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

Rhea-AI Filing Summary

M&T Bank Corporation senior executive vice president Kay Christopher E. reported equity compensation activity and related tax withholding. On January 30, 2026, the executive acquired 3,655 shares of common stock at $0 upon vesting of performance-based restricted stock units granted under the 2019 Equity Incentive Compensation Plan.

To cover taxes on this settlement, 1,436 common shares were withheld at a price of $221.57 per share, leaving 7,720 common shares held directly after the transactions. The executive was also granted an option to buy 2,342 common shares at an exercise price of $221.57 per share, vesting ratably on the first, second and third anniversaries of the grant date, with no purchase price paid for the option itself.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Kay Christopher E.

Role Sr. Executive Vice President

Type	Security	Shares	Price	Value
Grant/Award	Option (right to buy)	2,342	$0.00	--
Grant/Award	Common Stock	3,655	$0.00	--
Tax Withholding	Common Stock	1,436	$221.57	$318K

Holdings After Transaction: Option (right to buy) — 2,342 shares (Direct); Common Stock — 9,156 shares (Direct)

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 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Kay Christopher E.

(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. Executive Vice President

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)		3,655	A(1)	$0(2)	9,156	D
Common Stock	01/30/2026		F(3)		1,436	D	$221.57	7,720	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		2,342		(4)	01/30/2036	Common Stock	2,342	$0(5)	2,342	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.

FAQ

What insider transactions did M&T Bank (MTB) report for Kay Christopher E.?

M&T Bank reported that Sr. Executive Vice President Kay Christopher E. received 3,655 common shares from vesting performance-based RSUs and had 1,436 shares withheld for taxes, leaving 7,720 common shares held directly, plus a new option to buy 2,342 shares.

How many M&T Bank (MTB) shares does the executive own after this Form 4?

After these transactions, Sr. Executive Vice President Kay Christopher E. directly holds 7,720 M&T Bank common shares. This figure reflects 3,655 shares issued upon RSU vesting and 1,436 shares withheld to satisfy tax obligations associated with that equity compensation settlement.

What stock option grant did M&T Bank (MTB) award to the executive?

The executive received an option to buy 2,342 M&T Bank common shares at an exercise price of $221.57 per share. The option vests in three equal installments on the first, second, and third anniversaries of the January 30, 2026 grant date under the 2019 Equity Plan.

Why were 1,436 M&T Bank (MTB) shares reported as disposed of in this filing?

The 1,436 M&T Bank common shares reported as disposed of were withheld to cover taxes upon settlement of previously granted performance-based restricted stock units. This is a common administrative transaction and does not represent an open market sale by the executive.

Did the M&T Bank (MTB) executive pay for the RSUs or stock option in this Form 4?

The filing states the performance-based restricted stock units and the stock option were granted under M&T Bank’s 2019 Equity Incentive Compensation Plan. As a result, the executive paid no price for either the RSU grants or the option itself when awarded.