M&T Bank (MTB) CLO awarded stock as units vest, shares withheld for taxes

Rhea-AI Filing Summary

M&T Bank Corp senior executive Laura P. O'Hara reported equity award activity in company common stock. She acquired 1,889 shares at no cost from performance-vested stock units granted on January 31, 2023, which vested based on performance for the three-year period ended December 31, 2025. To cover taxes on this settlement, 683 shares were disposed of at a price of $228.71 per share through share withholding. After these transactions, she directly holds 9,559 common shares.

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^*

O'Hara Laura P.

(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. EVP & Chief Legal Officer

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)		1,889	A(1)	$0(2)	10,242	D
Common Stock	02/13/2026		F(3)		683	D	$228.71	9,559	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 184 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did MTB executive Laura O'Hara report on this Form 4?

Laura O'Hara reported two transactions: an acquisition of 1,889 M&T Bank Corp common shares from performance-vested stock units, and a disposition of 683 shares withheld to satisfy tax obligations related to that equity award settlement, all dated February 13, 2026.

How many MTB shares did Laura O'Hara acquire through equity awards?

She acquired 1,889 M&T Bank Corp common shares at no cost upon settlement of performance-vested stock units, including 184 shares issued as dividend equivalent units, under the company’s 2019 Equity Incentive Compensation Plan, following achievement of pre-established three-year performance criteria.

Why were some MTB shares disposed of in Laura O'Hara’s Form 4 filing?

The 683 M&T Bank Corp shares were disposed of to cover taxes due on the settlement of performance-vested stock units. These shares were withheld by the issuer at $228.71 per share rather than sold in an open market transaction for discretionary portfolio purposes.

What plan governed the performance-vested stock units reported by MTB’s Laura O'Hara?

The performance-vested stock units were granted under the M&T Bank Corporation 2019 Equity Incentive Compensation Plan. They were earned based on pre-established performance criteria for a three-year period ending December 31, 2025, and settled in shares upon determination by the Compensation and Human Capital Committee.

How many MTB shares does Laura O'Hara own directly after these transactions?

After the reported equity award settlement and tax withholding, Laura O'Hara directly owns 9,559 M&T Bank Corp common shares. This reflects both the 1,889-share grant from performance-vested units and the 683 shares withheld to satisfy tax obligations on the award settlement.

Did Laura O'Hara pay any cash for the MTB performance-vested stock units?

She did not pay cash for the performance-vested restricted stock units. The footnotes state the units were granted under the company’s 2019 Equity Incentive Compensation Plan, and therefore no purchase price was required from the reporting person for these awarded units.