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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 22, 2025
___________________________________
M&T BANK CORPORATION
(Exact name of registrant as specified in its charter)
___________________________________

New York
(State or other jurisdiction of incorporation)
1-9861
(Commission File Number)
16-0968385
(I.R.S. Employer Identification Number)
One M&T Plaza, Buffalo, New York
14203
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (716) 635-4000
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbols
Name of Each Exchange on Which Registered
Common Stock, $.50 par valueMTBNew York Stock Exchange
Perpetual Fixed-to-Floating Rate
Non-Cumulative Preferred Stock, Series H		MTBPrHNew York Stock Exchange
Perpetual 7.500% Non-Cumulative
Preferred Stock, Series J		MTBPrJNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company    ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 8.01     Other Events.
On January 22, 2025, M&T Bank Corporation (“M&T”) announced that its Board of Directors authorized a share repurchase program to repurchase up to $4.0 billion of M&T common stock, $0.50 par value per share, on the open market or in privately negotiated transactions. The exact number of shares, timing for such repurchases, and the price and terms at and on which such repurchases are to be made will be at the discretion of M&T and subject to all regulatory limitations. The authorization replaces, and terminates effective January 22, 2025, the prior $3.0 billion share repurchase program authorized by the Board of Directors in July 2022.
A copy of the press release with the announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01     Financial Statements and Exhibits
(d) Exhibits:

Exhibit No.Exhibit Description
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



M&T BANK CORPORATION
Date:January 22, 2025
By:
/s/ Daryl N. Bible
Daryl N. Bible
Senior Executive Vice President and Chief Financial Officer


Exhibit 99.1

FOR IMMEDIATE RELEASE


M&T Bank Corporation Announces Common Stock Repurchase Program
BUFFALO, N.Y., January 22, 2025 -- M&T Bank Corporation ("M&T") (NYSE:MTB) announced that its Board of Directors authorized a share repurchase program to repurchase up to $4.0 billion of M&T common stock, $0.50 par value per share, on the open market or in privately negotiated transactions. The authorization replaces, and terminates effective January 22, 2025, the prior $3.0 billion share repurchase program authorized by the Board of Directors in July 2022.
Daryl Bible, M&T's Chief Financial Officer, noted: “The Board's decision underscores our dedication to managing shareholders’ capital responsibly, in line with our established practices. Our primary focus in capital allocation is to support our customers and the communities we serve while continuing to invest in our businesses. Our strong earnings and solid capital position allow us to meet these essential goals and return surplus capital to our investors.”
The exact number of shares, timing for such repurchases, and the price and terms at and on which such repurchases are to be made will be at the discretion of M&T and subject to all applicable regulatory limitations.
About M&T Bank
M&T is a financial holding company headquartered in Buffalo, New York. M&T's principal banking subsidiary, M&T Bank, provides banking products and services with a branch and ATM network spanning the eastern U.S. from Maine to Virginia and Washington, D.C. Trust-related services are provided in select markets in the U.S. and abroad by M&T's Wilmington Trust-affiliated companies and by M&T Bank. For more information on M&T Bank, visit www.mtb.com.

Equal Housing Lender. © 2025 M&T Bank. NMLS #381076. Member FDIC. All Rights Reserved.

Investor Contact:
Brian Klock (716) 842-5138

Media Contact:
Frank Lentini (929) 651-0447

Forward-Looking Statements. This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statement that does not describe historical or current facts is a forward-looking statement, including statements that are based on current expectations, estimates and projections about the M&T’s business, management’s beliefs, and assumptions made by management. Forward-looking statements are typically identified by words such as


"believe," "expect," "anticipate," "intend," "target," "estimate," "continue," or "potential," by future conditional verbs such as "will," "would," "should," "could," or "may," or by variations of such words or by similar expressions. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict. Therefore, actual actions, outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. M&T provides further detail regarding risks, uncertainties and other factors that could affect the outcome of forward-looking statements in its public filings, including the “risk factors” described in M&T’s Form 10-K for the year ended December 31, 2023, and subsequent filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date made, and M&T does not assume any duty, and does not undertake, to update forward-looking statements.



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v3.24.4
Cover
Jan. 22, 2025
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Jan. 22, 2025
Entity Registrant Name M&T BANK CORPORATION
Entity Incorporation, State or Country Code NY
Entity Tax Identification Number 16-0968385
Entity File Number 1-9861
Entity Address, Postal Zip Code 14203
Entity Address, Address Line One One M&T Plaza
Entity Address, City or Town Buffalo
Entity Address, State or Province NY
Local Phone Number 635-4000
City Area Code 716
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0000036270
Common Stock  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, $.50 par value
Trading Symbol MTB
Security Exchange Name NYSE
Perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series H  
Document Information [Line Items]  
Title of 12(b) Security Perpetual Fixed-to-Floating RateNon-Cumulative Preferred Stock, Series H
Trading Symbol MTBPrH
Security Exchange Name NYSE
Perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series J  
Document Information [Line Items]  
Title of 12(b) Security Perpetual 7.500% Non-CumulativePreferred Stock, Series J
Trading Symbol MTBPrJ
Security Exchange Name NYSE
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