M&T Bank (NYSE: MTB) exec gets 2,295-share award, 921 shares withheld for taxes

Rhea-AI Filing Summary

M&T Bank Corporation senior executive vice president Woodrow Tracy S. received a grant/award acquisition of 2,295 shares of common stock on February 13, 2026. These shares settled performance-vested stock units granted January 31, 2023, including 224 dividend-equivalent shares, under the 2019 Equity Incentive Compensation Plan at no cost.

On the same date, 921 shares were disposed of through a tax-withholding disposition at $228.71 per share upon settlement of those performance-vested units. After these transactions, the executive directly owned 9,608 common shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Woodrow Tracy S.

Role Sr. Executive Vice President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,295	$0.00	--
Tax Withholding	Common Stock	921	$228.71	$211K

Holdings After Transaction: Common Stock — 10,529 shares (Direct)

Footnotes (1)

1. Shares issued pursuant to performance-vested stock units (including 224 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. 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. Shares withheld for taxes upon the settlement in shares of performance-vested stock units previously granted to the reporting person.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Woodrow Tracy S.

(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)		2,295	A(1)	$0(2)	10,529	D
Common Stock	02/13/2026		F(3)		921	D	$228.71	9,608	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 224 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).
** 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 (MTB) report for Woodrow Tracy S.?

M&T Bank reported that senior executive vice president Woodrow Tracy S. received 2,295 common shares as a grant/award and had 921 shares disposed for tax withholding, both on February 13, 2026, tied to performance-vested stock units.

How many M&T Bank (MTB) shares were granted to the executive, and at what price?

The executive was granted 2,295 common shares, including 224 dividend-equivalent shares, at a price of $0.00 per share. These shares came from performance-vested stock units under the 2019 Equity Incentive Compensation Plan, so no purchase price was paid.

Why were 921 M&T Bank (MTB) shares disposed of in this Form 4 filing?

The 921 shares were disposed of as a tax-withholding disposition at $228.71 per share. They were withheld to cover taxes arising from the settlement in shares of performance-vested stock units previously granted to the executive under the equity plan.

What plan governed the share award reported in the M&T Bank (MTB) Form 4?

The share award was made under the M&T Bank Corporation 2019 Equity Incentive Compensation Plan. Performance-vested stock units granted January 31, 2023 were earned based on pre-established criteria for a three-year period ending December 31, 2025, then settled in shares.

How many M&T Bank (MTB) shares does the executive own after these transactions?

Following the grant/award and tax-withholding disposition, the executive directly owned 9,608 shares of M&T Bank common stock. This figure reflects both the 2,295-share acquisition and the 921-share disposition reported for February 13, 2026.