Equity Award Grants (the “Grant Policy”). Under the Grant Policy, annual on-cycle equity awards are granted at the same time each year as part of our annual pay-for-performance cycle in the first quarter of the year. Off-cycle equity awards are granted at month-end, as required by the Grant Policy. Under the Grant Policy, the C&HC Committee avoids granting equity awards during periods in which there is undisclosed material non-public information about M&T or during blackout periods as defined in M&T’s Insider Trading Policy. The C&HC Committee also does not grant equity awards in anticipation of the release of material, nonpublic information, and M&T does not time the release of material, nonpublic information based on equity award grant dates, vesting events or sale events. For all stock option awards, the exercise price is the closing price of our common stock on the NYSE on the date of the grant. If the grant date falls on a non-trading day, the exercise price is the closing price of our common stock on the NYSE on the last trading day preceding the date of grant. The exercise price for options is not less than 100% of the fair market value on the date of grant. During 2025, no equity awards were granted to our NEOs during the four business days prior to, or the one business day following, the filing of M&T’s periodic reports or the filing or furnishing of a Current Report on Form 8-K that disclosed material non-public information.

  80. René F. Jones - Chairman and Chief Executive Officer

    | Company Results (“What”) | Strong financial performance and long-term shareholder return • Net operating income(1) and diluted net operating earnings per common share(1) were at highest levels in company history. • Net operating return on average tangible assets(1) was tied for highest among peers. • Net interest margin led peer group and fee income reached a record level. • Net operating return on average tangible common equity(1), excluding the impact of accumulated other comprehensive income, was in the top quartile among peers. • Increased quarterly common stock dividend by 11%, and repurchased over 14 million common shares representing 9% of outstanding shares. • See 2025 Financial Performance Highlights for further results. | | | Progress against Strategic Imperatives • Advanced the Company’s multiyear finance modernization initiative, positioning for 2026 delivery, to enhance financial management capabilities and reduce manual processes. • Streamlined centralized operations, leading to improved execution efficiency and greater economies of scale. • Continued modernization of customer support infrastructure, reducing wait times and piloting AI-enabled routing to strengthen service quality. | | | Customer Experience • For the 17th consecutive year, ranked among the nation’s top 10 Small Business Administration (SBA) lenders; M&T also placed among the top five lenders across its New England SBA districts. | | Qualitative Results (“How”) | Employee Experience • Advanced the Executive Leadership program, driving improved collaboration, more consistent governance routines, and strengthened enterprise leadership capability. • Continued investment in talent development and succession planning across critical roles to support long term organizational strength. | | | Leadership • Supported the Company’s priorities around coordinated growth and operational excellence by guiding leaders to improve collaboration across businesses and make more integrated decisions. • Maintained cultural continuity and disciplined execution amid ongoing economic uncertainty. • Strengthened leadership depth and readiness across the organization to support long term strategic objectives. | | | Risk Management • Company continues to operate within its established risk appetite parameters, which was updated and affirmed by the Risk Committee of the Board • Improved early identification of risk through stronger first-line risk engagement and improved transparency and alignment with regulatory stakeholders. |

  81. René F. Jones - Chairman and Chief Executive Officer (continued)

    | | | | | | | Performance Year | | | | | 2024 | 2025 | | | Salary | $1,100,000 | $1,100,000 | | | STI Payout | $3,000,000 | $3,300,000 | | | NQ Stock Options | $740,000 | $850,000 | | | PHSUs(1) | $2,960,000 | $3,400,000 | | | PVSUs(2) | $3,700,000 | $4,250,000 | | | LTI Grant | $7,400,000 | $8,500,000 | | | Total Direct Compensation | $11,500,000 | $12,900,000 | |

  82. Linking 2025 CEO Pay Elements to Performance

    | • | 72% of variable pay is equity-based deferred LTI subject to multi-year vesting and forfeiture to align shareholder and executive interests |

  83. Linking 2025 CEO Pay Elements to Performance

    | • | Stock Options vest ratably over three years on the anniversary of the grant date and provide value only if M&T’s common stock price increases from the date that the options are granted |

  84. Daryl Bible - Senior Executive Vice President and Chief Financial Officer

    | Company Results (“What”) | Strong financial performance and long-term shareholder return • Net operating income(1) and diluted net operating earnings per common share(1) were at highest levels in company history. • Net operating return on average tangible assets(1) was tied for highest among peers. • Net interest margin led peer group and fee income reached a record level. • Net operating return on average tangible common equity(1), excluding the impact of accumulated other comprehensive income, was in the top quartile among peers. • Increased quarterly common stock dividend by 11%, and repurchased over 14 million common shares representing 9% of outstanding shares. | | | Progress against Strategic Imperatives • Advanced modernization of the Company’s financial systems and analytical capabilities, completing key milestones in the multiyear finance transformation program. • Improved the finance operating model through progress in process simplification, technology enhancements, and stronger data and reporting infrastructure. • Implemented a new hedge accounting platform that improves efficiency, reduces operational risk, and enhances reporting consistency. | | | Customer Experience • Improved the quality, reliability, and timeliness of financial information that supports customer facing decisions and enhances transparency for stakeholders. • Strengthened analytical support for more consistent credit evaluation and more informed client engagement across the organization. | | Qualitative Results (“How”) | Employee Experience • Supported talent development through promotions, internal mobility opportunities, and targeted hiring to strengthen critical finance capabilities. | | | Leadership • Led adoption of advanced data, technology, and analytical capabilities to enhance financial reporting and decision support. • Encouraged responsible innovation to maintain competitiveness and regulatory readiness, including expanded use of data science and AI. | | | Risk Management • Delivered year-over-year improvement in regulatory stress testing outcomes, strengthening the Company’s capital planning posture. • Strengthened governance of financial models, processes, and controls to support sound risk management and regulatory expectations. |

  85. Daryl Bible - Senior Executive Vice President and Chief Financial Officer (continued)

    | | | | | | | Performance Year | | | | | 2024 | 2025 | | | Salary | $740,000 | $750,000 | | | STI Payout | $1,400,000 | $1,625,000 | | | NQ Stock Options | $235,000 | $235,000 | | | PHSUs(1) | $940,000 | $940,000 | | | PVSUs(2) | $1,175,000 | $1,175,000 | | | LTI Grant | $2,350,000 | $2,350,000 | | | Total Direct Compensation | $4,490,000 | $4,725,000 | |

  86. Kevin J. Pearson - Vice Chairman

    | Company Results (“What”) | Strong financial performance and long-term shareholder return • Net operating income(1) and diluted net operating earnings per common share(1) were at highest levels in company history. • Net operating return on average tangible assets(1) was tied for highest among peers. • Net interest margin led peer group and fee income reached a record level. • In addition, the Institutional Services & Wealth Management businesses delivered positive fee income growth and record sales levels for the segment. • Revenues for Dealer Commercial Services, Mortgage and Indirect lending increased year over year. | | | Progress against Strategic Imperatives • Advanced operating discipline across the enterprise by strengthening governance routines, integrating strategic planning, and reinforcing decision making processes that support long term value creation. • Enhanced alignment between enterprise priorities and execution, contributing to sustained financial performance, disciplined balance sheet management, and progress against multi year strategic commitments. • Drove cross-enterprise coordination by maturing business review forums and reinforcing enterprise accountability frameworks that improved transparency, coordination, and execution cadence. | | | Customer Experience • Supported scalable customer-facing capabilities through integration of key enterprise platforms, improving consistency and coordination of customer experience efforts across markets and business lines. | | Qualitative Results (“How”) | Employee Experience • Activated a framework for operational excellence and teaming for growth across the bank, creating visibility and opportunities for top talent. | | | Leadership • Elevated senior leadership effectiveness by promoting enterprise-level accountability, shared ownership of strategic outcomes, and leadership expectations aligned with high performing organizations. • Strengthened executive succession depth through focused development of high potential leaders and effective onboarding of executives assuming expanded responsibilities. | | | Risk Management • Strengthened risk and resiliency posture by advancing initiatives focused on operational continuity and risk mitigation. • Delivered progress on regulatory expectations, reinforcing a disciplined risk management framework and sustaining the organization’s commitment to strong governance practices. |

  87. Kevin J. Pearson - Vice Chairman (continued)

    | | | | | | | Performance Year | | | | | 2024 | 2025 | | | Salary | $775,000 | $775,000 | | | STI Payout | $1,820,000 | $1,950,000 | | | NQ Stock Options | $283,000 | $292,500 | | | PHSUs(1) | $1,132,000 | $1,170,000 | | | PVSUs(2) | $1,415,000 | $1,462,500 | | | LTI Grant | $2,830,000 | $2,925,000 | | | Total Direct Compensation | $5,425,000 | $5,650,000 | |

  88. Christopher E. Kay - Senior Executive Vice President and Head of Enterprise Platforms

    | Company Results (“What”) | Strong financial performance and long-term shareholder return • Net operating income(1) and diluted net operating earnings per common share(1) were at highest levels in company history. • Net operating return on average tangible assets(1) was tied for highest among peers. • Net interest margin led peer group and fee income reached a record level. • The Consumer Bank division delivered strong financial performance driven by growth in direct lending and prudent deposit and expense management. • Business Banking delivered strong fee income growth while managing expenses. | | | Progress against Strategic Imperatives • Advanced enterprise growth and innovation through a strengthened partnership model that drove cross-functional collaboration and delivered measurable business impact. • Expanded market presence in New England by establishing an executive footprint in Boston and activating a refreshed growth model to accelerate client engagement and market integration. • Introduced a framework to assess and improve key enterprise capabilities, helping prioritize investments and raise performance consistency across the organization. | | | Customer Experience • Enhanced engagement with top clients through a more integrated relationship model improving transparency, connectivity, and service quality. • Delivered meaningful digital service improvements, including stronger authentication and expanded mobile and paperless features, benefiting more than 3.4 million customers. • Strengthened brand presence through comprehensive research and more than 50 strategic client and community engagements. | | Qualitative Results (“How”) | Employee Experience • Embedded “The Way We Work” program, focused on realigning the organization around customer experience, agility, process improvement, and encouraging change management mindsets, further into the culture, contributing to higher engagement scores. • Implemented enterprise routines and frameworks that improved visibility, prioritization, and execution of strategic initiatives. | | | Leadership • Built leadership strength and succession readiness by advancing high-potential talent and onboarding experienced new leaders. • Improved cross business alignment through enhanced enterprise forums and integrated review cycles that elevated decision quality. | | | Risk Management • Strengthened first-line risk maturity through improved governance, closure of longstanding issues, and stronger audit outcomes. • Enhanced regulatory agility through coordinated routines that support timely assessment and action. |

  89. Christopher E. Kay - Senior Executive Vice President and Head of Enterprise Platforms (continued)

    | | | | | | | Performance Year | | | | | 2024 | 2025 | | | Salary | $725,000 | $725,000 | | | STI Payout | $1,225,000 | $1,300,000 | | | NQ Stock Options | $170,000 | $175,000 | | | PHSUs(1) | $680,000 | $700,000 | | | PVSUs(2) | $850,000 | $875,000 | | | LTI Grant | $1,700,000 | $1,750,000 | | | Total Direct Compensation | $3,650,000 | $3,775,000 | |

  90. Peter D’Arcy - Senior Executive Vice President and Head of Commercial Banking

    | Company Results (“What”) | Strong financial performance and long-term shareholder return • Net operating income(1) and diluted net operating earnings per common share(1) were at highest levels in company history. • Net operating return on average tangible assets(1) was tied for highest among peers. • Net interest margin led peer group and fee income reached a record level. • In addition, net income for the Commercial Bank increased year over year. • Asset quality continued to improve with a decline in level of criticized commercial and industrial and commercial real estate loans. | | | Progress against Strategic Imperatives • Completed modernization and remediation of the first-line credit platform. • Strengthened enterprise resiliency through added automation, data foundation upgrades, and modernization of core credit processes. • Developed a new approach for cross-divisional teaming to grow regional businesses more deliberately, starting with New England. | | | Customer Experience • Improved service delivery for 1,000+ Commercial & Industrial clients through a redesigned operating model that increases RM productivity, reduces credit decision timelines, and enhances overall client connectivity. • Expanded use of shared enterprise functions – including call centers, fraud operations, and account-opening teams – to provide a more consistent and scalable experience for commercial clients. | | Qualitative Results (“How”) | Employee Experience • Built leadership depth by hiring experienced external leaders and providing structured stretch opportunities for high-potential internal talent. • Increased transparency and engagement through improved leadership messaging, redesigned town halls, and increased collaboration across businesses. | | | Leadership • Balanced regulatory remediation with forward-looking investments in modernization and enterprise collaboration. • Launched a new enterprise teaming model to drive coordinated, cross-segment growth across consumer, business banking, commercial, and wealth divisions. | | | Risk Management • Strengthened risk consistency and operational efficiency through the deployment of an early warning tool that significantly reduced false positives, the migration of credit analysis to modern systems, and the implementation of 23 new risk-rating scorecards. |

  91. Peter D’Arcy - Senior Executive Vice President and Head of Commercial Banking (continued)

    | | | | | | Performance Year | | | | 2025(1) | | | Salary | $600,000 | | | STI Payout | $1,000,000 | | | NQ Stock Options | $145,000 | | | PHSUs(2) | $580,000 | | | PVSUs(3) | $725,000 | | | LTI Grant | $1,450,000 | | | Total Direct Compensation | $3,050,000 | |

  92. Retirement and Other Benefits

    Retirement and Other Benefits M&T maintains two tax-qualified retirement plans for its employees, one a defined benefit plan and the other a defined contribution plan. Mr. Pearson participates in the defined benefit plan and continues to receive benefit accruals. Messrs. Jones and D’Arcy elected to have their respective benefits accrued under the defined contribution plan. This election was made pursuant to a one-time election that was offered to all participants in the defined benefit plan in late 2005 to either (i) remain an active participant in the defined benefit plan and earn future benefits under a new reduced benefit formula or (ii) retain the frozen benefit in the defined benefit plan and earn future benefits under a new defined contribution plan formula beginning January 1, 2006. Messrs. Kay and Bible are not eligible to participate in the defined benefit plan and are participants in the defined contribution plan. In addition, M&T maintains nonqualified defined benefit and defined contribution retirement plans to supplement retirement benefits for the NEOs and other eligible participants in order to make up for benefits that cannot be provided in the qualified plans due to Internal Revenue Code limits; however, compensation recognized for the purpose of these plans is capped at two times the annual Internal Revenue Code Section 401(a)(17) limit. The nonqualified plans are not funded, except as benefits are actually paid to executive officers upon retirement or such other date elected by the executive. Additional information regarding these retirement plans and arrangements is provided in the sections titled “Pension Benefits” and “Nonqualified Deferred Compensation.” M&T does not provide the NEOs with severance packages beyond what is provided to employees of M&T generally. Consequently, the NEOs have historically participated in the M&T Bank Corporation Employee Severance Pay Plan (“Severance Pay Plan”), which provides for post-employment severance payments that are tiered based upon an employee’s position and years of service, and the continuation of certain employee benefits. Upon a “Qualifying Event” (defined in the Severance Pay Plan as any permanent, involuntary termination of a participant’s active employment as a result of a reduction in force, restructuring, outsourcing or elimination of position), a NEO would be entitled to benefits under the Severance Pay Plan. Other than benefits that are generally available to our employees, M&T does not maintain any individual executive severance or change in control arrangements. M&T’s compensation plans do not contain payments or benefits to NEOs that are specifically triggered by a change in control, except that the Equity Plan provides that, upon a change in control, all employees, including the NEOs, would become fully vested in any outstanding awards that were not already vested. M&T has elected to provide such acceleration because of a belief that the principal purpose of providing executive officers and other employees with equity incentives is to align their interests with those of M&T’s shareholders and that this alignment should be enhanced, not weakened, in the context of a change in control. Accelerating the vesting of equity-based compensation upon a change in control allows our employees the same opportunity as other shareholders to sell shares freely following the completion of the transaction and realize the economic benefits of such transaction, without forcing them to be exposed to the post-closing performance of the acquirer. More information regarding severance benefits and the impact of a change in control can be found later in the “Potential Payments Upon Termination or Change in Control” section. Perquisites. M&T provides limited perquisites to its NEOs. The perquisites that are provided are designed to assist NEOs in being productive and are limited to those that management and the C&HC Committee believe are consistent with M&T’s overall compensation philosophy. Given the importance of developing business relationships for M&T’s success, the NEOs are generally reimbursed for certain initiation fees and dues they incur for club memberships deemed advisable for business purposes. Other perquisites may include tax preparation, parking, meals, executive physical examinations, relocation services/commuting expenses and use of a corporate apartment. In 2025, the C&HC Committee approved a corporate aircraft policy, which recognizes that the use of corporate

