MATERION CEO exercises SARs and sells shares

MATERION Corp President and CEO Jugal K. Vijayvargiya exercised stock appreciation rights for 32,122 shares of common stock at an exercise price of $58.30 per share.

Accepted by SEC EDGAR 02/19/2026 - 07:42 PM EST

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Rhea-AI Filing Summary

MATERION Corp President and CEO Jugal K. Vijayvargiya exercised stock appreciation rights for 32,122 shares of common stock at an exercise price of $58.30 per share. These stock appreciation rights vested in three equal annual installments beginning on February 22, 2020.

On the same date, 19,159 shares of common stock were disposed of to satisfy exercise price or tax withholding obligations, and 12,963 shares were sold in multiple open-market transactions at weighted-average prices ranging from about $145.990 to $151.840 per share. After these transactions, he directly owned 130,253 shares of MATERION common stock.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 9 txns

Insider Vijayvargiya Jugal K.

Role President and CEO

Sold 12,963 shs ($1.93M)

Approx. gross sale proceeds $1.93M

Approx. exercise cost $1.87M

Type	Security	Shares	Price	Value
Exercise	Stock Appreciation Rights	32,122	$0.00	$0.00
Exercise	Common Stock	32,122	$58.30	$1.87M
Exercise Price or Tax Liability	Common Stock	19,159	$151.785	$2.91M
Sale	Common Stock	1,575	$146.653	$231K
Sale	Common Stock	2,740	$147.423	$404K
Sale	Common Stock	5,254	$148.392	$780K
Sale	Common Stock	883	$149.593	$132K
Sale	Common Stock	1,200	$150.14	$180K
Sale	Common Stock	1,311	$151.715	$199K

Holdings After Transaction: Stock Appreciation Rights — 0 contracts (Direct); Common Stock — 130,253 shares (Direct)

Footnotes (8)

F1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $145.990 to $146.975, inclusive.
F2. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (3), (4), (5), (6), and (7) of this Form 4.
F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $147.040 to $147.950, inclusive.
F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $148.065 to $148.875, inclusive.
F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.235 to $149.740, inclusive.
F6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.025 to $150.465, inclusive.
F7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $151.455 to $151.840, inclusive.
F8. The Stock Appreciation Rights vested in three equal annual installments beginning February 22, 2020.

FAQ

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What did MATERION (MTRN) CEO Jugal K. Vijayvargiya report on this Form 4?

He reported exercising 32,122 stock appreciation rights into common shares, then disposing of 19,159 shares to cover exercise price or tax obligations and selling 12,963 shares in open-market transactions, leaving him with 130,253 directly owned MATERION shares.

How many MATERION (MTRN) shares did the CEO sell in the open market?

He sold 12,963 shares of MATERION common stock in a series of open-market transactions. The sales occurred at weighted-average prices within ranges between about $145.990 and $151.840 per share, as detailed across several weighted-average price footnotes.

What stock appreciation rights did the MATERION (MTRN) CEO exercise?

He exercised stock appreciation rights covering 32,122 shares of MATERION common stock at an exercise price of $58.30 per share. These rights vested in three equal annual installments beginning on February 22, 2020, before being fully exercised in this reported transaction.

How many MATERION (MTRN) shares were used to cover taxes or exercise costs?

A total of 19,159 MATERION common shares were disposed of to pay the exercise price or satisfy tax withholding obligations. This disposition is reported with transaction code F, which indicates payment of exercise price or tax liability by delivering securities rather than cash.

How many MATERION (MTRN) shares does the CEO own after these Form 4 transactions?

After exercising stock appreciation rights, disposing shares for tax or exercise costs, and selling shares in the open market, the CEO directly owns 130,253 shares of MATERION common stock. This figure reflects his direct holdings immediately following the reported transactions.

Over what price ranges were the MATERION (MTRN) CEO’s sales executed?

The reported sale prices are weighted averages for multiple trades, with ranges from $145.990 to $146.975, $147.040 to $147.950, $148.065 to $148.875, $149.235 to $149.740, $150.025 to $150.465, and $151.455 to $151.840, as specified in the footnotes.

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Form 4 Insider Transactions: What Each Field Means →

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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^*

Vijayvargiya Jugal K.

(Last)

(First)

(Middle)

6070 PARKLAND BLVD.

(Street)

MAYFIELD HEIGHTS

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
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		M		32,122	A	$58.3	162,375	D
Common Stock	02/17/2026		F		19,159	D	$151.785	143,216	D
Common Stock	02/17/2026		S		1,575	D	$146.653⁽¹⁾⁽²⁾	141,641	D
Common Stock	02/17/2026		S		2,740	D	$147.423⁽²⁾⁽³⁾	138,901	D
Common Stock	02/17/2026		S		5,254	D	$148.392⁽²⁾⁽⁴⁾	133,647	D
Common Stock	02/17/2026		S		883	D	$149.593⁽²⁾⁽⁵⁾	132,764	D
Common Stock	02/17/2026		S		1,200	D	$150.14⁽²⁾⁽⁶⁾	131,564	D
Common Stock	02/17/2026		S		1,311	D	$151.715⁽²⁾⁽⁷⁾	130,253	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)
Stock Appreciation Rights	$58.3	02/17/2026		M			32,122	⁽⁸⁾	02/22/2026	Common Stock	32,122	$0	0	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $145.990 to $146.975, inclusive.

2. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (3), (4), (5), (6), and (7) of this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $147.040 to $147.950, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $148.065 to $148.875, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.235 to $149.740, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.025 to $150.465, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $151.455 to $151.840, inclusive.

8. The Stock Appreciation Rights vested in three equal annual installments beginning February 22, 2020.

Remarks:

	/s/Michelle R. Mekinda, as Attorney-In-Fact	02/19/2026
	** 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