Mativ (NYSE: MATV) CLO reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

Mativ Holdings CLO and Corporate Secretary Mark W. Johnson reported equity-based compensation activity. On April 26, 2024, he was granted 20,664 RSUs that vest in three equal annual installments beginning February 13, 2025. On February 13, 2026, 6,888 of these RSUs vested and were exercised into 6,888 shares of common stock at a stated price of $0.00 per share.

On the same date, 2,439 shares of common stock were disposed of at $14.52 per share to satisfy tax withholding obligations related to the RSU vesting. After these transactions, he held 128,057 shares of Mativ Holdings 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

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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)
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		6,888(1)	A	$0.00	130,496	D
Common Stock	02/13/2026		F		2,439(2)	D	$14.52	128,057	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			6,888(1)	(1)	(1)	Common Stock	6,888	$0.00	6,888	D

Explanation of Responses:

1. On April 26, 2024, the reporting person was granted 20,664 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. 6,888 RSUs vested on February 13, 2026.

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

Remarks:

	/s/ Brian Park, attorney-in-fact for Mark W. Johnson, 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.
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FAQ

What insider transactions did Mativ (MATV) report for Mark W. Johnson?

Mativ reported that CLO and Corporate Secretary Mark W. Johnson had 6,888 RSUs vest and convert into common stock, and 2,439 shares were disposed of to cover tax withholding obligations, leaving him with 128,057 directly held common shares afterward.

How many RSUs vested for Mativ (MATV) executive Mark W. Johnson?

On February 13, 2026, 6,888 RSUs granted to Mark W. Johnson vested. These RSUs were part of a 20,664-unit award granted on April 26, 2024, scheduled to vest in three equal annual installments beginning February 13, 2025.

Were the Mativ (MATV) insider share dispositions open-market sales?

The 2,439-share disposition reported for Mark W. Johnson was for tax withholding. Shares were withheld at $14.52 per share to satisfy tax obligations arising from the RSU vesting, rather than representing an open-market sale transaction.

What is Mark W. Johnson’s Mativ (MATV) share ownership after these transactions?

Following the February 13, 2026 transactions, Mark W. Johnson directly owned 128,057 shares of Mativ Holdings common stock. This figure reflects the RSU conversion into common shares and the shares disposed of to cover related tax withholding requirements.

What were the terms of the RSU grant to Mativ (MATV) executive Mark W. Johnson?

Mark W. Johnson received 20,664 RSUs on April 26, 2024, subject to time-based vesting. The award vests in three equal annual installments beginning on February 13, 2025, with each RSU representing a right to one share of common stock or cash upon vesting.