Woodrow Tracy S. 4

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.