  93. Sound Compensation and Governance Practices and Policies

    The Stock Ownership Guidelines provide that executive officers should achieve the targeted stock ownership levels within five years of first becoming subject to the Stock Ownership Guidelines. Once the ownership threshold is met, executives are expected to maintain the required ownership amount as long as they are subject to the Stock Ownership Guidelines. Shares counted towards the Stock Ownership Guidelines include any shares held by the executive directly or through a broker, shares held through employee benefit plans, and shares held as restricted stock units or restricted stock awards, whether vested or unvested. Unvested PVSUs and unexercised stock options do not count as shares held by the executive for purposes of the guidelines. If an executive officer fails to meet the requirement, the individual is expected to hold 50% of all shares acquired from the settlement of equity awards, net of shares withheld for taxes or payment of exercise price, if applicable, until the executive meets the ownership threshold. Pursuant to the Stock Ownership Guidelines, the C&HC Committee reviews compliance with the Stock Ownership Guidelines on an annual basis. As of February 13, 2026, all executive officers are in compliance with the Stock Ownership Guidelines. As noted above under “Director Stock Ownership Guidelines,” members of the Board are also expected to own M&T common stock with a value equal to five times their annual cash retainer and are expected to meet this ownership guideline by the fifth anniversary of his or her initial election to the Board. Directors who receive no personal compensation for their service are not subject to this guideline. As of February 13, 2026, all directors are in compliance with the director stock ownership guidelines. Anti-Hedging and Anti-Pledging Policies. M&T’s Insider Trading Policy prohibits all employees from engaging in any hedging transactions or any form of short-term trading with respect to M&T securities. The Insider Trading Policy also prohibits executive officers from pledging M&T

  94. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  95. 2025 Summary Compensation Table

    | Name and Principal Position | Yr. | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Comp. ($) | Change in Pension Value and Non- Qualified Deferred Comp. Earnings(2) ($) | All Other Comp.(3),(4) ($) | Total ($) | | René F. Jones | 2025 | 1,100,000 | 3,300,000 | 6,660,238 | 740,022 | — | 21,932 | 193,056 | 12,015,250 | | Chairman & | 2024 | 1,100,000 | 3,000,000 | 5,100,172 | 900,012 | — | — | 165,399 | 10,265,583 | | Chief Executive Officer | 2023 | 1,100,000 | 2,150,000 | 4,800,120 | 1,200,010 | — | 11,982 | 123,445 | 9,385,557 | | Daryl N. Bible(5) | 2025 | 748,846 | 1,625,000 | 2,115,234 | 235,014 | — | — | 71,872 | 4,795,966 | | Senior Executive Vice President & | 2024 | 740,000 | 1,900,000 | 1,806,348 | 318,776 | — | — | 75,226 | 4,840,350 | | Chief Financial Officer | 2023 | 418,385 | 750,000 | 2,500,137 | — | — | — | 23,162 | 3,691,684 | | Kevin J. Pearson | 2025 | 775,000 | 1,950,000 | 2,547,296 | 283,050 | — | 245,382 | 70,848 | 5,871,576 | | Vice Chairman | 2024 | 775,000 | 1,820,000 | 2,125,083 | 375,005 | — | 95,212 | 68,494 | 5,258,794 | | | 2023 | 775,000 | 1,300,000 | 2,000,232 | 500,020 | — | 163,129 | 68,719 | 4,807,100 | | Christopher E. Kay | 2025 | 725,000 | 1,300,000 | 1,530,229 | 170,012 | — | — | 341,879 | 4,067,120 | | Senior Executive Vice President & | 2024 | 725,000 | 1,225,000 | 1,275,077 | 225,003 | — | — | 80,343 | 3,530,423 | | Head of Enterprise Platforms | 2023 | 725,000 | 950,000 | 1,180,296 | 295,044 | — | — | 71,608 | 3,221,948 | | Peter G. D’Arcy(6) | 2025 | 594,231 | 1,000,000 | 1,200,195 | 125,048 | — | 8,467 | 114,748 | 3,042,689 | | Senior Executive Vice President & | | | | | | | | | | | Head of Commercial Banking | | | | | | | | | |

  96. 2025 Summary Compensation Table

    | (1) The amounts indicated represent the aggregate grant date fair value of equity awards granted to each of the NEOs. The grant date fair values are calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). |

  97. 2025 Summary Compensation Table

    The grant date fair value of stock awards for 2025 reflected in this column is based on the closing price of M&T common stock on January 31, 2025, or $201.24. These amounts were calculated in accordance with applicable accounting guidance (i.e., at target for PVSUs awarded in 2025). At the maximum level of performance, the value of the PVSUs awarded in 2025 would be: $5,550,300 for Mr. Jones; $1,762,561 for Mr. Bible; $2,122,680 for Mr. Pearson; $1,275,057 for Mr. Kay; and $937,577 for Mr. D’Arcy. For purposes of determining the fair value of stock option awards, we use an option pricing model and the assumptions provided in the table below. M&T determines the dividend yield by dividing the current annual dividend on M&T’s common stock by the option exercise price. A historical weekly measurement of volatility is determined based on the expected life of the option granted. The risk- free interest rate is determined by reference to the yield on an outstanding U.S. Treasury Note with a term equal to the expected life of the option granted. Expected life is determined by reference to the M&T’s historical experience.

  98. 2025 Summary Compensation Table

    | Dividend Yield | 2.69% | | Volatility | 36.31 | | Risk-Free Interest Rate | 4.45% | | Expected Life (Years) | 6.50 |

  99. 2025 Summary Compensation Table

    | (2) This column includes the aggregate positive change in actuarial present value of each NEO’s accumulated benefit under the M&T Bank Corporation Pension Plan (“Qualified Pension Plan”) and M&T Bank Corporation Supplemental Pension Plan (“Supplemental Pension Plan”). In accordance with SEC rules, to the extent the aggregate change in present value of all defined benefit plans for a particular fiscal year would have been a negative amount, the amount has instead been reported as $0 (in the form of a dash) and the aggregate compensation for the NEO in the “Total” column has not been adjusted to reflect the negative amount. The assumptions used to calculate the present value of accumulated benefits are the same as those used for Financial Accounting Standards Board Accounting Standards Codification Topic 715, Compensation-Retirement Benefits (“FASB ASC Topic 715”) financial statement disclosure purposes, except that no pre-retirement decrements are assumed. The present value of accrued benefits as of December 31, 2025 is calculated assuming the executive commences his or her accrued benefit earned through December 31, 2025 at normal retirement age. See Note 12 to the consolidated financial statements included in Part 8, “Financial Statements and Supplementary Data,” of M&T’s 2025 Form 10-K. |

  100. 2025 Summary Compensation Table

    Normal retirement age is age 65 for all participants. It is assumed that the participants will elect the single life annuity form.

  101. 2025 Summary Compensation Table

    | 67 | |

  102. 2025 Summary Compensation Table

    | (3) This column includes information from the following table for each NEO in 2025: |

  103. 2025 Summary Compensation Table

    | Name | Retirement Savings Plan ($) | Leadership Retirement Savings Plan ($) | Qualified RAA / DEC Employer Contribution(a) ($) | Leadership RAA / DEC Employer Contribution(a) ($) | Term Life Insurance Premiums ($) | | René F. Jones | 17,500 | 17,500 | 22,750 | 22,750 | 3,459 | | Daryl N. Bible | 17,500 | 17,500 | 7,000 | 7,000 | 2,326 | | Kevin J. Pearson | 17,500 | 17,500 | 0 | 0 | 2,440 | | Christopher E. Kay | 17,500 | 17,500 | 9,625 | 9,625 | 1,490 | | Peter G. D’Arcy | 17,500 | 17,500 | 20,125 | 20,125 | 693 |

  104. 2025 Summary Compensation Table

    | (a) The Retirement Accumulation Account (“RAA”) was frozen to new participants at the end of 2019 and replaced by the Discretionary Employer Contribution (“DEC”). An eligible employee can only participate in either the pension plan, RAA or DEC. Mr. Pearson elected to remain in the pension plan. Messrs. Jones, Kay and D’Arcy participate in the RAA and Mr. Bible in the DEC. This is further explained under the Pension Benefits and the Nonqualified Deferred Compensation sections of the proxy statement. |

  105. 2025 Summary Compensation Table

    | (4) Perquisites provided to the NEOs in 2025 included the following (as indicted by “X”). Unless otherwise indicated, no individual perquisite provided in 2025 to the NEOs exceeded the greater of $25,000 or 10% of the total perquisites provided to each NEO. |

  106. 2025 Summary Compensation Table

    | Name | Club Membership Dues & Expenses | Tax Preparation | Parking | Meals | Executive Physical | | René F. Jones(a) | X | | X | X | X | | Daryl N. Bible(b) | | | X | X | | | Kevin J. Pearson | | X | X | X | | | Christopher E. Kay(c) | X | X | X | X | X | | Peter G. D’Arcy | X | X | | X | |

  107. 2025 Summary Compensation Table

    | (a) In addition to these perquisite categories, Mr. Jones’ perquisites for fiscal year 2025 included (1) use of a corporate apartment in an amount of $46,985 and (2) use of corporate aircraft for non-profit board attendance. We generally do not consider amounts related to business- and/or business-development related flights, including for non-profit board service, as compensation or a personal benefit to Mr. Jones. However, SEC rules require that we include in the “Summary Compensation Table” the value of certain flights or portions of certain flights as a perquisite. For aircraft provided by a third-party vendor, the reported values are determined using a method that takes into account the contracted per-hour costs, fuel charges, segment fees, and taxes, as well as a proportional share of the monthly management fee and insurance costs. |

  108. 2025 Summary Compensation Table

    | (b) In addition to these perquisite categories, Mr. Bible’s perquisites included certain costs for commuting between his out-of-state residence and our corporate headquarters. |

  109. 2025 Summary Compensation Table

    | (c) In addition to these perquisite categories, Mr. Kay’s perquisites included relocation expenses totaling $137,308.86. Also included in the All Other Compensation column are tax gross up expenses exclusively related to Mr. Kay’s relocation totaling $116,759.95. |

  110. 2025 Summary Compensation Table

    | (5) Included in Mr. Bible’s bonus for 2024 is his cash bonus of $500,000 he received at the time of hire in June 2023, which was forfeitable by Mr. Bible should he separate from M&T within one year, and therefore is reported in his 2024 compensation in this Summary Compensation Table in accordance with SEC rules. |

  111. 2025 Summary Compensation Table

    | (6) Mr. D’Arcy was not an NEO prior to 2025, and therefore only his compensation for 2025 is reported. |

  112. CEO Pay Ratio

    CEO Pay Ratio In accordance with the final rule issued under section 953(b) of the Dodd-Frank Act, companies, including M&T, are required to disclose the ratio of the total annual compensation of their CEO to that of their median employee. SEC rules require disclosure of (i) the median of the annual total compensation of all employees of M&T, except the CEO; (ii) the annual total compensation of the CEO; and (iii) the ratio of the amount of annual total compensation of the CEO to the amount of the median annual total compensation of all employees of M&T. Because the SEC rules do not mandate a particular approach to determining the median employee, M&T has employed the following approach: As required under section 953(b), we have chosen a new median employee for purposes of this disclosure as the previous employee was used in the prior three proxy statements for the 2023, 2024 and 2025 Annual Meeting of Shareholders. Our median employee was identified by calculating the total cash compensation and equity awards granted within the twelve months prior to December 31, 2025 to all domestic employees, excluding the CEO, employed as of December 31, 2025, the last day of our fiscal year. The fixed compensation of our employees hired during 2025 was annualized.

  113. CEO Pay Ratio

    | | 68 |

  114. CEO Pay Ratio

    Additionally, non-U.S. employees account for 0.66% of M&T’s employees and therefore have been excluded under the de minimis exemption allowed by the rule. These non-U.S. employees being excluded are from Canada (7 employees), the United Kingdom (93 employees), Germany (7 employees) and Ireland (40 employees).

  115. CEO Pay Ratio

    | Total non-U.S. employees: | 147 | | Total U.S. employees (not including CEO): | 22,131 |

  116. CEO Pay Ratio

    As calculated using the methodology required for the 2025 Summary Compensation Table, the annual total compensation of Mr. Jones for 2025 was $12,015,250 and the annual total compensation of the median employee for the corresponding period was $83,428, which yields a ratio of approximately 144 to 1.

  117. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table reflects the terms of compensation plan-based awards granted to the NEOs in 2025.

