M&T BANK CORP — Director's Dealing 2024

Feb 2, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: M&T BANK CORP (MTB)
CIK: 0000036270
Period of Report: 2024-01-31

Reporting Person: JONES RENE F (Director, Chairman of the Board and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-01-31	Common Stock	A	8257	$0.00	Acquired	93481.79	Direct
2024-01-31	Common Stock	F	3600	$138.10	Disposed	89881.79	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-01-31	Option (right to buy)	$138.10	A	21048	Acquired	2034-01-31	Common Stock (21048)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	680.1503	Indirect
Common Stock	680.1503	Indirect
Common Stock	5709	Indirect

Footnotes

F1: Shares issued pursuant to vesting of performance-based restricted stock units, which were granted to the reporting person on January 31, 2022
and January 31, 2023, under the 2019 M&T Bank Corporation Equity Incentive Compensation Plan (the "Plan") and vested upon achievement of
performance goals for the applicable performance periods.

F2: The performance-based restricted stock units were granted under the Plan, 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 performance-based restricted stock units previously granted to the reporting person.

F4: These shares are owned by the daughter of the reporting person through a custodial account under the Uniform Gifts to Minors Act for which the reporting person is custodian.

F5: The information presented is as of December 31, 2023.

F6: The option vests ratably on the first, second and third anniversary of the grant date.

F7: The option was granted under the Plan, and therefore the reporting person paid no price for the option.