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Matthews International CEO reports RSU vesting and new 145.8K grant

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Matthews International Corp (MATW) reported equity transactions by its President and CEO, who is also a director. On November 14, 2025, 60,000 time-based restricted share units vested and were converted into an equal number of shares of Class A common stock, increasing his directly held shares to 611,047. On the same date, 26,094 shares were surrendered to the company at $24.93 per share to cover tax withholding, leaving 584,953 Class A shares directly owned.

In the derivative table, 60,000 restricted share units were marked as exercised or converted, with 90,000 derivative securities remaining beneficially owned after that transaction. On November 17, 2025, the executive received an award of 145,800 additional restricted share units at a stated price of $0 under the company’s Amended and Restated 2017 Equity Incentive Plan. For this new grant, 40% is scheduled to vest on November 17, 2028, while the remaining 60% vests based on the company achieving specified return on invested capital and stock price appreciation metrics, with performance units converting at 50% to 200% of target or being forfeited if thresholds are not met.

Positive

  • None.

Negative

  • None.
Insider BARTOLACCI JOSEPH C
Role President and CEO
Type Security Shares Price Value
Grant/Award Restricted Share Units 145,800 $0.00 --
Exercise Restricted Share Units 60,000 $0.00 --
Exercise Class A Common Stock 60,000 $0.00 --
Tax Withholding Class A Common Stock 26,094 $24.93 $651K
Holdings After Transaction: Restricted Share Units — 145,800 shares (Direct); Class A Common Stock — 611,047 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*
BARTOLACCI JOSEPH 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
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) 60,000 A $0 611,047 D
Class A Common Stock 11/14/2025 F(2) 26,094 D $24.93 584,953 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 60,000 (1) (1) Class A Common Stock 60,000(1) $0 90,000 D
Restricted Share Units $0(3) 11/17/2025 A 145,800 (4) (4) Class A Common Stock 145,800(4) $0 145,800 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 August 22, 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.
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 transactions did MATW report for its CEO on this Form 4?

The President and CEO of Matthews International Corp (MATW) reported the vesting and conversion of 60,000 restricted share units into Class A common stock on November 14, 2025, a share surrender of 26,094 shares to cover taxes, and a new award of 145,800 restricted share units on November 17, 2025.

How many MATW shares does the CEO own after the reported transactions?

After the reported transactions, the CEO directly owns 584,953 shares of MATW Class A common stock, following the vesting of 60,000 shares and the disposition of 26,094 shares to cover tax withholding.

What restricted share units vested for the MATW CEO on November 14, 2025?

On November 14, 2025, time-based restricted share units covering 60,000 shares of MATW Class A common stock vested and converted into an equal number of shares at a stated price of $0.

Why were 26,094 MATW shares disposed of in the Form 4 filing?

The 26,094 MATW Class A shares were transferred to the company at $24.93 per share to cover tax withholding obligations arising from the vesting of restricted share units.

What new equity award did the MATW CEO receive on November 17, 2025?

On November 17, 2025, the CEO received an award of 145,800 restricted share units under MATW’s Amended and Restated 2017 Equity Incentive Plan, each unit representing a contingent right to receive one share of common stock.

How do the new MATW restricted share units vest and what performance conditions apply?

For the 145,800 new restricted share units, 40% is scheduled to vest on November 17, 2028, 30% vests based on specified return on invested capital metrics, and 30% vests based on stock price appreciation, with performance-based units converting at 50% to 200% of target or being forfeited if thresholds are not met by the end of the performance period.

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

The 145,800 restricted share units granted on November 17, 2025 were awarded under Matthews International Corp’s Amended and Restated 2017 Equity Incentive Plan, subject to an agreement entered into under that plan.