Mativ (NYSE: MATV) CFO exit triggers RSU and PSU vesting

Rhea-AI Filing Summary

Mativ Holdings, Inc. reported equity award activity for Chief Financial Officer Gregory Thomas Weitzel in connection with his separation from the company. He ceased serving as CFO effective December 31, 2025, with equity awards addressed on a January 16, 2026 settlement date. Several prior grants of time-based RSUs and performance-based PSUs partially vested, with portions paid in cash and portions delivered in common stock.

The filing shows RSUs granted in 2023 and 2024 and PSUs granted in 2023, 2024 and 2025. Some vested RSUs and PSUs were settled entirely in cash, while others were settled in shares with blocks of stock withheld at $12.53 per share to cover tax obligations. Unvested balances, including 26,167 RSUs from a 2025 grant and smaller remaining portions of earlier awards, were forfeited with no shares issued on those portions.

After all reported transactions on January 16, 2026, Weitzel beneficially owned 53,867 shares of Mativ common stock directly.

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

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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^*

Weitzel Gregory Thomas

(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)
	CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2026

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	01/16/2026		M		2,159	A	$0.00(1)	46,145	D
Common Stock	01/16/2026		D		2,159	D	$12.53(1)	43,986	D
Common Stock	01/16/2026		M		564	A	$0.00(2)	44,550	D
Common Stock	01/16/2026		D		564	D	$12.53(2)	43,986	D
Common Stock	01/16/2026		M		6,149	A	$0.00(3)	50,135	D
Common Stock	01/16/2026		F		2,648	D	$12.53(3)(4)	47,487	D
Common Stock	01/16/2026		F		2,798	D	$12.53(5)	44,689	D
Common Stock	01/16/2026		D		26,167	D	$0.00(5)(6)	18,522	D
Common Stock	01/16/2026		A		2,351	A	$0.00(7)	20,873	D
Common Stock	01/16/2026		D		2,351	D	$12.53(7)(8)	18,522	D
Common Stock	01/16/2026		A		9,003	A	$0.00(9)	27,525	D
Common Stock	01/16/2026		D		9,003	D	$12.53(9)(10)	18,522	D
Common Stock	01/16/2026		A		27,514	A	$0.00(11)	46,036	D
Common Stock	01/16/2026		F		9,027	D	$12.53(11)(12)	37,009	D
Common Stock	01/16/2026		A		24,118	A	$0.00(13)	61,127	D
Common Stock	01/16/2026		F		7,260	D	$12.53(13)(14)	53,867	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
Restricted Stock Units	(1)	01/16/2026		M			2,254	(1)	(1)	Common Stock	2,254	(1)	0.00	D
Restricted Stock Units	(2)	01/16/2026		M			589	(2)	(2)	Common Stock	589	(2)	0.00	D
Restricted Stock Units	(3)	01/16/2026		M			14,022	(3)	(3)	Common Stock	14,022	(3)	0.00	D

Explanation of Responses:

1. On February 16, 2023, the reporting person was granted 6,762 restricted stock units subject to time vesting ("RSUs"). Such RSUs vest in three equal annual installments beginning on February 16, 2024 and each anniversary thereafter. Each RSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. The reporting person separated from Mativ Holdings, Inc. (the "Issuer") and ceased to serve as its Chief Financial Officer effective December 31, 2025 (the "Separation"). Pursuant to the terms of the Separation, 2,159 RSUs were vested on January 16, 2026 (the "Settlement Date") and paid in cash on January 20, 2026. 95 RSUs remained unvested and were forfeited by the reporting person, and no shares will be issued with respect to any portion of the unvested award.

2. On February 16, 2023, the reporting person was granted 1,765 RSUs. Such RSUs vest in three equal annual installments beginning on February 16, 2024, and each anniversary thereafter. Each RSU represents a right to receive one share of the common stock of the Issuer and/or cash upon vesting. Pursuant to the terms of the Separation, 564 RSUs were vested on the Settlement Date and paid in cash on January 20, 2026. 25 RSUs remained unvested and were forfeited by the reporting person, and no shares will be issued with respect to any portion of the unvested award.

3. On April 26, 2024, the reporting person was granted 21,033 RSUs. Such RSUs vest in three equal annual installments beginning on February 13, 2025, and each anniversary thereafter. Each RSU represents a right to receive one share of the common stock of the issuer upon vesting. Pursuant to the terms of the Separation, 8,797 RSUs were vested in shares on the Settlement Date, 2,648 of such vested shares were withheld to satisfy tax withholding obligations, and the remaining 6,149 of such vested shares issued to the reporting person.

