D'Arcy Peter 4

What Happened

• Peter D'Arcy, Senior Executive Vice President of M&T Bank Corporation, received 3,105 performance-vested restricted stock units (RSUs) that settled in common shares on February 13, 2026. No purchase price was paid for the RSUs. To cover tax withholding, 1,370 of the issued shares were surrendered (disposed) at $228.71 per share for a total withholding value of $313,333.

Key Details

• Transaction dates: February 13, 2026 (vesting/settlement and tax withholding). Form filed: February 18, 2026 (filed one business day late).
• Award details: 3,105 shares issued pursuant to performance-vested stock units granted Jan 31, 2023 and earned based on the three-year performance period ended Dec 31, 2025; the 3,105 includes 303 shares for related dividend equivalents (footnote F1).
• Tax withholding: 1,370 shares withheld/disposed to satisfy tax liability at $228.71/share, totaling $313,333 (code F — tax withholding).
• Price paid: $0 for the performance-vested RSUs (footnote F2).
• Shares owned after the reported transaction: not specified in the provided excerpt. The filing notes the reporting person also holds phantom common stock units in an excess benefit plan that mirror M&T shares and are payable in cash (footnote F4). Summary info is as of Dec 31, 2025 (footnote F5).
• Filing timeliness: The Form 4 was filed Feb 18, 2026 for a Feb 13 transaction, which is one business day late (likely due to the Presidents’ Day holiday).

Context

• These were performance-based restricted stock units that vested based on pre-established goals; this is a compensation payout rather than an open-market purchase or voluntary sale. The tax withholding (share surrender) is a routine administrative step and does not necessarily indicate an insider view on the company’s outlook.