M&T Bank CLO awarded stock and options

M&T Bank Corporation senior executive Laura P. O'Hara, Sr.

Rhea-AI Filing Summary

M&T Bank Corporation senior executive Laura P. O'Hara, Sr. EVP & Chief Legal Officer, reported equity compensation activity on January 30, 2026. She received 1,820 shares of common stock at $0 cost upon vesting of performance-based restricted stock units granted under the 2019 Equity Incentive Compensation Plan.

To cover taxes on this vesting, 787 shares of common stock were withheld at $221.57 per share, leaving her with 8,353 common shares directly owned. She was also granted an option for 1,151 shares at an exercise price of $221.57, vesting in three equal annual installments and expiring on January 30, 2036.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider O'Hara Laura P.

Role Sr. EVP & Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Option (right to buy)	1,151	$0.00	$0.00
Grant/Award	Common Stock	1,820	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	787	$221.57	$174K

Holdings After Transaction: Option (right to buy) — 1,151 contracts (Direct); Common Stock — 8,353 shares (Direct)

Footnotes (5)

1. F1. 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. F2. 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. F3. Shares withheld for taxes upon the settlement in shares of performance-based restricted stock units previously granted to the reporting person.
4. F4. The option vests ratably on the first, second and third anniversary of the grant date.
5. F5. The option was granted under the Equity Plan, and therefore the reporting person paid no price for the option.

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Accepted by SEC EDGAR 02/03/2026 - 06:38 PM Learn about SEC filing dates

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^*

O'Hara Laura P.

(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 Legal Officer

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)		1,820	A(1)	$0(2)	9,140	D
Common Stock	01/30/2026		F(3)		787	D	$221.57	8,353	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		1,151		(4)	01/30/2036	Common Stock	1,151	$0(5)	1,151	D

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.

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.