M&T Bank (MTB) CEO and Chairman discloses Form 4 stock gifts to family

Rhea-AI Filing Summary

M&T Bank Corporation's Chairman of the Board and CEO, who is also a director, reported gifting shares of the company’s common stock. On 12/08/2025, the reporting person transferred 2,444 common shares as a gift for no consideration, and separately gifted 200 shares to each of two daughters, also for no consideration.

After these transactions, the reporting person beneficially owned 92,273.79 common shares directly. Indirect holdings included 1,067.2095 common shares for each of Daughter #1 and Daughter #2 through custodial accounts under the Uniform Gifts to Minors Act, and 6,030 common shares held through a 401(k) plan. The fractional shares reflect credits through the M&T Bank Corporation Dividend Reinvestment Plan as of September 30, 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

OMB APPROVAL

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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^*

JONES RENE F

(Last) (First) (Middle)

ONE M&T PLAZA

(Street)

BUFFALO NY 14203-2399

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2025

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	12/08/2025		G		2,444	D	$0(1)	92,273.79	D
Common Stock	12/08/2025		G		200	A	$0(1)	1,067.2095(2)	I	By Daughter #1(3)
Common Stock	12/08/2025		G		200	A	$0(1)	1,067.2095(2)	I	By Daughter #2(3)
Common Stock								6,030	I	By 401(k) Plan(4)

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. The reported transaction involves a transfer of securities by gift for no consideration.

2. Includes a fractional share credited for the period between July 1, 2025 and September 30, 2025 through participation in the M&T Bank Corporation Dividend Reinvestment Plan.

3. These shares are owned by the daughter of the reporting person through a custodial account under the Uniform Gifts to Minors Act for which the reporting person is custodian.

4. The information presented is as of September 30, 2025.

Remarks:

	By: Stephen T. Wilson (Attorney-In-Fact)	12/10/2025
	** 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 transaction did M&T Bank (MTB) report in this Form 4?

The Chairman of the Board and CEO of M&T Bank Corporation reported a transfer of common stock by gift on 12/08/2025, involving multiple blocks of shares given for no consideration.

How many M&T Bank (MTB) shares were gifted by the reporting person?

The reporting person gifted 2,444 common shares in one transaction and 200 common shares to each of two daughters, all described as transfers by gift for $0 consideration.

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

Following the transactions, the insider held 92,273.79 M&T Bank common shares directly, plus 6,030 shares through a 401(k) plan and 1,067.2095 shares for each of two daughters through custodial accounts.

What is the nature of the indirect ownership reported for M&T Bank (MTB) shares?

Indirect ownership includes shares held in a 401(k) plan and shares owned by the reporting person’s daughters through Uniform Gifts to Minors Act custodial accounts for which the reporting person serves as custodian.

How were fractional M&T Bank (MTB) shares created for the insider accounts?

The filing states that the fractional share amount was credited between July 1, 2025 and September 30, 2025 through participation in the M&T Bank Corporation Dividend Reinvestment Plan.

Does this M&T Bank (MTB) Form 4 involve any derivative securities?

The derivative securities table is included, but no derivative securities transactions are listed; all reported holdings and transfers relate to common stock.