M&T Bank (NYSE: MTB) SVP receives 3,105 shares, withholds 1,370 for taxes

Rhea-AI Filing Summary

M&T Bank Corporation senior executive Peter D’Arcy reported equity compensation activity involving company stock. He acquired 3,105 shares of common stock on February 13, 2026 through the settlement of performance-vested stock units granted on January 31, 2023 under the 2019 Equity Incentive Compensation Plan, including 303 shares from related dividend equivalents, with no purchase price paid.

On the same date, 1,370 shares of common stock were withheld at $228.71 per share to cover taxes due upon this settlement. After these transactions, he directly owned 12,737 common shares. He also had 332 phantom common stock units in an excess benefit plan account, representing an equal number of common shares and payable in cash, with information stated as of December 31, 2025.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

D'Arcy Peter

(Last) (First) (Middle)

277 PARK AVENUE

(Street)

NEW YORK NY 10172

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
M&T BANK CORP [ MTB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2026		A(1)		3,105	A(1)	$0(2)	14,107	D
Common Stock	02/13/2026		F(3)		1,370	D	$228.71	12,737	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Common Stock Units	(4)							(4)	(4)	Common Stock	332		332	I	By Supplemental 401(k) Plan(5)

Explanation of Responses:

1. Shares issued pursuant to performance-vested stock units (including 303 shares issued for related dividend equivalent units) that were granted to the reporting person on January 31, 2023 under the M&T Bank Corporation 2019 Equity Incentive Compensation Plan (the "Equity Plan") and were earned based on achievement against pre-established performance criteria for the three-year performance period ended December 31, 2025, as determined by the Company's Compensation and Human Capital Committee on February 13, 2026.

2. The performance-vested restricted stock units were granted under the Equity Plan, and therefore the reporting person paid no price for the performance-vested restricted stock units.

3. Shares withheld for taxes upon the settlement in shares of performance-vested stock units previously granted to the reporting person.

4. The reported phantom common stock units are held by the reporting person in an excess benefit plan account maintained by M&T Bank Corporation and represent a like number of shares of M&T Bank Corporation common stock. The phantom common stock units are payable in cash and distributed in accordance with the terms of the plan. The reported phantom common stock units also include units acquired through the dividend reinvestment feature of the plan.

5. The information presented is as of December 31, 2025.

Remarks:

	By: Stephen T. Wilson (Attorney-In-Fact)	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did M&T Bank Corp (MTB) report for Peter D’Arcy?

M&T Bank Corp reported Peter D’Arcy receiving 3,105 common shares from performance-vested stock units and 1,370 shares being withheld to cover taxes. These movements reflect equity compensation settlement rather than open-market stock purchases or sales.

How many M&T Bank Corp (MTB) shares did Peter D’Arcy acquire in this Form 4?

Peter D’Arcy acquired 3,105 M&T Bank common shares through the settlement of performance-vested stock units. This grant included 303 shares tied to dividend equivalent units and was issued under the 2019 Equity Incentive Compensation Plan at no purchase price to him.

Why were 1,370 M&T Bank Corp (MTB) shares disposed of in Peter D’Arcy’s filing?

The 1,370 M&T Bank shares were withheld to satisfy tax obligations on the equity award settlement. They were treated as a tax-withholding disposition at a price of $228.71 per share, rather than a discretionary open-market sale by the executive.

What is Peter D’Arcy’s direct ownership in M&T Bank Corp (MTB) after these transactions?

After the reported transactions, Peter D’Arcy directly owned 12,737 M&T Bank common shares. This figure reflects both the shares received from performance-vested units and those withheld for taxes, showing his updated direct equity stake as recorded in the filing.

What are the phantom common stock units reported for M&T Bank Corp (MTB)?

The filing lists 332 phantom common stock units held in an excess benefit plan account. Each unit represents one M&T Bank common share but is payable in cash, with amounts, including dividend reinvestments, reported as of December 31, 2025 under the plan’s terms.

How were the performance-vested stock units for M&T Bank Corp (MTB) determined for Peter D’Arcy?

The performance-vested stock units were earned based on achievement against pre-established performance criteria over a three-year period ending December 31, 2025. M&T Bank’s Compensation and Human Capital Committee determined the results and corresponding share issuance on February 13, 2026.