M&T BANK CORPMTB
M&T BANK CORP Stock Compensation Disclosure
Stock-based compensation plans
The Company’s equity incentive compensation plan allows for the issuance of various forms of stock-based compensation, including stock options, restricted stock and restricted stock units, including performance-based awards. Stock-based awards granted to employees generally vest over 3 years. At December 31, 2025, there were 2,459,959 shares available for future grant under the Company’s equity incentive compensation plan.
Stock-based awards
Select information on employee stock-based compensation plans is summarized in the following table.
| (Dollars in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Stock-based compensation expense (a) | $ | 136 | $ | 116 | $ | 118 | |||||||||||
| Income tax benefits recognized | 30 | 25 | 24 | ||||||||||||||
| Cash received from exercised stock options | 19 | 138 | 32 | ||||||||||||||
| Fair value of stock-based awards granted | 143 | 141 | 124 | ||||||||||||||
| Intrinsic value of vested restricted stock and restricted stock units and exercised stock options | 114 | 134 | 96 | ||||||||||||||
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(a) Unrecognized stock-based compensation expense of $53 million at December 31, 2025 is expected to be recognized over a weighted-average period of approximately one year.
A summary of restricted stock and restricted stock unit activity follows:
| Restricted Stock Units Outstanding | Weighted- Average Grant Price | Restricted Stock Outstanding | Weighted- Average Grant Price | ||||||||||||||||||||
| Unvested at January 1, 2025 | 1,544,038 | $ | 148.33 | 10,612 | $ | 164.66 | |||||||||||||||||
| Granted | 682,806 | 201.22 | — | — | |||||||||||||||||||
| Vested | (664,436) | 154.95 | (10,612) | 164.66 | |||||||||||||||||||
| Cancelled | (57,412) | 168.18 | — | — | |||||||||||||||||||
| Unvested at December 31, 2025 (a) | 1,504,996 | 168.64 | — | — | |||||||||||||||||||
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(a)Includes 451,243 of performance-based awards at December 31, 2025.
Stock options granted to employees are generally exercisable over terms not exceeding ten years and one day. A summary of stock option activity follows:
| Weighted-Average | |||||||||||||||||||||||
| Stock Options Outstanding | Exercise Price | Life (In years) | Aggregate Intrinsic Value (In millions) | ||||||||||||||||||||
| Outstanding at January 1, 2025 | 960,833 | $ | 156.30 | ||||||||||||||||||||
| Granted | 74,753 | 201.24 | |||||||||||||||||||||
| Exercised | (189,300) | 145.88 | |||||||||||||||||||||
| Cancelled/Expired | (8,811) | 165.35 | |||||||||||||||||||||
| Outstanding at December 31, 2025 | 837,475 | 162.57 | 5.6 | $ | 32,584 | ||||||||||||||||||
| Exercisable at December 31, 2025 | 620,296 | $ | 161.99 | 4.7 | $ | 24,497 | |||||||||||||||||
Stock purchase plan
The stock purchase plan provides eligible employees of the Company with the right to purchase shares of M&T common stock at a discount through accumulated payroll deductions. As of December 31, 2025, there were 1,807,347 shares available for issuance under the plan. In connection with the employee stock purchase plan, shares of M&T common stock issued were 64,316 in 2025, 100,964 in 2024 and 90,575 in 2023. M&T received cash for shares purchased through the employee stock purchase plan of $12 million in 2025 and $13 million in each of 2024 and 2023.
Deferred bonus plan
The Company provided a deferred bonus plan pursuant to which eligible employees could elect to defer all or a portion of their annual incentive compensation awards and allocate such awards to several investment options, including M&T common stock. The deferred bonus plan was frozen effective January 1, 2010 and did not allow any additional deferrals after that date. Participants could elect the timing of distributions from the plan. Such distributions are payable in cash with the exception of balances allocated to M&T common stock which are distributable in the form of M&T common stock. Shares of M&T common stock distributable pursuant to the terms of the deferred bonus plan were 7,710 and 9,831 at December 31, 2025 and 2024, respectively.
Directors’ stock compensation programs
The Company maintains compensation programs for members of the Company’s boards of directors and its regional director advisory councils that provides for a portion of their compensation to be received in shares or restricted stock units. In 2025 and 2024, 17,105 and 22,990 shares, respectively, were granted under such programs.
Through acquisitions, the Company assumed obligations to issue shares of M&T common stock related to deferred directors' compensation plans. Shares of common stock distributable under such plans were 194 and 1,811 at December 31, 2025 and 2024, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 18, 2026 | Showing above |
| 2024 | Feb 19, 2025 | |
| 2023 | Feb 21, 2024 | |
| 2022 | Feb 22, 2023 | |
| 2021 | Feb 16, 2022 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.