Materion (MTRN) CFO exercises stock rights, withholds shares for taxes

Rhea-AI Filing Summary

Materion Corp Vice President, Finance & CFO Shelly Marie Chadwick reported several equity-related transactions in company stock on February 18, 2026. She exercised two tranches of Stock Appreciation Rights, converting them into 5,785 and 4,911 shares of common stock at exercise prices of $68.82 and $80.85 per share.

To cover the associated tax obligations, she disposed of 3,503 and 3,217 common shares in transactions classified as tax-withholding. She also made a bona fide gift of 225 shares. After these transactions, her directly held common stock position was reported as 25,115 shares.

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^*

Chadwick Shelly Marie

(Last) (First) (Middle)

6070 PARKLAND BLVD.

(Street)

MAYFIELD HTS. 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/18/2026		M		5,785	A	$68.82	27,149	D
Common Stock	02/18/2026		M		4,911	A	$80.85	32,060	D
Common Stock	02/18/2026		F		3,503	D	$157.01	28,557	D
Common Stock	02/18/2026		F		3,217	D	$156.66	25,340	D
Common Stock	02/18/2026		G		225	D	$0	25,115	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
Stock Appreciation Rights	$68.82	02/18/2026		M			5,785	(1)	02/17/2028	Common Stock	5,785	$0	0	D
Stock Appreciation Rights	$80.85	02/18/2026		M			4,911	(2)	03/01/2029	Common Stock	4,911	$0	0	D

Explanation of Responses:

1. The Stock Appreciation Rights vested in three equal annual installments beginning February 17, 2022.

2. The Stock Appreciation Rights vested in three equal annual installments beginning March 1, 2023.

Remarks:

	/s/Michelle R. Mekinda, as Attorney-In-Fact	02/20/2026
	** 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).
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FAQ

What insider transactions did MTRN CFO Shelly Marie Chadwick report?

Shelly Marie Chadwick reported exercising stock appreciation rights into common stock and related follow-on transfers. These included tax-withholding share dispositions and a bona fide gift, all recorded on February 18, 2026, reflecting routine management of equity compensation rather than open-market buying or selling.

How many Materion (MTRN) shares did the CFO acquire through award exercises?

The CFO acquired 5,785 and 4,911 shares of Materion common stock by exercising stock appreciation rights. These derivative exercises converted previously granted awards into shares at exercise prices of $68.82 and $80.85 per share, increasing her direct stock holdings before subsequent tax-related dispositions.

What tax-related stock dispositions did the MTRN CFO report on this Form 4?

The Form 4 shows tax-withholding dispositions of 3,503 and 3,217 Materion common shares. These transactions, coded as “F,” indicate shares were delivered to satisfy exercise price or tax liabilities tied to the award exercises, rather than discretionary open-market sales for investment purposes.

Did the Materion CFO make any stock gifts in the reported transactions?

Yes. The filing reports a bona fide gift of 225 shares of Materion common stock, coded “G.” This indicates a transfer of ownership without sale proceeds, separate from the tax-withholding dispositions, and is part of the broader set of equity compensation-related movements disclosed.

How many Materion (MTRN) shares does the CFO hold after these transactions?

After exercising stock appreciation rights, handling tax-withholding dispositions, and making a stock gift, the CFO’s direct holdings stand at 25,115 shares of Materion common stock. This figure reflects her updated ownership position following all transactions reported for February 18, 2026.

What do the stock appreciation rights in the MTRN Form 4 represent?

The stock appreciation rights are derivative awards that vested over time and were exercised into common stock. The footnotes state they vested in three equal annual installments beginning February 17, 2022, and March 1, 2023, leading to the February 18, 2026 exercises and resulting share issuances.