O'Hara Laura P. 4

What Happened

• Laura P. O'Hara, Senior Executive Vice President & Chief Legal Officer of M&T Bank (MTB), had performance-based restricted stock units (RSUs) vest on January 30, 2026. A total of 2,971 shares were issued to her in two award line items (1,820 and 1,151 shares) at $0.00 purchase price (RSUs). To satisfy tax withholding, 787 shares were surrendered (disposed) at $221.57 per share, totaling $174,376. Net new shares received after withholding were 2,184 (2,971 gross − 787 withheld).

Key Details

• Transaction date reported: January 30, 2026; Form 4 filed February 3, 2026 (reporting date listed as 2026-01-30).
• Awards: 1,820 shares (A) and 1,151 shares (A, derivative) granted/issued upon RSU vesting; both granted under the M&T Bank 2019 Equity Incentive Compensation Plan.
• Tax withholding: 787 shares withheld/disposed (F) at $221.57/share = $174,376.
• Purchase price: $0.00 for the RSUs (no out-of-pocket cost; awards vested).
• Shares owned after transaction: Not disclosed in this filing.
• Relevant footnotes: F1–F3 confirm these were performance-based RSUs granted in prior years (Jan 31, 2023/2024/2025) that vested on achievement of performance goals; F3 explains shares were withheld to cover taxes.
• No 10b5-1 plan or late-filing notation is indicated in the provided filing text.

Context

• This was an award/vesting event (not an open-market purchase or discretionary sale). The RSUs carry no purchase price and typically reflect compensation tied to company performance goals. The withholding of shares to cover taxes is routine and common when equity awards are settled in shares; it does not by itself indicate a change in insider sentiment.