SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 21, 2012 (August 17, 2012)

M&T BANK CORPORATION

(Exact name of registrant as specified in its charter)

One M&T Plaza, Buffalo, New York 14203

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (716) 842-5445

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 1.01. Entry into a Material Definitive Agreement

In connection with the offer and sale by the United States Department of the Treasury (“Treasury”) of 230,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $1.00 and liquidation preference $1,000 per share, and 151,500 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series C, par value $1.00 and liquidation preference $1,000 per share (collectively, the “Preferred Stock”), of M&T Bank Corporation (the “Company”), the Company entered into an Underwriting Agreement, dated August 17, 2012, by and among the Company, Manufacturers and Traders Trust Company, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Sandler O’Neill & Partners, L.P., as representatives of the several underwriters listed on Schedule A thereto, and Treasury. The Underwriting Agreement includes a covenant by the Company for the benefit of holders of the Preferred Stock providing that the Preferred Stock will be subject to redemption by the Company at its option only (i) in whole or in part on or after November 15, 2018, subject to prior approval by the appropriate federal banking agency, or (ii) in whole but not in part at any time within 90 days following a “regulatory capital treatment event,” as defined therein. The Preferred Stock may be redeemed in each case at a redemption price equal to the liquidation preference per share, plus accrued dividends.

Item 9.01. Financial Statements and Exhibits

Exhibits are filed herewith in connection with the offer and sale by Treasury of the Preferred Stock pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-182348) (the “Registration Statement”). The sale of the Preferred Stock closed on August 21, 2012.

(d) Exhibits

The following exhibits are incorporated by reference into the Registration Statement as exhibits thereto and are filed as part of this Current Report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, M&T Bank Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 21, 2012

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