M&T BANK CORP

M&T Bank Corporation (“M&T,” “we,” “our,” or the “company”) is providing you this proxy statement because its Board of Directors (the “Board”) is soliciting your proxy to vote your shares of M&T common stock at the 2025 Annual Meeting of Shareholders (the “Annual Meeting”), or any adjournment or adjournments thereof. The proxy materials are first being made available to shareholders of M&T on or about March 4, 2025. The Annual Meeting will be held on Tuesday, April 15, 2025.

For information on the details of the voting process, how to attend the virtual Annual Meeting and other important procedures, please see “General Information—Questions and Answers” starting on page 90.

Voting Matters and Board Recommendations

About Our Company

M&T is a financial holding company headquartered in Buffalo, New York, driven to make a positive difference in people’s lives.

M&T’s principal banking subsidiary, M&T Bank, creates unique opportunities for our commercial, business, and retail clients through financial services and personalized customer service across its branch and ATM network. M&T’s network of core, specialty, and institutional banking services, bolstered by Wilmington Trust’s wealth guidance, connect customers and businesses to the capital, people, and ideas that foster success and deepen relationships across the country and beyond.

A Bank for Communities

M&T strives to be a trusted partner to empower aspirations—both big and small—for customers and communities. Whether it is financial advice, strategic advice, or convening key connections, we aim to add value and create unique opportunities for our commercial, business and retail clients.

M&T Highlights (as of December 31, 2024) • One of the 15 largest U.S.-based, commercial bank holding companies* • National capabilities from our suite of specialty businesses and Wilmington Trust • More than 22,000 employees • More than 950 branches • Contributed over $58.2 million to more than 4,000 nonprofit organizations through charitable foundation grants, community sponsorships and tax credit programs in 2024 • $208.1 billion in total assets • $161.1 billion in total deposits • Total shareholders’ equity of $29.0 billion • Capital level in top quartile of peer group**: 11.68% Common Equity Tier 1 (CET1) Capital Ratio • Net Interest Margin in top quartile of peer group**: 3.58% Net Interest Margin in 2024 * Based on total assets, excluding certain non-U.S. bank holding companies and non- commercial banks ** See pages 44-45 of this proxy statement for information on M&T’s peer group

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 14 director nominees at the Annual Meeting to hold office until the next 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.

Director Nominees

Board Composition

In discharging its duties to review director nominees, the Nomination and Governance Committee (the “N&G Committee”) considers the experience, skill set, independence and diversity of backgrounds of nominees in the full context of the current composition, needs, and obligations of the Board. A balanced Board composition, supplemented by a thoughtful approach to director refreshment, is a priority.

The 14 director nominees represent a range of backgrounds, professions, skills, experiences and communities. The N&G Committee believes these complementary skills and experiences produce an effective and highly qualified Board. The N&G Committee also believes it is desirable to maintain a mix of experienced, longer-tenured directors who possess deep institutional knowledge along with newer directors who have different areas of expertise, backgrounds and perspectives. Information on the skills, tenure, independence, and gender and racial diversity of the Board, including a Board Skills Matrix, can be found in the Corporate Governance of M&T Bank Corporation section of this proxy statement.

At the 2025 Annual Meeting, 50% of our 14 director nominees represent gender or racial diversity, including four women and three people of color. The director nominees range in age from 47 to 79, and the average age is approximately 67. Half of the director nominees have served on the Board for five years or less.

See “Proposal 1—Election of Directors” and “Corporate Governance of M&T Bank Corporation” further below for more information on our director nominees as well as Board qualifications, tenure, independence and diversity.

Corporate Governance Practices The Board is committed to sound and effective corporate governance that conforms to the highest standards of business ethics and integrity, provides robust oversight of management and promotes the long-term interests of our shareholders. The Board reviews M&T’s Corporate Governance Standards annually. It regularly reviews other governance practices, industry developments and shareholder feedback to promote continued effectiveness. Below are selected highlights of M&T’s corporate governance practices.

