Mativ (MATV) controller logs RSU vesting, tax and issuer dispositions

Rhea-AI Filing Summary

Mativ Holdings, Inc. Controller Cheryl Allegri reported multiple equity compensation transactions. On February 13, 2026, 1,225 RSUs vested and were exercised into 1,225 shares of common stock, followed by a disposition of 434 shares at 14.52 per share to satisfy tax withholding obligations. On February 16, 2026, 642 RSUs vested and were exercised into 642 common shares, with 642 shares disposed of to the issuer at 14.78 per share in a cash settlement of vested RSUs. After these transactions, Allegri directly owned 19,320 common shares.

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

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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^*

Allegri Cheryl

(Last) (First) (Middle)

C/O MATIV HOLDINGS, INC,

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)
	Controller

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		M		1,225(1)	A	$0.00	19,754	D
Common Stock	02/13/2026		F		434(2)	D	$14.52	19,320	D
Common Stock	02/16/2026		M		642(3)	A	$0.00	19,962	D
Common Stock	02/16/2026		D		642(3)(4)	D	$14.78	19,320	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)	02/13/2026		M			1,225(1)	(1)	(1)	Common Stock	1,225	$0.00	1,226	D
RSU	(3)	02/16/2026		M			642(3)	(3)	(3)	Common Stock	642	$0.00	0.00	D

Explanation of Responses:

1. On April 26, 2024, the reporting person was granted 3,677 RSUs subject to time vesting. 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 and/or cash upon vesting. 1,225 RSUs vested on February 13, 2026.

2. Shares withheld to satisfy tax withholding obligation arising upon the vesting of RSUs.

3. On February 16, 2023, the reporting person was granted 1,926 RSUs subject to time vesting. 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. 642 RSUs vested on February 16, 2026.

4. The transaction reflects the cash settlement of 642 vested RSUs on each of February 16, 2026.

Remarks:

	/s/ Brian Park, attorney-in-fact for Cheryl Allegri, principal	02/18/2026
	** 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).
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.

FAQ

What insider activity did Mativ (MATV) report for Cheryl Allegri?

Mativ reported equity compensation transactions for Controller Cheryl Allegri. She exercised vested RSUs into common stock on February 13 and 16, 2026, and disposed of some shares to cover tax withholding and through a cash settlement with the issuer, ending with 19,320 directly held shares.

How many RSUs vested for Mativ (MATV) Controller Cheryl Allegri?

Cheryl Allegri had a total of 1,867 RSUs vest in February 2026. On February 13, 2026, 1,225 RSUs vested, and on February 16, 2026, another 642 RSUs vested, each RSU representing one share of Mativ common stock or cash upon vesting.

Were Cheryl Allegri’s Mativ (MATV) transactions open-market buys or sells?

The reported transactions were related to RSU vesting, not open-market trades. Shares were acquired through exercises of vested RSUs and then partly disposed of to the issuer and for tax withholding, as typical for equity compensation, rather than discretionary market purchases or sales.

How many Mativ (MATV) shares did Cheryl Allegri dispose of in these transactions?

Cheryl Allegri disposed of 1,076 Mativ common shares in total. She delivered 434 shares at 14.52 per share to satisfy tax withholding and 642 shares at 14.78 per share to the issuer in connection with a cash settlement of vested RSUs.

What is Cheryl Allegri’s direct Mativ (MATV) share ownership after these Form 4 transactions?

Following the reported activity, Cheryl Allegri directly owned 19,320 Mativ shares. This figure reflects RSU vesting and related share issuances, net of the shares disposed of for tax withholding and the cash-settled transaction with the issuer in mid-February 2026.

What RSU grants underlie Cheryl Allegri’s February 2026 Mativ (MATV) transactions?

The activity relates to two time-vested RSU grants. One grant of 3,677 RSUs from April 26, 2024 vests in three annual installments, and another grant of 1,926 RSUs from February 16, 2023 also vests in three equal annual tranches, each RSU equal to one common share or cash.