Matthews International EVP reports RSU vesting and tax share sale

Rhea-AI Filing Summary

Matthews International (MATW)November 20, 2025, performance-based restricted share units vested and converted into 12,000 shares of Class A common stock at a 200% payout rate, with no cash exercise price. These shares came from restricted share units tied to return on invested capital goals.

On the same date, 5,255 shares of Class A common stock were surrendered to the company at $25.10 per share to cover tax withholding on the vesting. After these transactions, the reporting person directly beneficially owned 86,508 shares of Class A common stock.

11/24/2025 - 11:10 AM

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^*

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)
11/20/2025

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	11/20/2025		M(1)		12,000	A	$0	91,763	D
Class A Common Stock	11/20/2025		F(2)		5,255	D	$25.1	86,508	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	11/20/2025		M			6,000	(1)	(1)	Class A Common Stock	12,000(1)	$0	0	D

Explanation of Responses:

1. On November 20, 2025, the vesting date, the return on invested capital performance-based restricted share units converted into shares of the Company's Class A common stock at a rate of 200%.

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

Remarks:

The Power of Attorney dated September 4, 2025 was filed on November 18, 2025, in Form 4, and is incorporated herein by reference.

	/s/ Brian D Walters	11/24/2025
	** 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).
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FAQ

What insider transaction did MATW report in this Form 4?

The filing reports an executive officer acquiring 12,000 shares of Matthews International Class A common stock from the vesting of performance-based restricted share units and surrendering 5,255 shares to cover tax withholding.

How many MATW shares did the insider acquire and at what price?

The insider acquired 12,000 shares of Class A common stock at an effective price of $0 per share upon vesting of restricted share units.

Why were 5,255 MATW shares disposed of on November 20, 2025?

The 5,255 shares were sold to the company at $25.10 per share to satisfy tax withholding obligations related to the vesting of restricted share units.

What performance condition was tied to the MATW restricted share units?

The restricted share units were performance-based, linked to return on invested capital, and vested on November 20, 2025 at a 200% conversion rate into Class A common stock.

How many MATW shares does the insider own after these transactions?

Following the reported transactions, the insider directly beneficially owned 86,508 shares of Matthews International Class A common stock.

What position does the reporting person hold at Matthews International (MATW)?

The reporting person is an officer of Matthews International, serving as EVP, General Counsel, and Corporate Secretary.