M&T BANK CORP — Director's Dealing 2021

Feb 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: M&T BANK CORP (MTB)
CIK: 0000036270
Period of Report: 2021-01-29

Reporting Person: Warman D Scott N (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-29	Common Stock	A	1325	$0.00	Acquired	18527.97	Direct
2021-01-29	Common Stock	F	420	$132.47	Disposed	18107.97	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-29	Option (right to buy)	$132.47	A	3753	Acquired	2031-01-29	Common Stock (3753)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6752	Indirect
Common Stock	781.879	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Common Stock Units	$		Common Stock ()	4235	Indirect

Footnotes

F1: Shares issued pursuant to vesting of performance-based restricted stock units, which were granted to the reporting person on January 31, 2018 and on January 31, 2019, respectively, under the 2009 M&T Bank Corporation Equity Incentive Compensation Plan and vested upon achievement of performance goals for the applicable performance period.

F2: The performance-based restricted stock units were granted under an equity incentive compensation plan maintained by M&T Bank Corporation, and therefore the reporting person paid no price for the performance-based restricted stock units.

F3: Shares withheld for taxes upon the settlement in shares of the performance-based restricted stock units previously granted to the reporting person.

F4: The information presented is as of December 31, 2020.

F5: Includes 31.789 shares acquired between January 1, 2020 and December 31, 2020 through the reporting person's participation in a dividend reinvestment plan meeting the requirements of Rule 16a-11.

F6: The option granted includes a total of 3,753 shares. 1,251 of the shares are exercisable on or after January 29, 2022; an additional 1,251 of the shares are exercisable on or after January 29, 2023; and the remaining 1,251 shares are exercisable on or after January 29, 2024.

F7: 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.

F8: The reported phantom common stock units are held by the reporting person in an excess benefit plan account maintained by M&T Bank Corporation and represent a like number of shares of M&T Bank Corporation common stock. The phantom common stock units may only be settled in cash upon distribution 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.