PEARSON KEVIN J 4

What Happened
Kevin J. Pearson, Vice Chairman of M&T Bank Corporation (MTB), received shares when performance-based restricted stock units (RSUs) vested and had a portion of shares withheld to cover taxes. On January 30, 2026 he was issued 6,125 shares and a separate settlement of 3,915 shares (total 10,040 shares) at $0.00 per share (RSU settlement). Simultaneously, 2,253 shares were disposed/withheld to satisfy tax withholding at $221.57 per share, generating proceeds/value of $499,197.

Key Details

• Transaction date: January 30, 2026; Form 4 filed February 3, 2026 (timely filing).
• Acquisitions: 6,125 shares (A) and 3,915 shares (A, derivative) settled at $0.00 (performance-based RSUs).
• Disposal: 2,253 shares (F) withheld/sold for taxes at $221.57/share = $499,197.
• Shares owned after transaction: not specified in this Form 4; the filing notes holdings information as of December 31, 2025 (footnote F4).
• Notable footnotes: RSUs were granted Jan 31 of 2023, 2024 and 2025 and vested upon achievement of performance goals (F1); the RSUs carried no purchase price (F2); shares were withheld for taxes upon settlement (F3). The filing also includes unrelated notes about options/phantom stock units held in retirement plans (F5–F7).

Context
These transactions reflect routine vesting of performance-based RSUs and tax withholding rather than an open-market investment decision. The shares were issued as compensation (no purchase price) and a portion was withheld/sold to cover tax obligations — common practice for RSU settlements.