M&T Bank (MTB) CEO Rene F. Jones exercises options, reports tax share withholding

Rhea-AI Filing Summary

M&T Bank Corporation Chairman and CEO Rene F. Jones reported several equity transactions in company stock. On January 8, 2026, he exercised an employee stock option for 22,215 shares of common stock at an exercise price of $164.54 per share, and acquired the same number of shares. The filing shows that 19,015 shares of common stock were disposed of at $214.58 per share, consistent with shares being withheld to cover taxes, leaving him with 97,464.79 shares of M&T Bank common stock held directly.

The option exercise, coded as an "M" transaction, was reported at a derivative security price of $0, reflecting that the option was granted under an equity incentive compensation plan. The transactions occurred automatically under a Rule 10b5-1 trading plan adopted on September 9, 2025. In addition to direct holdings, the filing notes indirect ownership of 1,067.2177 shares for each of two daughters through custodial accounts, and 6,074 shares through a 401(k) plan, with the information presented as of December 31, 2025.

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

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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)
01/08/2026

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	01/08/2026		A		22,215	A	$164.54	116,479.79	D(1)
Common Stock	01/08/2026		F		19,015	D	$214.58	97,464.79	D(1)
Common Stock								1,067.2177(2)	I	By Daughter #1(3)
Common Stock								1,067.2177(2)	I	By Daughter #2(3)
Common Stock								6,074	I	By 401(k) Plan(4)

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)	$164.54	01/08/2026		M			22,215	(5)	01/31/2029	Common Stock	22,215	$0(6)	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. Includes a fractional share credited for the period between October 1, 2025 and December 31, 2025 through participation in the M&T Bank Corporation Dividend Reinvestment Plan.

3. 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.

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

5. Currently exercisable.

6. 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)	01/12/2026
	** 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).
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FAQ

What insider transactions did M&T Bank (MTB) CEO Rene F. Jones report?

The filing shows that Rene F. Jones, Chairman of the Board and CEO of M&T Bank Corporation, exercised an option for 22,215 shares of common stock on January 8, 2026 and acquired the same number of shares at an exercise price of $164.54 per share. The filing also reports a disposition of 19,015 shares at $214.58 per share, coded as an "F" transaction.

How many M&T Bank (MTB) shares does Rene F. Jones hold after these transactions?

After the reported transactions on January 8, 2026, Rene F. Jones directly beneficially owns 97,464.79 shares of M&T Bank common stock. The filing also shows indirect ownership of 1,067.2177 shares for each of two daughters and 6,074 shares through a 401(k) plan.

What is the significance of the Rule 10b5-1 trading plan in the MTB CEOs Form 4?

The filing explains that the reported transaction occurred automatically under a Rule 10b5-1 trading plan adopted by Rene F. Jones on September 9, 2025. Such plans allow insiders to pre-schedule trades according to set instructions, which can help separate trading activity from day-to-day discretionary decisions.

What option grant did Rene F. Jones exercise related to M&T Bank (MTB) stock?

The Form 4 discloses an option (right to buy) on M&T Bank common stock with an exercise price of $164.54 per share. On January 8, 2026, Jones exercised 22,215 option units, resulting in the acquisition of 22,215 shares of common stock. The option was granted under an equity incentive compensation plan, and the derivative security is shown with a price of $0 to the reporting person.

Why does the M&T Bank CEO Form 4 show a transaction code "F" at $214.58 per share?

The Form 4 reports a common stock transaction on January 8, 2026 with code "F", covering 19,015 shares at $214.58 per share. Code F typically indicates shares withheld by the issuer to satisfy tax obligations upon the vesting of equity or exercise of options, consistent with these shares being treated as a disposition while adjusting the insider's net holdings.

What indirect M&T Bank (MTB) shareholdings are reported for Rene F. Jones?

The filing lists indirect ownership of 1,067.2177 shares of common stock for each of two daughters, held through custodial accounts under the Uniform Gifts to Minors Act for which Rene F. Jones is custodian. It also reports 6,074 shares of common stock held through a 401(k) plan, with information presented as of December 31, 2025.