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M&T Bank (NYSE: MTB) EVP awarded stock, options and phantom units

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

M&T Bank Corporation senior executive vice president Peter D'Arcy reported equity compensation activity on 01/30/2026. He received 2,908 shares of common stock at $0 per share from vesting performance-based restricted stock units granted under the 2019 Equity Incentive Compensation Plan. To cover taxes on this settlement, 1,225 shares of common stock were withheld at a price of $221.57 per share, leaving him with 11,002 common shares held directly. He was also granted an option to buy 1,941 shares at $221.57 per share, vesting in three equal installments on the first, second, and third anniversaries of the grant date. In addition, he indirectly holds 332 phantom common stock units in a Supplemental 401(k) excess benefit plan account, representing an equivalent number of M&T Bank common shares and payable in cash under the plan terms.

Positive

  • None.

Negative

  • None.
Insider D'Arcy Peter
Role Sr. Executive Vice President
Type Security Shares Price Value
Grant/Award Option (right to buy) 1,941 $0.00 --
Grant/Award Common Stock 2,908 $0.00 --
Tax Withholding Common Stock 1,225 $221.57 $271K
holding Phantom Common Stock Units -- -- --
Holdings After Transaction: Option (right to buy) — 1,941 shares (Direct); Common Stock — 12,227 shares (Direct); Phantom Common Stock Units — 332 shares (Indirect, By Supplemental 401(k) Plan)
Footnotes (1)
  1. Shares issued pursuant to vesting of performance-based restricted stock units, which were granted to the reporting person on January 31, 2023, January 31, 2024 and January 31, 2025, under the M&T Bank Corporation 2019 Equity Incentive Compensation Plan (the " Equity Plan") and vested upon achievement of performance goals for the applicable performance periods. The performance-based restricted stock units were granted under the Equity Plan, and therefore the reporting person paid no price for the performance-based restricted stock units. Shares withheld for taxes upon the settlement in shares of performance-based restricted stock units previously granted to the reporting person. The option vests ratably on the first, second and third anniversary of the grant date. The option was granted under the Equity Plan, and therefore the reporting person paid no price for the option. 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. The information presented is as of December 31, 2025.
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*
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)
01/30/2026
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 01/30/2026 A(1) 2,908 A(1) $0(2) 12,227 D
Common Stock 01/30/2026 F(3) 1,225 D $221.57 11,002 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
Option (right to buy) $221.57 01/30/2026 A 1,941 (4) 01/30/2036 Common Stock 1,941 $0(5) 1,941 D
Phantom Common Stock Units (6) (6) (6) Common Stock 332 332 I By Supplemental 401(k) Plan(7)
Explanation of Responses:
1. Shares issued pursuant to vesting of performance-based restricted stock units, which were granted to the reporting person on January 31, 2023, January 31, 2024 and January 31, 2025, under the M&T Bank Corporation 2019 Equity Incentive Compensation Plan (the " Equity Plan") and vested upon achievement of performance goals for the applicable performance periods.
2. The performance-based restricted stock units were granted under the Equity Plan, and therefore the reporting person paid no price for the performance-based restricted stock units.
3. Shares withheld for taxes upon the settlement in shares of performance-based restricted stock units previously granted to the reporting person.
4. The option vests ratably on the first, second and third anniversary of the grant date.
5. The option was granted under the Equity Plan, and therefore the reporting person paid no price for the option.
6. 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.
7. The information presented is as of December 31, 2025.
Remarks:
By: Stephen T. Wilson (Attorney-In-Fact) 02/03/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

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

M&T Bank senior executive vice president Peter D'Arcy reported vesting of 2,908 performance-based shares, tax withholding of 1,225 shares at $221.57, and a new option grant for 1,941 shares at $221.57, all dated January 30, 2026 under the 2019 equity plan.

How many M&T Bank (MTB) shares does Peter D'Arcy hold after this Form 4?

After the reported transactions, Peter D'Arcy directly holds 11,002 shares of M&T Bank common stock. He also has 1,941 stock options outstanding and 332 phantom common stock units in a Supplemental 401(k) plan account that are payable in cash under plan terms.

What equity awards did M&T Bank (MTB) grant to Peter D'Arcy on January 30, 2026?

On January 30, 2026, M&T Bank granted Peter D'Arcy an option for 1,941 shares of common stock at an exercise price of $221.57. The option was issued under the 2019 Equity Incentive Compensation Plan and vests ratably over three years from the grant date.

How were performance-based restricted stock units settled for M&T Bank (MTB) executive Peter D'Arcy?

Performance-based restricted stock units granted in 2023, 2024, and 2025 vested upon achievement of performance goals, issuing 2,908 M&T Bank shares to Peter D'Arcy at no cost. The company withheld 1,225 shares at $221.57 per share to satisfy related tax obligations upon settlement.

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

Peter D'Arcy holds 332 phantom common stock units in an excess benefit Supplemental 401(k) plan account. Each unit represents one share of M&T Bank common stock, but the units are payable in cash and may include amounts from dividend reinvestment under the plan’s provisions.

Under which plan were Peter D'Arcy’s M&T Bank (MTB) awards granted?

The performance-based restricted stock units and the new stock option for Peter D'Arcy were granted under the M&T Bank Corporation 2019 Equity Incentive Compensation Plan. The phantom stock units are held in a separate excess benefit Supplemental 401(k) plan account maintained by the company.