Were any MATERION (MTRN) CFO share sales under a Rule 10b5-1 plan?

Yes. The sale of 1,039 MATERION common shares on March 3, 2026 occurred automatically under a Rule 10b5-1 trading plan that Shelly Marie Chadwick adopted on December 1, 2025, as disclosed in the Form 4 footnotes.

What was the purpose of the 3,909-share disposition by the MATERION (MTRN) CFO?

The 3,909-share disposition on March 2, 2026 was coded as a tax-withholding transaction. The Form 4 explains it represented payment of tax liability by delivering MATERION common shares rather than a typical open-market sale for investment purposes.

MATERION (MTRN) CFO reports stock sales, RSU conversion and new awards

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

MATERION Corp Vice President, Finance & CFO Shelly Marie Chadwick reported a mix of equity transactions in company stock. On March 3, 2026, she sold 1,039 common shares at $157.26 under a Rule 10b5-1 trading plan adopted on December 1, 2025, and sold another 1,500 shares at $162.00 in open-market transactions. A prior transaction on March 2, 2026 disposed of 3,909 shares to satisfy tax obligations by delivering shares. On March 1, 2026, 5,552 restricted stock units were converted into common stock, and she received new grants of 3,590 restricted stock units and 5,498 stock appreciation rights. Following these transactions, she directly holds 15,243 common shares, 12,476 restricted stock units, and 5,498 stock appreciation rights.

Insider Trade Summary

Net Seller: 2,539 shares ($406,393)

Net Sell 7 txns

Insider Chadwick Shelly Marie

Role Vice President, Finance & CFO

Sold 2,539 shs ($406K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,039	$157.26	$163K
Sale	Common Stock	1,500	$162.00	$243K
Tax Withholding	Common Stock	3,909	$166.59	$651K
Exercise	Restricted Stock Units	5,552	$0.00	--
Grant/Award	Restricted Stock Units	3,590	$0.00	--
Grant/Award	Stock Appreciation Rights	5,498	$0.00	--
Exercise	Common Stock	5,552	$0.00	--

Holdings After Transaction: Common Stock — 16,743 shares (Direct); Restricted Stock Units — 8,886 shares (Direct); Stock Appreciation Rights — 5,498 shares (Direct)

Footnotes (1)

The reported sale of 1,039 shares occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 1, 2025. Each restricted stock unit represents a right to receive one share of MTRN common stock. These restricted stock units granted on 03/01/2023, 03/01/2024, and 03/01/2025, and any related dividend equivalents, vest in three equal annual installments. Expiration Date is the same as the Date Exercisable. These restricted stock units vest in three equal annual installments beginning March 1, 2027. These Stock Appreciation Rights vest in three equal annual installments beginning March 1, 2027.

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Form 4 Insider Transactions: What Each Field Means →

03/03/2026 - 07:16 PM

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^*

Chadwick Shelly Marie

(Last)

(First)

(Middle)

6070 PARKLAND BLVD.

(Street)

MAYFIELD HTS.

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President, Finance & CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2026		M		5,552	A	$0	21,691	D
Common Stock	03/02/2026		F		3,909	D	$166.59	17,782	D
Common Stock	03/03/2026		S		1,039	D	$157.26	16,743	D⁽¹⁾
Common Stock	03/03/2026		S		1,500	D	$162	15,243	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	03/01/2026		M			5,552	⁽³⁾	⁽⁴⁾	Common Stock	5,552	$0	8,886	D
Restricted Stock Units	⁽²⁾	03/01/2026		A		3,590		⁽⁵⁾	⁽⁴⁾	Common Stock	3,590	$0	12,476	D
Stock Appreciation Rights	$166.59	03/01/2026		A		5,498		⁽⁶⁾	03/01/2033	Common Stock	5,498	$0	5,498	D

Explanation of Responses:

1. The reported sale of 1,039 shares occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 1, 2025.

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

3. These restricted stock units granted on 03/01/2023, 03/01/2024, and 03/01/2025, and any related dividend equivalents, vest in three equal annual installments.

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

5. These restricted stock units vest in three equal annual installments beginning March 1, 2027.

6. These Stock Appreciation Rights vest in three equal annual installments beginning March 1, 2027.

Remarks:

	/s/Michelle R. Mekinda, as Attorney-In-Fact	03/03/2026
	** 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 MATERION (MTRN) CFO Shelly Marie Chadwick report?

Shelly Marie Chadwick reported open-market sales of 1,039 and 1,500 MATERION common shares, a tax-withholding share disposition, an RSU conversion into 5,552 common shares, and new grants of restricted stock units and stock appreciation rights, all occurring in early March 2026.

How many MATERION (MTRN) shares does the CFO hold after these Form 4 transactions?

After the reported transactions, Shelly Marie Chadwick directly holds 15,243 shares of MATERION common stock, along with 12,476 restricted stock units and 5,498 stock appreciation rights, reflecting both recent equity awards and the conversion of earlier restricted stock units into common shares.

What equity awards did the MATERION (MTRN) CFO receive in March 2026?

On March 1, 2026, Shelly Marie Chadwick received 3,590 restricted stock units and 5,498 stock appreciation rights. The filing notes these stock appreciation rights and restricted stock units vest in three equal annual installments beginning March 1, 2027, subject to their respective terms.

How do the MATERION (MTRN) CFO’s restricted stock units convert into common stock?

Each restricted stock unit reported for Shelly Marie Chadwick represents a right to receive one share of MATERION common stock. The filing indicates certain restricted stock units vest in three equal annual installments, after which they can convert into common shares as shown by the 5,552-share conversion.