Wisler Michael A. 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 Michael Wisler Receives RSUs; 1,057 Shares Withheld

What Happened

Michael A. Wisler, Senior Executive Vice President of M&T Bank (MTB), had performance-based restricted stock units vest on January 30, 2026. Two awards settled into 2,467 shares and 1,774 derivative shares (total 4,241 shares) at $0 cost. To cover tax withholding, 1,057 shares were withheld/disposed at $221.57 per share, producing proceeds of $234,199. Net new shares retained from the vesting = 3,184 shares (4,241 − 1,057).

Key Details

Transaction date: January 30, 2026. Form 4 filed February 3, 2026 (timely under the 2-business-day rule).
Acquisitions: 2,467 shares (award) and 1,774 shares (derivative award), both reported with $0 purchase price (performance-based RSUs).
Disposition for tax withholding: 1,057 shares sold/withheld at $221.57/share = $234,199.
Shares owned after transaction: Not specified in the provided filing.
Relevant footnotes:
- F1–F2: Shares issued upon vesting of performance-based RSUs granted Jan 31 of 2023–2025 under the 2019 Equity Incentive Plan; reporting person paid no price for these RSUs.
- F3: The reported amounts include 151.467 shares credited via the Dividend Reinvestment Plan for 2025.
- F4: The 1,057-share disposition reflects shares withheld to satisfy tax obligations on the settled RSUs.
No indication this was an open-market sale—the disposition was tax withholding rather than a discretionary sale.

Context

This is a routine compensation event: RSUs vested and some shares were withheld to cover taxes. Such withholdings are common and don’t necessarily signal insider buying or selling intentions.
The “derivative” entry refers to settlement of equity awards (RSUs) rather than exercise of a stock option or a market purchase.

Form 4

Period: 2026-01-30

Sr. Executive Vice President

Transactions

Award
Common Stock
[F1][F2][F3]
2026-01-30+2,467→ 7,683.444 total
Tax Payment
Common Stock
[F4]
2026-01-30$221.57/sh−1,057$234,199→ 6,626.444 total
Award
Option (right to buy)
[F6][F5]
2026-01-30+1,774→ 1,774 total
Exercise: $221.57Exp: 2036-01-30→ Common Stock (1,774 underlying)

Footnotes (6)

[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]Includes 151.467 shares credited for the period between January 1, 2025 and December 31, 2025, through participation in the M&T Bank Corporation Dividend Reinvestment Plan.
[F4]Shares withheld for taxes upon the settlement in shares of performance-based restricted stock units previously granted to the reporting person.
[F5]The option vests ratably on the first, second and third anniversary of the grant date.
[F6]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

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