MATW executive discloses RSU vesting and new 28,500-unit award

Rhea-AI Filing Summary

Matthews International (MATW) executive Brian D. Walters, EVP, Group President, Memorial, reported equity award activity involving the company’s Class A common stock. On November 14, 2025, 9,200 time-based restricted share units vested and converted into an equal number of shares. On the same date, 4,002 shares were withheld and disposed of at $24.93 per share to cover tax obligations, leaving him with 104,144 directly held shares.

On November 17, 2025, he received a new grant of 28,500 restricted share units under the company’s Amended and Restated 2017 Equity Incentive Plan. In general, 40% of this grant vests on November 17, 2028, 30% depends on achieving Return on Invested Capital metrics, and 30% depends on stock price appreciation, with performance-based units settling at 50% to 200% of target if the performance thresholds are met and being forfeited if they are not.

Insider Trade Summary

9,200 shares exercised/converted

Mixed 4 txns

Insider Gackenbach Steven D

Role EVP, Group Pres, Memorial

Type	Security	Shares	Price	Value
Grant/Award	Restricted Share Units	28,500	$0.00	--
Exercise	Restricted Share Units	9,200	$0.00	--
Exercise	Class A Common Stock	9,200	$0.00	--
Tax Withholding	Class A Common Stock	4,002	$24.93	$100K

Holdings After Transaction: Restricted Share Units — 28,500 shares (Direct); Class A Common Stock — 108,146 shares (Direct)

Footnotes (1)

1. On November 14, 2025, the vesting date, the time-based restricted share units converted into an equal number of shares of the Company's Class A common stock. Sale of shares to the registrant to cover tax withholding on the vesting of restricted share units. Award of restricted share units under the Company's Amended and Restated 2017 Equity Incentive Plan (the "Plan"), subject to the agreement entered into under the Plan. Each restricted share unit represents a contingent right to receive shares of the Company's common stock as described below. In general, 40% of the grant vests on November 17, 2028; 30% of the grant vests at target based upon the Company achieving certain metrics based on Return on Invested Capital ("ROIC"); and 30% of the grant vests at target based upon stock price appreciation for the Company's common stock. Vesting of all units are generally subject to continuing employment through November 17, 2028. 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 thresholds related to the above targets. Performance related units that do not achieve the ROIC or stock price appreciation thresholds by the end of the performance period will be forfeited.

Form 4 Insider Transactions: What Each Field Means →

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).

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^*

Gackenbach Steven D

(Last) (First) (Middle)

TWO NORTHSHORE CENTER

(Street)

PITTSBURGH PA 15212

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Group Pres, Memorial

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2025

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
Class A Common Stock	11/14/2025		M(1)		9,200	A	$0	108,146	D
Class A Common Stock	11/14/2025		F(2)		4,002	D	$24.93	104,144	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 Share Units	$0	11/14/2025		M			9,200	(1)	(1)	Class A Common Stock	9,200(1)	$0	13,800	D
Restricted Share Units	$0(3)	11/17/2025		A		28,500		(4)	(4)	Class A Common Stock	28,500(4)	$0	28,500	D

Explanation of Responses:

1. On November 14, 2025, the vesting date, the time-based restricted share units converted into an equal number of shares of the Company's Class A common stock.

2. Sale of shares to the registrant to cover tax withholding on the vesting of restricted share units.

3. Award of restricted share units under the Company's Amended and Restated 2017 Equity Incentive Plan (the "Plan"), subject to the agreement entered into under the Plan. Each restricted share unit represents a contingent right to receive shares of the Company's common stock as described below.

4. In general, 40% of the grant vests on November 17, 2028; 30% of the grant vests at target based upon the Company achieving certain metrics based on Return on Invested Capital ("ROIC"); and 30% of the grant vests at target based upon stock price appreciation for the Company's common stock. Vesting of all units are generally subject to continuing employment through November 17, 2028. 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 thresholds related to the above targets. Performance related units that do not achieve the ROIC or stock price appreciation thresholds by the end of the performance period will be forfeited.

Remarks:

The Power of Attorney dated September 10, 2025 is filed herewith.

	/s/ Brian D. Walters (Attorney-in-Fact)	11/18/2025
	** 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 insider transaction did MATW report for Brian D. Walters?

MATW reported that executive Brian D. Walters had 9,200 restricted share units vest into Class A common stock on November 14, 2025, and 4,002 shares were withheld and disposed of at $24.93 per share to cover tax withholding.

How many MATW shares does Brian D. Walters hold after these transactions?

Following the reported transactions, Brian D. Walters beneficially owns 104,144 shares of Matthews International Class A common stock held directly.

What new equity award did MATW grant to Brian D. Walters?

On November 17, 2025, Brian D. Walters received a grant of 28,500 restricted share units under MATW’s Amended and Restated 2017 Equity Incentive Plan.

How do the new 28,500 MATW restricted share units vest?

Of the 28,500 RSUs, 40% generally vests on November 17, 2028, 30% vests based on Return on Invested Capital metrics, and 30% vests based on stock price appreciation, subject to continued employment.

What performance range applies to MATW’s performance-based restricted share units?

For the performance-based units, the number of shares ultimately delivered can range from 50% to 200% of the target based on achieving specified ROIC and stock price appreciation thresholds; units that do not meet these thresholds by the end of the performance period will be forfeited.

Why were 4,002 MATW shares disposed of at $24.93?

The 4,002 shares were sold to the registrant at $24.93 per share to cover tax withholding obligations related to the vesting of restricted share units.