  118. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards

  119. 2025 Grants of Plan-Based Awards

    | Name | C&HC Committee Approval Date | Grant Date | Estimated Future Payouts Under Non- Equity Incentive Plan Awards ($) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1)(2) (#) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Under- lying Options(3) (#) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | | | | Threshold | Target | Max. | Threshold | Target | Max. | | | | | | René F. Jones | 1/31/2025 | 1/31/2025 | — | — | — | — | 18,387 | 27,581 | | | | 3,700,200 | | | 1/31/2025 | 1/31/2025 | — | — | — | — | 14,709 | | | | | 2,960,039 | | | 1/31/2025 | 1/31/2025 | — | — | — | | | | | 10,599 | 201.24 | 740,022 | | Daryl N. Bible | 1/24/2025 | 1/31/2025 | — | — | — | — | 5,839 | 8,759 | | | | 1,175,040 | | | 1/24/2025 | 1/31/2025 | | | | | 4,672 | | | | | 940,193 | | | 1/24/2025 | 1/31/2025 | | | | | | | | 3,366 | 201.24 | 235,014 | | Kevin J. Pearson | 1/24/2025 | 1/31/2025 | — | — | — | — | 7,032 | 10,548 | | | | 1,415,120 | | | 1/24/2025 | 1/31/2025 | — | — | — | — | 5,626 | | | | | 1,132,176 | | | 1/24/2025 | 1/31/2025 | — | — | — | | | | | 4,054 | 201.24 | 283,050 | | Christopher E. Kay | 1/24/2025 | 1/31/2025 | — | — | — | — | 4,224 | 6,336 | | | | 850,038 | | | 1/24/2025 | 1/31/2025 | — | — | — | — | 3,380 | | | | | 680,191 | | | 1/24/2025 | 1/31/2025 | — | — | — | | | | | 2,435 | 201.24 | 170,012 | | Peter G. D’Arcy | 1/24/2025 | 1/31/2025 | — | — | — | — | 3,106 | 4,659 | | | | 625,051 | | | 1/24/2025 | 1/31/2025 | — | — | — | — | 2,858 | | | | | 575,144 | | | 1/24/2025 | 1/31/2025 | — | — | — | | | | | 1,791 | 201.24 | 125,048 |

  120. 2025 Grants of Plan-Based Awards

    | (1) Vesting of the PVSU awards granted to the NEOs in 2025, which appear in the first row for each NEO, is scheduled to occur on a three-year cliff basis. The PVSUs are earned only to the extent M&T achieves performance against a pre-established absolute and relative average ROTCE metric and absolute and relative ROTA (the “PVSU Performance Metrics”) for the three-year performance period of 2025–2027, with performance certified by the C&HC Committee in the first quarter of 2028. Depending on the level of the PVSU Performance Metrics achieved, the number of shares vesting will be a range between 0% to 150% of the initial award value and will include any accumulated reinvested dividend equivalent units. The awards issued allow for accelerated vesting at target in cases of death and disability, on a pro-rata basis for an involuntary termination without cause, or based on the greater of target or actual performance achieved in the case of a change in control. |

  121. 2025 Grants of Plan-Based Awards

    | (2) Vesting of the PHSU awards granted to the NEOs in 2025, which appear in the second row for each NEO, is scheduled to occur on a graduated basis with 33% vesting on January 31, 2026, an additional 33% vesting on January 31, 2027 and the remaining 34% vesting on January 31, 2028. Each vesting is contingent upon M&T achieving a pre-established absolute ROTCE metric (the “PHSU Performance Hurdle”). Awards are only payable at the target level; if the PHSU Performance Hurdle is not satisfied for a given year, the portion of the stock award that is scheduled to vest on the vesting date immediately following that performance period will not vest and will be forfeited in full unless otherwise determined by the C&HC Committee. The awards allow for accelerated vesting in cases of death, disability, position elimination, retirement, or a change in control. |

  122. 2025 Grants of Plan-Based Awards

    | 69 | |

  123. 2025 Grants of Plan-Based Awards

    | (3) Vesting of the stock option awards granted to the NEOs in 2025 is scheduled to occur on a graduated basis with 33% vesting on January 31, 2026, an additional 33% vesting on January 31, 2027 and the remaining 34% vesting on January 31, 2028. The awards expire 10 years from the grant date. The awards allow for accelerated vesting in cases of death, disability, or a change in control with an exercise period of one year from the date of termination (but not beyond 10 years from the date of grant). Upon retirement, the awards continue to vest according to the schedule noted above with an exercise period equal to the lesser of four years following the date of retirement or 10 years from the date of grant. |

  124. 2025 Grants of Plan-Based Awards

    | (4) The amounts indicated represent the aggregate grant date fair value of equity awards granted to each of the NEOs in 2025. The grant date fair values are calculated in accordance with FASB ASC Topic 718. |

  125. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table reflects the number and terms of stock option awards and stock awards outstanding as of December 31, 2025 for the NEOs.

  126. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End

  127. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Un- exercisable(1) (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1)(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(1)(3)(4) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(5) ($) | | René F. Jones | 16,770 | — | | 190.78 | 1/31/2028 | — | — | — | — | | | 22,215 | — | — | 164.54 | 1/31/2029 | — | — | — | — | | | 30,541 | — | — | 173.04 | 2/5/2030 | — | — | — | — | | | 22,969 | — | — | 169.38 | 1/31/2032 | — | — | — | — | | | — | 8,390 | — | 156 | 1/31/2033 | — | — | — | — | | | — | 14,032 | — | 138.10 | 1/31/2034 | — | — | — | — | | | — | 10,599 | — | 201.24 | 1/31/2035 | 29,977 | 6,039,766 | 63,072 | 12,707,757 | | Daryl N. Bible(6) | 2,485 | 4,970 | — | 138.10 | 1/31/2034 | — | — | — | — | | | — | 3,366 | — | 201.24 | 1/31/2035 | 14,222 | 2,865,449 | 21,298 | 4,291,202 | | Kevin J. Pearson | 10,062 | — | — | 190.78 | 1/31/2028 | — | — | — | — | | | 13,296 | — | — | 164.54 | 1/31/2029 | — | — | — | — | | | 18,540 | — | — | 173.04 | 2/5/2030 | — | — | — | — | | | 10,401 | — | — | 169.38 | 1/31/2032 | — | — | — | — | | | 6,991 | 3,496 | — | 156 | 1/31/2033 | — | — | — | — | | | 2,923 | 5,847 | — | 138.10 | 1/31/2034 | — | — | — | — | | | — | 4,054 | — | 201.24 | 1/31/2035 | 11,989 | 2,415,544 | 25,308 | 5,099,153 | | Christopher E. Kay | 5,634 | — | — | 169.38 | 1/31/2032 | — | — | — | — | | | 4,125 | 2,063 | — | 156.00 | 1/31/2033 | — | — | — | — | | | 1,754 | 3,508 | — | 138.10 | 1/31/2024 | — | — | — | — | | | — | 2,435 | — | 201.24 | 1/31/2035 | 7,177 | 1,446,022 | 15,192 | 3,060,920 | | Peter G. D’Arcy | 1,396 | — | — | 190.78 | 1/31/2028 | — | — | — | — | | | 2,020 | — | — | 164.54 | 1/31/2029 | — | — | — | — | | | 2,065 | — | — | 173.04 | 2/5/2030 | — | — | — | — | | | 1,958 | — | — | 132.47 | 1/29/2031 | — | — | — | — | | | 1,409 | — | — | 169.38 | 1/31/2032 | — | — | — | — | | | 3,216 | 1,608 | — | 156.00 | 1/31/2033 | — | — | — | — | | | 1,345 | 2,690 | — | 138.10 | 1/31/2024 | — | — | — | — | | | — | 1,791 | — | 201.24 | 1/31/2035 | 5,786 | 1,165,763 | 11,443 | 2,305,572 |

  128. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | 70 |

  129. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (1) Vesting details provided below in separate chart for outstanding stock options, PHSUs and PVSUs. |

  130. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (2) Vesting of the PHSU awards granted to the NEOs in 2023, 2024 and 2025 occurs on a graduated basis with 33% of the award vesting on the first anniversary of the grant date, an additional 33% of the award vesting on the second anniversary of the grant date, and the remaining 34% of the award vesting on the third anniversary of the grant date. Each vesting is contingent upon M&T achieving the pre-established PHSU Performance Hurdle. If the PHSU Performance Hurdle is not satisfied for a given period, the portion of the stock award that is scheduled to vest on the vesting date immediately following that performance period will not vest and will be forfeited in full unless otherwise determined by the C&HC Committee. See footnotes (1) and (2) to the table set forth above titled “2025 Grants of Plan-Based Awards” for the vesting schedule of the stock awards granted to the NEOs in 2025. See the below chart for more detailed information concerning the number of outstanding shares from each PHSU grant that remain unvested and their corresponding vesting dates. |

  131. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (3) Vesting of the PVSU awards granted to the NEOs in 2025 occurs on a 3-year cliff basis and have a payout range of 0% to 150% based on pre-established absolute and relative average ROTCE performance and absolute and relative ROTA over the 3-year performance period. Shares in this column include the accrued dividend equivalent units, which accrue quarterly at the time the quarterly dividend is paid and reflect maximum payout at 150%. See the below chart for more detailed information concerning the number of outstanding shares from each PVSU grant that remain unvested and their corresponding vesting dates. |

  132. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (4) The PVSUs granted on January 31, 2023, with a performance period of January 1, 2023 through December 31, 2025, vested on December 31, 2025, and were earned based on the level of achievement against the pre-established performance metrics as certified by the C&HC Committee on February 13, 2026. These PVSUs are reflected in the 2025 Option Exercises and Stock Vested table. |

  133. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (5) Values based on closing price of M&T’s common stock on the NYSE on December 31, 2025 of $201.48. |

  134. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (6) For Mr. Bible, the number of unvested shares includes his remaining unvested restricted stock units that were granted to him upon his joining M&T in accordance with our Grant Policy. One-third of the award vested in July 2024, another one-third of the award vested in July 2025, and 34% will vest on July 31, 2026. The restricted stock units allow for accelerated vesting in cases of death, disability, retirement, position elimination, or change in control. |

  135. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Name(1) | Grant Date | Total Unvested Options Outstanding | Options Not Vested | Remaining Vesting Dates | | René F. Jones | 1/31/2023 | 8,390 | 8,390 | 1/31/2026 | | | 1/31/2024 | 14,032 | 7,016 | 1/31/2026 | | | | | 7,016 | 1/31/2027 | | | 1/31/2025 | 10,599 | 3,533 | 1/31/2026 | | | | | 3,533 | 1/31/2027 | | | | | 3,533 | 1/31/2028 | | Daryl N. Bible | 1/31/2024 | 4,970 | 2,485 | 1/31/2026 | | | | | 2,485 | 1/31/2027 | | | 1/31/2025 | 3,366 | 1,122 | 1/31/2026 | | | | | 1,122 | 1/31/2027 | | | | | 1,122 | 1/31/2028 | | Kevin J. Pearson | 1/31/2023 | 3,496 | 3,496 | 1/31/2026 | | | 1/31/2024 | 5,847 | 2,923 | 1/31/2026 | | | | | 2,924 | 1/31/2027 | | | 1/31/2025 | 4,054 | 1,351 | 1/31/2026 | | | | | 1,351 | 1/31/2027 | | | | | 1,352 | 1/31/2028 | | Christopher E. Kay | 1/31/2023 | 2,063 | 2,063 | 1/31/2026 | | | 1/31/2024 | 3,508 | 1,754 | 1/31/2026 | | | | | 1,754 | 1/31/2027 | | | 1/31/2025 | 2,435 | 811 | 1/31/2026 | | | | | 812 | 1/31/2027 | | | | | 812 | 1/31/2028 | | Peter G. D’Arcy | 1/31/2023 | 1,608 | 1,608 | 1/31/2026 | | | 1/31/2024 | 2,690 | 1,345 | 1/31/2026 | | | | | 1,345 | 1/31/2027 | | | 1/31/2025 | 1,791 | 597 | 1/31/2026 | | | | | 597 | 1/31/2027 | | | | | 597 | 1/31/2028 |

  136. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 71 | |

  137. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Name | Grant Date | Performance Based Stock Units Granted | Performance Based Stock Units Not Vested | Remaining Vesting Dates | | René F. Jones | 1/31/2023 | 15,385 | 5,129 | 1/31/2026 | | | 1/31/2024 | 15,207 | 5,069 | 1/31/2026 | | | | | 5,070 | 1/31/2027 | | | 1/31/2024 | 21,724(1) | 23,112 | 12/31/2026 | | | 1/31/2025 | 14,709 | 4,902 | 1/31/2026 | | | | | 4,903 | 1/31/2027 | | | | | 4,904 | 1/31/2028 | | | 1/31/2025 | 18,387(1) | 18,936 | 12/31/2027 | | Daryl N. Bible | 7/31/2023 | 17,876 | 5,959 | 7/31/2026 | | | 1/31/2024 | 5,386 | 1,795 | 1/31/2026 | | | | | 1,795 | 1/31/2027 | | | 1/31/2024 | 7,694(1) | 8,185 | 12/31/2026 | | | 1/31/2025 | 4,672 | 1,557 | 1/31/2026 | | | | | 1,557 | 1/31/2027 | | | | | 1,558 | 1/31/2028 | | | 1/31/2025 | 5,839(1) | 6,013 | 12/31/2027 | | Kevin J. Pearson | 1/31/2023 | 6,411 | 2,138 | 1/31/2026 | | | 1/31/2024 | 6,336 | 2,112 | 1/31/2026 | | | | | 2,113 | 1/31/2027 | | | 1/31/2024 | 9,052(1) | 9,630 | 12/31/2026 | | | 1/31/2025 | 5,626 | 1,875 | 1/31/2026 | | | | | 1,875 | 1/31/2027 | | | | | 1,876 | 1/31/2028 | | | 1/31/2025 | 7,032(1) | 7,242 | 12/31/2027 | | Christopher E. Kay | 1/31/2023 | 3,783 | 1,262 | 1/31/2026 | | | 1/31/2024 | 3,802 | 1,267 | 1/31/2026 | | | | | 1,268 | 1/31/2027 | | | 1/31/2024 | 5,431(1) | 5,778 | 12/31/2026 | | | 1/31/2025 | 3,380 | 1,126 | 1/31/2026 | | | | | 1,127 | 1/31/2027 | | | | | 1,127 | 1/31/2028 | | | 1/31/2025 | 4,224(1) | 4,350 | 12/31/2027 | | Peter G. D’Arcy | 1/31/2023 | 2,949 | 984 | 1/31/2026 | | | 1/31/2024 | 2,915 | 972 | 1/31/2026 | | | | | 972 | 1/31/2027 | | | 1/31/2024 | 4,164(1) | 4,430 | 12/31/2026 | | | 1/31/2025 | 2,858 | 952 | 1/31/2026 | | | | | 953 | 1/31/2027 | | | | | 953 | 1/31/2028 | | | 1/31/2025 | 3,106(1) | 3,199 | 12/31/2027 |

  138. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (1) Awards indicated are PVSUs with a three-year cliff vesting schedule with payouts ranging from 0% to 150% of target based on absolute and relative average ROTCE and absolute and relative ROTA performance for the 2024 and 2025 awards. Also included in these figures are the accrued reinvested dividend equivalent units which are accrued on a quarterly basis and will pay out at the time the underlying shares vest and are subject to the same performance payout percentage. The PVSUs vest on December 31 of the last year of the three-year performance period, as indicated in the chart, but are not actually earned and settled until after the level of achievement against the pre-established performance metrics is certified by the C&HC Committee, which is completed in the first quarter of the year following the three-year performance period. |

  139. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | 72 |

  140. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth the number of stock option awards exercised and the value realized upon exercise during 2025 for the NEOs, as well as the number of stock awards vested and the value realized upon vesting.

  141. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested

  142. 2025 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | René F. Jones | 73,742 | 4,208,441 | 29,525 | 6,515,857 | | Daryl N. Bible | — | — | 7,754 | 1,558,756 | | Kevin J. Pearson | 15,087 | 917,893 | 12,416 | 2,739,624 | | Christopher E. Kay | — | — | 7,279 | 1,606,110 | | Peter G. D’Arcy | — | — | 5,699 | 1,257,551 |

  143. 2025 Option Exercises and Stock Vested

    | (1) Includes PVSUs granted on January 31, 2023 with a performance period of January 1, 2023 through December 31, 2025. The PVSUs and dividend equivalent units vested on December 31, 2025 and were earned and delivered after the level of achievement of 95% against the pre-established performance metrics was certified by the C&HC Committee on February 13, 2026. |

  144. 2025 Option Exercises and Stock Vested

    | (2) Amounts were calculated using the closing price of M&T’s common stock on the NYSE on the vesting dates. This also includes accrued cash dividends that payout only to the extent the underlying shares vest and distribute to participants. |

  145. Pension Benefits

    Pension Benefits The following table sets forth the present value of the accumulated pension benefits for the NEOs.

