Woodrow Tracy S. 4

What Happened

• Tracy S. Woodrow, Senior Executive Vice President of M&T Bank Corporation (MTB), had 2,295 performance-vested restricted stock units settle into shares on Feb 13, 2026 (awarded at $0). To cover tax withholding, 921 of those shares were surrendered/withheld at $228.71 each for a value of $210,642. Net shares added to Woodrow’s holdings from this settlement: 1,374 shares.

Key Details

• Transaction dates: Feb 13, 2026 (award/settlement and tax withholding); Form 4 filed Feb 18, 2026 (appears one business day late vs. the usual two-business-day requirement).
• Award: 2,295 shares issued pursuant to performance-vested stock units (includes 224 shares issued as related dividend equivalents) granted Jan 31, 2023 and earned based on performance for the three-year period ended Dec 31, 2025 (determined Feb 13, 2026).
• Tax withholding: 921 shares withheld/disposed at $228.71 per share = $210,642.
• Price paid: $0 for the performance-vested restricted stock units (they were earned awards).
• Shares owned after transaction: not reported in the Form 4 (not provided in the filing).
• Transaction codes: A = Award/Grant; F = Shares withheld for taxes (disposition).

Context

• These were performance-vested RSUs that vested based on pre-set performance goals; the award was settled in shares and part of the award was withheld to satisfy tax obligations (a routine, non-market-sale action).
• The withholding reduces newly received shares rather than representing an open-market sale; purchases are generally more informative than routine withholding, but the filing shows a net increase of shares (1,374) from the settlement.