M&T Bank (MTB) CEO receives stock award and withholds shares for taxes

Rhea-AI Filing Summary

M&T Bank Corporation Chairman and CEO Rene F. Jones reported equity compensation activity in company stock. On February 13, 2026, he acquired 16,199 shares of common stock at $0 per share through the settlement of performance-vested stock units earned for a three-year period ending December 31, 2025.

On the same date, 8,270 shares were disposed of at $228.71 per share to cover tax withholding tied to this equity award. After these direct transactions, he held 121,557.79 shares of common stock directly. He also reported indirect holdings, including shares held for two daughters and in a 401(k) plan, with those balances presented as of December 31, 2025.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider JONES RENE F

Role Chairman of the Board and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	16,199	$0.00	--
Tax Withholding	Common Stock	8,270	$228.71	$1.89M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 129,827.79 shares (Direct); Common Stock — 1,067.218 shares (Indirect, By Daughter #1)

Footnotes (1)

1. Shares issued pursuant to performance-vested stock units (including 1,583 shares issued for related dividend equivalent units) that were granted to the reporting person on January 31, 2023 under the M&T Bank Corporation 2019 Equity Incentive Compensation Plan (the "Equity Plan") and were earned based on achievement against pre-established performance criteria for the three-year performance period ended December 31, 2025, as determined by the Company's Compensation and Human Capital Committee on February 13, 2026. The performance-vested restricted stock units were granted under the Equity Plan, and therefore the reporting person paid no price for the performance-vested restricted stock units. Shares withheld for taxes upon the settlement in shares of performance-vested stock units previously granted to the reporting person. These shares are owned by the daughter of the reporting person through a custodial account under the Uniform Gifts to Minors Act for which the reporting person is custodian. The information presented is as of December 31, 2025.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

JONES RENE F

(Last) (First) (Middle)

ONE M&T PLAZA

(Street)

BUFFALO NY 14203-2399

(City) (State) (Zip)

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
X	Officer (give title below)		Other (specify below)
	Chairman of the Board and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	02/13/2026		A(1)		16,199	A(1)	$0(2)	129,827.79	D
Common Stock	02/13/2026		F(3)		8,270	D	$228.71	121,557.79	D
Common Stock								1,067.2177	I	By Daughter #1
Common Stock								1,067.2177	I	By Daughter #2(4)
Common Stock								6,074	I	By 401(k) Plan(5)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Shares issued pursuant to performance-vested stock units (including 1,583 shares issued for related dividend equivalent units) that were granted to the reporting person on January 31, 2023 under the M&T Bank Corporation 2019 Equity Incentive Compensation Plan (the "Equity Plan") and were earned based on achievement against pre-established performance criteria for the three-year performance period ended December 31, 2025, as determined by the Company's Compensation and Human Capital Committee on February 13, 2026.

2. The performance-vested restricted stock units were granted under the Equity Plan, and therefore the reporting person paid no price for the performance-vested restricted stock units.

3. Shares withheld for taxes upon the settlement in shares of performance-vested stock units previously granted to the reporting person.

4. These shares are owned by the daughter of the reporting person through a custodial account under the Uniform Gifts to Minors Act for which the reporting person is custodian.

5. The information presented is as of December 31, 2025.

Remarks:

	By: Stephen T. Wilson (Attorney-In-Fact)	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did M&T Bank (MTB) CEO Rene Jones report in this Form 4?

Rene F. Jones reported equity compensation activity in M&T Bank common stock. He received shares from performance-vested stock units and had additional shares withheld to cover related tax obligations, updating both his direct and indirect ownership positions.

How many M&T Bank shares did the CEO acquire through equity awards?

He acquired 16,199 shares of M&T Bank common stock at $0 per share. These shares were issued upon settlement of performance-vested stock units earned over a three-year period ending December 31, 2025 under the company’s equity incentive plan.

How many M&T Bank shares were withheld for taxes from the CEO’s award?

A total of 8,270 shares of M&T Bank common stock were disposed of at $228.71 per share. These shares were withheld specifically to satisfy tax liabilities arising from the settlement of previously granted performance-vested stock units.

What is Rene Jones’s direct M&T Bank shareholding after these transactions?

Following the reported grant and tax withholding, Rene F. Jones directly owned 121,557.79 shares of M&T Bank common stock. This figure reflects his direct holdings only and excludes additional indirect interests reported for family accounts and a 401(k) plan.

What indirect M&T Bank shareholdings related to the CEO are disclosed?

Indirect holdings include shares owned by two daughters through custodial accounts and shares in a 401(k) plan. The Form 4 notes these indirect positions in M&T Bank common stock, with the information stated as being presented as of December 31, 2025.

Were the performance-vested stock units purchased by the M&T Bank CEO?

No, the performance-vested stock units were granted under M&T Bank’s equity plan, and the CEO paid no price for them. Shares were issued upon vesting and performance certification, with a portion withheld in stock to cover associated tax obligations.