  146. 2025 Pension Benefits(1)(5)

    2025 Pension Benefits(1)(5)

  147. 2025 Pension Benefits(1)(5)

    | Name | Plan Name | Number of Years Credited Service(3) | Present Value of Accumulated Benefit ($) | Payments during Last Fiscal Year ($) | | René F. Jones | Qualified Pension Plan(2) | 13 | 268,674 | — | | Kevin J. Pearson | Qualified Pension Plan(2) | 36 | 1,382,871 | — | | | Supplemental Pension Plan(2)(4) | 36 | 546,850 | — | | Peter G. D’Arcy | Qualified Pension Plan(2) | 10 | 84,578 | — |

  148. 2025 Pension Benefits(1)(5)

    | (1) Please refer to footnote (2) to the “2025 Summary Compensation Table” for the assumptions used to calculate the present value of accumulated benefits. |

  149. 2025 Pension Benefits(1)(5)

    | (2) The Qualified Pension Plan provides tax-qualified pension benefits for a broad base of M&T employees. Effective January 1, 2006, the formula used to calculate benefits under the Qualified Pension Plan and the Supplemental Pension Plan was modified with respect to benefits earned after 2005. Benefits accrued under the prior formula as of December 31, 2005 were frozen and all Qualified Pension Plan participants, including each NEO (other than Messrs. Kay and Bible, who were never eligible to participate in the Qualified Pension Plan), were given a one-time election to remain an active participant in the Qualified Pension Plan and earn future benefits under a new reduced pension benefit formula, or to retain the frozen benefit in the Qualified Pension Plan and earn future enhanced benefits pursuant to a new component under the M&T Bank Corporation Retirement Savings Plan known as the “Qualified RAA.” Under the Qualified Pension Plan, each participant’s retirement benefit equals the sum of (a) the participant’s accrued benefit as of December 31, 2005 and (b) for each year of credited service earned after December 31, 2005, the sum of (i) 1% of compensation up to the Internal Revenue Code Section 401(a)(17) compensation limit for the plan year plus (ii) 0.35% of eligible compensation for the plan year in excess of 50% of that year’s Social Security wage base. Mr. Pearson elected to remain in the Qualified Pension Plan for periods on and after January 1, 2006. Messrs. Jones and D’Arcy elected to discontinue their future participation in the Qualified Pension Plan and Supplemental Pension Plan, choosing instead to participate in the Qualified RAA effective January 1, 2006. Messrs. Jones and D’Arcy have an accrued benefit under the Qualified Pension Plan as of December 31, 2005, but have each ceased to earn any benefit accrual service and any further benefit under the Qualified Pension Plan as of January 1, 2006. |

  150. 2025 Pension Benefits(1)(5)

    | (3) The years of credited service for all of the NEOs are based only on their service while eligible for participation in the Qualified Pension Plan. Generally, a participant must be paid for at least 1,000 hours of work during a plan year to be credited with a year of service for purposes of the Qualified Pension Plan. |

  151. 2025 Pension Benefits(1)(5)

    | 73 | |

  152. 2025 Pension Benefits(1)(5)

    | (4) As described in footnote (2) above, effective January 1, 2006, the formula used to calculate benefits under the Qualified Pension Plan and the Supplemental Pension Plan was modified with respect to benefits earned after 2005, and participants were given the opportunity to elect whether to continue participation in the Qualified Pension Plan and the Supplemental Pension Plan. Of the NEOs, Mr. Pearson elected to continue to actively participate in the revised Qualified Pension Plan and, as such, Mr. Pearson continues to participate in the Supplemental Pension Plan. Messrs. Jones and D’Arcy elected to discontinue their future active participation in the Qualified Pension Plan and Supplemental Pension Plan, choosing instead to participate in the Qualified RAA effective January 1, 2006. M&T maintains a nonqualified deferred compensation plan that is designed to provide participants with contributions that cannot be provided under the Qualified RAA because of the Internal Revenue Code Section 401(a)(17) compensation limit. For purposes of those contributions, compensation is capped at two times the annual Internal Revenue Code Section 401(a)(17) limit. For 2025, the Internal Revenue Code Section 401(a)(17) limit was $350,000 resulting in a plan compensation maximum of $700,000. Messrs. Jones and D’Arcy participated in the nonqualified deferred compensation plan in 2025 and were each credited with a contribution for 2025 as reported below under the discussion of 2025 Nonqualified Deferred Compensation Plans. |

  153. 2025 Pension Benefits(1)(5)

    | (5) Messrs. Kay and Bible are not participants in the Qualified Pension Plan or the Supplemental Pension Plan. |

  154. 2025 Pension Benefits(1)(5)

    Explanation of 2025 Pension Benefits Table. The 2025 Pension Benefits Table indicates, for each of the Qualified Pension Plan and the Supplemental Pension Plan, the NEO’s number of years of credited service, present value of accumulated benefit and any payments made during the year ended December 31, 2025. The amounts indicated in the column titled “Present Value of Accumulated Benefit” represent the lump-sum value, as of December 31, 2025, of the annual benefit that was earned by the NEOs as of December 31, 2025, assuming payment begins at each executive’s normal retirement age, or their current age, if later. The normal retirement age is defined as age 65 in the Qualified Pension Plan and the Supplemental Pension Plan. Certain assumptions were used to determine the present value of accumulated benefits payable at normal retirement age. Those assumptions are described in footnote (2) to the “2025 Summary Compensation Table.” Certain material terms of each of the Qualified Pension Plan and the Supplemental Pension Plan are summarized in the footnotes to the “2025 Pension Benefits Table” and in the narrative below. Qualified Pension Plan. Benefits under the Qualified Pension Plan are paid over the lifetime of the NEO or the lifetimes of the NEO and a beneficiary, as elected by the NEO. If the NEO is married on the date payments are to begin under the Qualified Pension Plan, payment will be in the form of a joint and 50% survivor annuity with the spouse as beneficiary unless the NEO elects another form of payment with the consent of the spouse. None of the NEOs who are participants in the Qualified Pension Plan are eligible to elect to receive the benefit due under the Qualified Pension Plan in the form of a one-time lump-sum payment. If benefits are paid in a form in which a benefit is to be paid to a beneficiary after the death of the NEO, benefits are reduced from the amount payable as a lifetime benefit solely to the NEO in accordance with the actuarial factors that apply to all participants in the Qualified Pension Plan. A participant’s benefit under the Qualified Pension Plan is generally payable as an annuity with monthly benefit payments. The Qualified Pension Plan benefits of all participants, including those benefits of NEOs, are payable from the assets held by an irrevocable, tax-exempt trust. In calculating a participant’s benefit, annual compensation in excess of the annual Internal Revenue Code 401(a)(17) limit may not be considered. A participant is eligible for early retirement under the Qualified Pension Plan if the participant retires before normal retirement age but after attaining age 55 and completing 10 years of service. An early retirement benefit is reduced 4% per year for each year that the benefit commences prior to normal retirement age. At December 31, 2025, Messrs. Jones and Pearson were each eligible for early retirement. Benefits under the Qualified Pension Plan are 100% vested after an employee has completed at least five years of service, and Messrs. Jones and Pearson are each 100% vested in his benefits in the Qualified Pension Plan. Supplemental Pension Plan. The Supplemental Pension Plan provides a benefit that is intended to make up for benefits that cannot be provided under the Qualified Pension Plan due to the Internal Revenue Code Section 401(a)(17) compensation limit. Under the Supplemental Pension Plan, compensation up to

  155. 2025 Pension Benefits(1)(5)

    | | 74 |

  156. 2025 Pension Benefits(1)(5)

    two times the annual Internal Revenue Code Section 401(a)(17) limit may be considered. For 2025, the Internal Revenue Code Section 401(a)(17) limit was $350,000 resulting in a compensation maximum of $700,000. Generally, benefits under the Supplemental Pension Plan are paid over the lifetime of the NEO or the lifetimes of the NEO and a beneficiary, as elected by the NEO. The Supplemental Pension Plan allows a NEO to elect to receive the benefit due under the plan in the form of a one-time lump sum payment. If benefits are paid as a lump sum payment, benefits are adjusted from the amount payable as a lifetime benefit solely to the NEO in accordance with the actuarial factors that apply to all participants in the Qualified Pension Plan. The pension benefit under the Supplemental Pension Plan is reduced in the same manner as under the Qualified Pension Plan if it begins to be paid before normal retirement age and continues to accrue in the same manner as under the Qualified Pension Plan if it begins to be paid after the normal retirement age. Service is determined under the Supplemental Pension Plan in the same manner as under the Qualified Pension Plan, as described above. The vesting schedule in the Supplemental Pension Plan is the same as in the Qualified Pension Plan and all of the NEOs who are participants in the Supplemental Pension Plan are 100% vested in their benefits in the Supplemental Pension Plan. A participant is eligible for early retirement under the Supplemental Pension Plan if the participant retires before normal retirement age but after attaining age 55 and completing 10 years of service. An early retirement benefit is reduced 4% per year for each year that the benefit commences prior to normal retirement age. At December 31, 2025, Messrs. Jones and Pearson were each eligible for early retirement.

  157. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth contributions, earnings and year-end balances for 2025 with respect to nonqualified deferred compensation for the NEOs.

  158. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation

  159. 2025 Nonqualified Deferred Compensation

    | Name | Nonqualified Deferred Compensation Component | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(2) ($) | Aggregate Earnings in Last FY(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(4) ($) | | René F. Jones | Leadership Deferral/Match | 205,000 | 17,250 | 169,105 | — | 1,391,225 | | | Leadership RAA | — | 22,425 | 18,041 | — | 140,501 | | Daryl N. Bible | Leadership Deferral/Match | 359,769 | 17,250 | 52,554 | — | 546,603 | | | Leadership DEC | — | 7,245 | 682 | — | 7,927 | | Kevin J. Pearson | Leadership Deferral/Match | 220,750 | 17,250 | 375,043 | — | 3,015,687 | | | Leadership RAA | — | — | — | — | — | | Christopher E. Kay | Leadership Deferral/Match | 97,500 | 17,250 | 106,586 | — | 795,017 | | | Leadership RAA | — | 9,488 | 7,028 | — | 54,294 | | Peter G. D’Arcy | Leadership Deferral/Match | 568,269 | 17,250 | 502,413 | — | 3,411,811 | | | Leadership RAA | — | 19,838 | 25,257 | — | 169,821 |

  160. 2025 Nonqualified Deferred Compensation

    | 75 | |

  161. 2025 Nonqualified Deferred Compensation

    | (1) The executive contributions to the Leadership Deferral/Match component were based on the NEOs’ deferral elections and the salaries set forth in the “2025 Summary Compensation Table.” The salaries in the “2025 Summary Compensation Table” include these contributions. Beginning in 2020, the NEOs had the opportunity to also make deferrals from their cash STI compensation. |

  162. 2025 Nonqualified Deferred Compensation

    | (2) This column represents M&T matching contributions made by M&T attributable to 2024 based on compensation earned and service performed during the year. These contributions by M&T to the Leadership Deferral/Match and the Leadership RAA components attributable to 2024 were made after December 31, 2024. |

  163. 2025 Nonqualified Deferred Compensation

    | (3) This column reflects earnings or losses on nonqualified deferred compensation account balances in 2025. Earnings may increase or decrease depending on the performance of the elected investment options. Earnings on these plans are not “above-market” and thus are not reported in the “2025 Summary Compensation Table.” Plan balances may be invested in various mutual funds and common stock. Investment returns on those funds and common stock ranged from (1.12)% to 32.37% for the year ended December 31, 2025. |

  164. 2025 Nonqualified Deferred Compensation

    | (4) This column represents the year-end balances of the NEOs’ nonqualified deferred compensation accounts. These balances include NEOs’ and M&T contributions that were included in the Summary Compensation Tables in previous years; such contribution amounts by M&T were reported each year in the “All Other Compensation” column of the Summary Compensation Table and are quantified by footnote thereto. Amounts in this column include earnings that were not previously reported in the respective year’s Summary Compensation Table because they were not “above-market” earnings. |

  165. 2025 Nonqualified Deferred Compensation

    Overview of Nonqualified Deferred Compensation Plans. M&T maintains the Leadership Retirement Savings Plan, a nonqualified deferred compensation plan. See footnote (3) to the “2025 Summary Compensation Table” for information regarding M&T’s contribution to the Leadership Retirement Savings Plan on behalf of each of the NEOs for 2025.

  166. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table indicates the potential post-employment payments and benefits for the NEOs in the events indicated below as though termination of employment occurred on December 31, 2025. M&T maintains certain arrangements, plans and programs under which our NEOs would be eligible to receive severance payments and other benefits upon termination of employment or a change in control of the company. M&T also sponsors a number of broad-based health, life and disability benefit programs for its employees, in which the NEOs also participate, such as short- and long-term disability coverage and group term life insurance coverage, which are not included below. While our plans provide for the payout amounts indicated below, actual amounts that M&T may pay out and the assumptions used in arriving at such amount can only be determined at the time of such executive’s termination or change in control and could differ materially from the amounts set forth below. Our plans do not provide for any payment at, following or in connection with a termination for cause.

