M&T Bank (MTB) Sr. EVP reports share award and tax withholding in Form 4

Rhea-AI Filing Summary

M&T Bank Corporation senior executive Julianne Urban reported equity compensation transactions involving company common stock. She acquired 945 shares at no cost from performance-vested stock units granted on January 31, 2023 under the 2019 Equity Incentive Compensation Plan, including 92 shares from dividend equivalents. Based on performance for the three-year period ended December 31, 2025, these units vested as approved on February 13, 2026. On the same date, 341 shares were disposed of through share withholding to cover taxes upon settlement of the performance-vested units, at a value of $228.71 per share. Following these transactions, Urban directly holds 8,458 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^*

Urban Julianne

(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. EVP & Chief Auditor

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)		945	A(1)	$0(2)	8,799	D
Common Stock	02/13/2026		F(3)		341	D	$228.71	8,458	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 92 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 Julianne Urban?

M&T Bank reported that Sr. EVP & Chief Auditor Julianne Urban received 945 common shares from vested performance-vested stock units and had 341 shares withheld to cover taxes. Both transactions occurred on February 13, 2026 and relate to prior equity awards.

How many M&T Bank (MTB) shares did Julianne Urban acquire in this Form 4?

Julianne Urban acquired 945 common shares through settlement of performance-vested stock units granted on January 31, 2023. The award vested based on pre-established performance criteria for a three-year period ending December 31, 2025, as approved by the Compensation and Human Capital Committee on February 13, 2026.

Why were 341 M&T Bank (MTB) shares disposed of in Julianne Urban’s Form 4?

The 341 shares were withheld to satisfy tax obligations upon settlement of performance-vested stock units. This is recorded as a disposition at $228.71 per share but reflects tax-withholding, not an open-market sale, and is a common mechanism for covering equity award-related tax liabilities.

What equity plan governed Julianne Urban’s M&T Bank (MTB) share award?

The transactions stem from awards under the M&T Bank Corporation 2019 Equity Incentive Compensation Plan. Performance-vested stock units granted January 31, 2023, including 92 dividend-equivalent shares, vested based on performance through December 31, 2025, as determined by the Compensation and Human Capital Committee on February 13, 2026.

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

After the reported Form 4 transactions, Julianne Urban directly holds 8,458 shares of M&T Bank common stock. This reflects the net result of receiving 945 shares from vested performance units and 341 shares withheld for taxes, as disclosed in the non-derivative ownership table.