Wisler Michael A. 4

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.