Kevin J. Pearson - Feb 10, 2023 Form 4 Insider Report for M&T BANK CORP (MTB)

Role: Vice Chairman
Signature: By: Stephen T. Wilson, Esq. (Attorney-In-Fact)
Stock symbol: MTB
Transactions as of: Feb 10, 2023
Transactions value $: -$224,854
Form type: 4
Date filed: 2/14/2023, 04:26 PM
Previous filing: Feb 7, 2023
Next filing: Dec 15, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MTB	Common Stock	Award	$0	+2.96K	+7.01%	$0.00	45.2K	Feb 10, 2023	Direct	F1, F2
transaction	MTB	Common Stock	Tax liability	-$225K	-1.41K	-3.13%	$159.02	43.8K	Feb 10, 2023	Direct	F3
holding	MTB	Common Stock						7.52K	Feb 10, 2023	By 2020 GRAT	F4
holding	MTB	Common Stock						3.15K	Feb 10, 2023	By 401(k) Plan	F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	MTB	Phantom Common Stock Units						3.39K	Feb 10, 2023	Common Stock			Supplemental 401 (k) Plan	F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Shares issued pursuant to performance-vested stock units (including 284 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 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.
F5	The information presented is as of December 31, 2022.
F6	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.