MTB Form 4: Director Barnes disposes of 15,000 shares; 17,866 remain via trust

Rhea-AI Filing Summary

John P. Barnes, a director of M&T Bank Corp. (MTB), reported a sale of common stock on 08/22/2025. The Form 4 shows a disposition of 15,000 shares executed at a weighted average sale price of $199.7862 (trades ranged from $199.41 to $199.99). Following the reported transaction, the filing shows 17,866 shares held indirectly through the John P. Barnes Living Trust. The filing was signed by an attorney-in-fact on 08/26/2025 and the reporting person offers to provide trade-level detail on request.

Positive

• Timely disclosure of the insider sale on a filed Form 4
• Weighted-average price disclosed with a range of actual trade prices and an offer to provide trade-level detail on request
• Beneficial ownership after the sale is explicitly reported as 17,866 shares held indirectly via a living trust

Negative

• Insider disposition of 15,000 MTB shares on 08/22/2025 (may be viewed negatively by some investors)

Insights

Corporate Governance Expert

TL;DR: Routine insider sale disclosed promptly; beneficial ownership retained indirectly via a family trust.

The Form 4 documents a standard Section 16 disclosure for a director-initiated disposition. The reporting shows an immediate sale of 15,000 shares at a reported weighted average price and an ongoing indirect position of 17,866 shares held through a living trust. The filing includes the customary statement offering to provide transaction-level detail, which supports transparency. There is no information here about the purpose of the sale or any 10b5-1 plan. From a governance standpoint, timely and complete reporting is the principal positive outcome evident in the form.

Securities Analyst

TL;DR: Insider disposed of 15,000 MTB shares at ~$199.79; remaining indirect holdings are 17,866 shares.

The filing records a sale executed in multiple trades with prices ranging from $199.41 to $199.99 and a weighted average price of $199.7862. The reporting person reduced holdings through this disposition; the form does not provide pre-transaction total holdings or the cash proceeds. No derivative transactions or additional securities classes are reported. As a routine Schedule 16 disclosure, it allows market participants to update insider-holding records but contains no operational or financial performance information about the issuer.

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
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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^*

BARNES JOHN 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

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								36,335	D
Common Stock	08/22/2025		S		15,000	D	$199.7862(1)	17,866	I	By John P. Barnes Living Trust

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. This transaction was executed in multiple trades at prices ranging from $199.41 to $199.99. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

Remarks:

	By: Stephen T. Wilson (Attorney-In-Fact)	08/26/2025
	** 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 John P. Barnes report on Form 4 for MTB?

The filing reports a sale of 15,000 common shares executed on 08/22/2025 with a weighted average price of $199.7862.

How many MTB shares does John P. Barnes beneficially own after the reported transaction?

The Form 4 shows 17,866 shares beneficially owned indirectly through the John P. Barnes Living Trust after the transaction.

At what prices were the sold MTB shares executed?

Trades for the sale ranged from $199.41 to $199.99, and the reported weighted average sale price is $199.7862.

Who signed the Form 4 filing for John P. Barnes?

The Form 4 was executed by Stephen T. Wilson (Attorney-In-Fact) on 08/26/2025.

Does the Form 4 indicate whether the sale was part of a 10b5-1 plan?

The filing does not state that the transaction was made pursuant to a 10b5-1 plan; no 10b5-1 indication is provided in the form content.