M&T Bank (MTB) director Sadler reports 37-share equity award and holdings

Rhea-AI Filing Summary

M&T Bank Corporation director Robert E. Sadler Jr. reported receiving a stock award of 37 shares of common stock on January 30, 2026, at a price of $0. The award was granted under the M&T Bank Corporation 2019 Equity Incentive Compensation Plan for his service on a regional Directors Advisory Council.

Following this award, he directly holds 27,614 shares of M&T common stock. Additional indirect holdings include 17,070 shares held by his wife, 18,398 shares held by the Sadler Family Foundation where he has voting and dispositive power but no pecuniary interest, and 22,731 shares held by a Grantor Retained Annuity Trust for which he reports beneficial ownership but disclaims it except to the extent of his pecuniary interest.

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^*

SADLER ROBERT E JR

(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)
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)		37	A(1)	$0	27,614(2)	D
Common Stock								17,070	I	By Wife
Common Stock								18,398	I	See footnote(3)
Common Stock								22,731(2)	I	By GRAT(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

Explanation of Responses:

1. This transaction represents a stock award received by the reporting person pursuant to the M&T Bank Corporation 2019 Equity Incentive Compensation Plan (the "Equity Plan") for service on a regional Directors Advisory Council of M&T Bank.

2. Reflects 8,564 shares distributed from the GRAT to the reporting person on December 9. 2025, in satisfaction of the GRAT's annuity obligation. See footnote (4) for information regarding the GRAT.

3. The indicated shares are held by the Sadler Family Foundation, a charitable trust in which the reporting person has no pecuniary interest. The reporting person is a trustee of the Sadler Family Foundation and holds voting and dispositive power over the shares held by it.

4. The indicated shares are held by a Grantor Retained Annuity Trust ("GRAT") of which the reporting person is trustee and of which the reporting person and his descendants are beneficiaries. The reporting person continues to report the beneficial ownership of all of the M&T Bank Corporation common stock held by the GRAT but disclaims beneficial ownership except to the extent of his pecuniary interest therein.

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 transaction did MTB director Robert E. Sadler Jr report?

Robert E. Sadler Jr reported receiving a stock award of 37 shares of M&T Bank Corporation common stock on January 30, 2026. The shares were granted at $0 under the company’s 2019 Equity Incentive Compensation Plan for service on a regional Directors Advisory Council.

How many MTB shares does Robert E. Sadler Jr directly hold after this Form 4?

After the reported award, Robert E. Sadler Jr directly holds 27,614 shares of M&T Bank Corporation common stock. This figure reflects his personal direct ownership only and excludes indirect holdings through his wife, a charitable foundation, and a Grantor Retained Annuity Trust.

What indirect M&T Bank (MTB) holdings are associated with Robert E. Sadler Jr?

Indirect holdings include 17,070 shares held by his wife, 18,398 shares held by the Sadler Family Foundation, and 22,731 shares held by a Grantor Retained Annuity Trust. He has voting power over some of these but limits or disclaims pecuniary ownership interests.

What is the role of the Sadler Family Foundation in this MTB Form 4?

The Sadler Family Foundation holds 18,398 M&T Bank shares. Robert E. Sadler Jr serves as a trustee and has voting and dispositive power over these shares, but the filing states he has no pecuniary interest in the charitable trust’s holdings.

How does the GRAT mentioned in the MTB Form 4 affect reported ownership?

A Grantor Retained Annuity Trust holds 22,731 M&T Bank shares. Robert E. Sadler Jr is trustee, and he and his descendants are beneficiaries. He reports beneficial ownership of all shares in the GRAT but disclaims ownership except to the extent of his pecuniary interest.

Why did Robert E. Sadler Jr receive the 37-share award from M&T Bank (MTB)?

The 37-share stock award was granted under M&T Bank Corporation’s 2019 Equity Incentive Compensation Plan. It compensates Robert E. Sadler Jr for his service on a regional Directors Advisory Council of M&T Bank, aligning director compensation with the company’s equity.