  167. 2025 Post-Employment Benefits

    | Name | Involuntary / without cause(1) ($) | Death / Disability(2) ($) | Retirement(3) ($) | Change in Control(4) ($) | | René F. Jones(5) | | | | | | Severance and Health Benefit Coverage | 2,247,275 | — | — | 2,247,275 | | LTI(6) | 13,997,170 | 18,391,025 | 18,391,025 | 18,391,025 | | Total | 16,244,445 | 18,391,025 | 18,391,025 | 20,638,300 | | Daryl N. Bible(5)(7) | | | | | | Severance and Health Benefit Coverage | 1,545,011 | — | — | 1,545,011 | | LTI(6) | 4,684,054 | 6,199,555 | 0 | 6,199,555 | | Total | 6,229,065 | 6,199,555 | 0 | 7,744,566 | | Kevin J. Pearson(5) | | | | | | Severance and Health Benefit Coverage | 1,595,238 | — | — | 1,595,238 | | LTI(6) | 6,503,257 | 8,308,710 | 8,308,710 | 8,308,710 | | Total | 8,098,495 | 8,308,710 | 8,308,710 | 9,903,948 | | Christopher E. Kay(5)(7) | | | | | | Severance and Health Benefit Coverage | 1,481,253 | — | — | 1,481,253 | | LTI(6) | 3,199,086 | 4,283,008 | 0 | 4,283,008 | | Total | 4,680,339 | 4,283,008 | 0 | 5,764,261 | | Peter G. D’Arcy(5) | | | | | | Severance and Health Benefit Coverage | 1,241,744 | — | — | 1,241,744 | | LTI(6) | 2,694,297 | 3,507,010 | — | 3,507,010 | | Total | 3,936,041 | 3,507,010 | — | 4,748,754 |

  168. 2025 Post-Employment Benefits

    | (1) In the event of an involuntary termination without cause (i) unvested PVSUs will accelerate at target, but the payout will be prorated to reflect the number of months of service provided over the 36-month performance period; (ii) unvested PHSUs will accelerate at target and (iii) stock options will continue to vest for one year following termination and the exercise period for such vested stock options will end on the earlier of one year following termination or the original 10-year expiration date. |

  169. 2025 Post-Employment Benefits

    | (3) For employees who resign and are retirement eligible (defined as having reached age 55 with 10 or more years of service or as otherwise provided under an employee’s equity award agreement) (i) all vesting restrictions on PHSUs lapse immediately and (ii) PVSUs and stock options continue to vest pursuant to their original vesting schedule and the exercise period for stock options ends on the earlier of 4 years following retirement or the original 10-year expiration date. |

  170. 2025 Post-Employment Benefits

    | (4) In the event of a change in control, all vesting restrictions will lapse. With respect to the PVSUs, the payout will be at an amount equal to the greater of target or actual performance, calculated as of the quarter end immediately prior to the change in control announcement. For purposes of this disclosure, a payout at target is assumed. Cash severance is payable only upon a termination of employment. |

  171. 2025 Post-Employment Benefits

    | (5) See the “Present Value of Accumulated Benefit” column of the “2025 Pension Benefits” table and the “Aggregate Balance at Last FYE” column of the “2025 Nonqualified Deferred Compensation” table for additional payments upon termination. |

  172. 2025 Post-Employment Benefits

    | (6) Value computed for each stock option grant by multiplying (i) the difference between (a) $201.48, the closing market price of a share of our common stock on December 31, 2025 and (b) the exercise price per share for that option granted by (ii) the number of shares subject to each option that vests or continues to vest. PHSUs and PVSUs are valued at target based on the closing market price of a share of our common stock on December 31, 2025. |

  173. Severance Pay Plan

    Severance Pay Plan M&T maintains the Severance Pay Plan, which is a broad-based, tiered severance plan that provides eligible employees with post-employment severance payments and the continuation of certain employee benefits when a “Qualifying Event” (defined as any permanent, involuntary termination of a participant’s active employment as a result of a reduction in force, restructuring, outsourcing or elimination of position) occurs. The amount of severance an employee is eligible to receive is based upon the employee’s position and years of service. Each NEO participates in the Severance Pay Plan. Upon the occurrence of a Qualifying Event, each NEO will be entitled to:

  174. Severance Pay Plan

    | • | the continuation of his or her cash base salary for 104 weeks as determined at the time of the Qualifying Event; and |

  175. Severance Pay Plan

    | • | the continuation of certain benefits for up to the first 18 months in which severance payments are made, for those benefits that the NEO has elected at the time of the Qualifying Event, which may include medical, dental, vision and life insurance, and flexible spending accounts, provided the NEO continues to make contributions at the active employee rate. |

  176. Accelerated Vesting of Equity Awards

    Accelerated Vesting of Equity Awards As a general matter, all employees, including the NEOs, would be immediately vested in any unvested equity awards at the time of a change in control, death and disability. Unvested PHSUs granted to the NEOs will also vest automatically at retirement. Unvested PVSUs will vest automatically at target in the case of death or disability, at the greater of target or actual performance in the event of a change in control, and will continue vesting into retirement, subject to actual performance according to the original payout schedule. The stock options also continue to vest according to the original schedule upon retirement, and the exercise period is shortened to the lesser of four years post-retirement or the remaining original term. See also footnote (3) to the table titled “2025 Grants of Plan-Based Awards.”

  177. Accelerated Vesting of Equity Awards

    | 79 | |

  178. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO,” also known as our CEO), and other NEOs (“Non-PEO NEOs”) and company performance for the fiscal years listed below. The C&HC Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. Pursuant to SEC rules, the information in this “Pay Versus Performance Disclosure” section shall not be deemed to be incorporated by reference into any M&T filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, unless expressly incorporated by specific reference in such filing.

  179. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for René F. Jones 1 ($) | Compensation Actually Paid to René F. Jones 1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs 1 ($) | Average Compensation Actually Paid to Non-PEO NEOs 1,2,3 ($) | Value of Initial Fixed $100 Investment based on: 4 | | Net Income ($ Millions) | Return on Tangible Common Equity 5 | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2025 | 12,015,250 | 14,887,642 | 4,444,338 | 5,321,898 | 185.53 | 196.00 | 2,851 | 15.4% | | 2024 | 10,265,583 | 13,936,847 | 4,223,909 | 5,391,208 | 168.01 | 147.85 | 2,588 | 14.5% | | 2023 | 9,385,557 | 9,677,118 | 3,852,702 | 3,883,837 | 118.57 | 107.76 | 2,741 | 17.6% | | 2022 | 8,815,707 | 8,747,318 | 4,052,188 | 4,106,681 | 120.58 | 108.73 | 1,992 | 16.7% | | 2021 | 6,868,174 | 9,143,656 | 3,554,911 | 4,583,251 | 124.29 | 138.33 | 1,859 | 16.8% |

  180. Pay Versus Performance Disclosure

    | 1. | Mr. Jones was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  181. Pay Versus Performance Disclosure

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Darren J. King | Darren J. King | Daryl Bible | Daryl Bible | Daryl Bible | | Richard S. Gold | Richard S. Gold | Darren J. King | Kevin J. Pearson | Kevin J. Pearson | | Kevin J. Pearson | Kevin J. Pearson | Kevin J. Pearson | Christopher E. Kay | Christopher E. Kay | | Doris P. Meister | Christopher E. Kay | Christopher E. Kay | Mike Todaro | Peter D’Arcy | | | | Doris P. Meister | | |

  182. Pay Versus Performance Disclosure

    | 2. | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the company’s NEOs. These amounts reflect the “Total” column of the Summary Compensation Table with certain adjustments as described in footnote 3 below. |

  183. Pay Versus Performance Disclosure

    | 3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the other NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718 and valuation assumptions do not differ materially from those disclosed as of the grant date of the equity awards. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year. |

  184. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for René F. Jones ($) | Exclusion of Change in Pension Value for René F. Jones ($) | Exclusion of Stock Awards and Option Awards for René F. Jones ($) | Inclusion of Pension Service Cost for René F. Jones ($) | Inclusion of Equity Values for René F. Jones ($) | Compensation Actually Paid to René F. Jones ($) | | 2025 | 12,015,250 | — | (7,400,262) | — | 10,272,654 | 14,887,642 |

  185. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 4,444,338 | — | (2,051,519) | — | 2,929,079 | 5,321,898 |

  186. Pay Versus Performance Disclosure

    | | 80 |

  187. Pay Versus Performance Disclosure

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  188. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for René F. Jones ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for René F. Jones ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for René F. Jones ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for René F. Jones ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for René F. Jones ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for René F. Jones ($) | Total - Inclusion of Equity Values for René F. Jones ($) | | 2025 | 8,244,620 | 1,746,107 | — | 281,927 | — | — | 10,272,654 | | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 2,283,985 | 549,292 | — | 95,802 | — | — | 2,929,079 |

  189. Pay Versus Performance Disclosure

    | 4. | The Peer Group TSR set forth in this table utilizes the KBW NASDAQ Bank Index (assuming reinvestment of all dividends), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in M&T’s 2025 Form 10-K. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the company and in the KBW NASDAQ Bank Index, respectively, and assumes reinvestment of all dividends. Historical stock performance is not necessarily indicative of future stock performance. |

  190. Pay Versus Performance Disclosure

    | 5. | We determined Return on Tangible Common Equity (ROTCE) to be the most important financial performance measure used to link company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2021, 2022, 2023, 2024 and 2025. ROTCE is computed by dividing net operating income available to common equity by average tangible common equity. Net operating income available to common equity is computed by taking net income available to common equity and adding back the after-tax effect of the amortization of core deposit and other intangible assets, adding back the after-tax effects of merger-related expenses, and subtracting the after-tax effects of merger-related gains. Average tangible common equity is computed by taking average common equity for the applicable period and subtracting average goodwill and average core deposit and other intangible assets (net of any related average deferred tax amounts). The C&HC Committee and management use these non-GAAP financial measures as they believe they better reflect the impact of acquisition activity in reported results. See Appendix A for a reconciliation of GAAP financial measures to these corresponding non-GAAP financial measures. |

  191. Pay Versus Performance Disclosure

    | 81 | |

  192. Pay Versus Performance Disclosure

    NEOs Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR, and of the KBW NASDAQ Bank Index over the five most recently completed fiscal years. Relationship Between PEO and Non-PEO NEOs Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years.

  193. Pay Versus Performance Disclosure

    | | 82 |

  194. Pay Versus Performance Disclosure

    NEOs Compensation Actually Paid and Return on Tangible Common Equity The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our ROTCE during the five most recently completed fiscal years. See Appendix A for a reconciliation of ROTCE, a non-GAAP financial measure to its most directly comparable GAAP measure for 2023, 2024 and 2025. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the company considers to have been the most important in linking Compensation Actually Paid to our PEO and other Non-PEO NEOs for 2025 to company performance. The measures in this table are not ranked. Net Operating Income Earnings Per Share Return on Tangible Common Equity Return on Tangible Assets

  195. Pay Versus Performance Disclosure

    | 83 | |

  196. APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE M&T BANK CORPORATION 2019 EQUITY INCENTIVE COMPENSATION PLAN

    APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE M&T BANK CORPORATION 2019 EQUITY INCENTIVE COMPENSATION PLAN The M&T Bank Corporation 2019 Equity Incentive Compensation Plan (the “Existing Equity Plan”) was initially approved by shareholders in 2019 and was amended and restated in 2023 with more than 95% of shareholder votes cast in favor of approval. The Existing Equity Plan allows us to execute our pay-for- performance compensation philosophy by providing equity-based incentive awards to employees, including executive officers, offering pay opportunities that align employee interests with the long-term interests of our shareholders. Under the terms of the Existing Equity Plan, a limited number of shares of our common stock are reserved for these equity-based incentive grants. In February 2026, our Board approved an amendment and restatement of the Existing Equity Plan, subject to approval of our shareholders at the Annual Meeting. As described below, the amendment and restatement includes an increase to the number of shares of our common stock available for future awards, so that M&T can continue to grant equity-based incentive awards.

  197. Changes Reflected by the Amended Equity Plan

    | • | Imposing a one-year minimum vesting schedule for awards, except that up to 5% of the Shares reserved for issuance (subject to certain adjustments) are available for grant without regard to this requirement, and awards granted to non-employee directors on the date of an annual shareholders’ meeting satisfy this requirement if they provide for vesting at the shareholders’ meeting immediately following the grant date (but in any event not less than 50 weeks following the date of grant). |

  198. Purpose

    Purpose The Board is seeking shareholder approval of the Amended Equity Plan in order to (i) meet NYSE listing requirements, (ii) continue to maintain a limit on annual compensation of M&T’s non-employee directors, (iii) allow incentive stock options awarded under the Amended Equity Plan to meet the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and (iv) conform to good corporate governance. The purpose of the Amended Equity Plan is to promote the success of M&T and its affiliates by providing incentives to employees, non-employee directors, and members of the Director Advisory Councils of M&T or any of its subsidiaries or any successors thereto (“Key Advisors”) that will link their personal interests (i) to the financial success of M&T and its affiliates, and (ii) to growth in shareholder value. The Board and management believe that the ability to make equity awards enhances M&T’s ability to attract and retain qualified employees, non-employee directors and Key Advisors. The Board also believes that it is in the best interest of M&T and its shareholders to recognize the contributions of its employees, non-employee directors and Key Advisors in the success of M&T by providing an incentive for those employees, non-employee directors and Key Advisors to continue their service with M&T and its affiliates. Furthermore, as described in the CD&A section of this proxy statement, equity-based compensation is a significant component of M&T’s total compensation program, particularly with respect to its executive officers.

  199. Certain Key Provisions

    | • | imposes a one-year minimum vesting schedule for awards, except that up to 5% of the Shares reserved for issuance (subject to certain adjustments) are available for grant without regard to this requirement, and awards granted to non-employee directors on the date of an annual shareholders’ meeting satisfy this requirement if they provide for vesting at the shareholders’ meeting immediately following the grant date (but in any event not less than 50 weeks following the date of grant); |

  200. Certain Key Provisions

    | • | prohibits the grant of stock options or stock appreciation rights with an exercise price or base price that is less than fair market value on the date of grant; |

  201. Certain Key Provisions

    | • | prohibits any repricing of outstanding stock options or stock appreciation rights, absent shareholder approval; |

  202. Potential Overhang with 2,750,000 Additional Shares

    | Stock Options Outstanding under the Existing Equity Plan and the Prior Plan as of February 1, 2026 | 746,053 | | Weighted Average Exercise Price of Stock Options Outstanding under the Existing Equity Plan and the Prior Plan as of February 1, 2026 | $169.76 | | Weighted Average Remaining Term of Stock Options Outstanding under the Existing Equity Plan and the Prior Plan as of February 1, 2026 | 5.21 | | Outstanding Full Value Awards under the Existing Equity Plan and the Prior Plan as of February 1, 2026(1) | 1,743,721 | | Total Equity Awards Outstanding under the Existing Equity Plan and the Prior Plan as of February 1, 2026(2) | 2,489,774 | | Shares Available for Grant under the Existing Equity Plan as of February 1, 2026(3) | 1,504,401 | | Additional Shares Requested under the Amended Equity Plan | 2,750,000 | | Total Shares Requested under the Amended Equity Plan (Shares Available for Grant under the Existing Equity Plan, plus Additional Shares Requested under the Amended Plan) | 4,254,401 | | Total Potential Overhang under the Amended Equity Plan and the Prior Plan, as well as Assumed Equity Awards(4) | 6,833,025 | | Shares of Common Stock Outstanding as of February 1, 2026 | 150,585,757 | | Fully Diluted Shares(5) | 157,418,782 | | Potential Dilution of 2,750,000 Additional Shares as a Percentage of Fully Diluted Shares | 1.75% |

  203. Potential Overhang with 2,750,000 Additional Shares

    | (1) “Full Value Awards” includes performance-based and time-based restricted stock unit awards and time-based restricted stock awards under the Existing Equity Plan and Prior Plan. As of February 1, 2026, such “Full Value Awards” represent: 873,058 Shares subject to time-based restricted stock unit awards and 1,012,676 Shares subject to performance-based restricted stock unit awards (assuming maximum performance levels achieved). |

  204. Potential Overhang with 2,750,000 Additional Shares

    | (2) “Total Equity Awards” represents the sum of outstanding stock options and outstanding Full Value Awards under the Existing Equity Plan and the Prior Plan, in each case as of February 1, 2026. |

  205. Potential Overhang with 2,750,000 Additional Shares

    | (3) Assumes outstanding performance-based restricted stock units will be settled based on achievement of maximum performance levels. Any Shares that remain available for awards under the Existing Equity Plan will be available under the Amended Equity Plan, if approved, as of the Amendment Effective Date. |

