O'Hara Laura P. 4

What Happened

• Laura P. O'Hara, Senior Executive Vice President & Chief Legal Officer of M&T Bank (MTB), was issued 1,889 performance-vested restricted stock units (RSUs) on Feb 13, 2026 (reported as an Award, code A). No purchase price was paid for these RSUs. To satisfy tax withholding on the settlement, 683 shares were withheld (reported as code F) at a reported value of $228.71 per share, totaling $156,209.

Key Details

• Transaction date(s): Feb 13, 2026; Form filed Feb 18, 2026.
• Award: 1,889 RSUs issued at $0.00 (performance-vested; includes 184 shares issued as dividend equivalents).
• Withholding/tax disposition: 683 shares withheld/disposed at $228.71 = $156,209 to cover tax liability.
• Shares owned after transaction: not specified in the filing.
• Notable footnotes: RSUs were granted Jan 31, 2023 under M&T’s 2019 Equity Incentive Plan and were earned based on performance for the three-year period ended Dec 31, 2025, as certified by the Compensation and Human Capital Committee on Feb 13, 2026. The RSUs required no purchase price; the share reduction reflects tax withholding on settlement.
• Filing timeliness: filing shows transactions dated Feb 13 and was filed Feb 18, 2026 (check if this meets SEC timeliness expectations).

Context

• This was an award/settlement of performance-based RSUs, not an open-market purchase or a voluntary sale. The 683-share disposition reflects tax withholding at settlement (common for RSU payouts), not a separate market-sale decision by the insider. Such awards reflect compensation vesting based on pre-set performance goals rather than immediate insider bullishness.