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 2026 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 10, 2026. The Annual Meeting will be held on Tuesday, April 21, 2026.

For information on the details of the voting process, how to attend the virtual Annual Meeting and other important procedures, please see the section of this proxy statement titled “General Information—Questions and Answers” starting on page 102.

Voting Matters and Board Recommendations

About Our Company

At M&T, we connect our customers to the capital, ideas and people they need to thrive—because we know that when our communities succeed, we all succeed. Founded in 1856 in Buffalo, New York, we strive to provide strength and peace of mind to our clients in all economic environments thanks to our consistent earnings, strong profitability and financial stability.

M&T’s principal banking subsidiary, M&T Bank, creates opportunities for our commercial, business, and retail clients through financial services and personalized customer service across its branch and ATM network. As our company grows, we are expanding on our unique combination of core, specialty and institutional banking services, along with Wilmington Trust’s corporate trust, agency services and wealth guidance.

A Bank for Communities

For more than 165 years, M&T has strived to take an active role in our communities and build long- lasting relationships with our customers. We are a bank for communities—combining the capabilities of a large bank with the care of a locally focused institution. Our purpose is to make a difference in people’s lives and uplift the communities we serve.

Local Roots, Big Scale

M&T is more than a bank. We aim to be a trusted partner offering local bank service and big bank scale. We have the stability and sophistication of one of the largest U.S. banks, but we are grounded in our relationship-driven, community bank model that has made us a dependable engine of local economic development.

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.

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 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 12 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, and independence 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 2026 Annual Meeting, the director nominees range in age from 48 to 75, and the average age is approximately 67. Half of the director nominees have served on the Board for five years or less.

The Board unanimously recommends you vote “FOR” each director nominee standing for election. 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 and independence.

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 and N&G Committee each review M&T’s Corporate Governance Standards annually. The Board 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 2025 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 2025 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 2025 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 2025, (ii) short-term cash incentive (“STI”) paid in 2026 for 2025 performance, and (iii) the long-term equity-based incentive (“LTI”) award (target value) granted in 2026 for 2025 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, 91% of 2025 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:

The Board unanimously recommends you vote “FOR” the 2025 compensation of M&T’s Named Executive Officers. See “Proposal 2—Advisory, Non-Binding Vote to Approve the 2025 Compensation of M&T Bank Corporation’s Named Executive Officers” further below in this proxy statement for more information.

Proposal 3—Amendment and Restatement of the M&T Bank Corporation 2019 Equity Incentive Compensation Plan

Our 2019 Equity Incentive Compensation Plan, as amended and restated from time to time (the “Equity Plan”) was most recently amended and restated in 2023, with more than 95% of shareholder votes cast in favor. The Equity Plan was originally adopted in 2019 and allows us to execute ourpay-for-performance compensation philosophy by providing equity-based incentive awards to employees, including executive officers, thereby offering pay opportunities that align employee interests with the long-term interests of our shareholders. Under the terms of the 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 Equity Plan, subject to the approval of our shareholders at the Annual Meeting. The amendment and restatement of the Equity Plan includes an increase in the number of shares of our common stock available for future awards under the Equity Plan, so that the company can continue to grant equity-based incentive awards.

The Board unanimously recommends you vote “FOR” the approval of the amendment and restatement of the Equity Plan. See“Proposal 3—Amendment and Restatement of the M&T Bank Corporation 2019 Equity Incentive Compensation Plan”further below in this proxy statement for more information.

Proposal 4—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, 2026

We are asking shareholders to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2026.

The Audit Committee annually evaluates the qualifications, performance and independence of the independent auditor. As a result of this evaluation, on February 17, 2026, the Audit Committee appointed PricewaterhouseCoopers LLP as the independent registered public accounting firm of M&T for the year ending December 31, 2026. The Audit Committee and Board believe the continued retention of PricewaterhouseCoopers LLP is in the best interests of M&T and its shareholders.

The Board unanimously recommends you vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP. See “Proposal 4—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, 2026” further below in this proxy statement for more information.