M&T Bank (MTB) Form 4: exercisable option granted, officer executes stock sales

Rhea-AI Filing Summary

M&T Bank Corp. (MTB) officer Kevin J. Pearson reported multiple equity transactions on 08/14/2025. He received an option grant covering 15,087 shares with an exercise price of $132.47 that is currently exercisable and expires 01/29/2031. On the same date he executed a series of open-market sales totaling 24,417 shares (multiple trades reported at weighted average prices between $192.005 and $194.17), and a gift transfer of 1,500 shares. After these transactions the filing shows 40,849 shares held directly, 3,441 shares held indirectly in a 401(k) plan, and 3,700 phantom common stock units held in a supplemental 401(k) plan.

Positive

• Option grant for 15,087 shares at $132.47 is currently exercisable, providing long-term alignment with shareholders
• Continued indirect holdings via a 401(k) plan (3,441 shares) and supplemental plan phantom units (3,700 units) maintain executive exposure to company performance

Negative

• Significant open-market sales on 08/14/2025 totaling 24,417 shares (weighted average sale prices reported between $192.005 and $194.17) reduced direct holdings
• Gift transfer of 1,500 shares on the same date decreased beneficial ownership without consideration

Insights

Securities Analyst

TL;DR: Officer sold material common stock while receiving a large exercisable option grant, leaving meaningful direct and plan-based holdings.

Kevin J. Pearson's filing shows concentrated activity on 08/14/2025: an equity option grant for 15,087 shares at $132.47 (exercisable now, expiring 2031) alongside multiple outright sales and a gift transfer that reduced direct common stock holdings. The sales occurred at weighted average prices in the ~ $192–$194 range, indicating monetization at prices well above the option strike. Post-transaction holdings include direct ownership, 401(k) plan shares, and phantom units, preserving both cash-settled and equity-linked exposure. For investors, this is a routine insider liquidity event combined with continued equity-linked compensation rather than a governance or credit event.

Corporate Governance Specialist

TL;DR: The filing reflects standard executive compensation and liquidity actions, not an immediate governance concern.

The reported mix of a compensatory option grant and contemporaneous open-market sales and a gift is consistent with predictable executive behavior: receipt of incentive awards and partial monetization of holdings. The presence of phantom units and 401(k) plan holdings indicates ongoing indirect alignment with shareholders via plan structures. No departures, related-party transfers beyond a gift, or other control-changing actions are disclosed. Impact appears informational rather than material to corporate control.

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)
08/14/2025

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	08/14/2025		M		15,087	A	$132.47	62,436	D
Common Stock	08/14/2025		G		1,500	D	$0(1)	60,936	D
Common Stock	08/14/2025		S		6,762	D	$192.4254(2)	54,174	D
Common Stock	08/14/2025		S		10,959	D	$193.7065(3)	43,215	D
Common Stock	08/14/2025		S		2,366	D	$194.0831(4)	40,849	D
Common Stock	08/14/2025		S		4,330	D	$192.8(5)	0	I	By SLAT
Common Stock								3,441	I	By 401(k) Plan(6)

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)	$132.47	08/14/2025		M			15,087	(7)	01/29/2031	Common Stock	15,087	$0(8)	0	D
Phantom Common Stock Units	(9)							(9)	(9)	Common Stock	3,700		3,700	I	By Supplemental 401(k) Plan(6)

Explanation of Responses:

1. The reported transaction involves a transfer of securities by gift for no consideration.

2. This transaction was executed in multiple trades at prices ranging from $192.005 to $192.99. 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.

3. This transaction was executed in multiple trades at prices ranging from $193.04 to $194.03. 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.

4. This transaction was executed in multiple trades at prices ranging from $194.04 to $194.17. 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.

5. This transaction was executed in multiple trades at prices ranging from $192.80 to $192.82. 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.

6. The information presented is as of June 30, 2025.

7. Currently exercisable.

8. The option was granted under an equity incentive compensation plan maintained by M&T Bank Corporation, and therefore the reporting person paid no price for the option.

9. 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)	08/18/2025
	** 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 did Kevin J. Pearson disclose in the Form 4 for MTB?

The filing shows an option grant of 15,087 shares at $132.47 (exercisable, expiring 01/29/2031), multiple open-market sales and a gift on 08/14/2025, and post-transaction holdings including 40,849 shares direct, 3,441 shares indirect (401(k)), and 3,700 phantom units.

How many shares were sold and at what prices in the MTB Form 4?

The filing reports sales of 6,762, 10,959, 2,366, and 4,330 shares executed in multiple trades with weighted average sale prices reported in ranges from $192.005 to $194.17.

What is the exercise price and expiration of the option granted to the reporting person?

The option has an exercise price of $132.47, is currently exercisable, and has an expiration date of 01/29/2031.

Did the reporting person retain any ownership after the transactions?

Yes. After the reported transactions the filing shows 40,849 shares held directly, 3,441 shares held indirectly in a 401(k) plan, and 3,700 phantom common stock units in a supplemental 401(k) plan.

Was any transaction a gift or zero-consideration transfer?

Yes. The filing discloses a transfer by gift of 1,500 shares reported with price $0.