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

Rhea-AI Filing Summary

William M. Cook, a director of Mativ Holdings, Inc. (MATV), reported a sale of 26,436 shares of Common Stock on 07/01/2025 and reported deferred compensation stock-unit credits totaling 3,818 phantom stock units across filings dated 07/01/2025 and 10/01/2025. The disposed shares are recorded as a D (disposition) in Table I. The phantom stock entries in Table II (2,108; 439; and 1,271 units) are credited at a $0.00 derivative price and convert to Common Stock upon the director's retirement or termination under the Non-Employee Directors Deferred Compensation Plan. Explanations state the transactions reflect quarterly meeting retainers, committee retainers deferred by election, and in-kind dividends credited under that plan. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Cook on 10/03/2025.

Positive

• 3,818 phantom stock units credited under the Non-Employee Directors Deferred Compensation Plan, indicating continued director compensation alignment with shareholders
• Phantom units are documented to convert to Common Stock upon retirement or termination, providing clear plan mechanics

Negative

• 26,436 shares were disposed of on 07/01/2025, reducing the director's direct reported shareholdings
• The filing does not state proceeds or price for the 26,436 share disposition within the provided content

Insights

Corporate Governance Analyst

Director sold 26,436 shares; deferred compensation credited 3,818 phantom units.

The Form 4 shows a reported disposition of 26,436 Common Stock shares on 07/01/2025. This is documented as a sale or transfer (code V appears in tables) and reduces the director's direct holdings as reported in Table I.

The filing also records crediting of 2,108, 439, and 1,271 Phantom Stock units on 07/01/2025 and 10/01/2025, which the company states convert to Common Stock upon retirement or termination under the Non-Employee Directors Deferred Compensation Plan. The filing explicitly ties these credits to quarterly and committee retainers and in-kind dividends elected by the director.

Compensation & Benefits Specialist

Transactions reflect deferred compensation elections, not stock option exercises.

The derivative entries show a $0.00 derivative price and are labeled Phantom Stock, indicating they are deferred stock units rather than exercised options. The filing explains these units are credited as compensation (quarterly retainers and in-kind dividends) and convert to actual shares only upon board retirement or termination.

This means the newly credited units increase potential future common shares but are not immediately exercisable as typical options; their conversion is governed by the company’s Non-Employee Directors Deferred Compensation Plan as stated in the filing.

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

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

COOK WILLIAM M

(Last) (First) (Middle)

MATIV HOLDINGS

100 KIMBALL PLACE, STE 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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								26,436	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
Phantom Stock(1)	$0.00	07/01/2025		A		2,108		(2)	(2)	Common Stock	2,108	$6.82	55,214	D
Phantom Stock(3)	$0.00	10/01/2025		A		439		(2)	(2)	Common Stock	439	$12.57	55,653	D
Phantom Stock(4)	$0.00	10/01/2025		A		1,271		(2)	(2)	Common Stock	1,271	$11.31	56,924	D

Explanation of Responses:

1. Represents quarterly meeting retainer for Q2 and committee retainers deferred pursuant to the Director's election in accordance with the Non-Employee Directors Deferred Compensation Plan.

2. Stock units are converted to stock upon the earlier of retirement from the Board or termination as a Director in accordance with the Company's Non-Employee Directors Deferred Compensation Plan.

3. Represents in-kind dividends credited pursuant to the Director's election under the Non-Employee Directors Deferred Compensation Plan.

4. Represents quarterly meeting retainer for Q3 and committee retainers deferred pursuant to the Director's election in accordance with the Non-Employee Directors Deferred Compensation Plan.

Remarks:

	/s/ Brian Park, attorney-in-fact for William M. Cook, principal	10/03/2025
	** 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.

FAQ

What did William M. Cook report on the Form 4 for MATV?

The Form 4 reports a disposition of 26,436 Common Stock shares on 07/01/2025 and credits of 3,818 Phantom Stock units dated 07/01/2025 and 10/01/2025 under the Non-Employee Directors Deferred Compensation Plan.

Are the phantom stock units immediately convertible into MATV shares?

No. The filing states phantom stock units convert to Common Stock upon the director’s retirement from the Board or termination as a Director per the company plan.

What is the economic value shown for the derivative (phantom) units?

The Form 4 lists the derivative price as $0.00 for the phantom stock entries; no immediate cash exercise price is recorded in the filing.

Why were the phantom units credited to Mr. Cook?

The filing explains the credits represent quarterly meeting retainers, committee retainers deferred by election, and in-kind dividends under the Non-Employee Directors Deferred Compensation Plan.

When was the Form 4 signed and filed for these transactions?

The Form 4 includes a signature by an attorney-in-fact for William M. Cook dated 10/03/2025.