M&T Bank CEO Jones exercises options, sells shares

M&T Bank Corporation Chairman and CEO Rene F. Jones reported multiple equity compensation transactions.

Rhea-AI Filing Summary

M&T Bank Corporation Chairman and CEO Rene F. Jones reported multiple equity compensation transactions. On January 30, 2026, 15,100 performance-based restricted stock units vested into common shares at $0 under the 2019 Equity Incentive Compensation Plan, with 7,355 shares withheld at $221.57 to cover taxes. He also received an option grant for 11,375 shares at an exercise price of $221.57, vesting over three years and expiring on January 30, 2036.

On February 2, 2026, Jones exercised previously granted options to acquire 30,541 shares at $173.04, 8,390 shares at $156, and 7,016 shares at $138.10. On the same date, 40,093 shares were disposed of at $221.57 under a Rule 10b5-1 trading plan. After these transactions, he directly held 113,628.79 common shares, plus indirect holdings through two daughters’ custodial accounts and a 401(k) plan, and 7,016 stock options remained outstanding.

Insider Trade Summary

45,947 shares exercised/converted

Exercise 13 txns

Insider JONES RENE F

Role Chairman of the Board and CEO

Type	Security	Shares	Price	Value
Exercise	Option (right to buy)	30,541	$0.00	$0.00
Exercise	Option (right to buy)	8,390	$0.00	$0.00
Exercise	Option (right to buy)	7,016	$0.00	$0.00
Exercise	Common Stock	30,541	$173.04	$5.28M
Exercise	Common Stock	8,390	$156.00	$1.31M
Exercise	Common Stock	7,016	$138.10	$969K
Exercise Price or Tax Liability	Common Stock	40,093	$221.57	$8.88M
Grant/Award	Option (right to buy)	11,375	$0.00	$0.00
Grant/Award	Common Stock	15,100	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	7,355	$221.57	$1.63M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Option (right to buy) — 18,391 contracts (Direct); Common Stock — 113,628.79 shares (Direct); Common Stock — 1,067.2177 shares (Indirect, By Daughter #1); Common Stock — 1,067.2177 shares (Indirect, By Daughter #2); Common Stock — 6,074 shares (Indirect, By 401(k) Plan)

Footnotes (9)

1. F1. Shares issued pursuant to vesting of performance-based restricted stock units, which were granted to the reporting person on January 31, 2023, January 31, 2024 and January 31, 2025, under the M&T Bank Corporation 2019 Equity Incentive Compensation Plan (the " Equity Plan") and vested upon achievement of performance goals for the applicable performance periods.
2. F2. The performance-based restricted stock units were granted under the Equity Plan, and therefore the reporting person paid no price for the performance-based restricted stock units.
3. F3. Shares withheld for taxes upon the settlement in shares of performance-based restricted stock units previously granted to the reporting person.
4. F4. The reported transaction occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 9, 2025.
5. F5. 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.
6. F6. The information presented is as of December 31, 2025.
7. F7. The option vests ratably on the first, second and third anniversary of the grant date.
8. F8. The option was granted under the Equity Plan, and therefore the reporting person paid no price for the option.
9. F9. Currently exercisable.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Rene F. Jones reported vesting of 15,100 performance-based shares, an option grant for 11,375 shares, several option exercises, and related share disposals, including 40,093 shares sold or withheld under a Rule 10b5-1 trading plan across January 30 and February 2, 2026.

How many M&T Bank shares does Rene F. Jones own after this Form 4?

After the reported transactions, Rene F. Jones directly held 113,628.79 M&T Bank common shares. He also had indirect holdings of 1,067.2177 shares for each of two daughters’ custodial accounts and 6,074 shares in a 401(k) plan, plus 7,016 stock options outstanding.

What equity awards did Rene F. Jones receive from M&T Bank in January 2026?

On January 30, 2026, Jones received 15,100 common shares from vesting performance-based restricted stock units under the 2019 Equity Incentive Compensation Plan and a stock option grant for 11,375 shares at an exercise price of $221.57, vesting over three years and expiring January 30, 2036.

Which M&T Bank options did Rene F. Jones exercise on February 2, 2026?

On February 2, 2026, Jones exercised options to acquire 30,541 M&T Bank shares at $173.04, 8,390 shares at $156, and 7,016 shares at $138.10. These options were previously granted awards that were currently exercisable according to the filing’s explanatory footnotes.

Why were some M&T Bank shares withheld or sold in Rene F. Jones’s Form 4?

The filing notes 7,355 shares on January 30, 2026 were withheld to cover taxes on vested performance-based stock units. It also reports 40,093 shares disposed of at $221.57 on February 2, 2026 under a pre-established Rule 10b5-1 trading plan adopted on September 9, 2025.

What indirect M&T Bank share holdings are reported for Rene F. Jones?

Indirect holdings include 1,067.2177 M&T Bank common shares for each of two daughters through Uniform Gifts to Minors Act custodial accounts, where Jones is custodian, and 6,074 shares held through a 401(k) plan. These are reported separately from his directly owned common shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/03/2026 - 06:33 PM Learn about SEC filing dates

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)
01/30/2026

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	01/30/2026		A(1)		15,100	A(1)	$0(2)	115,129.79	D
Common Stock	01/30/2026		F(3)		7,355	D	$221.57	107,774.79	D
Common Stock	02/02/2026		M		30,541	A	$173.04	138,315.79	D(4)
Common Stock	02/02/2026		M		8,390	A	$156	146,705.79	D(4)
Common Stock	02/02/2026		M		7,016	A	$138.1	153,721.79	D(4)
Common Stock	02/02/2026		F		40,093	D	$221.57	113,628.79	D(4)
Common Stock								1,067.2177	I	By Daughter #1
Common Stock								1,067.2177	I	By Daughter #2(5)
Common Stock								6,074	I	By 401(k) Plan(6)

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)	$221.57	01/30/2026		A		11,375		(7)	01/30/2036	Common Stock	11,375	$0(8)	11,375	D
Option (right to buy)	$173.04	02/02/2026		M			30,541	(9)	02/05/2030	Common Stock	30,541	$0(8)	0	D
Option (right to buy)	$156	02/02/2026		M			8,390	(9)	01/31/2033	Common Stock	8,390	$0(8)	0	D
Option (right to buy)	$138.1	02/02/2026		M			7,016	(9)	01/31/2034	Common Stock	7,016	$0(8)	7,016	D

Explanation of Responses:

1. Shares issued pursuant to vesting of performance-based restricted stock units, which were granted to the reporting person on January 31, 2023, January 31, 2024 and January 31, 2025, under the M&T Bank Corporation 2019 Equity Incentive Compensation Plan (the " Equity Plan") and vested upon achievement of performance goals for the applicable performance periods.

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

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

4. The reported transaction occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 9, 2025.

5. 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.

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

7. The option vests ratably on the first, second and third anniversary of the grant date.

8. The option was granted under the Equity Plan, and therefore the reporting person paid no price for the option.

9. Currently exercisable.

Remarks:

	By: Stephen T. Wilson (Attorney-In-Fact)	02/03/2026
	** 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.