Matthews International (MATW) executive details stock and performance-based RSU holdings

Rhea-AI Filing Summary

Matthews International Corp executive Babe G. Brandon, President, Engineering, reported his initial ownership of company equity. He directly holds 9,367 shares of Class A common stock. He also holds several restricted share unit (RSU) awards that may convert into common stock if vesting conditions are met.

One performance-based RSU grant can convert into up to 26,000 shares of common stock based on a division achieving adjusted EBITDA targets through November 17, 2026, with continued employment required. Additional awards cover 10,000 and 12,500 underlying shares, tied to time-based vesting, ROIC metrics, and stock price appreciation, with most units vesting by November 18, 2027 and another time-based grant vesting on November 17, 2028.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Babe G. Brandon

Role President, Engineering

Type	Security	Shares	Price	Value
holding	Restricted Share Units	--	--	--
holding	Restricted Share Units	--	--	--
holding	Restricted Share Units	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Restricted Share Units — 26,000 shares (Direct, null); Class A Common Stock — 9,367 shares (Direct, null)

Footnotes (1)

1. In general, the grant vests at target based upon a division in the Company achieving certain metrics based on adjusted EBITDA through November 17, 2026. Vesting of performance-based units are generally subject to continuing employment through November 17, 2026. Upon vesting, performance-based units will be converted to the Company's common stock using a factor ranging from 10% to 100% based upon the level of achievement of the adjusted EBITDA performance thresholds. Performance related units that do not achieve the adjusted EBITDA thresholds by the end of the performance period will be forfeited. Award includes 5,000 of time-based restricted share units, which vest on November 18, 2027. Award also includes 7,500 of restricted shares units of which, 40% vests on November 18, 2027; 30% vests at target based upon the Company achieving certain metrics based on Return on Invested Capital ("ROIC"); and 30% vests at target based upon stock price appreciation thresholds for the Company's common stock. Vesting of all units are generally subject to continuing employment through November 18, 2027. Upon vesting, time-based units will be converted to an equal number of shares of the Company's common stock; performance-based units will be converted to the Company's common stock using a factor ranging from 50% to 200% based upon the level of achievement of the performance. The grant of time-based units vests on November 17, 2028. Upon vesting, the time-based units will be converted to an equal number of shares of the Company's common stock.

Key Figures

Direct common shares: 9,367 shares Performance RSU grant: 26,000 underlying shares RSU award components: 5,000 time-based; 7,500 mixed performance +4 more

7 metrics

Direct common shares 9,367 shares Class A Common Stock held directly after Form 3

Performance RSU grant 26,000 underlying shares Performance-based units tied to adjusted EBITDA through November 17, 2026

RSU award components 5,000 time-based; 7,500 mixed performance Award includes 5,000 time-based RSUs and 7,500 RSUs with ROIC and stock price metrics, vesting by November 18, 2027

Additional RSU grant 10,000 underlying shares Restricted Share Units convertible to Class A Common Stock, subject to performance terms

Additional RSU grant 12,500 underlying shares Restricted Share Units convertible to Class A Common Stock, with mixed time and performance vesting

Time-based RSU vesting November 17, 2028 Time-based units convert one-for-one into common stock at vesting

RSU exercise price $0.00 per unit Restricted Share Units with zero exercise price converting into common shares upon vesting

Key Terms

Restricted Share Units, adjusted EBITDA, Return on Invested Capital ("ROIC"), stock price appreciation thresholds, +1 more

5 terms

Restricted Share Units financial

"Award includes 5,000 of time-based restricted share units, which vest on November 18, 2027."

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

adjusted EBITDA financial

"achieving certain metrics based on adjusted EBITDA through November 17, 2026."

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

Return on Invested Capital ("ROIC") financial

"based upon the Company achieving certain metrics based on Return on Invested Capital ("ROIC");"

stock price appreciation thresholds financial

"based upon stock price appreciation thresholds for the Company's common stock."

performance-based units financial

"Vesting of performance-based units are generally subject to continuing employment through November 17, 2026."

