[Form 4] M&T Bank Corp. Insider Trading Activity

Rhea-AI Filing Summary

On July 1, 2025, S&W Seed Company (NASDAQ: SANW) filed a Form 8-K announcing that it entered into a Second Letter Agreement under its existing $25 million senior secured Credit and Security Agreement with ABL OPCO LLC ("Mountain Ridge"). The lenders advanced an additional $150,000 revolving loan, secured by the same collateral, to cover payroll and professional-service expenses.

Key terms include an $85,000 fully earned, non-refundable funding fee (57% of the principal) payable at the earlier of the facility’s maturity, acceleration, or an out-of-ordinary-course asset sale. The draw carries a steep 18.0 % annual interest rate until total revolving exposure falls within the borrowing base.

The disclosure is reported under Item 2.03 (creation of a direct financial obligation) and Item 8.01 (other events). While the draw supplies short-term liquidity, the high cost and sizable fee highlight ongoing liquidity pressure and raise questions about SANW’s access to lower-cost capital.

Positive

• Immediate liquidity infusion of $150,000 to fund payroll and essential professional services, helping the company meet near-term obligations.
• No new collateral or covenant changes disclosed, indicating lenders relied on existing security package.

Negative

• High 18% interest rate materially increases borrowing costs.
• $85,000 non-refundable funding fee equals 57% of loan principal, an expensive source of capital.
• Use of funds for payroll and fees suggests tight cash position and limited operational flexibility.

Insights

Financial Analyst

TL;DR: $150k draw at 18% with 57% fee signals costly capital and tight liquidity—credit-negative, but scale is limited.

The company tapped its revolver for only $150,000, suggesting an immediate cash need for payroll and advisors. An 18% rate plus an $85k fee is unusually punitive, implying leverage over a stressed borrower. Although the amount is immaterial to enterprise value, the economics indicate SANW lacks cheaper options. Investors should monitor further draws, covenant compliance, and upcoming maturity dates, as persistent reliance on high-cost debt erodes margins and negotiating power.

Portfolio Manager

TL;DR: Small liquidity boost; terms are onerous but unlikely to move stock materially unless pattern continues.

From a positioning standpoint, the absolute dollar amount ($150k) is de minimis versus SANW’s $25 million facility, so near-term equity impact is muted. However, the structure—high rate, upfront fee—reflects elevated risk perception from lenders. If similar high-cost draws recur, dilution or restructuring risk rises. For now, the event is watch-list material rather than a trade catalyst.

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)
07/03/2025

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	07/03/2025		M		7,016	A	$138.1	100,634.79	D(1)
Common Stock	07/03/2025		F(2)		5,917	D	$203.12	94,717.79	D(1)
Common Stock								867.2012	I	By Daughter #1(3)
Common Stock								867.2012	I	By Daughter #2(3)
Common Stock								5,984	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)	$138.1	07/03/2025		M			7,016	(5)	01/31/2034	Common Stock	7,016	$0(6)	14,032	D

Explanation of Responses:

1. The reported transaction occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 21, 2024.

2. Shares withheld for taxes and to cover the exercise price.

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 June 30, 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)	07/08/2025
	** 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 S&W Seed Company (SANW) disclose in its July 1, 2025 Form 8-K?

SANW reported a Second Letter Agreement providing a $150,000 revolving loan advance under its Mountain Ridge Credit Agreement.

How much additional credit did SANW obtain?

The company received $150,000 in additional revolving loans.

What fee is associated with the new borrowing?

SANW must pay an $85,000 fully earned, non-refundable funding fee.

What interest rate applies to the Specified Revolving Loans?

The loans bear interest at 18.0 % per annum until exposure is within the borrowing base.

Why was the additional loan drawn?

Proceeds are earmarked for payroll and ongoing legal and professional service costs.

When is the funding fee due?

The fee is payable on the earlier of the facility’s maturity, acceleration of the loans, or any out-of-ordinary-course asset sale.