MTBM&T Bank

Regulatory scrutiny of capital Events in the banking industry have in the past resulted, and liquidity levels at BHCs and IDI subsidiaries has increased could in recent years and has resulted the future result, in increased regulatory focus on all aspects of capital planning, including dividends and other distributions to shareholders of banks, such as parent BHCs.

Any requisite approval could be delayed or not obtained at all, including due to, among other factors, an adverse development in either party’s regulatory standing or in any other factors considered by regulators when granting such approval, including factors not known at the time of entering into the definitive agreement for the acquisition or submission of the related application for regulatory approval, and factors that may arise subsequently; governmental, political

The long-term debt proposal, if adopted, would require M&T the Company to maintain more long-term debt than it does currently, which would likely adversely affect interest expense, net interest income and net interest margin.

The federal banking agencies have issued joint guidance on executive incentive compensation designed to help ensure that a banking organization’s incentive compensation policies do not encourage imprudent risk taking and are consistent with the safety and soundness of the organization.

Over time such risks For example, over time, the occurrence of acute climate events may result in both increasing insurance premiums for and reduced availability of insurance and insurance, which could have a broader impact on the economy.

Additionally, economic conditions, financial markets and inflationary pressures may be adversely affected by the impact of current or anticipated geopolitical uncertainties; military conflicts, including current conflicts in eastern Europe and the Middle East; conflicts; political uncertainty in the U.S.; potential changes to federal taxation rates; the impact of international trade policies, including tariffs; pandemics, including the COVID-19 pandemic; pandemics; and global, national and local responses thereto by governmental authorities and other third parties.

Should tax laws change or the tax authorities' interpretations of tax laws and regulations differ from management’s assumptions or interpretations, the result and adjustments required could have a material effect on the Company’s results of operations.

In addition, adverse developments at other financial institutions, including failures of other financial institutions, could result in negative media coverage regarding the financial services industry, which may negatively influence the perceptions of investors, borrowers or depositors regarding the financial services industry in general, a subset of financial institutions or M&T in particular.

In addition, laws, regulations, and the expectations of federal and state banking regulators, investors and other stakeholders regarding appropriate climate climate-related risk management, practices and disclosures are continuously evolving and may require financial institutions including the Company, to adhere to new or heightened requirements and expectations regarding the disclosure and management of their climate-related risks and related lending, investment, operations and advisory activities.

Financial technology providers, who invest substantial resources in developing and designing new technology (in particular digital and mobile technology) are beginning to offer more traditional banking products (either directly or through bank partnerships) partnerships), or products that may be viewed as substitutes for traditional banking products, and may in the future be able to provide additional services by obtaining a bank-like charter, such as the OCC’s financial technology company charter.

Depending on the impact of pandemics, military conflicts, terrorism and other detrimental or destabilizing global and national events on general economic and market conditions, consumer and corporate spending and investment and borrowing patterns, there is a risk that adverse conditions could occur, including supply chain disruptions; higher inflation; decreased demand for the Company’s products and services or those of its borrowers, which could increase credit risk;

In addition, due to the inherent subjectivity of the assessments and unpredictability of the outcome of legal proceedings, amounts accrued may not

The Company primarily relies on core customer deposits to be a reasonable cost and stable source of funding for the loans it makes and the operations of its business.

(Dollars in millions, except per share) 2025 2024 2023 2022 Income statement data Net income Net income $ 2,851 $ 2,588 $ 2,741 $ 1,992 Amortization of core deposit and other intangible assets (a) 32 42 48 43 Merger-related expenses (a) — — 431 Net operating income $ 2,883 $ 2,630 $ 2,789 $ 2,466 Earnings per common share Diluted earnings per common share $ 17.00 $ 14.64 $ 15.79 $ 11.53 Amortization of core deposit and other intangible assets (a) .20 .24 .29 .26 Merger-related expenses (a) — — 2.63 Diluted net operating earnings per common share $ 17.20 $ 14.88 $ 16.08 $ 14.42 Other expense Other expense $ 5,493 $ 5,359 $ 5,379 $ 5,050 Amortization of core deposit and other intangible assets (42) (53) (62) (56) Merger-related expenses — — (338) Noninterest operating expense $ 5,451 $ 5,306 $ 5,317 $ 4,656 Merger-related expenses Salaries and employee benefits $ — $ — $ 102 Equipment and net occupancy — — 7 Outside data processing and software — — 5 Professional and other services — — 72 Advertising and marketing — — 9 Other costs of operations — — 143 Other expense — — 338 Provision for credit losses — — 242 Total $ — $ — $ 580 Efficiency ratio Noninterest operating expense (numerator) $ 5,451 $ 5,306 $ 5,317 $ 4,656 Taxable-equivalent net interest income $ 6,992 $ 6,902 $ 7,169 $ 5,861 Other income 2,742 2,427 2,528 2,357 Less:

At the time of the Company’s analysis regarding the determination of the allowance for credit loan losses as of December 31, 2024 concerns 2025 uncertainties existed about the impact of elevated levels of inflation inflationary pressures and potential increases in unemployment on the discretionary income and purchasing power of consumers, which could impact their ability to service existing debt obligations; slower economic growth in future quarters; the volatile nature of global markets and international economic conditions that could impact the U.S. economy; economy, including the effect of international trade policies on domestic businesses and consumers; uncertainty related to Federal Reserve positioning of monetary policy; policy and the potential impacts on future economic growth; shifts in immigration policies and enforcement; changes to government funding and reductions in federal taxation rates; the impact of international trade policies on domestic businesses; workforce; downward pressures on commercial real estate values, especially in values and the office sector; elevated interest rates impacting impacts on the ability of commercial borrowers to refinance maturing debt obligations; and the extent to which borrowers may be negatively affected by general economic conditions.

