NYSE: MTB M&T BANK CORP 8-K

M&T Bank completes preferred stock offering to strengthen Tier 1 capital

Filed July 21, 2026 · Period ending July 17, 2026 · ~2 min read

Key Changes

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M&T closed a public offering of 24 million depositary shares representing Series L Preferred Stock, raising $1.00 in regulatory capital. Each depositary share represents 1/400th interest in a preferred share with $10,000 liquidation preference.

Item 8.01 verify on EDGAR →
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Series L carries a 6.625% annual dividend rate, payable quarterly if declared by the board starting September 15, 2026. Dividends are non-cumulative and do not accumulate if unpaid.

Item 5.03 verify on EDGAR →
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The preferred stock is perpetual with no maturity date. M&T may redeem shares on any dividend payment date starting September 15, 2031, or within 90 days of a regulatory capital treatment event, at $10,000 per share plus declared unpaid dividends.

Item 5.03 verify on EDGAR →
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Series L ranks senior to common stock and equally with existing Series F, H, I, J, and K preferred stock. If M&T skips a Series L dividend, it cannot pay dividends on common or junior/parity preferred until Series L dividends resume.

Item 3.03 verify on EDGAR →
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Preferred holders have limited voting rights, exercisable only on matters including amendments creating senior securities, changes to preferred terms, certain mergers, and director elections following dividend non-payments.

Item 5.03 verify on EDGAR →

Summary

M&T Bank completed a preferred stock offering on July 21, 2026, issuing 24 million depositary shares representing interests in newly created Series L Preferred Stock. The offering strengthens the bank's Tier 1 regulatory capital position and provides additional capital cushion. Each depositary share represents 1/400th of a preferred share with a $10,000 liquidation preference and 6.625% annual dividend rate.

The Series L preferred stock is perpetual with no maturity date, though M&T retains the right to redeem shares starting September 15, 2031. Dividends are non-cumulative and payable quarterly if declared by the board, beginning September 15, 2026. If M&T skips a dividend payment, it cannot pay dividends on common stock or junior preferred until Series L dividends resume, though skipped dividends do not accumulate.

The new preferred ranks equally with M&T's five existing preferred series and senior to common stock for both dividends and liquidation distributions. For common shareholders, the offering dilutes earnings per share modestly while strengthening the bank's capital ratios. The 6.625% dividend rate on the preferred stock represents the cost of this regulatory capital. The non-cumulative structure gives M&T flexibility to suspend dividends during stress without creating a growing liability, though doing so would block common dividends until preferred payments resume.

Section-by-Section Diff

Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws

~700 words

M&T Bank completed a preferred stock offering, issuing Series L Preferred Stock with a 6.625% dividend rate, callable after September 2031.

2 Added

Added Series L Preferred Stock issuance high

Added in current filing · verify on EDGAR →

On July 17, 2026, M&T filed with the New York State Department of State the Certificate of Amendment for the purpose of fixing the designations, preferences, limitations and relative rights of the Series L Preferred Stock. The Certificate of Amendment became effective immediately upon filing, and the public offering of the Depositary Shares representing interests in the Series L Preferred Stock was completed on July 21, 2026

M&T Bank completed a public offering of depositary shares representing interests in newly created Series L Preferred Stock. The offering closed on July 21, 2026, following the filing of a certificate of amendment with New York State on July 17, 2026 that established the terms of the preferred stock.

Added Dividend terms high

Added in current filing · verify on EDGAR → · paraphrased

Dividends on the Series L Preferred Stock will accrue from the original issue date at a rate equal to 6.625% per annum for each dividend period. ... If declared by M&T's board of directors or any duly authorized committee of M&T's board, M&T will pay dividends on the Series L Preferred Stock through the redemption date of the Series L Preferred Stock, if any, quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on September 15, 2026. ... Dividends on shares of the Series L Preferred Stock will not be cumulative.

The Series L Preferred Stock carries a 6.625% annual dividend rate on a stated amount of $10,000 per share (equivalent to $25 per depositary share). Dividends are noncumulative, payable quarterly if declared by the board, beginning September 15, 2026. If dividends are not declared in any period, they do not accumulate or carry forward.

Event · Item 3.03 — Material Modification to Rights of Security Holders

~500 words

Item 3.03 — Material Modification to Rights of Security Holders filed; see Key Changes for terms.

2 Added

Added Series L ranking and priority medium

Added in current filing · verify on EDGAR →

The Series L Preferred Stock ranks senior to the common stock of M&T, equally with M&T’s outstanding Series F, H, I, J and K preferred stock, and at least equally with each other series of preferred stock M&T may issue (except for any senior capital stock that may be issued with the requisite consent of the holders of the Series L Preferred Stock and all parity stock), with respect to payments of dividends and distributions of assets upon liquidation, dissolution or winding up.

The new Series L preferred stock ranks senior to M&T's common stock and on equal footing with the bank's existing Series F, H, I, J, and K preferred stock for dividend payments and liquidation distributions. This means Series L holders have priority over common shareholders but share equally with other preferred series already outstanding.

Added Dividend payment restrictions medium

Added in current filing · verify on EDGAR →

Under the terms of the Series L Preferred Stock, the ability of M&T to pay dividends on, make distributions with respect to, or to redeem, purchase or acquire, or make a liquidation payment on its common stock or any preferred stock ranking on a parity with or junior to the Series L Preferred Stock, is subject to restrictions in the event that M&T does not declare dividends on the Series L Preferred Stock for the most recently completed dividend period, or, in the case of a liquidation payment, does not pay to holders of the Series L Preferred Stock the stated amount of $10,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends.

If M&T fails to declare dividends on the Series L preferred stock for any dividend period, the bank cannot pay dividends on common stock or junior/parity preferred stock until Series L dividends resume. Similarly, in liquidation, Series L holders must receive their full $10,000 per share plus declared unpaid dividends before junior securities receive anything. Because the dividends are non-cumulative, skipped dividends do not accumulate or compound.