Equity awards and tax share withholding reported by M&T Bank (MTB) senior EVP

Rhea-AI Filing Summary

M&T Bank Corp senior executive vice president Michael A. Wisler reported equity award activity involving the company’s common stock. On February 13, 2026, he acquired 2,497 shares at $0.00 per share through the settlement of performance‑vested stock units granted under the 2019 Equity Incentive Compensation Plan, including 244 shares from dividend equivalents, after the units were earned based on pre‑set performance criteria for a three‑year period ending December 31, 2025. On the same date, 994 shares at $228.71 per share were disposed of to cover tax withholding upon this settlement, a non‑market transaction, leaving him with 8,129.444 shares of common stock held directly.

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

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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^*

Wisler Michael A.

(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)
02/13/2026

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	02/13/2026		A(1)		2,497	A(1)	$0(2)	9,123.444	D
Common Stock	02/13/2026		F(3)		994	D	$228.71	8,129.444	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

Explanation of Responses:

1. Shares issued pursuant to performance-vested stock units (including 244 shares issued for related dividend equivalent units) that were granted to the reporting person on January 31, 2023 under the M&T Bank Corporation 2019 Equity Incentive Compensation Plan (the "Equity Plan") and were earned based on achievement against pre-established performance criteria for the three-year performance period ended December 31, 2025, as determined by the Company's Compensation and Human Capital Committee on February 13, 2026.

2. The performance-vested restricted stock units were granted under the Equity Plan, and therefore the reporting person paid no price for the performance-vested restricted stock units.

3. Shares withheld for taxes upon the settlement in shares of performance-vested stock units previously granted to the reporting person.

Remarks:

	By: Stephen T. Wilson (Attorney-In-Fact)	02/18/2026
	** 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).
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FAQ

What insider transactions did Michael A. Wisler report for M&T Bank Corp (MTB)?

Michael A. Wisler reported acquiring 2,497 M&T Bank common shares via performance-vested stock unit settlement and disposing of 994 shares for tax withholding on February 13, 2026, resulting in direct ownership of 8,129.444 shares after these non-market equity compensation-related transactions.

Were Michael A. Wisler’s M&T Bank (MTB) Form 4 transactions open-market buys or sells?

The reported transactions were not open-market trades. Wisler received 2,497 shares through settlement of performance-vested stock units and 994 shares were withheld to satisfy tax obligations, with no indication of discretionary market purchases or sales in this Form 4 filing.

How many M&T Bank (MTB) shares does Michael A. Wisler own after this Form 4?

After these transactions, Michael A. Wisler directly owns 8,129.444 shares of M&T Bank common stock. This reflects the net result of 2,497 shares acquired from performance-vested units and 994 shares disposed of for tax withholding on February 13, 2026.

What is the source of the 2,497 M&T Bank (MTB) shares granted to Michael A. Wisler?

The 2,497 shares were issued upon settlement of performance-vested stock units granted January 31, 2023 under M&T Bank’s 2019 Equity Incentive Compensation Plan, including 244 shares from dividend equivalent units, after meeting three-year performance criteria through December 31, 2025.

Why were 994 M&T Bank (MTB) shares disposed of in Michael A. Wisler’s Form 4?

The 994 shares were withheld to cover taxes due on the settlement of performance-vested stock units. This tax-withholding disposition, priced at $228.71 per share, is a standard equity compensation mechanism rather than an open-market sale by the executive.