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: King Darren J (E.V.P./Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-15	Common Stock	G	600	$0.00	Disposed	43934.39	Direct
2021-01-29	Common Stock	A	2578	$0.00	Acquired	46512.39	Direct
2021-01-29	Common Stock	F	908	$132.47	Disposed	45604.39	Direct
2020-12-15	Common Stock	G	200	$0.00	Acquired	889	Indirect
2020-12-15	Common Stock	G	200	$0.00	Acquired	889	Indirect
2020-12-15	Common Stock	G	200	$0.00	Acquired	889	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-29	Option (right to buy)	$132.47	A	9103	Acquired	2031-01-29	Common Stock (9103)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	716	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Common Stock Units	$		Common Stock ()	146	Indirect

Footnotes

F1: The reported transaction involves a transfer of securities by gift for which no payment of consideration was received by the reporting person.

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 reported transaction involves a transfer of securities by gift for which no consideration was paid.

F6: These shares are owned by the son of the reporting person through a custodial account under the Uniform Transfers to Minors Act for which the reporting person is custodian.

F7: These shares are owned by the daughter of the reporting person through a custodial account under the Uniform Transfers to Minors Act for which the reporting person is custodian.

F8: The information presented is as of December 31, 2020.

F9: The option granted includes a total of 9,103 shares. 3,034 of the shares are exercisable on or after January 29, 2022; an additional 3,034 of the shares are exercisable on or after January 29, 2023; and the remaining 3,035 shares are exercisable on or after January 29, 2024.

F10: 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.

F11: 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.