Materion (MTRN) director adds deferred stock and RSUs in Form 4 filing

Rhea-AI Filing Summary

A director of Materion Corp (MTRN) reported routine equity accruals on Form 4 dated 12/05/2025. The director acquired 22.064 shares of common stock at $0, held indirectly in the Directors Deferred Compensation Plan, increasing the indirect beneficial ownership to 19,992.731 shares.

The filing also shows an acquisition of 2 restricted stock units (RSUs), each representing one share of Materion common stock. These RSUs were received through the reinvestment of dividend equivalents and will vest at the earlier of May 8, 2026 or the date of the next annual meeting of Materion’s shareholders. Following these transactions, the director holds 17,665 shares of common stock directly and 2,004 RSUs directly.

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

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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^*

KHILNANI VINOD M

(Last) (First) (Middle)

6070 PARKLAND BLVD.

(Street)

MAYFIELD HEIGHTS OH 44124

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MATERION Corp [ MTRN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2025

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
Common Stock	12/05/2025		A		22.064	A	$0	19,992.731	I	Held in Directors Deferred Compensation Plan.
Common Stock								17,665	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 Stock Units	(1)	12/05/2025		A		2		(2)	(3)	Common Stock	2	$0	2,004	D

Explanation of Responses:

1. Each restricted stock unit represents a right to receive one share of MTRN common stock.

2. These restricted stock units, which were acquired upon the reinvestment of dividend equivalents, will vest at the same time as the restricted stock units to which they relate (earlier of May 8, 2026 and the date of the next annual meeting of MTRN's shareholders).

3. Expiration Date is the same as the Date Exercisable.

Remarks:

Exhibit 24 Power of Attorney

	/s/Michelle R. Mekinda, as Attorney-In-Fact	12/09/2025
	** 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.

FAQ

What insider activity did Materion (MTRN) report in this Form 4?

The Form 4 reports that a Materion Corp director acquired 22.064 shares of common stock at $0 into the Directors Deferred Compensation Plan and 2 restricted stock units through dividend equivalent reinvestment on 12/05/2025.

How many Materion (MTRN) shares does the director own after these transactions?

After the reported transactions, the director beneficially owns 19,992.731 shares of Materion common stock indirectly in the Directors Deferred Compensation Plan and 17,665 shares directly, plus 2,004 restricted stock units directly.

What are the terms of the restricted stock units reported for Materion (MTRN)?

Each restricted stock unit represents a right to receive one share of Materion common stock. The 2 RSUs reported were acquired via dividend equivalent reinvestment and will vest at the earlier of May 8, 2026 or the date of the next annual meeting of Materion’s shareholders.

Did the Materion (MTRN) director pay cash for the newly acquired shares and RSUs?

The reported 22.064 common shares and the 2 RSUs both show a transaction price of $0, indicating they were credited through the deferred compensation and dividend equivalent mechanisms rather than purchased in the open market.

What is the Directors Deferred Compensation Plan mentioned in the Materion (MTRN) Form 4?

The Form 4 notes that 19,992.731 shares of Materion common stock are held indirectly in a Directors Deferred Compensation Plan, which reflects stock credited to the director through that plan.

Who signed the Materion (MTRN) Form 4 and in what capacity?

The Form 4 was signed by /s/ Michelle R. Mekinda acting as Attorney-In-Fact for the reporting director on 12/09/2025.