Sec Form 4 Filing - BARNES JOHN P @ M&T BANK CORP - 2022-04-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BARNES JOHN P 2. Issuer Name and Ticker or Trading Symbol M&T BANK CORP [ MTB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ONE M&T PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 04/01/2022 (Street) BUFFALO, NY14203 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 04/01/2022 A( 1 ) 51,924 A 51,924 D Common Stock 04/01/2022 F( 2 ) 22,418 D $ 19.865( 3 ) 29,506 D Common Stock 04/01/2022 A( 1 ) 575 A 575 I By 401(k) Common Stock 04/01/2022 A( 1 ) 733 A 733 I By ESOP( 4 ) Common Stock 04/01/2022 A( 1 ) 1,558 A 1,558 I By Nancy Barnes Living Trust Common Stock 04/01/2022 A( 1 ) 84,850 A 84,850 I By John P. Barnes Living Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option (right to buy) $ 109.67 04/01/2022 A 12,508 ( 5 ) 02/21/2023 Common Stock 12,508 ( 6 ) 12,508 D Option (right to buy) $ 162.42 04/01/2022 A 36,932 ( 5 ) 07/01/2024 Common Stock 36,932 ( 6 ) 36,932 D Option (right to buy) $ 117.82 04/01/2022 A 56,012 ( 5 ) 02/20/2024 Common Stock 56,012 ( 6 ) 56,012 D Option (right to buy) $ 167.01 04/01/2022 A 37,470 ( 5 ) 07/01/2024 Common Stock 37,470 ( 6 ) 37,470 D Option (right to buy) $ 149.39 04/01/2022 A 43,426 ( 5 ) 07/01/2024 Common Stock 43,426 ( 6 ) 43,426 D Option (right to buy) $ 125.85 04/01/2022 A 73,830 ( 5 ) 07/01/2024 Common Stock 73,830 ( 6 ) 73,830 D Option (right to buy) $ 137.42 04/01/2022 A 52,287 ( 5 ) 07/01/2024 Common Stock 52,287 ( 6 ) 52,287 D Option (right to buy) $ 129.54 04/01/2022 A 33,260 ( 5 ) 07/01/2024 Common Stock 33,260 ( 6 ) 33,260 D Option (right to buy) $ 177.4 04/01/2022 A 18,347 ( 5 ) 07/01/2024 Common Stock 18,347 ( 6 ) 18,347 D Option (right to buy) $ 123.44 04/01/2022 A 48,818 ( 5 ) 07/01/2024 Common Stock 48,818 ( 6 ) 48,818 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BARNES JOHN P ONE M&T PLAZA BUFFALO, NY14203 X Signatures By: Stephen T. Wilson, Esq.(Attorney-In-Fact) 04/05/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares received in exchange for shares of People's United Financial, Inc. ("People's United"). On April 1, 2022, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), Bridge Merger Corp. ("Merger Sub"), a direct, wholly owned subsidiary of M&T Bank Corporation ("M&T"), merged with and into People's United with People's United as the surviving entity (the "Merger") and People's United then merged with and into M&T, with M&T as the surviving entity. Pursuant to the Merger Agreement, each issued and outstanding share of People's United's common stock was converted into the right to receive 0.118 of a share of M&T the ("exchange ratio"). ( 2 )Estimated number of shares withheld for taxes upon the vesting of restricted share units the reporting person received for previously granted People's United performance share units and the vesting of shares the reporting person received for previously granted People's United restricted stock, pursuant to the Merger Agreement. Due to the timing of the availability of tax withholding information, the final number of shares withheld for taxes cannot be determined at the time of this filing. An amendment will be filed to disclose the final number of shares withheld for taxes. ( 3 )High/Low average of People's United common stock on April 1, 2022. ( 4 )Shares allocated for the benefit of the reporting person under the People's United Employee Stock Ownership Plan ("ESOP"). ( 5 )Currently exercisable. ( 6 )Pursuant to the Merger Agreement, at the effective time of the Merger, outstanding and unexercised stock options to acquire People's United common stock were converted into a number of stock options to acquire M&T common stock based on the exchange ratio. The exercise price of such converted options were also adjusted based on the exchange ratio, pursuant to the Merger Agreement.

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