[Form 4] M&T Bank Corp. Insider Trading Activity

Rhea-AI Filing Summary

Woodrow Tracy S., a Senior Executive Vice President of M&T Bank Corporation (MTB), reported multiple transactions dated 08/29/2025. He acquired 2,377 common shares via option-related activity at a $156 exercise price and 1,052 shares at a $138.10 exercise price, and sold 3,429 common shares at a weighted average price of $202.1176. Following these transactions, he beneficially owns 6,952 shares directly and holds 1,189 and 2,106 shares associated with outstanding options, respectively.

The options were granted under M&T’s equity incentive plan and were exercised at no option purchase price per the filing; the sale was executed in multiple trades at prices ranging from $202.09 to $202.18, with the filer offering to provide trade-level details on request.

Positive

• Acquisitions via option exercises increased long-term alignment: 2,377 shares (exercise $156) and 1,052 shares (exercise $138.10).
• Transparent pricing disclosure for the sale notes weighted-average price and range ($202.09–$202.18) and offers to provide trade-level details on request.

Negative

• Sale of 3,429 shares reduced direct holdings, executed at a weighted average price of $202.1176.
• Net change in direct beneficial ownership may be modest and not clearly accretive without further context on total insider holdings or percentage ownership.

Insights

Securities Analyst

TL;DR: Insider exercised options and partially sold shares, leaving modest direct ownership; transactions appear routine compensation-related activity.

The reporting shows option exercises and a contemporaneous sale, common for executives monetizing compensation. The filing lists acquisitions via exercise of options with exercise prices of $156 and $138.10, followed by an open-market sale of 3,429 shares at a weighted average of $202.1176. Post-transactions direct beneficial ownership is 6,952 shares plus option-linked shares. The disclosure is precise about prices and volumes and notes the sale occurred in multiple trades; no other compensation or extraordinary transactions are disclosed.

Corporate Governance Expert

TL;DR: Transactions reflect standard executive equity plan activity and compliant Section 16 disclosure; nothing indicates governance concerns.

The Form 4 identifies the reporting person as a Sr. Executive Vice President and records exercises of options granted under the company’s equity incentive plan and an open-market sale. The filing documents exercisability, exercise prices, and resulting holdings, and includes an explanation of weighted-average sale pricing. The form includes an attorney-in-fact signature, consistent with procedural norms. No departures from required disclosure practices are evident in the provided content.

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^*

Woodrow Tracy S.

(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)
08/29/2025

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	08/29/2025		M		2,377	A	$156	9,329	D
Common Stock	08/29/2025		M		1,052	A	$138.1	10,381	D
Common Stock	08/29/2025		S		3,429	D	$202.1176(1)	6,952	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)	$156	08/29/2025		M			2,377	(2)	01/31/2033	Common Stock	2,377	$0(3)	1,189	D
Option (right to buy)	$138.1	08/29/2025		M			1,052	(2)	01/31/2034	Common Stock	1,052	$0(3)	2,106	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $202.09 to $202.18. 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.

2. Currently exercisable.

3. 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.

Remarks:

	By: Stephen T. Wilson (Attorney-In-Fact)	09/03/2025
	** 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 transactions did Woodrow Tracy S. report on Form 4 for MTB?

He reported acquisitions of 2,377 and 1,052 shares via option-related activity and a sale of 3,429 shares on 08/29/2025.

At what prices were the MTB shares bought and sold in the report?

Options were exercised at exercise prices of $156 and $138.10; the sale was at a weighted average price of $202.1176 (trade range $202.09–$202.18).

How many MTB shares does the reporting person beneficially own after these transactions?

The filing shows 6,952 shares owned directly after the transactions, plus 1,189 and 2,106 shares associated with outstanding options.

Were the options exercised free of purchase price according to the filing?

The filing states the option was granted under M&T’s equity incentive plan and the reporting person paid no price for the option itself.

Does the filing provide complete trade-level sale details?

The filing reports a weighted-average sale price and notes the sale occurred in multiple trades, and offers to provide full trade-level information upon request.