Mativ (MATV) Insider Report: 6,443 RSUs Vested and Monetized by CLO

Rhea-AI Filing Summary

Mark W. Johnson, CLO and Corporate Secretary of Mativ Holdings, Inc. (MATV), reported vested restricted stock units and a cash settlement on 09/01/2025. 6,443 RSUs vested that day; those RSUs had been granted on 09/20/2023 as part of a time-based award of 19,330 RSUs vesting in three equal annual installments beginning 09/01/2024. The reporting shows a simultaneous cash settlement of the 6,443 vested RSUs at $12.57 per share, reducing his beneficial ownership from 130,051 shares to 123,608 shares following the transaction. The Form 4 is signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Time-based vesting indicates structured, predictable compensation aligning executive incentives with multi-year performance
• Cash settlement of RSUs provides liquidity to the executive without diluting existing shareholders via new share issuance

Negative

• Insider disposal of 6,443 vested units converted to cash reduced direct beneficial ownership from 130,051 to 123,608 shares
• Cash settlement eliminates potential alignment that retained equity could provide if shares had been held post-vesting

Insights

Corporate Governance Expert

TL;DR: Routine time-based RSU vesting with cash settlement; no unusual governance flags in the filing.

The filing documents standard executive compensation mechanics: a 2023 grant of 19,330 RSUs that vest in three equal annual installments and the 2025 installment of 6,443 RSUs that vested on 09/01/2025. The holder elected or the company executed a cash settlement for the vested RSUs at $12.57 per share rather than share issuance, which is an administrative choice likely tied to plan terms or tax/liquidity preferences. The transaction reduced reported share ownership but remains a common, non-disclosable governance event absent other context.

Compensation Analyst

TL;DR: Compensation event: time-vested RSUs monetized via cash settlement at $12.57; reflects routine executive payout timing.

The 6,443 vested RSUs represent one-third of the 2023 grant and were settled for cash at $12.57 per share, implying a cash payout of approximately $80,962. The structure—annual vesting over three years with RSUs convertible to shares or cash—is standard. This reduces the executive's reported share holdings from 130,051 to 123,608 shares, a modest change relative to overall holdings and consistent with typical post-vesting monetization for tax or diversification purposes.

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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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^*

JOHNSON MARK W

(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)
	CLO and Corporate Secretary

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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	09/01/2025		M		6,443	A	$0.00(1)	130,051	D
Common Stock	09/01/2025		D		6,443	D	$12.57(1)(2)	123,608	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)	09/01/2025		M			6,443(1)	(1)	(1)	Common Stock	6,443	(1)	6,444	D

Explanation of Responses:

1. On September 20, 2023, the reporting person was granted 19,330 restricted stock units ("RSUs") subject to time vesting. Such RSUs vest in three equal annual installments beginning on September 1, 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. 6,443 RSUs vested on September 1, 2025.

2. The transaction reflects the cash settlement of 6,443 vested RSUs.

Remarks:

	/s/ Brian Park, attorney-in-fact for Mark W. Johnson, principal	09/03/2025
	** 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.
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FAQ

What did the Form 4 filed for MATV report?

The Form 4 reports that 6,443 RSUs vested on 09/01/2025 for Mark W. Johnson and those vested units were cash-settled at $12.57 per share.

How did the transaction affect Mark W. Johnson's holdings in MATV?

Reported beneficial ownership decreased from 130,051 shares to 123,608 shares following the cash settlement of the vested RSUs.

When were the vested RSUs originally granted?

The RSUs were granted on 09/20/2023 in an award of 19,330 RSUs vesting in three equal annual installments beginning 09/01/2024.

What was the per-share cash settlement price for the vested RSUs?

The cash settlement price reported for the 6,443 vested RSUs was $12.57 per share.

Who signed the Form 4 filing?

The Form 4 was signed by Brian Park, attorney-in-fact for Mark W. Johnson on 09/03/2025.