Mativ Holdings, Inc. Insider Trading Activity

Accepted by SEC EDGAR 07/02/2025 - 06:33 PM EDT Learn about SEC filing dates

Insider Trade Summary

9,564 shares exercised/converted

Exercise 7 txns

Insider Downard Andrew

Role Chief Supply Chain Officer

Type	Security	Shares	Price	Value
Exercise	RSU	1,200	$0.00	$0.00
Exercise	RSU	8,364	$0.00	$0.00
Exercise	Common Stock	1,200	$0.00	$0.00
Disposition	Common Stock	1,200	$6.82	$8K
Exercise	Common Stock	8,364	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	2,518	$6.82	$17K
Exercise Price or Tax Liability	Common Stock	5,361	$6.82	$37K

Holdings After Transaction: RSU — 0 units (Direct); Common Stock — 21,181 shares (Direct)

Holdings Before and After: RSU, 9,564 to 0 units (Direct); Common Stock, 20,696 to 21,181 shares (Direct)

Footnotes (6)

1. F1. 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. F2. The balance was adjusted to account for the over reporting of 82 shares on March 14, 2025.
3. F3. The transaction reflects the accelerated cash settlement of 1,200 vested RSUs on July 1, 2025.
4. F4. 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. F5. 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. F6. 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.

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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.