美国制商银行美股招股说明书(2025-10-30版)

18,000,000 Depositary Shares Each Representing a 1/400th Interestin a Share of Perpetual6.350%Non-CumulativePreferredStock, Series K We are offering 18,000,000 depositary shares, each representing a 1/400th ownership interest in a share of our Perpetual6.350%Non-CumulativePreferredStock,Series K, par value $1.00 per share, with a $10,000 liquidation preference per share (equivalent to $25 per depositary share) (the “Preferred Stock”). As a holder ofdepositary shares, you will be entitled to proportionate rights and preferences of the Preferred Stock (including dividend, voting, redemption and liquidation rights). Youmust exercise these rights through the depositary. We will pay dividends on the Preferred Stock, when, as, and if declared by our board of directors or a duly authorized committee of our board of directors at a rateof 6.350% per annum, payable quarterly, in arrears, on March15, June15, September15 and December15 of each year, beginning on December15, 2025. Upon thepayment of any dividends on the Preferred Stock, holders of depositary shares will receive a related proportionate payment. Dividends on the Preferred Stock will not be cumulative. If for any reason our board of directors, or a duly authorized committee of our board of directors, doesnot declare a dividend on the Preferred Stock for any dividend period, such dividend will not accrue or be payable, and we will have no obligation to pay dividends forsuch dividend period, whether or not dividends on the Preferred Stock are declared for any future dividend period. Dividends on the Preferred Stock will not be declared,paid or set aside for payment to the extent such act would cause us to fail to comply with applicable laws and regulations, including applicable capital adequacy rules, orfor which we have not received any applicable regulatory approvals. Subject to any applicable required regulatory approvals, we may redeem the Preferred Stock in whole or in part, from time to time, on any dividend payment dateon or after December15, 2030 or, in whole but not in part, at any time within 90 days following a regulatory capital treatment event (as defined herein), in each case at aredemption price of $10,000 per share (equivalent to $25 per depositary share),plusany declared and unpaid dividends, without accumulation of any undeclareddividends. If we redeem any shares of Preferred Stock, the depositary will redeem a proportionate number of depositary shares. Neither the Preferred Stock nor the depositary shares are deposits or other obligations of a bank or are insured by the Federal Deposit Insurance Corporation orany other governmental agency. Neither the Securities and Exchange Commission nor any state securities commission, has approved or disapproved of the depositary shares or theunderlying Preferred Stock or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to thecontrary is a criminal offense. Investing in the depositary shares and the underlying Preferred Stock involves risks. See “RiskFactors” beginning onpageS-6ofthis prospectus supplement and “Item 1A—Risk Factors” of our Annual Report onForm10-Kforthe year endedDecember31, 2024 for a discussion of certain risks that you should consider before investing in the depositary shares or theunderlying Preferred Stock. We intend to apply to list the depositary shares on the New York Stock Exchange (“NYSE”) under the symbol “MTBPrK.” If the application is approved, weexpect trading of the depositary shares on the NYSE to begin withinthe30-dayperiodafter the initial delivery of the depositary shares. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCESUMMARYSUMMARY OF THE OFFERINGRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF SERIES K PREFERRED STOCKDESCRIPTION OF THE DEPOSITARY SHARESBOOK-ENTRY ISSUANCEDESCRIPTION OF OUR CAPITAL STOCKCERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONSCERTAIN ERISA CONSIDERATIONSUNDERWRITING (CONFLICTS OF INTEREST)VALIDITY OF SECURITIESEXPERTS Prospectus ABOUT THIS PROSPECTUSABOUT M&T BANK CORPORATIONFORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATIONRISK FACTORSUSE OF PROCEEDSVALIDITY OF SECURITIESEXPERTS ABOUT THIS PROSPECTUS SUPPLEMENT You should read this prospectus supplement, the accompanying prospectus and the additional information described under the headings “WhereYou Can Find Additional Information” and “Incorporation of Certain Information By Reference” before you make a decision to invest in the depositaryshares. In particular, you should review the information under the heading “Risk Factors” beginning onpageS-6ofthis prospectus supplement and theinformation under the heading “Risk Factors” included in our Annual Report onForm10-Kforthe year ended December31, 2024. Neither we nor theunderwriters have auth