  206. Potential Overhang with 2,750,000 Additional Shares

    | (4) “Total Potential Overhang” reflects the sum (i) Shares subject to outstanding equity awards under the Existing Equity Plan and the Prior Plan as of February 1, 2026, plus (ii) total Shares requested under the Amended Equity Plan, plus (iii) 88,850 Shares issuable upon exercise of outstanding stock options or rights assumed by M&T in connection with merger and acquisition transactions that are outstanding as of February 1, 2026. |

  207. Burn Rate

    | 1. | all stock options granted in the applicable year, all time-based restricted stock units granted in the applicable year, and all performance-based restricted stock units (assuming target performance) granted in the applicable year, divided by |

  208. Burn Rate

    | Element | 2025 | 2024 | 2023 | 3-Year Avg. | | Stock Options Granted | 74,753 | 133,834 | 179,551 | | | Time-Based Restricted Stock Units Granted | 463,637 | 608,637 | 522,367 | | | Performance-Based Restricted Stock Units Granted(1) | 250,350 | 318,454 | 249,551 | | | Total Granted | 788,740 | 1,060,925 | 951,469 | | | Weighted Average Shares of Common Stock Outstanding as of applicable fiscal year-end | 157,875,414 | 166,478,667 | 166,360,960 | | | Unadjusted Burn Rate (%) | 0.50 | 0.64 | 0.57 | 0.57 |

  209. Administration

    Administration The Amended Equity Plan will be administered by a committee appointed by the Board, consisting of three or more outside, independent members of the Board each of whom is (i) a “non-employee director” as defined in Rule 16b-3 of the Exchange Act and (ii) “independent” under the rules and regulations of the NYSE (or other stock exchange on which the M&T common stock is traded). The Board has appointed the C&HC Committee to administer the Amended Equity Plan. The C&HC Committee will have full power to administer the Amended Equity Plan, including the power to determine which Eligible Persons will receive awards under the Amended Equity Plan, the number of Shares that will be subject to awards, the terms, conditions and form of the awards, at which times awards may vest or be subject to vesting conditions (subject to the one-year minimum vesting limitation described below), determine whether awards should be subject to any conditions or objectives and when and to what extent any such conditions are achieved, whether an award may be deferred, whether the amount of payment of an award should be reduced or eliminated, and establish any “blackout” period that the C&HC Committee determines in its discretion necessary or advisable. The C&HC Committee will have discretionary authority to interpret the Amended Equity Plan and the award agreements evidencing the awards, prescribe, amend and rescind rules, guidelines and practices relating thereto, and make all other determinations deemed necessary or advisable for the administration of the Amended Equity Plan and the awards granted thereunder. To the extent permitted by the Amended Equity Plan and subject to compliance with applicable law and applicable stock exchange requirements, the C&HC Committee may also delegate its authority under the Amended Equity Plan to our Chief Executive Officer or to other officers of M&T, including the right to grant awards under the Amended Equity Plan other than to Eligible Persons who, at the time of grant, are subject to the reporting requirements of Section 16(a) of the Exchange Act. The C&HC Committee or its delegate are referred to as the “Committee” in the Amended Equity Plan. All determinations and decisions of the Committee will be final, conclusive and binding on all persons.

  210. Shares and Other Limits

    To the extent that Shares subject to an outstanding award under the Amended Equity Plan are not issued by reason of being forfeited, terminated, surrendered, exchanged, or canceled or by expiration of such award or by reason of being settled in cash in lieu of Shares, then such Shares will immediately again be available for issuance under the Amended Equity Plan. Shares issued under the Amended Equity Plan may consist, in whole or in part, of authorized and unissued Shares or treasury Shares, including Shares that have been reacquired by M&T in the open market, in private transactions, or otherwise, to fulfill its obligations under the Amended Equity Plan. Fractional Shares will not be issued under the Amended Equity Plan. If stock appreciation rights are granted under the Amended Equity Plan, the full number of Shares subject to the stock appreciation rights will be considered issued under the Amended Equity Plan, regardless of the number of Shares actually issued upon exercise of the stock appreciation rights. Shares that are surrendered in payment of the exercise price of an option (including an option granted under the Prior Plan) will not be available for issuance under the Amended Equity Plan. Shares that are withheld or surrendered in satisfaction of withholding taxes, or surrendered for the payment of taxes, with respect to awards (including awards granted under the Prior Plan) will not be available for issuance under the Amended Equity Plan. For the avoidance of doubt, if M&T repurchases Shares on the open market with the proceeds received from the exercise price of stock options, the repurchased Shares will not be available for issuance under the Amended Equity Plan. Award Limits. The maximum number of Shares that may be issued under the Amended Equity Plan as of the Amendment Effective Date pursuant to the exercise of “incentive stock options” as defined in Section 422 of the Code, is 2,750,000 Shares, subject to adjustment as described below. The maximum number of Shares that may be subject to awards granted to any employee or Key Advisor under the Amended Equity Plan in any calendar year will not exceed 300,000 Shares in the aggregate, subject to adjustment as described below. Non-Employee Director Compensation Limits. The maximum aggregate grant date value of Shares subject to awards made to any Non-Employee Director during any calendar year for services rendered as a Non-Employee Director, including any cash fees earned for services rendered as a Non-Employee Director during the calendar year, will not exceed $500,000 in total value. In determining this dollar limit, the value of awards will be calculated based on the grant date fair value of the awards for financial reporting purposes. Minimum Vesting Requirements. Awards will have regular vesting schedules that provide that no portion of the award will vest earlier than one year from the draft of grant. However, (i) awards granted to Non- Employee Director will be deemed to satisfy this minimum vesting requirement if granted on the date of our annual meeting of shareholders and vest on the date of our annual meeting of shareholders immediately following the date of grant (but in any event, not less than 50 weeks), and (ii) up to 5% of the Shares reserved under the Amended Equity Plan as of the Amendment Effective Date (subject to adjustment described below) may be granted without regard to this minimum vesting requirement. The Committee may accelerate vesting of any award in its discretion.

  211. Types of Awards

    Types of Awards Awards granted under the Amended Equity Plan may be in the form of stock options, stock appreciation rights, stock awards, restricted stock units, and performance units. The following is a brief description of the types of awards that may be granted under the Amended Equity Plan: Stock Options. The Committee may grant options to purchase Shares in such amounts as it determines, and each option granted under the Amended Equity Plan will be pursuant to an award agreement that contains the terms and conditions of the option, including the right to exercise the option following termination of employment or service, if any. The Committee may condition the grant or vesting of an option on the achievement of one or more performance goals. Dividends or dividend equivalent payments will not be payable on the Shares underlying an option. The Committee may grant options that are intended to qualify as incentive stock options under Section 422 of the Code, or non-qualified stock options, which are not intended to so qualify. Incentive stock options may only be granted to our employees. Anyone eligible to participate in the Amended Equity Plan may receive a grant of non-qualified stock options. The Committee may determine the exercise price of options granted under the Amended Equity Plan, but the exercise price cannot be less than the fair market value of a Share on the date the option is granted. If an incentive stock option is granted to an employee owning more than ten percent of M&T common stock or stock of our subsidiaries as determined under Section 424 of the Code, the exercise price of the incentive stock option cannot be less than 110% of the fair market value of a Share on the date such option is granted. The fair market value of our common stock is generally equal to the closing price of the common stock on the date the option is granted (or if there was no closing price on that date, on the next preceding date on which a closing price was reported). To the extent an option is exercisable, the option may be exercised by the delivery of a written notice to us setting forth the number of Shares with respect to which the option will be exercised and accompanied by the full payment of the exercise price for the options. The exercise price for any option may be paid in cash, through broker-assisted cashless exercise, by delivery or deemed delivery through attestation of Shares having a fair market value at the time of exercise equal to the aggregate exercise price, or any combination of the foregoing. If permitted by the Committee, the exercise price may be paid by directing the withholding of Shares subject to the exercisable option which have a fair market value on the date of exercise equal to the aggregate exercise price of the option, or by such other method as the Committee approves. The term of an option cannot exceed ten years from the date of grant, except that if an incentive stock option is granted to an employee owning more than ten percent of our common stock or stock of our subsidiaries, the term cannot exceed five years from the date of grant. Stock options are nontransferable, other than by will or the laws of descent and distribution, except that in the case of a non-qualified stock option, the Committee may permit the transfer of such stock option to the option-holder’s family members in accordance with applicable securities laws. Except as otherwise provided in an award agreement, any portion of a stock option that is not vested and exercisable at the time of a participant’s termination of employment or service will be forfeited upon the participant’s termination of employment or service for any reason.

  212. Types of Awards

    Stock Appreciation Rights. The Committee may grant stock appreciation rights in such amounts as the Committee determines to anyone eligible to participate in the Amended Equity Plan. Stock appreciation rights will be granted pursuant to an award agreement that contains the terms and conditions of the grant, including the right to exercise the exercisable stock appreciation rights following termination of employment or service, if any, and may be granted separately or in tandem with any option. The Committee may condition the grant or vesting of stock appreciation rights on the achievement of one or more performance goals. Dividends or dividend equivalent payments will not be payable on the Shares underlying stock appreciation rights. Stock appreciation rights granted with a non-qualified stock option may be granted either at the time the non-qualified stock option is granted or any time thereafter while the option remains outstanding. Stock appreciation rights granted with an incentive stock option must be granted only at the date of the grant of the incentive stock option. The Committee may determine the base amount of stock appreciation rights granted under the Amended Equity Plan, but the base amount cannot be less than the fair market value of a Share on the date the stock appreciation right is granted. If a stock appreciation right is granted in tandem with an option, the stock appreciation right is only exercisable during the period in which the related option is also exercisable. When a participant exercises a stock appreciation right, the participant will receive the excess of the fair market value of the underlying common stock on the date the stock appreciation right is exercised, over the base amount of the stock appreciation right. The appreciation of a stock appreciation right will be paid in Shares, cash, or both, as determined by the Committee. The term of a stock appreciation right cannot exceed ten years from the date of grant. Stock appreciation rights are nontransferable, other than by will or the laws of descent and distribution. Except as otherwise provided in an award agreement, any portion of a stock appreciation right that is not exercisable at the time of a participant’s termination of employment or service will be forfeited upon the participant’s termination of employment or service for any reason. Stock Awards. The Committee may grant stock awards to anyone eligible to participate in the Amended Equity Plan. A stock award is an award of our common stock that may be subject to restrictions or no restrictions as the Committee determines. The Shares underlying a stock award will be evidenced in a manner determined by the Committee, including book-entry registration or issuance of one or more stock certificates. Any stock certificate issued in respect of a stock award will be issued in the participant’s name and contain the terms, conditions, and any restrictions applicable to the stock award. Each stock award will be subject to an award agreement that will specify the terms and conditions of the stock award. The terms and conditions of a stock award may, in the discretion of the Committee, provide for the lapse of transfer restrictions, forfeiture provisions, or vesting and settlement conditions, as applicable, and may be contingent upon the participant’s continued employment or service, or on the achievement of one or more performance goals as determined by the Committee. Participants may not sell, transfer, pledge, assign, or otherwise alienate or hypothecate a stock award until the termination of any applicable restrictions. Except as provided under an award agreement, participants holding stock awards will have all of the voting rights of a shareholder as to the Shares underlying the stock award during the period under which such stock award is subject to any applicable restrictions. Unless otherwise determined by the Committee, participants holding stock awards will be entitled to receive dividends and distributions on the Shares underlying the stock award, provided that dividends with respect to stock awards that are subject to vesting restrictions will vest only if and to the extent that the underlying stock award vests. Except as otherwise provided in an award agreement, all unvested stock awards are forfeited if the participant’s employment or service is terminated for any reason.

  213. Types of Awards

    Restricted Stock Units. The Committee may grant restricted stock units to anyone eligible to participate in the Amended Equity Plan. Restricted stock units are awards denominated in Shares that will be settled, subject to the terms and conditions of the restricted stock unit grant, in an amount in cash, Shares, or a combination thereof, based on the fair market value of a specified number of Shares. Each restricted stock unit award will be subject to an award agreement that will specify the terms and conditions of the stock award. The terms and conditions of a restricted stock unit award may, in the discretion of the Committee, provide for the lapse of transfer restrictions, forfeiture provisions, or vesting and settlement conditions, as applicable, and may be contingent upon the participant’s continued employment or service or on the achievement of one or more performance goals as determined by the Committee. Participants may not sell, transfer, pledge, or assign a restricted stock unit award until the termination of any applicable restrictions. Holders of restricted stock unit awards are not entitled to any voting rights, but the award agreement granting the restricted stock unit award will specify whether, and to what extent, the participant will be entitled to receive amounts equal to dividends payable on the Shares underlying the award. Such dividend equivalents, if any, will be paid in cash, Shares, or other property, as provided for in the applicable award agreement, and will be payable only if and to the extent that the restricted stock unit award vests and is paid. Except as otherwise provided in an award agreement, all unvested restricted stock unit awards are forfeited if the participant’s employment or service is terminated for any reason. Performance Units. The Committee may grant performance units to anyone eligible to participate in the Amended Equity Plan. Performance units will be subject to terms and conditions and earned by the achievement of performance goals over designated performance periods, as established by the Committee. Like restricted stock units, performance units are not actual Shares but instead are awards that are denominated in Shares. After a performance period has ended, the holder of a performance unit may be entitled to receive a distribution of Shares, cash, or a combination thereof, in each case at the achievement level and on the terms and conditions as determined by the Committee. Until the end of the applicable performance period, performance units granted under the Amended Equity Plan may not be sold, transferred, pledged, or assigned, other than by will or by laws of decent and distribution. Any dividends or dividend equivalents related to performance units will not vest or be paid unless and until the underlying award vests and is paid. Except as otherwise provided in an award agreement, all unvested performance unit awards are forfeited if the participant’s employment or service is terminated for any reason. Performance Goals. The Committee may establish performance goals in connection with the grant of awards under the Amended Equity Plan, including performance units, stock awards, stock options, stock appreciation rights and restricted stock units that are conditioned or subject to the satisfaction of performance goals. The performance goals may be based on attainment of specific levels of performance of M&T or one or more of its Affiliates or lines of business (or may be particular to a participant or the department, branch, Affiliate or division of the business in which the participant works) with reference to one or more of the following criteria, or any such other criteria as the Committee determines: earnings, earnings growth, earnings per share, stock price (including growth measures and total shareholder return), improvement of financial ratings, internal rate of return, market share, cash flow, operating income, operating margin, net profit after tax, earnings before interest and taxes (EBIT), earnings before interest and taxes and amortization (EBITA), earnings before interest, taxes, depreciation and amortization (EBITDA), operating income before interest and taxes (OBIT), operating income before interest, taxes, depreciation and amortization (OBITDA), gross

  214. Types of Awards

    appreciation rights to reduce the exercise price of such outstanding stock options or base price of such stock appreciation rights, (ii) cancel outstanding stock options or stock appreciation rights in exchange for stock options or stock appreciation rights with an exercise price or base price, as applicable, that is less than the exercise price or base price, as applicable, of the original stock options or stock appreciation rights or (iii) cancel outstanding stock options or stock appreciation rights with an exercise price or base price, as applicable, above the current stock price in exchange for cash or other securities, except pursuant to a corporate change described above under “Capital Adjustments and Events.” Tax Withholding. M&T’s obligation to issue or deliver Shares or pay any amount pursuant to an award is subject to the satisfaction of applicable federal (including FICA), state, local and foreign tax withholding requirements, and M&T and its Affiliates have the power to deduct or withhold, or require a participant to remit, an amount sufficient to satisfy such taxes required by law to be withheld. To the extent permitted by the Committee, a participant may satisfy any withholding tax requirements by paying cash, authorizing us to withhold Shares otherwise issuable pursuant to the award or by delivering Shares. The Committee may establish such procedures as it deems appropriate for the settlement of withholding obligations with common stock having a fair market value on the date of withholding up to the maximum amount permitted to be withheld for tax purposes in the applicable jurisdiction.

