M&T Bank (NYSE: MTB) CEO exercises 16,778 options; 14,787 shares withheld

Rhea-AI Filing Summary

M&T Bank Corporation's Chairman and CEO reported an insider transaction involving stock options in company common stock. On 12/11/2025, the executive exercised 16,778 options at a price of $156 per share, receiving an equal number of shares.

On the same date, 14,787 shares were disposed of at $205.945 per share to satisfy taxes and the option exercise cost, as indicated by transaction code F. After these transactions, the executive continued to hold common stock directly and indirectly through custodial accounts for two daughters and a 401(k) plan, as well as 8,390 remaining stock options that are currently exercisable and expire on 01/31/2033. The activity occurred automatically under a Rule 10b5-1 trading plan adopted on November 21, 2024.

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)
12/11/2025

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	12/11/2025		M		16,778	A	$156	109,051.79	D(1)
Common Stock	12/11/2025		F(2)		14,787	D	$205.945	94,264.79	D(1)
Common Stock								1,067.2095	I	By Daughter #1(3)
Common Stock								1,067.2095	I	By Daughter #2(3)
Common Stock								6,030	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)	$156	12/11/2025		M			16,778	(5)	01/31/2033	Common Stock	16,778	$0(6)	8,390	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 September 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)	12/15/2025
	** 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 insider transaction did M&T Bank (MTB) report for its Chairman and CEO?

The Chairman and CEO of M&T Bank Corporation reported an insider transaction on 12/11/2025 involving the exercise of stock options and related share withholding in the company’s common stock.

How many M&T Bank (MTB) stock options were exercised and at what price?

The executive exercised 16,778 stock options, each with an exercise price of $156 per share, receiving 16,778 shares of M&T Bank common stock.

Why were 14,787 M&T Bank (MTB) shares disposed of in this transaction?

A total of 14,787 shares were disposed of at $205.945 per share, with the filing noting that these shares were withheld for taxes and to cover the option exercise price (transaction code F).

Does the M&T Bank (MTB) executive still hold stock options after this trade?

Yes. After the reported transactions, the executive continued to hold 8,390 stock options, which are currently exercisable and are scheduled to expire on 01/31/2033.

What is the reporting person’s role and relationship to M&T Bank (MTB)?

The reporting person is listed as a Director and serves as Chairman of the Board and Chief Executive Officer of M&T Bank Corporation.

Were the M&T Bank (MTB) insider transactions made under a Rule 10b5-1 plan?

Yes. The filing states that the reported transaction occurred automatically under a Rule 10b5-1 trading plan adopted by the reporting person on November 21, 2024.

What other M&T Bank (MTB) holdings are reported for the executive?

In addition to directly held shares, the executive reports indirect ownership of M&T Bank common stock through custodial accounts for two daughters under the Uniform Gifts to Minors Act and through a 401(k) plan, with that plan information presented as of September 30, 2025.