MATW insider Form 4 shows RSU vesting and 12,430-unit award

Rhea-AI Filing Summary

Matthews International (MATW) reported insider equity activity for its SVP of Human Resources. On November 14, 2025, 2,400 time-based restricted share units vested and converted into the same number of Class A common shares at an exercise price of $0. To cover tax withholding on this vesting, 1,044 shares were transferred to the company at $24.93 per share, leaving the executive with 9,978 Class A shares held directly.

The executive also received a new award of 12,430 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% vests based on return on invested capital metrics, and 30% vests based on stock price appreciation, with performance portions convertible at 50% to 200% of target depending on goal achievement.

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^*

Awenowicz Ronald C

(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)
	SVP, HR

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)		2,400	A	$0	10,892	D
Class A Common Stock	11/14/2025		F(2)		1,044	D	$24.93	9,978	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			2,400	(1)	(1)	Class A Common Stock	2,400(1)	$0	3,600	D
Restricted Share Units	$0(3)	11/17/2025		A		12,430		(4)	(4)	Class A Common Stock	12,430(4)	$0	12,430	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 (Attorney-in-Fact)	11/18/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did MATW report in this Form 4?

The filing reports that MATW's SVP of Human Resources had 2,400 time-based restricted share units vest into Class A common stock and also received a new grant of 12,430 restricted share units under the company’s equity incentive plan.

How many MATW shares vested and how many were used for tax withholding?

On November 14, 2025, 2,400 restricted share units vested into an equal number of MATW Class A common shares, and 1,044 of those shares were transferred to the company at $24.93 per share to cover tax withholding.

How many MATW shares does the executive beneficially own after these transactions?

Following the reported transactions, the executive beneficially owns 9,978 shares of MATW Class A common stock held directly.

What is the size and structure of the new MATW restricted share unit award?

The executive received 12,430 restricted share units. In general, 40% of the grant vests on November 17, 2028, 30% vests based on return on invested capital metrics, and 30% vests based on stock price appreciation, with performance units settling between 50% and 200% of target depending on performance.

What role does the reporting person hold at MATW?

The reporting person is an officer of Matthews International Corporation, serving as Senior Vice President, Human Resources.

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

The 12,430 restricted share units were granted under Matthews International’s Amended and Restated 2017 Equity Incentive Plan, subject to an agreement entered into under that plan.