M&T Bank (MTB) vice chair receives 6,750-share performance award

Rhea-AI Filing Summary

M&T Bank Corporation vice chairman Kevin J. Pearson received 6,750 shares of common stock as a performance-vested stock award, including 659 dividend-equivalent shares, based on results for the three-year period ended December 31, 2025.

The award was granted under the 2019 Equity Incentive Compensation Plan at no cost to him, and 3,364 shares were withheld at $228.71 per share to cover taxes, leaving him with 48,107 directly held shares. He also has 3,756 phantom common stock units in a supplemental retirement plan and 3,493 shares held through a 401(k) plan.

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^*

PEARSON KEVIN J

(Last) (First) (Middle)

ONE LIGHT STREET

(Street)

BALTIMORE MD 21202

(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)
	Vice Chairman

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)		6,750	A(1)	$0(2)	51,471	D
Common Stock	02/13/2026		F(3)		3,364	D	$228.71	48,107	D
Common Stock								3,493	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
Phantom Common Stock Units	(5)							(5)	(5)	Common Stock	3,756		3,756	I	By Supplemental 401(k) Plan(4)

Explanation of Responses:

1. Shares issued pursuant to performance-vested stock units (including 659 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.

4. The information presented is as of December 31, 2025.

5. The reported phantom common stock units are held by the reporting person in a plan account maintained by M&T Bank Corporation under the M&T Bank Corporation Leadership Retirement Savings Plan 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.

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 transaction did M&T Bank's Kevin J. Pearson report on Form 4 for MTB?

Kevin J. Pearson reported a grant of 6,750 M&T Bank common shares as a performance-vested stock award. The grant reflects achievement of pre-set goals over a three-year period and was issued under the 2019 Equity Incentive Compensation Plan at no purchase cost to him.

How many M&T Bank shares were withheld for Kevin J. Pearson’s taxes?

3,364 M&T Bank common shares were withheld to cover Kevin J. Pearson’s tax obligations on the stock award. The shares were valued at a price of $228.71 per share, reducing his directly held total to 48,107 shares after the withholding transaction.

What is Kevin J. Pearson’s direct M&T Bank share ownership after these Form 4 transactions?

After the reported grant and tax withholding, Kevin J. Pearson directly holds 48,107 M&T Bank common shares. This figure reflects shares issued from performance-vested units minus those withheld to satisfy tax liabilities associated with the equity award settlement.

What are M&T Bank phantom common stock units reported for Kevin J. Pearson?

Kevin J. Pearson holds 3,756 phantom common stock units in a leadership retirement savings plan at M&T Bank. These units mirror an equal number of common shares, are payable in cash under plan terms, and include units accumulated via the plan’s dividend reinvestment feature.

How many M&T Bank shares does Kevin J. Pearson hold through retirement plans?

Kevin J. Pearson has 3,493 M&T Bank common shares in a 401(k) plan and 3,756 phantom common stock units in a supplemental retirement plan. These positions supplement his directly held 48,107 shares, as disclosed in the reported holdings information.

What performance period determined Kevin J. Pearson’s M&T Bank stock award?

The performance-vested stock award for Kevin J. Pearson was based on a three-year performance period ending December 31, 2025. The Compensation and Human Capital Committee determined the achievement against pre-established criteria and approved the earned shares on February 13, 2026.