MTB M&T Bank Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

M&T BANK CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Securities to be registered pursuant to Section 12(b) of the Act:

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form

relates: 333-274646

Securities to be registered pursuant to Section 12(g) of the Act:

None

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered.

The description of the general terms and provisions of the Perpetual 7.500% Non-Cumulative Preferred Stock, Series J, with a liquidation preference of $10,000 per share (the “Series J Preferred Stock”), of M&T Bank Corporation (the “Registrant”) as well as the description of the Registrant’s depositary shares (the “Depositary Shares”), each representing a 1/400th interest in a share of the Series J Preferred Stock to be registered hereunder, is incorporated herein by reference to the descriptions included under the captions “Description of Series J Preferred Stock” and “Description of the Depositary Shares,” respectively, in the Prospectus Supplement, dated as of May 6, 2024, as filed with the Securities and Exchange Commission (the “Commission”) on May 8, 2024 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, to the prospectus, dated as of September 22, 2023, included in the Registration Statement on Form S-3ASR (No. 333-274646) of the Registrant, as filed with the Commission on September 22, 2023. Such sections are incorporated herein by reference.

Item 2. Exhibits.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.