美国制商银行美股招股说明书(2026-04-17版)

Subordinated Medium-Term Notes, Series BDue 9 Months or More from Date of Issue This pricing supplement supplements the terms and conditions in the prospectus, dated September 22, 2023 (the “base prospectus), as supplemented by theprospectus supplement, dated September 22, 2023 (the “prospectus supplement” and together with the base prospectus, and all documents incorporated herein byreference therein and herein, the “prospectus”), and relates to the offering and sale of $500,000,000 aggregate principal amount of 5.295% Fixed Rate ResetSubordinated Notes due April 18, 2036 (the “Notes”). Unless otherwise defined in this pricing supplement, terms used herein have the same meanings as are given tothem in the prospectus. Fixed Rate Reset Notes Term 55261F BA1 / US55261FBA12Series B (Subordinated)Book-Entry$500,000,000April 16, 2026April 20, 2026 (T+2)April 18, 2036[] Make-whole Redemption Option (%)First Par Call Date: April 18, 2031Par Call Date: January 18, 2036The Notes will not be subject to repayment at the option of the holder at any timeprior to maturity.Underwritten basis$2,000, or any amount in excess of $2,000 that is a whole multiple of $1,000.$500,000,000 / 100.000%$499,350,000[] Fixed Rate[] Floating Rate[X] Fixed Rate Reset[] Fixed Rate/Floating Rate[] Zero Coupon[] Compounded CORRA[] CMT Rate:[] Refinitiv Page FRBCMT[] Refinitiv Page FEDCMT[] One-Week [] One-Month[] EURIBOR[] SOFR:[] Compounded SOFR[] Compounded Index Rate[] SONIA:[] Compounded SONIA[] Compounded SONIA Rate with Compounded Index[X] U.S. Treasury Rate[] Other Floating Rate (as described below)During the Initial Fixed Rate Period, 5.295% per annum; during the Reset Period,the Reset Reference Rate, plus the Spread. CUSIP / ISIN Nos. SeriesForm of NotePrincipal AmountTrade DateOriginal Issue DateMaturity DateRedemption Terms Repayment Terms DistributionAuthorized DenominationIssue Price (Dollar Amount and Percentage of Principal Amount)Net Proceeds (Before Expenses) to the CompanyInterest Rate Base Rate or Reset Reference Rate(s) Fixed Rate Reset NotesThe U.S. Treasury Rate for a five-year maturity determined in accordance with SpreadSpread MultiplierReset DateSubsequent Reset DateReset Determination DateInterest Payment Dates Initial Fixed Rate PeriodReset PeriodRegular Record Dates Day CountCalculation Agent The Notes are unsecured. The Notes will rank junior and be subordinated to all of our senior indebtedness. The holders of the Notes may be fullysubordinated to interests held by the U.S. government in the event that M&T Bank Corporation enters into a receivership, insolvency, liquidation, or similarproceeding. The Notes are not savings accounts, deposits or other obligations of any of our bank or non-bank subsidiaries and are not insured or guaranteed by theFederal Deposit Insurance Corporation or any other governmental agency. Investing in the Notes involves risk. See “Risk Factors” beginning on page S-7 of the prospectus supplement and thediscussion of risk factors contained in our annual, quarterly and current reports filed with the Securities and ExchangeCommission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are incorporatedherein by reference. None of the Securities and Exchange Commission (the “SEC”), any state securities commission, the New York State Department of Financial Services orthe Board of Governors of the Federal Reserve System or any other governmental agency has approved or disapproved of the notes passed upon the adequacyor accuracy of this pricing supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. PerNoteTotalPrice to Public100.000%$500,000,000Agents’ Discount0.130%$650,000Net Proceeds (Before Expenses) to Us99.870%$499,350,000 We expect to deliver the Notes to investors through the book-entry delivery system of The Depository Trust Company and its direct participants, includingEuroclear Bank, SA/NV and Clearstream Banking,société anonyme, on or about April20, 2026. Joint Book-Running Managers Ramirez & Co., Inc. Siebert Williams Shank April 16, 2026 RECENT DEVELOPMENTS M&T Preliminary First Quarter Results On April15, 2026, M&T reported its unaudited preliminary financial results for the quarter ended March31, 2026. The preliminary financial dataincluded in this pricing supplement has been prepared by, and is the responsibility of, M&T’s management. PricewaterhouseCoopers LLP has notaudited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the preliminary financial data. Accordingly,PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. Diluted earnings per common share measured in accordance with generally accepted accounting principles (“GAAP”) for the first quarter of 2026were $4.13, up 24% from $3.32 in the year-earlier quarter. GAAP-basis net income in the recent quarter aggregated $664millio