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MATW insider Brian Walters discloses share vesting and 24,000 RSU award

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Matthews International Corporation (MATW) executive vice president, general counsel, and corporate secretary Brian D. Walters reported equity transactions involving the company’s Class A common stock. On November 14, 2025, 8,000 time-based restricted share units converted into an equal number of shares at an exercise price of $0, increasing his directly held shares to 83,267. On the same date, 3,504 shares were sold to the company at $24.93 per share to cover tax withholding on the vesting, leaving him with 79,763 shares owned directly. On November 17, 2025, he received a new grant of 24,000 restricted share units at an exercise price of $0 under the company’s Amended and Restated 2017 Equity Incentive Plan, all held directly.

For this new award, 40% of the units are scheduled to vest on November 17, 2028, while 30% may vest based on return on invested capital metrics and another 30% based on stock price appreciation. Performance-based units will convert into shares using a factor from 50% to 200% depending on achievement of targets, and any units that fail to meet the ROIC or stock price thresholds by the end of the performance period will be forfeited.

Positive

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Insider Walters Brian D
Role EVP, Gen Counsel, and Corp Sec
Type Security Shares Price Value
Grant/Award Restricted Share Units 24,000 $0.00 --
Exercise Restricted Share Units 8,000 $0.00 --
Exercise Class A Common Stock 8,000 $0.00 --
Tax Withholding Class A Common Stock 3,504 $24.93 $87K
Holdings After Transaction: Restricted Share Units — 24,000 shares (Direct); Class A Common Stock — 83,267 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*
Walters Brian 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, Gen Counsel, and Corp Sec
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) 8,000 A $0 83,267 D
Class A Common Stock 11/14/2025 F(2) 3,504 D $24.93 79,763 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 8,000 (1) (1) Class A Common Stock 8,000(1) $0 12,000 D
Restricted Share Units $0(3) 11/17/2025 A 24,000 (4) (4) Class A Common Stock 24,000(4) $0 24,000 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 4, 2025 is filed herewith.
/s/ Brian D. Walters 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.
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did MATW executive Brian D. Walters report?

Brian D. Walters, EVP, general counsel, and corporate secretary of Matthews International (MATW), reported the vesting of 8,000 restricted share units into Class A common stock and a new grant of 24,000 restricted share units, along with a sale of 3,504 shares to cover tax withholding.

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

After the reported transactions on November 14, 2025, Brian D. Walters directly owns 79,763 shares of Matthews International Class A common stock, in addition to holding 24,000 restricted share units granted on November 17, 2025.

What were the terms of the new 24,000 RSU grant for MATW?

The new grant of 24,000 restricted share units has an exercise price of $0. According to the terms, 40% vests on November 17, 2028, 30% is tied to achieving return on invested capital metrics, and 30% depends on stock price appreciation, with performance units converting at 50% to 200% of target based on results.

Why were 3,504 MATW shares sold on November 14, 2025?

The filing states that 3,504 shares of Matthews International Class A common stock were sold to the company at $24.93 per share on November 14, 2025 to cover tax withholding obligations related to the vesting of restricted share units.

How did the 8,000 restricted share units affect MATW share ownership?

On November 14, 2025, 8,000 time-based restricted share units converted into an equal number of shares of Matthews International Class A common stock at an exercise price of $0, increasing Brian D. Walters’ directly held shares before the withholding-related sale.

What performance conditions apply to the MATW performance-based RSUs?

For the performance-based portion of the 24,000 restricted share unit grant, 30% of the units vest based on return on invested capital metrics and 30% based on stock price appreciation. Units convert into shares using a factor from 50% to 200% depending on performance, and units that do not meet ROIC or stock price thresholds by the end of the performance period will be forfeited.

Under which plan were the new MATW restricted share units granted?

The 24,000 restricted share units granted on November 17, 2025 were awarded under Matthews International’s Amended and Restated 2017 Equity Incentive Plan, subject to the related award agreement.