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: PEARSON KEVIN J (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-09-01	Common Stock	J	9500	$0.00	Disposed	32287	Direct
2021-01-29	Common Stock	A	4367	$0.00	Acquired	36654	Direct
2021-01-29	Common Stock	F	1353	$132.47	Disposed	35301	Direct
2020-09-01	Common Stock	J	9500	$0.00	Acquired	9500	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-29	Option (right to buy)	$132.47	A	15087	Acquired	2031-01-29	Common Stock (15087)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2971	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Common Stock Units	$		Common Stock ()	3194	Indirect

Footnotes

F1: On September 1, 2020, the reporting person contributed 9,500 shares of M&T Bank Corporation common stock to a Grantor Retained Annuity Trust ("2020 GRAT") of which the reporting person is the trustee. The reporting person continues to report the beneficial ownership of all of the M&T Bank Corporation common stock held by the 2020 GRAT but disclaims beneficial ownership except to the extent of his pecuniary interest therein.

F2: 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.

F3: 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.

F4: Shares withheld for taxes upon the settlement in shares of performance-based restricted stock units previously granted to the reporting person.

F5: The indicated shares are held by a Grantor Retained Annuity Trust ("2020 GRAT") of which the reporting person is trustee. The reporting person continues to report beneficial ownership of all of the M&T Bank Corporation common stock held by the 2020 GRAT but disclaims beneficial ownership except to the extent of his pecuniary interest therein.

F6: The information presented is as of December 31, 2020.

F7: The option granted includes a total of 15,087 shares. 5,029 of the shares are exercisable on or after January 29, 2022; an additional 5,029 of the shares are exercisable on or after January 29, 2023; and the remaining 5,029 shares are exercisable on or after January 29, 2024.

F8: 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.

F9: 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 and distributed 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.