JONES RENE F 4

What Happened Rene F. Jones, Chairman and CEO of M&T Bank Corporation, received 16,199 shares on Feb 13, 2026 as the settlement of performance-vested restricted stock units (RSUs). The RSUs were granted Jan 31, 2023 and earned based on performance for the three-year period ended Dec 31, 2025. No purchase price was paid for the awarded RSUs. To cover tax withholding upon settlement, 8,270 shares were withheld/disposed at an effective value of $228.71 per share, representing approximately $1,891,432.

Key Details

• Transaction date: Feb 13, 2026 (reported on Form 4 filed Feb 18, 2026). Filing is timely (Feb 18 was the second business day after the holiday weekend/Presidents' Day).
• Award: 16,199 shares issued (includes 1,583 shares issued for related dividend equivalent units).
• Tax withholding: 8,270 shares withheld/disposed at $228.71/share ≈ $1,891,432.
• Price paid: $0 for the RSUs (granted under the 2019 Equity Incentive Compensation Plan).
• Shares owned after transaction: not specified in the provided excerpt; filing notes holdings as of Dec 31, 2025.
• Notable footnotes: RSUs were performance-based and earned for the 2023–2025 performance period (Compensation & Human Capital Committee determination). Some shares reported are held in a daughter’s UGMA custodial account for which Mr. Jones is custodian.

Context This was a settlement of performance-vested RSUs, not an open-market purchase or voluntary sale. The withholding of shares to satisfy tax obligations is a routine administrative step (cashless withholding) and does not necessarily indicate a change in the insider’s view of the company.