M&T BANK CORP — Director's Dealing 2025

Feb 5, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: M&T BANK CORP (MTB)
CIK: 0000036270
Period of Report: 2025-01-31

Reporting Person: PEARSON KEVIN J (Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-01-31	Common Stock	A	5666	—	Acquired	46168	Direct
2025-01-31	Common Stock	F	1890	$201.24	Disposed	44278	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-01-31	Option (right to buy)	$201.24	A	4054	Acquired	2035-01-31	Common Stock (4054)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4330	Indirect
Common Stock	3392	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Common Stock Units	$		Common Stock (3646)	3646	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, January 31, 2023 and January 31, 2024, under the M&T Bank Corporation 2019 Equity Incentive Compensation Plan (the " Equity Plan") and vested upon achievement of performance goals for the applicable performance periods.

F2: The performance-based restricted stock units were granted under the Equity 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: The indicated shares are held in a SLAT for the benefit of the reporting person's spouse and descendants. The reporting person's spouse is a co-trustee of the trust.

F5: The information presented is as of December 31, 2024.

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

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

F8: 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.