4. These shares represent the shares withheld to satisfy tax withholding obligations arising from the prorated vesting of RSUs granted on April 26, 2024.

5. On March 19, 2025, the reporting person was granted 35,461 RSUs (as disclosed in Table I on the reporting person's Form 4 filed with the Commission on March 21, 2025). Such RSUs vest in three equal annual installments beginning on March 19, 2026, and each anniversary thereafter. Each RSU represents a right to receive one share of the common stock of the issuer upon vesting. Pursuant to the terms of the Separation, 9,294 RSUs were vested in shares on the Settlement Date, 2,798 of such vested shares were withheld to satisfy tax withholding obligations, and the remaining 6,496 of such vested shares issued to the reporting person. 26,167 RSUs remained unvested and were forfeited by the reporting person, and no shares will be issued with respect to any portion of the unvested award.

6. These shares represent shares that remained unvested and were forfeited by the reporting person for RSUs granted on March 19, 2025.

7. On February 16, 2023, the reporting person was granted a target number of 2,648 restricted stock units subject to performance and time-based vesting ("PSUs"). Each PSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. Pursuant to the terms of the Separation, 2,351 PSUs were vested on the Settlement Date and paid in cash on January 20, 2026.

8. The transaction reflects the cash settlement of 2,351 vested PSUs.

9. On February 16, 2023, the reporting person was granted a target number of 10,142 PSUs. Each PSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. Pursuant to the terms of the Separation, 9,003 PSUs were vested on the Settlement Date and paid in cash on January 20, 2026.

10. The transaction reflects the cash settlement of 9,003 vested PSUs.

11. On April 26, 2024, the reporting person was granted a target number of 31,550 PSUs. Each PSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. Pursuant to the terms of the Separation, the reporting person was entitled to 27,514 PSUs were vested on the Settlement Date.

12. These shares represent the shares withheld to satisfy tax withholding obligations arising from the prorated vesting of PSUs granted on April 26, 2024.

13. On March 19, 2025, the reporting person was granted a target number of 53,191 PSUs. Each PSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. Pursuant to the terms of the Separation, 24,118 PSUs were vested on the Settlement Date.

14. These shares represent the shares withheld to satisfy tax withholding obligations arising from the prorated vesting of PSUs granted on March 19, 2025.

Remarks:

	Brian Park, attorney-in-fact for Gregory Weitzel, principal	01/21/2026
	** 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).
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FAQ

What does Mativ (MATV)’s latest Form 4 for Gregory Weitzel report?

The Form 4 reports equity award activity for Gregory Thomas Weitzel, who served as CFO of Mativ Holdings, Inc. It details the vesting, cash settlement, share issuance, tax withholding and forfeiture of several RSU and PSU grants on January 16, 2026, following his separation as CFO effective December 31, 2025.

When did the Mativ (MATV) CFO Gregory Weitzel separate from the company?

The filing states that the reporting person separated from Mativ Holdings, Inc. and ceased to serve as its Chief Financial Officer effective December 31, 2025. Equity awards were treated under the separation terms using a January 16, 2026 settlement date.

How many Mativ (MATV) shares does Gregory Weitzel own after the reported Form 4 transactions?

After the transactions reported as of January 16, 2026, the Form 4 shows that Gregory Thomas Weitzel beneficially owned 53,867 shares of Mativ common stock directly.

What RSU awards are described in the Mativ (MATV) Form 4 for Gregory Weitzel?

The footnotes describe RSU grants of 6,762 units and 1,765 units on February 16, 2023, 21,033 RSUs on April 26, 2024, and 35,461 RSUs on March 19, 2025. Portions of these RSUs vested on January 16, 2026, with some settled in cash and others in shares, while 26,167 RSUs from the 2025 grant and small remaining amounts from earlier grants were forfeited.

How were Mativ (MATV) RSUs and PSUs settled for Gregory Weitzel on January 16, 2026?

For certain RSU and PSU awards, the Form 4 notes that vested units were paid in cash on January 20, 2026. For other grants, vested RSUs and PSUs were delivered in Mativ common stock, with blocks of shares withheld at $12.53 per share to satisfy tax withholding obligations, as described in the footnotes.

What performance stock units (PSUs) are detailed in Mativ (MATV)’s Form 4 for Gregory Weitzel?

The footnotes describe PSU targets of 2,648 and 10,142 units granted on February 16, 2023, 31,550 PSUs granted on April 26, 2024, and 53,191 PSUs granted on March 19, 2025. Under the separation terms, 2,351, 9,003, 27,514 and 24,118 PSUs, respectively, vested on the January 16, 2026 settlement date.