JONES RENE F 4

What Happened

• Rene F. Jones, Chairman and CEO of M&T Bank Corporation (MTB), exercised stock options and received shares, and separate performance-based restricted stock units (RSUs) vested. On Feb 2, 2026 he exercised options that resulted in the acquisition of 45,947 shares (30,541 @ $173.04 = $5,284,815; 8,390 @ $156.00 = $1,308,840; 7,016 @ $138.10 = $968,910), a total intrinsic/transaction value of about $7.56M. To cover tax withholding and/or exercise obligations, 47,448 shares were surrendered/withheld (7,355 shares and 40,093 shares reported as disposed) generating proceeds reported at about $10.51M. In addition, performance-based RSUs were reported as granted/settled (15,100 and 11,375 shares) in connection with prior grants that vested.

Key Details

• Transaction dates: grants/vesting noted on Jan 30, 2026; option exercises and related activity reported Feb 2, 2026 (and tax withholding entries tied to the Jan 30 vesting).
• Prices/values: option exercises reported at $173.04, $156.00 and $138.10 (total acquired value ≈ $7.56M); shares withheld/disposed reported at $221.57 for a total ≈ $10.51M.
• Shares acquired via exercise: 45,947. Shares withheld/sold for taxes: 47,448 (7,355 + 40,093).
• Grants/awards: 15,100 and 11,375 performance-based RSUs were reported as issued/vested (no cash price paid for the RSUs).
• Notable footnotes: RSUs vested upon achievement of performance goals (F1–F3); some transactions occurred automatically under a Rule 10b5-1 trading plan adopted Sept 9, 2025 (F4); option grant/exercise details and vesting schedule noted (F7–F9); filing gives ownership information as of Dec 31, 2025 (F6).
• Filing timeliness: filing date listed Feb 3, 2026; the provided data does not indicate a late-filing flag.

Context

• This was primarily an option exercise and RSU settlement, not an open-market purchase. The combination of exercised options and share withholding is commonly a cashless-style settlement to pay taxes and/or exercise costs (i.e., shares are surrendered or withheld rather than the executive paying cash).
• Vesting of performance-based RSUs reflects achievement of prior performance goals and does not by itself signal active buying or selling intent.
• The report is from an executive (CEO); these transactions are routine compensation-related actions rather than secondary market purchases by an outside investor.