Item 5. Other Information.
2K characters. Original on sec.gov ·
Item 5. Other Information.
(a) – (b) Not applicable.
(c) The following provides a description of Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K under the Exchange Act) adopted during the three months ended March 31, 2026, by any director or executive officer who is subject to the filing requirements of Section 16 of the Exchange Act:
On March 5, 2026, Kevin J. Pearson, Vice Chairman, adopted a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The arrangement will terminate on or before January 29, 2027. Under the arrangement, a maximum aggregate number of 6,000 shares may be sold and a maximum aggregate number of 23,358 vested stock options may be exercised and sold. Transactions under the trading arrangement will not commence until completion of the required cooling off period under Rule 10b5-1.
On March 6, 2026, Tracy S. Woodrow, Senior Executive Vice President, adopted a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The arrangement will terminate on or before February 26, 2027. Under the arrangement, a maximum aggregate number of 881 vested stock options may be exercised and sold. Transactions under the trading arrangement will not commence until completion of the required cooling off period under Rule 10b5-1.
No executive officers and no directors terminated or modified a Rule 10b5-1 trading arrangement in the three months ended March 31, 2026.
Certain executive officers and directors have made elections to participate in, and are participating in, the Company's tax-qualified 401(k) plan and nonqualified deferred compensation plans, or have made, and may from time to time make, elections to reinvest dividends in M&T common stock, or have shares withheld to cover withholding taxes upon the vesting of equity awards or to pay the exercise price of options, each of which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).
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