STOCK TITAN

M&T Bank (NYSE: MTB) vice chair awarded new shares and stock options

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

M&T Bank Corporation Vice Chairman Kevin J. Pearson reported equity compensation activity and updated share holdings. On January 30, 2026, he acquired 6,125 shares of common stock at $0, issued upon vesting of performance-based restricted stock units under the 2019 Equity Incentive Compensation Plan after achievement of performance goals.

On the same date, 2,253 shares were withheld at $221.57 per share to cover taxes on the vested awards, leaving 44,721 common shares held directly. He also holds 3,493 shares through a 401(k) plan as of December 31, 2025, plus 3,756 phantom common stock units in a supplemental retirement plan, which track the value of an equal number of M&T common shares and are payable in cash.

Pearson was additionally granted an option to buy 3,915 common shares at an exercise price of $221.57 per share, expiring January 30, 2036. The option was granted under the same equity plan, vests in three equal annual installments starting on the first anniversary of the grant date, and required no purchase price at grant.

Positive

  • None.

Negative

  • None.
Insider PEARSON KEVIN J
Role Vice Chairman
Type Security Shares Price Value
Grant/Award Option (right to buy) 3,915 $0.00 --
Grant/Award Common Stock 6,125 $0.00 --
Tax Withholding Common Stock 2,253 $221.57 $499K
holding Phantom Common Stock Units -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Option (right to buy) — 3,915 shares (Direct); Common Stock — 46,974 shares (Direct); Phantom Common Stock Units — 3,756 shares (Indirect, By Supplemental 401(k) Plan); Common Stock — 3,493 shares (Indirect, By 401(k) Plan)
Footnotes (1)
  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. 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. Shares withheld for taxes upon the settlement in shares of performance-based restricted stock units previously granted to the reporting person. The information presented is as of December 31, 2025. The option vests ratably on the first, second and third anniversary of the grant date. The option was granted under the Equity Plan, and therefore the reporting person paid no price for the option. 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.
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*
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)
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) 6,125 A(1) $0(2) 46,974 D
Common Stock 01/30/2026 F(3) 2,253 D $221.57 44,721 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
Option (right to buy) $221.57 01/30/2026 A 3,915 (5) 01/30/2036 Common Stock 3,915 $0(6) 3,915 D
Phantom Common Stock Units (7) (7) (7) Common Stock 3,756 3,756 I By Supplemental 401(k) Plan(4)
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 information presented is as of December 31, 2025.
5. The option vests ratably on the first, second and third anniversary of the grant date.
6. The option was granted under the Equity Plan, and therefore the reporting person paid no price for the option.
7. 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) 02/03/2026
** 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.

FAQ

What did M&T Bank (MTB) vice chairman Kevin J. Pearson report in this Form 4?

Kevin J. Pearson reported vesting of performance-based restricted stock units, related tax-share withholding, a new stock option grant, and updated equity holdings. The filing details his direct common stock, 401(k) holdings, and phantom stock units linked to M&T Bank Corporation shares.

How many M&T Bank (MTB) common shares did Kevin J. Pearson acquire and at what price?

He acquired 6,125 shares of common stock at $0 per share. These shares came from performance-based restricted stock units under the 2019 Equity Incentive Compensation Plan that vested after meeting performance goals, rather than through an open-market purchase.

Why were 2,253 M&T Bank (MTB) shares withheld from Kevin J. Pearson?

2,253 common shares were withheld at $221.57 per share to cover taxes on the settlement of previously granted performance-based restricted stock units. This is a non-cash, administrative transaction tied to equity award taxation, not a discretionary market sale.

What new stock option did Kevin J. Pearson receive from M&T Bank (MTB)?

He received an option to buy 3,915 common shares at an exercise price of $221.57 per share. The option was granted under the 2019 Equity Incentive Compensation Plan and vests in three equal annual installments, expiring on January 30, 2036.

How many M&T Bank (MTB) shares does Kevin J. Pearson hold after these transactions?

After these transactions, he holds 44,721 common shares directly, plus 3,493 shares in a 401(k) plan as of December 31, 2025. He also has 3,756 phantom common stock units in a supplemental retirement plan, which track the value of M&T common shares.

What are the phantom common stock units held by Kevin J. Pearson at M&T Bank (MTB)?

The 3,756 phantom common stock units are bookkeeping units in a leadership retirement savings plan that mirror M&T common stock. They represent an equivalent number of shares but are payable in cash and can grow through dividend reinvestment within the plan.