Equity award lifts M&T Bank (NYSE: MTB) exec stake despite tax withholding

Rhea-AI Filing Summary

M&T Bank Corporation senior executive vice president Christopher E. Kay reported stock-based compensation activity involving company common stock. He acquired 3,983 shares through the vesting of performance-vested stock units, including 389 shares from dividend equivalents, at no cash cost to him. To cover related tax obligations on this share settlement, 1,845 shares were disposed of through share withholding at a price of $228.71 per share. After these transactions, he directly held 9,858 common shares.

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^*

Kay Christopher E.

(Last) (First) (Middle)

ONE M&T PLAZA

(Street)

BUFFALO NY 14203

(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)		3,983	A(1)	$0(2)	11,703	D
Common Stock	02/13/2026		F(3)		1,845	D	$228.71	9,858	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

Explanation of Responses:

1. Shares issued pursuant to performance-vested stock units (including 389 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.

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).
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FAQ

What insider transactions did M&T Bank (MTB) report for Christopher E. Kay?

Christopher E. Kay reported an equity award vesting and a related tax withholding. He received 3,983 M&T Bank common shares from performance-vested stock units, and 1,845 shares were withheld and disposed of to satisfy tax obligations tied to that share settlement.

How many M&T Bank (MTB) shares did Christopher E. Kay receive in the latest Form 4?

He received 3,983 M&T Bank common shares through the vesting of performance-vested stock units. This total includes 389 additional shares credited as dividend equivalent units and issued under the company’s 2019 Equity Incentive Compensation Plan following achievement of pre-set performance goals.

Why were some of Christopher E. Kay’s M&T Bank (MTB) shares disposed of?

1,845 M&T Bank shares were disposed of to cover taxes due on the equity award settlement. These shares were withheld by the company at $228.71 per share, a tax-withholding disposition rather than an open-market sale by the executive.

Did Christopher E. Kay pay anything for the new M&T Bank (MTB) shares granted?

He did not pay cash for the newly granted performance-vested stock units. The Form 4 notes these units were issued under M&T Bank’s 2019 Equity Incentive Compensation Plan, so the executive paid no price for the grant itself.

What is Christopher E. Kay’s M&T Bank (MTB) common stock holding after these transactions?

Following the award vesting and tax-share withholding, Christopher E. Kay directly owns 9,858 M&T Bank common shares. This figure reflects the net position after the 3,983-share acquisition and the 1,845-share tax-related disposition on the reported date.

How were performance goals linked to Christopher E. Kay’s M&T Bank (MTB) equity award?

The vested shares came from performance-vested stock units granted on January 31, 2023. They were earned based on achievement against pre-established performance criteria for the three-year performance period ending December 31, 2025, as determined on February 13, 2026.