M&T BANK CORP — Director's Dealing 2023

Feb 14, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: M&T BANK CORP (MTB)
CIK: 0000036270
Period of Report: 2023-02-10

Reporting Person: D'Arcy Peter (Sr. Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-10	Common Stock	A	660	$0.00	Acquired	6547	Direct
2023-02-10	Common Stock	F	238	$159.02	Disposed	6309	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Common Stock Units	$		Common Stock ()	300	Indirect

Footnotes

F1: Shares issued pursuant to performance-vested stock units (including 63 shares issued for related dividend equivalent units) that were granted to the reporting person on February 5, 2020 under the M&T Bank Corporation 2019 Equity Incentive Compensation Plan (the "Plan") and were earned based on achievement against pre-established performance criteria for the three-year performance period ended December 31, 2022, as determined by the Company's Compensation and Human Capital Committee on February 10, 2023.

F2: The performance-vested stock units were granted under the Plan, and therefore the reporting person paid no price for the performance-vested stock units.

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

F4: The reported phantom common stock units are held by the reporting person in a plan account maintained by M&T Bank Corporation under the M&T Bank Corporation Leadership Retirement Savings Plan and represent a like number of shares of M&T Bank Corporation common stock. The phantom common stock units are payable 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.

F5: The information presented is as of December 31, 2022.