Gain (loss) on bank investment securities 2 10 4 (6) Denominator $ 9,732 $ 9,319 $ 9,693 $ 8,224 Efficiency ratio 56.0 % 56.9 % 54.9 % 56.6 % Balance sheet data Average assets Average assets $ 210,645 $ 211,220 $ 205,397 $ 190,252 Goodwill (8,465) (8,465) (8,473) (7,537) Core deposit and other intangible assets (82) (120) (177) (179) Deferred taxes 24 33 44 43 Average tangible assets $ 202,122 $ 202,668 $ 196,791 $ 182,579 Average common equity Average total equity $ 28,804 $ 28,052 $ 25,899 $ 23,810 Preferred stock (2,468) (2,344) (2,011) (1,946) Average common equity 26,336 25,708 23,888 21,864 Goodwill (8,465) (8,465) (8,473) (7,537) Core deposit and other intangible assets (82) (120) (177) (179) Deferred taxes 24 33 44 43 Average tangible common equity $ 17,813 $ 17,156 $ 15,282 $ 14,191 At end of year Total assets Total assets $ 213,510 $ 208,105 $ 208,264 $ 200,730 Goodwill (8,465) (8,465) (8,490) (8,465) Core deposit and other intangible assets (64) (94) (147) (209) Deferred taxes 20 28 37 51 Total tangible assets $ 205,001 $ 199,574 $ 199,689 $ 192,082 Total common equity Total equity $ 29,177 $ 29,027 $ 26,957 $ 25,318 Preferred stock (2,834) (2,394) (2,011) (2,011) Common equity 26,343 26,633 24,946 23,307 Goodwill (8,465) (8,465) (8,490) (8,465) Core deposit and other intangible assets (64) (94) (147) (209) Deferred taxes 20 28 37 51 Total tangible common equity $ 17,834 $ 18,102 $ 16,371 $ 14,659

In the recent year, fourth quarter of 2025, the Company recognized a $12 an $8 million benefit in other costs of operations associated with the solicited election purchase of annuities for certain participants in M&T's the Company's defined benefit pension plan to accept a lump-sum distribution in that represented approximately $263 million, or 14%, of the fourth quarter plan's accumulated benefit obligation at the time of 2024 in lieu of future retirement benefit payments. purchase.

In The higher balances of residential mortgage loans sub-serviced for others at December 31, 2025 as compared with December 31, 2024, and the corresponding increase in related residential mortgage loan sub-servicing revenues in 2025 as compared with 2024 reflects an arrangement effective February 2025, 2025 whereby the Company began sub-servicing approximately $51.7 billion of additional residential mortgage loans with contractual servicing rights held by Bayview Financial.

December 31, 2025 2024 2023 2022 (Dollars in millions) Nonaccrual Loans Percent of Outstanding Balances Nonaccrual Loans Percent of Outstanding Balances Nonaccrual Loans Percent of Outstanding Balances Home equity lines and loans $ 82 1.71% $ 81 1.77% $ 81 1.74% $ 85 1.69% Recreational finance 30 .21 31 .25 36 .35 45 .49 Automobile 11 .21 12 .25 14 .36 40 .88 Other 5 .19 55 2.49 52 2.55 49 2.43 Total $ 128 .48% $ 179 .74% $ 183 .89% $ 219 1.06%

Salaries and employee benefits expense increased $165 $180 million in 2024 2025 as compared with 2023 2024 reflecting higher salaries expense from annual merit and other increases and increases, a rise in incentive compensation, partially offset by lower average staffing levels. levels and an increase in medical benefits expense of $30 million, stock-based compensation expense of $20 million and severance-related costs of $10 million.

The increase in lower ratio of the allowance for credit loan losses as a percent of loans and leases outstanding from at December 31, 2023 to 2025 as compared with December 31, 2024 2024, reflects a higher level lower levels of credit losses expected on certain criticized commercial borrowers and growth in consumer recreational finance real estate loans.

Change from Year Ended December 31, 2024 to 2025 2023 to 2024 2022 to 2023 (Dollars in millions) 2025 2024 2023 2022 Amount % Amount % Commercial mortgage banking revenues Gains on loans originated for sale $80 $57 $58 $51 $ 23 41% $ (1) -1% $ 7 14% Loan servicing fees and other 78 74 69 71 4 5 5 8 (2) -3 Total commercial mortgage banking revenues $158 $131 $127 $122 $ 27 21% $ 4 4% $ 5 4% Loans originated for sale to other investors $5,306 $4,536 $3,053 $3,129 $ 770 17% $ 1,483 49% $ (76) -2%

Changes Variations in amounts presented since December 31, 2023 2024 reflect changes in portfolio the composition (including purchases of investment securities, shifts between noninterest-bearing the Company's earning assets and interest-bearing deposit products, lower levels of brokered time deposits and short-term borrowings and higher levels of long-term borrowings), liabilities, as well as the level of market-implied forward interest rates and hedging actions taken by the Company.

Also included in trading Trading account assets were investments in $97 million at December 31, 2025 and $101 million at December 31, 2024 and were comprised of mutual funds and other assets that the Company was required related to hold under terms of certain deferred compensation plans and non-qualified supplemental retirement and other benefit plans that were assumed by the Company in various acquisitions.

The $476 Nonaccrual loans decreased $438 million decline in nonaccrual loans in the recent year reflects from December 31, 2024 to December 31, 2025 reflecting a $507 $203 million reduction in commercial real estate nonaccrual loans, partially offset by loans and a $26 $169 million increase decrease in commercial and industrial nonaccrual loans.