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[Form 4] Mativ Holdings, Inc. Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4
Insider Downard Andrew
Role Chief Supply Chain Officer
Type Security Shares Price Value
Exercise RSU 1,200 $0.00 --
Exercise RSU 8,364 $0.00 --
Exercise Common Stock 1,200 $0.00 --
Disposition Common Stock 1,200 $6.82 $8K
Exercise Common Stock 8,364 $0.00 --
Tax Withholding Common Stock 2,518 $6.82 $17K
Tax Withholding Common Stock 5,361 $6.82 $37K
Holdings After Transaction: RSU — 0 shares (Direct); Common Stock — 21,896 shares (Direct)
Footnotes (1)
  1. In connection with the reporting person's departure from Mativ Holdings, Inc. (the "Company"), the Board approved the accelerated vesting of 1,200 restricted stock units originally granted on January 30, 2024, which would have fully vested on February 16, 2026. The balance was adjusted to account for the over reporting of 82 shares on March 14, 2025. The transaction reflects the accelerated cash settlement of 1,200 vested RSUs on July 1, 2025. In connection with the reporting person's departure from the Company, the Board approved the accelerated vesting of 8,364 restricted stock units originally granted on April 26, 2024, which would have fully vested on February 13, 2027. Represents shares withheld in payment of tax liability resulting from the accelerated vesting of previously reported restricted stock units, in connection with the reporting person's departure from the Company. In connection with the reporting person's departure from the Company, the Board approved the accelerated vesting of 17,913 restricted stock units originally granted on March 19, 2025, which would have fully vested on March 19, 2028.
Form 4 Insider Transactions: What Each Field Means →
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
X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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*
Downard Andrew
(Last) (First) (Middle)
100 KIMBALL PLACE
SUITE 600
(Street)
ALPHARETTA GA 30009
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Mativ Holdings, Inc. [ MATV ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Supply Chain Officer
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025
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 07/01/2025 M 1,200 A $0.00(1) 21,896(2) D
Common Stock 07/01/2025 D 1,200 D $6.82(1)(3) 20,696 D
Common Stock 07/01/2025 M 8,364 A $0.00(4) 29,060 D
Common Stock 07/01/2025 F 2,518 D $6.82(4)(5) 26,542 D
Common Stock 07/01/2025 F 5,361 D $6.82(5)(6) 21,181 D
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
RSU (1) 07/01/2025 M 1,200(1) (1) (1) Common Stock 1,200 (1) 0.00 D
RSU (4) 07/01/2025 M 8,364(4) (4) (4) Common Stock 8,364 (4) 0.00 D
Explanation of Responses:
1. In connection with the reporting person's departure from Mativ Holdings, Inc. (the "Company"), the Board approved the accelerated vesting of 1,200 restricted stock units originally granted on January 30, 2024, which would have fully vested on February 16, 2026.
2. The balance was adjusted to account for the over reporting of 82 shares on March 14, 2025.
3. The transaction reflects the accelerated cash settlement of 1,200 vested RSUs on July 1, 2025.
4. In connection with the reporting person's departure from the Company, the Board approved the accelerated vesting of 8,364 restricted stock units originally granted on April 26, 2024, which would have fully vested on February 13, 2027.
5. Represents shares withheld in payment of tax liability resulting from the accelerated vesting of previously reported restricted stock units, in connection with the reporting person's departure from the Company.
6. In connection with the reporting person's departure from the Company, the Board approved the accelerated vesting of 17,913 restricted stock units originally granted on March 19, 2025, which would have fully vested on March 19, 2028.
Remarks:
/s/ Mark Johnson, attorney-in-fact for Andrew Downard, principal 07/02/2025
** 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.

Source: View Original Filing on SEC EDGAR