STOCK TITAN

M&T Bank (MTB) CEO trades stock under Rule 10b5-1 plan

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

M&T Bank Corporation Chairman and CEO Rene F. Jones reported automatic share transactions under a Rule 10b5-1 trading plan. On January 21, 2026, he exercised 22,969 options for M&T Bank common stock at an exercise price of $169.38 per share, converting an option award into directly owned shares. On the same date, he disposed of 20,404 common shares at $219.46 per share, and held 100,029.79 common shares directly after these transactions.

Jones also reports indirect holdings of 1,067.2177 common shares for each of two daughters through custodial accounts and 6,074 common shares through a 401(k) plan, with this indirect information presented as of December 31, 2025. The derivative option position of 22,969 shares is noted as currently exercisable and granted under M&T Bank’s equity incentive compensation plan, with no price paid for the option itself.

Positive

  • None.

Negative

  • None.
Insider JONES RENE F
Role Chairman of the Board and CEO
Type Security Shares Price Value
Exercise Option (right to buy) 22,969 $0.00 --
Exercise Common Stock 22,969 $169.38 $3.89M
Tax Withholding Common Stock 20,404 $219.46 $4.48M
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Option (right to buy) — 0 shares (Direct); Common Stock — 120,433.79 shares (Direct); Common Stock — 1,067.218 shares (Indirect, By Daughter #1)
Footnotes (1)
  1. The reported transaction occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 9, 2025. 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. Currently exercisable. The option was granted under an equity incentive compensation plan maintained by M&T Bank Corporation, and therefore the reporting person paid no price for the option.
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).
X
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)
01/21/2026
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 01/21/2026 M 22,969 A $169.38 120,433.79 D(1)
Common Stock 01/21/2026 F 20,404 D $219.46 100,029.79 D(1)
Common Stock 1,067.2177 I By Daughter #1(2)
Common Stock 1,067.2177 I By Daughter #2(2)
Common Stock 6,074 I By 401(k) Plan(3)
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
Option (right to buy) $169.38 01/21/2026 M 22,969 (4) 01/30/2032 Common Stock 22,969 $0(5) 0 D
Explanation of Responses:
1. The reported transaction occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 9, 2025.
2. 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.
3. The information presented is as of December 31, 2025.
4. Currently exercisable.
5. The option was granted under an equity incentive compensation plan maintained by M&T Bank Corporation, and therefore the reporting person paid no price for the option.
Remarks:
By: Stephen T. Wilson (Attorney-In-Fact) 01/23/2026
** 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 insider transactions did M&T Bank (MTB) CEO Rene F. Jones report?

M&T Bank Corporation CEO Rene F. Jones reported exercising 22,969 stock options for common stock at an exercise price of $169.38 per share on January 21, 2026. On the same day, he disposed of 20,404 common shares at $219.46 per share and held 100,029.79 common shares directly after these transactions.

Was the M&T Bank (MTB) CEO’s Form 4 trading under a Rule 10b5-1 plan?

Yes. A footnote states that the reported transaction occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 9, 2025. This indicates the trades followed a pre-established plan rather than being initiated at the time of the transaction.

How many M&T Bank (MTB) shares does the CEO hold after the reported Form 4 transactions?

After the January 21, 2026 transactions, Rene F. Jones held 100,029.79 M&T Bank common shares directly. He also reports indirect beneficial ownership of 1,067.2177 shares for each of two daughters through custodial accounts and 6,074 shares through a 401(k) plan, with those indirect amounts presented as of December 31, 2025.

What derivative securities did the M&T Bank (MTB) CEO exercise in this Form 4?

The filing lists an Option (right to buy) on M&T Bank common stock covering 22,969 shares, with an exercise price of $169.38 per share and an expiration date of January 30, 2032. This option was reported as currently exercisable and was granted under an equity incentive compensation plan, with no price paid for the option itself.

What do the transaction codes M and F mean in the M&T Bank (MTB) Form 4?

In this Form 4, transaction code M is used for the exercise of an option, where 22,969 options on M&T Bank common stock were converted into shares at $169.38 per share. Transaction code F is used for a disposition of 20,404 common shares at $219.46 per share on the same date.

Are any of the M&T Bank (MTB) CEO’s reported holdings indirect or held for family members?

Yes. The Form 4 reports indirect ownership of M&T Bank common stock: 1,067.2177 shares are held for each of two daughters through custodial accounts under the Uniform Gifts to Minors Act, and 6,074 shares are held through a 401(k) plan. The filing notes that this indirect ownership information is presented as of December 31, 2025.