  215. Additional Equity Compensation Plan Information

    Additional Equity Compensation Plan Information The following table provides information as of December 31, 2025 as required by SEC rules with respect to Shares that may be issued under M&T’s existing equity compensation plans. M&T’s existing equity compensation plans include the Existing Equity Plan, which has been previously approved by shareholders, and the M&T Bank Corporation Deferred Bonus Plan, which did not require shareholder approval. The Deferred Bonus Plan was frozen effective January 1, 2010 and did not allow any additional deferrals after that date. Prior to January 1, 2010, the plan allowed eligible officers of M&T and its subsidiaries to elect to defer all or a portion of their annual incentive compensation awards and allocate such awards to several investment options, including M&T common stock. At the time of the deferral election, participants also elected the timing of distributions from the plan. Such distributions are payable in cash, with the exception of balances allocated to M&T common stock which are distributable in the form of Shares. M&T also maintains an employee stock purchase plan (the “ESPP”), which was previously approved by shareholders and provides eligible employees of the company with the right to purchase Shares at a discount through accumulated payroll deductions. The table does not include information with respect to Shares subject to outstanding options and rights assumed by M&T in connection with mergers and acquisitions of the companies that originally granted those options and rights. Footnote (1) to the table sets forth the total number of

  216. Additional Equity Compensation Plan Information

    | | 96 |

  217. Additional Equity Compensation Plan Information

    Shares issuable upon the exercise of such assumed options and rights as of December 31, 2025 and their weighted-average exercise price.

  218. Additional Equity Compensation Plan Information

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options or Rights (1) | Weighted-Average Exercise Price of Outstanding Options or Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A) (2) | | | (A) | (B) | (C) | | Equity compensation plans approved by security holders | 729,680 | $164.46 | 2,459,959 | | Equity compensation plans not approved by security holders | 7,710 | $88.08 | — | | Total | 737,390 | $163.66 | 2,459,959 |

  219. Additional Equity Compensation Plan Information

    | (1) As of December 31, 2025, a total of 107,989 Shares were issuable upon exercise of outstanding options or rights assumed by M&T in connection with merger and acquisition transactions. The weighted-average exercise price of those outstanding options or rights is $149.64 per common share. |

  220. Additional Equity Compensation Plan Information

    | (2) This figure does not include the additional 2,750,000 Shares that are to be added under the Amended Equity Plan as of the Amendment Effective Date, for which shareholder approval is sought pursuant to this Proposal 3 of this proxy statement. As of December 31, 2025, in addition to 2,459,959 Shares remaining available for issuance as awards under the Existing Equity Plan, 1,807,347 Shares remain available for future issuance under the ESPP, including 59,208 Shares that were subject to purchase under the ESPP during the purchase period in effect as of December 31, 2025 and that were subsequently purchased in February 2026. |

  221. 2019 EQUITY INCENTIVE COMPENSATION PLAN

    2019 EQUITY INCENTIVE COMPENSATION PLAN

  222. Definitions

    2.3. “Award Agreement” means a written agreement or other document (which may be provided in the form of a plan or program) evidencing an Award under the Plan, including any amendment or modification thereof, that shall be in such form as the Committee may specify. The Committee in its discretion may, but need not, require a Participant to sign an Award Agreement. 2.4. “Base Price” means the price per Share at which an SAR may be exercised. 2.5. “Board” or “Board of Directors” means the Board of Directors of the Company. 2.6. “Cause” means, unless otherwise provided in an Award Agreement: the Participant’s (a) indictment for, conviction of, or pleading nolo contendere to, a felony or any crime involving fraud, misrepresentation, or moral turpitude (excluding traffic offenses other than traffic offenses involving the use of alcohol or illegal substances), (b) fraud, dishonesty, theft, or misappropriation of funds in connection with the Participant’s duties with the Company and its Affiliates, (c) material violation of the Company’s or an Affiliate’s Code of Conduct or employment policies, as in effect from time to time, (d) gross negligence or willful misconduct in the performance of the Participant’s duties with the Company and its Affiliates, or (e) breach of any written confidentiality, nonsolicitation, or noncompetition covenant with the Company or an Affiliate, in each case as determined in the sole discretion of the Committee. In the event that the Committee determines that the Participant engaged in any of the foregoing activities that are grounds for termination for Cause at any time, the Committee may determine that the Participant’s Termination of Service was a termination for Cause, even if not so designated at the date of termination. Notwithstanding the general rule of Section 3.2, following a Change in Control, any determination by the Committee as to whether “Cause” exists shall be subject to de novo review. 2.7. “Change in Control” shall have the meaning set forth in Appendix A. 2.8. “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto. 2.9. “Committee” means the committee(s), subcommittee(s), or person(s) the Board appoints to administer the Plan or to make or administer specific Awards hereunder consisting of three or more outside, independent members of the Board, each of whom shall be (a) a “non-employee director” as defined in Rule 16b-3 of the Exchange Act (or any successor rule), and (b) qualified to administer the Plan as contemplated by any rules and regulations of the New York Stock Exchange (or such other stock exchange on which the Common Stock is traded). If no appointment is in effect at any time, “Committee” means the Compensation and Human Capital Committee of the Board. 2.10. “Common Stock” means a share of the Company’s common stock, par value $0.50 per share. 2.11. “Company” means M&T Bank Corporation, and any successor thereto. 2.12. “Date of Grant” means the date on which an Award is granted under the Plan. 2.13. “Disability” means, unless otherwise provided in an Award Agreement, totally and permanently disabled as from time to time defined under the long-term disability plan of the Company or an Affiliate entitling a Participant to long-term disability benefits, or in the case where there is no applicable plan, permanent and total disability as defined in Section 22(e)(3) of the Code (or any successor section).

  223. Definitions

    2.14. “Disaffiliation” means an Affiliate’s ceasing to be an Affiliate for any reason (including, without limitation, as a result of a public offering, or a spin-off or sale by the Company, of the stock or other equity interests of the Affiliate) or a sale of a division of the Company and its Affiliates. 2.15. “Effective Date” means April 16, 2019. 2.16. “Eligible Person” means Employees, Non-Employee Directors and Key Advisors. 2.17. “Employee” means any person who is an employee of the Company or an Affiliate. 2.18. “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto. 2.19. “Exercise Price” means the price per Share at which an Option may be exercised. 2.20. “Fair Market Value” on or as of any date shall mean an amount equal to the then fair market value of a Share, as determined by the Committee pursuant to a reasonable method adopted in good faith for such purpose. Unless the Committee determines otherwise, if the Common Stock is traded on a securities exchange or automated dealer quotation system, Fair Market Value shall be the closing price for a Share, as of the relevant date, as reported on such securities exchange or automated dealer quotation system, or if there are no sales on such date, on the next preceding day on which there were sales. If the Common Stock is not listed on a national securities exchange, Fair Market Value shall be determined by the Committee in its good faith discretion, in accordance with the requirements of Section 409A of the Code. 2.21. “Incentive Stock Option” or “ISO” means an Option granted under the Plan that the Committee designates as an incentive stock option and is intended to meet the requirements of Section 422 of the Code (or any successor Section). 2.22. “Key Advisor” means a member of any of the Company’s, or any of its subsidiaries’, Director Advisory Councils or any successors thereto. 2.23. “Non-Employee Director” shall mean a member of the Board who is not an Employee. 2.24. “Nonqualified Stock Option” or “NQSO” means an Option granted under the Plan that is not intended to be an Incentive Stock Option. 2.25. “Option” means an Award described in Section 6.2(a). 2.26. “Participant” means an Eligible Person to whom an Award has been granted hereunder. 2.27. “Performance Goals” means the performance goals established by the Committee in connection with the grant of Awards, which may be based on the attainment of specified levels of one or more of the following measures or any such other measures as the Committee determines: earnings, earnings growth, earnings per share, stock price (including growth measures and total shareholder return), improvement of financial ratings, internal rate of return, market share, cash flow, operating income, operating margin, net profit after tax, EBIT, EBITA, EBITDA, OBIT, OBITDA, gross profit, operating profit, cash generation, revenues, asset quality, return on equity, return on tangible common equity, return on assets, return on operating assets, cost saving levels, efficiency ratio, net income, marketing-spending efficiency, core non-interest income, change in working capital, return on capital, capital adequacy, shareholder return or strategic goals and objectives. Performance Goals may be particular to an Eligible Person or the department, branch, Affiliate, or division in which the

  224. Definitions

    Eligible Person works, or may be based on the performance of the Company, one or more Affiliates, the Company and one or more Affiliates, or a particular line of business, and may, but need not be, based upon a change or an increase or positive result, and shall cover such period as the Committee may specify, subject to Section 3.8. Performance Goals may include or exclude extraordinary charges, losses from discontinued operations, restatements and accounting changes and other unplanned special charges such as restructuring expenses, acquisitions, acquisition expenses, including expenses related to goodwill and other intangible assets, stock offerings, stock repurchases and loan loss provisions, or any other items that the Committee deems appropriate. Any applicable Performance Goals shall be applied and interpreted in the discretion of the Committee. 2.28. “Performance Period” shall have the meaning ascribed to it in Section 8.2. 2.29. “Performance Unit” means an Award granted pursuant to Article 8 and settled in cash, Shares or a combination thereof. 2.30. “Period of Restriction” means the period during which (a) restrictions are imposed on Shares underlying a Stock Award, if applicable or (b) a Restricted Stock Unit becomes vested, taking into account the restrictions set forth in Section 3.8. 2.31. “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof. 2.32. “Plan” means this M&T Bank Corporation 2019 Equity Incentive Compensation Plan, as amended from time to time. 2.33. “Qualifying Separation” means, except to the extent otherwise provided by the Committee in the applicable Award Agreement, the Termination of Service of a Participant for any reason (other than under circumstances determined by the Company or an Affiliate to constitute Cause, or death or Disability) on or after attaining age 55 and completing ten or more years of service with the Company and/or an Affiliate, as such years of service are determined in accordance with the Company’s Human Resources Information System. 2.34. “Restricted Stock Unit” means an Award described in Section 7.2(b). 2.35. “SAR” means an Award in the form of a stock appreciation right described in Section 6.2(b). 2.36. “Section 422 Employee” means an Employee who is employed by the Company or a “parent corporation” or “subsidiary corporation” (both as defined in Sections 424(e) and (f) of the Code) with respect to the Company. 2.37. “Share” means a share of Common Stock. 2.38. “Specified Employee” means any individual who is a “key employee” (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) with respect to the Company and its Affiliates, as determined by the Company (or the Affiliate, in the event that the Affiliate and the Company are not considered a single employer under Sections 414(b) or 414(c) of the Code) each year in accordance with its uniform policy with respect to all arrangements subject to Section 409A of the Code. 2.39. “Stock Award” means an Award described in Section 7.2(a).

  225. Administration

    Administration 3.1. Authority of the Committee. The Committee shall administer the Plan. Subject to the provisions of the Plan, the Committee shall have all powers vested in it by the terms of the Plan, such powers to include the plenary authority and discretion to: (a) Determine the Eligible Persons to whom it grants Awards; (b) Determine whether and to what extent Incentive Stock Options, Nonqualified Stock Options, SARs, Stock Awards, Restricted Stock Units, Performance Units, or any combination thereof, are to be granted hereunder; (c) Determine the terms, conditions, form and amount (which need not be identical) of all Awards, including the Exercise Price of Options, the Base Price of SARs and the number of Shares covered by Awards; (d) Subject to Section 3.8, determine the time or times at which Awards may be granted or vest and any conditions which must be satisfied before an Award is made, vests or is settled; (e) Determine whether an Option shall be an Incentive Stock Option or a Nonqualified Stock Option; (f) Establish any objectives and conditions, including Performance Goals, for earning Awards; (g) Determine the terms of each Award Agreement and, subject to the provisions of Article 11, any amendments or modifications thereof; (h) Determine whether the conditions for earning an Award have been met and whether an Award will be paid at the end of a Performance Period;

  226. Administration

    administers the Plan, references in the Plan to the “Committee” shall be deemed to refer to the Board, the Committee or such delegate. 3.4. Procedures of the Committee. Except as may otherwise be provided in the charter or similar governing document applicable to the Committee, (a) all determinations of the Committee shall be made by not less than a majority of its members present at the meeting (in person or otherwise) at which a quorum is present; (b) a majority of the entire Committee shall constitute a quorum for the transaction of business; and (c) any action required or permitted to be taken at a meeting of the Committee may be taken without a meeting if a unanimous written consent, which sets forth the action, is signed by each member of the Committee and filed with the minutes for proceedings of the Committee. 3.5. Indemnification of Committee. In addition to such other rights of indemnification as they may have as members of the Board or Committee, the Company shall indemnify members of the Committee against all reasonable expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Award granted hereunder, and against all amounts reasonably paid by them in settlement thereof or paid by them in satisfaction of a judgment in any such action, suit or proceeding, if such members acted in good faith and in a manner which they believed to be in, and not opposed to, the best interests of the Company. 3.6. Award Agreements. Each Award under the Plan (a) shall be evidenced by an Award Agreement which shall be signed by an authorized officer of the Company and, if required, by the Participant, and (b) shall contain such terms and conditions as may be authorized or approved by the Committee. Such terms and conditions need not be the same in all cases. The effectiveness of an Award shall not be subject to the Award Agreement’s being signed by the Company and/or the Participant receiving the Award unless specifically so provided in the Award Agreement. Award Agreements may be amended only in accordance with Article 11 hereof. 3.7. Rule 16b-3 Requirements. Notwithstanding any other provision of the Plan, the Board or the Committee may impose such conditions on any Award (including, without limitation, the right of the Board or the Committee to limit the time of exercise to specified periods) as may be required to satisfy the requirements of Rule 16b-3 (or any successor rule), under the Exchange Act. 3.8. Minimum Vesting. Notwithstanding anything to the contrary herein, all Awards shall be subject to regular vesting schedules pursuant to which no portion of the Award is scheduled to vest prior to the first anniversary of the Date of Grant. However, (a) for purposes of Awards granted to Non-Employee Directors, any such Award shall be deemed to satisfy this minimum vesting requirement if such Award is granted on the date of the Company’s annual meeting of shareholders and vests on the date of the Company’s annual meeting of shareholders immediately following the Date of Grant (but not less than 50 weeks following the Date of Grant), and (b) subject to adjustments made in accordance with Section 4.2 below, up to 5% of the maximum number of Shares that may be delivered under the Plan as set forth in Section 4.1 may be granted without regard to this minimum vesting requirement.

