JONES RENE F 4

What Happened

• Rene F. Jones, Chairman and CEO of M&T Bank Corporation, exercised options to acquire 22,969 shares on January 21, 2026 (recorded value $169.38/share, total $3,890,489). To cover tax obligations, 20,404 of those shares were withheld/disposed at $219.46/share (total $4,477,862). The related derivative (the option) was cancelled/disposed in connection with the exercise.

Key Details

• Transaction date: January 21, 2026.
• Option exercise: 22,969 shares acquired at $169.38 per share (total reported $3,890,489).
• Tax/withholding: 20,404 shares withheld/disposed at $219.46 per share (total reported $4,477,862).
• Derivative entry: 22,969-option units shown as disposed at $0.00 reflecting conversion of the option on exercise.
• Footnotes: transactions occurred automatically under a Rule 10b5-1 trading plan adopted Sept 9, 2025 (F1); some shares are held for the reporting person’s daughter in a UTMA custodial account (F2); ownership information is presented as of Dec 31, 2025 (F3); options were currently exercisable (F4); the option was granted under the company’s equity plan and no purchase price was paid for the option (F5).
• Filing: Form 4 was filed Jan 23, 2026 for transactions on Jan 21, 2026 (filed within typical reporting window).

Context

• This was an option exercise with immediate share withholding to satisfy tax liabilities (a common, routine cashless exercise), not an open-market sale driven by a new purchase decision. Footnotes indicate the trades were executed under a pre-established 10b5-1 plan, which automates timing. Gifts or broader changes in beneficial ownership are not indicated; some shares are held in a custodial account for a family member.