M&T BANK CORP — Director's Dealing 2022

Feb 2, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: M&T BANK CORP (MTB)
CIK: 0000036270
Period of Report: 2022-01-28

Reporting Person: PEARSON KEVIN J (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-01-28	Common Stock	A	2327	$0.00	Acquired	39891	Direct
2022-01-28	Common Stock	F	721	$172.07	Disposed	39170	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8669	Indirect
Common Stock	3061	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Common Stock Units	$		Common Stock ()	3290	Indirect

Footnotes

F1: Shares issued pursuant to vesting of performance-based restricted stock units, which were granted to the reporting person on January 29, 2021, under the 2019 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: Includes 831 shares acquired from the 2020 GRAT in satisfaction of its annuity obligation on October 25, 2021. See footnote (5) for information regarding the 2020 GRAT.

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, 2021.

F7: 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.