See “Corporate Governance of M&T Bank Corporation” further below in this proxy statement for more information on our corporate governance practices.

Proposal 2—Advisory, Non-Binding Vote to Approve the 2024 Compensation of M&T Bank Corporation’s Named Executive Officers

We are asking our shareholders to review and vote, on an advisory basis, on the 2024 compensation of our named executive officers (“NEOs”). As described in the “Compensation Discussion and Analysis” section of this proxy statement, our executive compensation policies and practices are centered on creating apay-for- performance culture that drives M&T performance, aligns the interests of our executives with the long-term interests of our shareholders and reduces incentives for unnecessary and excessive risk-taking.

Executive Compensation Program Our executive compensation program aims to create a culture of pay-for-performance by offering short- and long-term incentive compensation opportunities that reward executives for their individual contributions as well as M&T’s long-term performance.

Compensation Philosophy. Our compensation philosophy is to emphasize long-term equity-based compensation and provide competitive compensation opportunities that will attract and retain executive officers capable of achieving M&T’s performance objectives. Overseen by the Compensation and Human Capital (“C&HC”) Committee, this philosophy allows us to align our compensation with performance by: • 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; • tying a significant portion of each NEO’s ultimate realized compensation to the future value of M&T common stock, in alignment with our shareholders; • balancing growth with prudent risk taking, including through the C&HC Committee’s consideration of each NEO’s performance with respect to risk management and the use of performance-based stock unit awards that vest in alignment with levels of performance; • creating a culture of stock ownership and retention, including through M&T’s Stock Ownership and Retention Guidelines for Executives, resulting in each NEO having a substantial financial stake tied to the long-term performance of M&T and further ensuring our NEOs’ alignment with shareholders; • performing, for each NEO, an annual assessment of the “market price of the seat” and balancing external data with an executive’s experience, role, responsibilities and prior and anticipated future contributions; and • assessing short-term performance and awarding variable compensation based on a balanced discretionary assessment of holistic company and individual performance.

The following illustrates some important features of our executive compensation program:

Total Compensation Pay Mix

Our executive compensation program provides for a mix of base salary, short-term cash incentives and long-term equity-based incentives that vest over time in alignment with our compensation philosophy and the objectives cited above.

The charts below show the 2024 performance year total compensation pay mix of our CEO and the average of our other NEOs. For this purpose, compensation for the “performance year” consists of (i) annual base salary as of the end of 2024, (ii) short-term cash incentive (“STI”) paid in 2025 for 2024 performance, and (iii) the long-term equity-based incentive (“LTI”) award (target value) granted in 2025 for 2024 performance.

Our LTI award is a mix of performance-vested stock units (“PVSUs”), performance-hurdled stock units (“PHSUs”) andnon-qualified stock options (“stock options” or “NQSOs”). As shown here, 90% of 2024 performance year target pay is “at risk” for our CEO and, on average, 83% is “at risk” for our other NEOs.

As described in more detail in the “Compensation Discussion and Analysis” section of this proxy statement:

See “Proposal 2—Advisory, Non-Binding Vote to Approve the 2024 Compensation of M&T Bank Corporation’s Named Executive Officers” further below in this proxy statement for more information.

Proposal 3—Ratification of the Appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm of M&T Bank Corporation for the Year Ending December 31, 2025

We are asking shareholders to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2025.

The Audit Committee annually evaluates the qualifications, performance and independence of the independent auditor. As a result of this evaluation, on February 18, 2025, the Audit Committee appointed PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T for the year ending December 31, 2025. The Audit Committee and Board believe the continued retention of PricewaterhouseCoopers LLP is in the best interests of M&T and its shareholders.

See “Proposal 3—Ratification of the Appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm of M&T Bank Corporation for the Year Ending December 31, 2025” further below in this proxy statement for more information.

PROXY STATEMENT