PEARSON KEVIN J 4

What Happened Kevin J. Pearson, Vice Chairman of M&T Bank Corporation, received 6,750 performance-vested restricted stock units that vested on Feb 13, 2026. The award was issued at no cost to Pearson (code A). To satisfy tax withholding obligations, 3,364 of those shares were withheld/disposed (code F) at a reported per-share value of $228.71, totaling $769,380. The award included 659 shares issued as dividend equivalents and was granted originally on Jan 31, 2023 based on a three-year performance period ending Dec 31, 2025.

Key Details

• Transaction date (period of report): 2026-02-13; Form filed: 2026-02-18 (timely).
• Award: 6,750 performance-vested restricted stock units issued (price paid $0).
• Tax withholding (disposition): 3,364 shares withheld at $228.71 each = $769,380.
• Footnotes: Units were granted under the 2019 Equity Incentive Plan, vested based on achievement of pre-established performance criteria (F1, F2). Withholding of shares to cover taxes upon settlement (F3). Award includes 659 dividend-equivalent shares (F1). Reported ownership info is as of Dec 31, 2025 (F4). Separate phantom stock/retirement units noted in plan account (F5).
• Shares owned after the transaction are not specified in the provided excerpt.

Context These were performance-vested restricted stock units that vested based on multi-year performance goals — not an open-market purchase or sale. The withholding of shares to cover tax obligations is a common administrative step and should not be read as a market-sale signal. The filing was submitted within the SEC two-business-day window accounting for the Presidents’ Day holiday, so it appears timely.