Woodrow Tracy S. 4

4 · M&T BANK CORP · Filed Feb 3, 2026

AI-generated summary of this filing

Updated Feb 3, 2026

M&T Bank Sr. EVP Woodrow Tracy Receives Award; 950 Shares Withheld

What Happened

Woodrow Tracy S., Senior Executive Vice President of M&T Bank (MTB), received 3,771 shares upon vesting of performance-based restricted stock units (RSUs) and had 950 shares withheld to satisfy tax withholding. The RSUs were awarded at $0.00 (no purchase price). The 950 shares were recorded as disposed at $221.57 per share for a tax withholding value of $210,492.

Key Details

Transaction date: 2026-01-30 (Form filed 2026-02-03; filing appears to be timely).
Shares acquired: 2,232 shares (A) and 1,539 shares (A, derivative settlement) — total 3,771 RSU shares; acquisition price: $0.00.
Shares withheld/ disposed for taxes: 950 shares at $221.57 each = $210,492 (code F).
Footnotes: F1–F3 indicate these shares were issued upon vesting of performance-based RSUs granted on Jan 31, 2023/2024/2025 under the 2019 Equity Incentive Compensation Plan and that shares were withheld to cover taxes; the RSUs had no purchase price. (F4–F5 in the filing reference option vesting/grants under the plan but are not part of the reported vesting/withholding event.)
Shares owned after the transaction: not disclosed in the provided excerpt of this Form 4.

Context

This was a routine vesting of performance-based RSUs, not an open-market purchase or sale by the insider. The withholding of 950 shares to cover taxes is a common, administrative disposition and should not be read as a market-sale signal. Purchases would generally be more informative about insider sentiment; this filing documents compensation vesting and tax withholding.

Form 4

Period: 2026-01-30

Sr. Executive Vice President

Transactions

Award
Common Stock
[F1][F2]
2026-01-30+2,232→ 9,184 total
Tax Payment
Common Stock
[F3]
2026-01-30$221.57/sh−950$210,492→ 8,234 total
Award
Option (right to buy)
[F5][F4]
2026-01-30+1,539→ 1,539 total
Exercise: $221.57Exp: 2036-01-30→ Common Stock (1,539 underlying)

Footnotes (5)

[F1]Shares issued pursuant to vesting of performance-based restricted stock units, which were granted to the reporting person on January 31, 2023, January 31, 2024 and January 31, 2025, under the M&T Bank Corporation 2019 Equity Incentive Compensation Plan (the " Equity Plan") and vested upon achievement of performance goals for the applicable performance periods.
[F2]The performance-based restricted stock units were granted under the Equity Plan, and therefore the reporting person paid no price for the performance-based restricted stock units.
[F3]Shares withheld for taxes upon the settlement in shares of performance-based restricted stock units previously granted to the reporting person.
[F4]The option vests ratably on the first, second and third anniversary of the grant date.
[F5]The option was granted under the Equity Plan, and therefore the reporting person paid no price for the option.

Signature

By: Stephen T. Wilson (Attorney-In-Fact)|2026-02-03

1 file