Filed Pursuant to Rule 433
Registration No. 333-274646
April 16, 2026
PRICING TERM SHEET
April 16, 2026
M&T Bank Corporation
$500,000,000 5.295% Fixed Rate Reset Subordinated Medium-Term Notes, Series B due 2036 (the “Notes”)
| Issuer: | M&T Bank Corporation | |
| Issuer Ratings*: | Baa1 / BBB / A-/ A(low) (Outlook: Stable / Stable / Stable / Stable) (Moody’s / S&P / Fitch / DBRS) | |
| Ranking: | Subordinated | |
| Offering Format: | SEC Registered | |
| Trade Date: | April 16, 2026 | |
| Settlement Date**: | April 20, 2026 (T+2) | |
| Title: | 5.295% Fixed Rate Reset Subordinated Notes due 2036 | |
| Principal Amount: | $500,000,000 | |
| Maturity Date: | April 18, 2036 | |
| Reset Date: | April 18, 2031 | |
| Initial Interest Rate: | 5.295% | |
| Reset Reference Rate: | The U.S. Treasury Rate for a five year maturity as determined in accordance with the terms and provisions set forth under the caption “Description of Notes—Calculation of Interest—Fixed Rate Reset Notes—Determination of Reset Reference Rates—U.S. Treasury” of the Prospectus Supplement | |
| Interest Rate: | (i) from, and including, April 20, 2026 to, but excluding, the Reset Date at a rate per annum equal to Initial Interest Rate and (ii) from, and including, the Reset Date to, but excluding, the maturity date or earlier redemption date, as the case may be, at a rate per annum equal to the Reset Reference Rate as of the relevant reset determination date plus 1.380%, provided that the interest rate will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application and will in no event be lower than zero. | |
| Price to Public: | 100.000% | |
| Benchmark Treasury: | 3.875% due March 31, 2031 | |
| Benchmark Treasury Price / Yield: | 99-26 1⁄4 / 3.915% | |
| Spread to Benchmark Treasury: | +138 bps | |
| Reoffer Yield: | 5.295% | |
| Interest Payment Dates: | Interest will be payable semi-annually in arrears on each April 18 and October 18, commencing on October 18, 2026 | |
| Day Count: | 30 / 360 | |
| Day Count Convention: | Following business day, unadjusted | |
| Concurrent Offering: | In a concurrent offering (the “Concurrent Offering”) the Issuer is offering $750,000,000 aggregate principal amount of 4.548% fixed rate/floating rate senior bank notes due April 18, 2030 pursuant to its Bank Notes Program. The closing of this offering is not conditioned on the closing of the Concurrent Offering and the closing of the Concurrent Offering is not conditioned on the closing of this offering. | |
| CUSIP / ISIN: | 55261F BA1 / US55261FBA12 | |
| Underwriters’ Discount: | 0.130% | |
| Proceeds to Issuer (before expenses): | $499,350,000 | |
| Denominations: | $2,000 x $1,000 | |
| Optional Redemption: | The Notes are not subject to repayment at the option of the holders prior to the Maturity Date. The Notes are redeemable by the Issuer, solely at its option, (i) on the Reset Date, in whole but not in part, (ii) on or after January 18, 2036 (three months prior to the Maturity Date), in whole or in part, at any time and from time to time, or (iii) at any time within 90 days following the occurrence of certain changes in the regulatory capital treatment of the Notes as described under the caption “Description of Notes—Optional Redemption, Optional Repayment and Repurchase—Subordinated Notes,” in each case at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date, in each case in accordance with the redemption provisions described below under the caption “Description of Notes—Optional Redemption, Optional Repayment and Repurchase—Optional Redemption” of the Prospectus Supplement. The Issuer will give notice to the holders of the Notes at least 10 days and not more than 60 days prior to the date fixed for redemption in the manner described under “Description of Notes—Optional Redemption, Optional Repayment and Repurchase—Optional Redemption” in the Prospectus Supplement. | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC M&T Securities, Inc. | |
| Co-Managers: | Samuel A. Ramirez & Company, Inc. Siebert Williams Shank & Co., LLC | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
| ** | Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to one business day before the Settlement Date will be required, by virtue of the fact that the Notes initially will settle in T+2, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisor. |
The Issuer has filed a registration statement (including a prospectus), a prospectus supplement and a preliminary pricing supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement, the preliminary pricing supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus, prospectus supplement and the preliminary pricing supplement if you request them by calling Citigroup Global Markets Inc. toll-free at 1-800-831-9146, Goldman Sachs & Co. LLC toll free at 1-866-471-2526 or Morgan Stanley & Co. LLC toll-free at 1-866-718-1649.
This pricing term sheet supplements the preliminary pricing supplement filed by M&T Bank Corporation on April 16, 2026 relating to the accompanying prospectus and prospectus supplement filed, in each case, by the Issuer with the SEC on September 22, 2023.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.