Matthews International insider RSUs vest; tax sale leaves 209,454 shares

Rhea-AI Filing Summary

Matthews International (MATW) reported an insider equity transaction by its CFO and Treasurer. On November 20, 2025, performance-based restricted share units vested and converted into 22,800 shares of Class A common stock at an exercise price of $0, reflecting a 200% payout on the return-on-invested-capital performance metric. On the same date, 9,916 shares were sold back to the company at $25.10 per share to cover tax withholding related to the vesting. After these transactions, the officer directly owned 209,454 Class A shares.

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^*

NICOLA STEVEN F

(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)
	CFO and Treasurer

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)		22,800	A	$0	219,370	D
Class A Common Stock	11/20/2025		F(2)		9,916	D	$25.1	209,454	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			11,400	(1)	(1)	Class A Common Stock	22,800(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 (Attorney-in-Fact)	11/24/2025
	** 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 transaction did MATW report in this Form 4?

The CFO and Treasurer of Matthews International (MATW) reported the vesting of performance-based restricted share units that converted into 22,800 Class A common shares and a related sale of 9,916 shares to cover tax withholding.

Who is the reporting person in this MATW Form 4 and what is their role?

The reporting person is an officer of Matthews International, serving as CFO and Treasurer.

What was the nature of the 22,800 MATW shares reported as acquired?

The 22,800 Class A common shares were acquired at $0 upon vesting of performance-based restricted share units that converted on November 20, 2025 at a 200% performance rate.

Why were 9,916 MATW shares disposed of in this filing?

The 9,916 Class A shares were sold to the company at $25.10 per share to cover tax withholding obligations on the vesting of restricted share units.

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

Following the reported transactions, the officer directly owns 209,454 shares of Matthews International Class A common stock.

What performance condition affected the MATW restricted share units?

The restricted share units were performance-based on return on invested capital and converted into shares of Class A common stock at a 200% payout rate on the vesting date of November 20, 2025.

Does this MATW Form 4 involve derivative securities?

Yes. The filing shows restricted share units as derivative securities that were exercised at $0 and converted into 22,800 Class A shares, leaving 0 derivative securities beneficially owned afterward.