{"url_path":"/sec/mtb/8-k/2026-07-21/item-3-03","section_key":"item-3-03","section_title":"Item 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-21","source_url":"https://www.sec.gov/Archives/edgar/data/36270/0001193125-26-310413-index.html","accession_number":"0001193125-26-310413","cik":"0000036270","ticker":"MTB","issuer_name":"M&T BANK CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/36270/0001193125-26-310413-index.html","primary_entity_key":"0000036270","primary_entity_name":"M&T BANK CORP"},"word_count":421,"has_tables":true,"body_markdown":"ITEM 3.03.\n\nMATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.\n\nOn July 17, 2026, M&T Bank Corporation (“M&T”) filed a certificate of amendment (the “Certificate of Amendment”) with the New York State Department of State establishing the rights, preferences, privileges, qualifications, restrictions and limitations of a new series of its preferred stock designated as the Perpetual 6.625% Non-Cumulative Preferred Stock, Series L, par value $1.00 per share, liquidation preference $10,000 per share (the “Series L Preferred Stock”). The Certificate of Amendment was filed in connection with an Underwriting Agreement, dated July 16, 2026 (the “Underwriting Agreement”), with BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, M&T Securities, Inc., Raymond James & Associates, Inc., UBS Securities LLC, and Wells Fargo Securities, LLC as representatives of the several underwriters named in Schedule A thereto (the “Underwriters”), under which M&T agreed to sell to the Underwriters 24,000,000 depositary shares (the “Depositary Shares”) each representing a 1/400th interest in a share of the Series L Preferred Stock.\n\nThe 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.\n\nUnder 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.\n\nThe terms of the Series L Preferred Stock are more fully described in the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference. This summary does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment."}