  227. Options and SARs

    taxes due, (b) by delivery or deemed delivery through attestation of Shares having a Fair Market Value at the time of exercise equal to the total Exercise Price, (c) if permitted by the Committee, by withholding Shares subject to the exercisable Option, which have a Fair Market Value on the date of exercise equal to the Exercise Price, (d) by a combination of (a), (b) and (c), or (d) such other methods as the Committee deems appropriate. The proceeds from such a payment shall be added to the general funds of the Company and shall be used for general corporate purposes. As soon as practicable after receipt of written notification, payment of the Exercise Price and satisfaction of the applicable taxes, the Company shall deliver to the Participant stock certificates in an appropriate amount based upon the number of Options exercised, issued in the Participant’s name. No Shares shall be delivered pursuant to the exercise of an Option until the Exercise Price therefor has been fully paid and applicable taxes have been satisfied. Except as otherwise provided in Section 6.9 below, the applicable Participant shall have all of the rights of a shareholder of the Company holding the class or series of Shares that is subject to the Option (including, if applicable, the right to vote the applicable Shares and the right to receive dividends), when the Participant (i) has given written notice of exercise, (ii) if requested, has given the representation described in Section 15.7, and (iii) has paid in full for such Shares and satisfied all applicable tax obligations. 6.8. Special Provisions Applicable to Incentive Stock Options. To the extent provided or required under Section 422 of the Code or regulations thereunder (or any successor Section or regulations), the Award of Incentive Stock Options shall be subject to the following: (a) In the event that the aggregate Fair Market Value of the Common Stock (determined at the time the Options are granted) subject to ISOs held by a Participant that first becomes exercisable during any calendar year exceeds $100,000 then the portion of such ISOs equal to such excess shall be NQSOs. (b) An Incentive Stock Option granted to a Section 422 Employee who, on the Date of Grant is a Ten-Percent Shareholder, shall have an Exercise Price which is not less than 110% of the Fair Market Value of a Share on the Date of Grant. (c) No Incentive Stock Option granted to a Section 422 Employee who, on the Date of Grant is a Ten-Percent Shareholder, shall be exercisable later than the fifth (5th) anniversary of its Date of Grant. 6.9. Nontransferability of Options or SARs. No Option or SAR granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than (a) by will or by the laws of descent and distribution or (b) in the case of a Nonqualified Stock Option, as otherwise expressly permitted by the Committee including, if so permitted, pursuant to a transfer to the Participant’s family members, whether directly or indirectly or by means of a trust or partnership or otherwise. For purposes of the Plan, unless otherwise determined by the Committee, “family member” shall have the meaning given to such term in the Instructions to Form S-8 under the Securities Act of 1933, as amended, and any successor thereto. Any Option or SAR shall be exercisable, subject to the terms of the Plan, only by the applicable Participant, the guardian or legal representative of such Participant, or any person to whom such Option or SAR is permissibly transferred pursuant to this Section, it being understood that the term “Participant” includes such guardian, legal representative and other transferee; provided, however, that the term “Termination of Service” shall continue to refer to the Termination of Service of the original Participant.

  228. Stock Awards and Restricted Stock Units

    Stock Awards and Restricted Stock Units 7.1. Grant of Stock Awards or Restricted Stock Units. Subject to the terms and conditions of the Plan, including without limitation Section 3.8, the Committee, at any time and from time to time, may grant Stock Awards or Restricted Stock Units under the Plan to such Eligible Persons and in such amounts and on such terms and conditions as it shall determine. 7.2. Nature of Awards. (a) Stock Awards are actual Shares issued to a Participant, and shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates. Any certificate issued in respect of Stock Awards shall be registered in the name of the applicable Participant and shall bear an appropriate legend referring to the terms, conditions, and any restrictions applicable to such Award. Stock Awards may be subject to restrictions or no restrictions, as determined by the Committee. (b) Restricted Stock Units are Awards denominated in Shares that will be settled, subject to the terms and conditions of the Restricted Stock Units, in an amount in cash, Shares, or a combination thereof, based upon the Fair Market Value of a specified number of Shares. 7.3. Award Agreement. Each grant of a Stock Award or Restricted Stock Units under the Plan shall be subject to an Award Agreement specifying the terms and conditions of the Award. The terms and conditions may provide, in the discretion of the Committee, for the lapse of transfer restrictions or forfeiture provisions or vesting and settlement, as applicable, to be contingent upon the continued performance of services and/or the achievement of one or more specified Performance Goals. 7.4. Transferability. Restricted Stock Units and Stock Awards granted under the Plan may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the termination of the applicable Period of Restriction, if any. 7.5. Other Restrictions. The Committee shall impose such other restrictions on any Restricted Stock Units and Stock Awards granted pursuant to the Plan as it may deem advisable and the Committee may legend certificates representing Stock Awards or record stop transfer orders with respect to uncertificated Shares to give appropriate notice of such restrictions. 7.6. End of Period of Restriction. Except as otherwise provided in Articles 7 and 9, on the last day of the applicable Period of Restriction, (a) Shares subject to Stock Awards shall become nonforfeitable and freely transferable by the Participant and (b) subject to Section 15.13, Restricted Stock Units shall vest and be immediately settled. Once Stock Awards are released from the applicable restrictions, the Participant shall be entitled to have the legend or stop transfer order removed. The Committee may at any time accelerate the vesting of any Stock Awards or Restricted Stock Units. 7.7. Voting Rights Applicable to Stock Awards. During the Period of Restriction, if applicable, Participants holding Stock Awards granted hereunder may exercise full voting rights with respect to those Shares, unless otherwise specified in the applicable Award Agreement. 7.8. Dividends and Other Distributions. (a) Except as otherwise provided by the Committee and subject to the provisions of Section 4.2 and this Section 7.8, during the Period of Restriction, Participants holding Stock Awards shall be

  229. Stock Awards and Restricted Stock Units

    | B-12 | |

  230. Stock Awards and Restricted Stock Units

    entitled to receive all dividends and other distributions paid with respect to such Shares underlying the Stock Awards. Cash dividends with respect to Stock Awards that are subject to vesting restrictions will be credited to a book-entry account and paid to the Participant only when the underlying Stock Award vests. Subject to the limitations imposed under Article 4, dividends payable in Shares shall be paid in the form of Shares of the same class as the Shares with which such dividend was paid, and shall be subject to the same vesting terms as the underlying Stock Award. If any Shares underlying the Stock Award are forfeited, the Participant shall have no right to dividends or other distributions with respect to such Stock Award. (b) The Award Agreement for Restricted Stock Units shall specify whether, to what extent and on what terms and conditions the Participant shall be entitled to receive payments of cash, Shares or other property corresponding to the dividends payable on the Shares underlying the Award; provided that no such cash, Shares or other property corresponding to such dividends shall be paid unless and until the underlying Restricted Stock Units vest and are paid.

  231. Performance Units

    Performance Units 8.1. Grant of Performance Units. Subject to the terms and conditions of the Plan, Performance Units may be granted to Eligible Persons at any time and from time to time as shall be determined by the Committee. The Committee shall have complete discretion in determining the number of Performance Units granted to each Participant and the terms and conditions thereof. 8.2. Value of Performance Units. Subject to Section 3.8, the Committee shall set Performance Goals over certain periods to be determined in advance by the Committee (“Performance Period”). Prior to each grant of Performance Units, the Committee shall establish an initial number of Performance Units granted to a Participant for that Performance Period. Prior to each grant of Performance Units, the Committee also shall set the Performance Goals that will be used to determine the extent to which the Participant receives a number of Shares, an amount of cash, or a combination thereof for the Performance Units awarded for such Performance Period. With respect to the Performance Goals utilized during a Performance Period, the Committee may assign percentages to various levels of performance which shall be applied to determine the extent to which the Participant shall receive a distribution of Shares, amount of cash or a combination thereof in respect of the Performance Units awarded. 8.3. Payment of Performance Units. After a Performance Period has ended, the holder of an Award of Performance Units shall be entitled to receive a distribution of Shares, payment of cash or a combination thereof in respect of Performance Units awarded, in each case, at the level and on the terms and conditions determined by the Committee. 8.4. Committee Discretion to Adjust Awards. The Committee shall have the authority to modify, amend or adjust the terms and conditions of any Award of Performance Units, at any time or from time to time, including but not limited to the Performance Goals. Notwithstanding the foregoing provisions of this Section 8.4, any adjustments made pursuant to this Section 8.4 to any Award that constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code shall be made in a manner such that the Award shall comply or continue to comply with the requirements of Section 409A of the Code. 8.5. Nontransferability. No Performance Units granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution until the termination of the applicable Performance Period.

  232. Performance Units

    | | B-13 |

  233. Performance Units

    8.6. Dividends and Other Distributions. The Award Agreement for Performance Units shall specify whether, to what extent and on what terms and conditions the Participant shall be entitled to receive payments of cash, Shares or other property corresponding to the dividends payable on the Shares underlying the Performance Units, as applicable; provided that no such cash, Shares or other property corresponding to such dividends shall be paid unless and until the underlying Performance Units vest and are paid.

  234. Termination of Service or Services as a Participant

    Termination of Service or Services as a Participant 9.1. Termination of Service Other Than Due to a Qualifying Separation, Death, Disability or Cause. Subject to Section 15.13 and except as otherwise provided in an Award Agreement, if a Participant’s Termination of Service is on account of any reason other than a Qualifying Separation, death, Disability, or termination for Cause: (a) Any Option or SAR that is unvested as of the date of termination shall be immediately cancelled and terminated, and any Option or SAR that is vested and exercisable may be exercised during such period of time following the Participant’s Termination of Service as determined by the Committee and set forth in the Award Agreement; provided that such period of time shall not extend past the original expiration date of the Option or SAR; (b) Any unvested Stock Award shall automatically be forfeited and any such unvested Shares shall be returned to the Company or cancelled, as applicable; and (c) Any unvested Restricted Stock Units and Performance Units shall be forfeited and no payment shall be made with respect thereto. 9.2. Termination of Service Due to a Qualifying Separation, Death or Disability. Subject to Section 15.13, in the event a Participant’s Termination of Service is on account of a Qualifying Separation, death or Disability, the Committee shall determine and provide in an Award Agreement whether and to what extent (a) a Participant’s Options and SARs may be exercised; (b) any remaining Period of Restriction applicable to Stock Awards or Restricted Stock Units where vesting is not conditioned upon the achievement of Performance Goals shall lapse and Restricted Stock Units shall be settled; and (c) the Performance Goals applicable to any unvested Awards shall be deemed earned and settled. 9.3. Termination of Service for Cause. Except as otherwise provided in an Award Agreement, in the event of a Termination of Service of a Participant by the Company for Cause, any Awards then held by a Participant shall be immediately forfeited by the Participant and cancelled.

  235. Change in Control

    Change in Control 10.1. Vesting of Awards. Notwithstanding any other provisions of the Plan, and except as otherwise provided in the Award Agreement, or otherwise determined by the Committee, in the event of a Change in Control, (a) any Options or SARs outstanding which are not then exercisable and vested shall become fully exercisable and vested, (b) the restrictions applicable to any Stock Awards shall lapse and such Stock Awards shall become free of all restrictions and become fully vested and transferable and (c) the restrictions applicable to any Restricted Stock Units shall lapse and such Restricted Stock Unit shall become fully vested and settled; provided that, with respect to any Restricted Stock Unit Award that constitutes “nonqualified deferred compensation” within the meaning

  236. Change in Control

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  237. Change in Control

    of Section 409A of the Code, unless the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code, the Award shall immediately vest but shall not be settled until the date such Award would otherwise be settled pursuant to the terms of the Award Agreement. Without the consent of Participants, the Committee may require that Participants surrender their outstanding Options or SARs in exchange for a payment by the Company, in cash or Common Stock as determined by the Committee, in an amount equal to the amount, if any, by which the then Fair Market Value of the Shares subject to the Participant’s unexercised Options or SARs exceeds the Option Exercise Price or SAR Base Price, as applicable, or, after giving Participants an opportunity to exercise their outstanding Options or SARs, the Committee may terminate any or all unexercised Options or SARs at such time as the Committee deems appropriate. Such surrender, termination or payment shall take place as of the date of the Change in Control or such other date as the Committee may specify. Without limiting the foregoing, if the per share Fair Market Value of the Common Stock does not exceed the per share Option Exercise Price or per share SAR Base Price, the Company shall not be required to make any payment to the Participant upon surrender of the Option or SAR. 10.2. Performance-Based Awards. Notwithstanding any other provisions of the Plan, and except as otherwise provided in the Award Agreement or otherwise determined by the Committee, in the event of a Change in Control, all Awards granted under the Plan which are subject to Performance Goals, including Performance Units, shall be immediately settled and paid out; provided that, with respect to each Award that constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code, unless the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code, the Award shall immediately vest but shall not be settled until the date such Award would otherwise be settled pursuant to the terms of the Award Agreement. Unless otherwise provided in the Award Agreement or otherwise determined by the Committee, the amount of the payout shall be based on the extent, as determined by the Committee, to which Performance Goals established for the Performance Period then in progress have been satisfied through the end of the month immediately preceding the effective date of the Change in Control.

  238. General Provisions

    General Provisions 15.1. The establishment of the Plan shall not confer upon any Eligible Person any legal or equitable right against the Company, any Affiliate or the Committee. Except as expressly provided in the Plan, neither the Company nor any of its Affiliates shall be required or be liable to make any payment under the Plan. Participation in the Plan shall not give an Eligible Person any right to be retained in the service of the Company or any Affiliate. 15.2. Neither the adoption of the Plan nor its submission to the Company’s shareholders shall be taken to impose any limitations on the powers of the Company or its Affiliates to issue, grant, or assume options, warrants, rights, or restricted stock, or other awards otherwise than under the Plan, or to adopt other stock option, restricted stock, or other plans, or to impose any requirement of shareholder approval upon the same. 15.3. The interests of any Eligible Person under the Plan or Awards granted hereunder are not subject to the claims of creditors and may not, in any way, be transferred, assigned, alienated or encumbered, except to the extent provided in an Award Agreement. 15.4. Each Participant under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively and who may include a trustee under a will or living trust) to whom any benefit under the Plan is to be paid in case of the Participant’s death before the Participant receives any or all of such benefit. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee, and will be effective only when filed by the Participant in writing with the Committee during the Participant’s lifetime. In the absence of any such designation or if all designated beneficiaries predecease the Participant, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.

  239. APPENDIX A OF THE PLAN

    APPENDIX A OF THE PLAN “Change in Control” shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied: (a) The acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then-outstanding Shares (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of Appendix A, the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition of between 20% and 40%, inclusive, of the Outstanding Company Common Stock or the Outstanding Company Voting Securities if the Board approves such acquisition either prior to or immediately after its occurrence, (iii) any acquisition by the Company, (iv) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate, (v) any acquisition by any corporation controlled by the Company or (vi) any acquisition by any corporation pursuant to a transaction that complies with clauses (c)(A), (c)(B) and (c)(C) of Appendix A; or (b) Any time at which individuals who, as of the Amendment Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Amendment Effective Date whose election, or nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (c) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its subsidiaries, or a sale or other disposition of all or substantially all of the assets of the Company (each, a “Business Combination”), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners, respectively, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from