Understanding Insider Trading Forms →

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Babe G. Brandon

(Last) (First) (Middle)

TWO NORTHSHORE CENTER

(Street)

PITTSBURGH PENNSYLVANIA 15212

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
04/30/2026

3. Issuer Name and Ticker or Trading Symbol
MATTHEWS INTERNATIONAL CORP [ MATW ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	9,367	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	(1)	(1)	Class A Common Stock	26,000	$0	D
Restricted Share Units	(2)	(2)	Class A Common Stock	12,500	$0	D
Restricted Share Units	(3)	(3)	Class A Common Stock	10,000	$0	D

Explanation of Responses:

1. In general, the grant vests at target based upon a division in the Company achieving certain metrics based on adjusted EBITDA through November 17, 2026. Vesting of performance-based units are generally subject to continuing employment through November 17, 2026. Upon vesting, performance-based units will be converted to the Company's common stock using a factor ranging from 10% to 100% based upon the level of achievement of the adjusted EBITDA performance thresholds. Performance related units that do not achieve the adjusted EBITDA thresholds by the end of the performance period will be forfeited.

2. Award includes 5,000 of time-based restricted share units, which vest on November 18, 2027. Award also includes 7,500 of restricted shares units of which, 40% vests on November 18, 2027; 30% vests at target based upon the Company achieving certain metrics based on Return on Invested Capital ("ROIC"); and 30% vests at target based upon stock price appreciation thresholds for the Company's common stock. Vesting of all units are generally subject to continuing employment through November 18, 2027. Upon vesting, time-based units will be converted to an equal number of shares of the Company's common stock; performance-based units will be converted to the Company's common stock using a factor ranging from 50% to 200% based upon the level of achievement of the performance.

3. The grant of time-based units vests on November 17, 2028. Upon vesting, the time-based units will be converted to an equal number of shares of the Company's common stock.

Remarks:

The Power of Attorney dated April 16, 2026 is filed herewith.

	/s/ Brian D. Walters (Attorney-in-Fact)	05/04/2026
	** 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 5 (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.
* Form 3: SEC 1473 (03-26)

FAQ

What did Babe G. Brandon report in his Form 3 for MATW?

Babe G. Brandon reported his initial ownership in Matthews International. He directly holds 9,367 Class A common shares and multiple restricted share unit awards that may convert into additional shares if specific performance and time-based vesting conditions are satisfied.

How many MATW common shares does Babe G. Brandon directly own?

He directly owns 9,367 shares of Matthews International Class A common stock. This stake represents his current direct equity position, separate from restricted share units that may convert into additional common shares in the future if vesting conditions are achieved.

What restricted share unit awards does Babe G. Brandon hold in MATW?

He holds several restricted share unit awards tied to Class A common stock, including grants referencing 10,000, 12,500, and 26,000 underlying shares. These units vest over time and based on company performance metrics, potentially converting into common shares at future vesting dates.

What performance metrics affect Babe G. Brandon’s MATW RSUs?

Some RSUs depend on adjusted EBITDA performance through November 17, 2026, while others use Return on Invested Capital and stock price appreciation thresholds. These metrics determine how many performance-based units convert into Matthews International common shares upon vesting.

When do Babe G. Brandon’s MATW RSUs vest?

One performance-based grant runs through November 17, 2026, and another award includes units vesting on November 18, 2027. A separate time-based grant vests on November 17, 2028. Most vesting requires continued employment through the stated dates.

Are Babe G. Brandon’s MATW RSUs automatically converted to common stock?

No, conversion depends on vesting conditions. Time-based units convert one-for-one into common shares at vesting, while performance-based units convert using factors tied to adjusted EBITDA, ROIC, or stock price performance, with some units forfeited if thresholds are not met.