Materion (MTRN) Insider Files Form 4 Showing RSU Vesting and Share Disposition

Rhea-AI Filing Summary

Vinod M. Khilnani (Director) reported transactions in Materion Corporation (MTRN) dated 09/05/2025. The filing shows acquisition and disposition activity in common stock and restricted stock units. The report records an acquisition of 25.166 shares (coded V) at no cash price and a disposition of 17,665 shares, leaving 19,970.667 shares held indirectly in a Directors Deferred Compensation Plan.

The filing also shows the acquisition of 2 restricted stock units (each converting to one share), resulting in 2,002 direct shares beneficially owned following the transaction. The newly acquired units were from reinvested dividend equivalents and will vest on the earlier of May 8, 2026 or the next annual meeting; their exercisability and expiration dates are stated as the same.

Positive

• Director continued participation in company compensation programs via dividend reinvestment into restricted stock units
• RSUs have clear vesting timeline (earlier of May 8, 2026 or next annual meeting), providing transparency on future share issuance

Negative

• Large disposition reported of 17,665 common shares without explanatory context, which may prompt investor questions
• Substantial portion of holdings held indirectly in a deferred compensation plan, reducing transparency on open-market holdings

Insights

Corporate Governance Expert

TL;DR: Routine director compensation and plan-related transactions; no material change to control or company capital structure.

The Form 4 documents standard director-related transactions: reinvestment of dividend equivalents into restricted stock units and adjustments within a director deferred compensation plan. The indicated indirect holding of 19,970.667 shares reflects plan holdings rather than open-market purchases. The disposition of 17,665 shares is significant in size but is reported without accompanying context (e.g., sale proceeds or purpose), so material impact on governance or control is not evidenced solely by this filing.

Securities Analyst

TL;DR: Insider activity appears administrative and related to compensation; not clearly material to investors' valuation.

The transactions include a small acquisition of 25.166 shares and 2 RSUs from dividend reinvestment, alongside a reported disposition of 17,665 shares. The RSUs vest by May 8, 2026 or at the next annual meeting and convert one-for-one into common stock. Absent further details on the reason for the large disposition, this filing alone does not demonstrate a change in the company’s financial outlook or control.

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
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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)
09/05/2025

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	09/05/2025		A		25.166	A	$0	19,970.667	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)	09/05/2025		A		2		(2)	(3)	Common Stock	2	$0	2,002	D

Explanation of Responses:

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

2. These 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:

	/s/Michelle R. Mekinda, as Attorney-In-Fact	09/09/2025
	** 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 transactions did Vinod M. Khilnani report on the Form 4 for MTRN?

The Form 4 reports an acquisition of 25.166 shares, a disposition of 17,665 shares, and acquisition of 2 restricted stock units on 09/05/2025.

How many MTRN shares does Khilnani beneficially own after the transactions?

The filing shows 19,970.667 shares held indirectly in a Directors Deferred Compensation Plan and 2,002 shares held directly after the reported transactions.

What is the nature and vesting schedule of the restricted stock units reported?

Each restricted stock unit converts to one share; the 2 units were acquired via reinvested dividend equivalents and vest on the earlier of May 8, 2026 or the next annual meeting.

Are the acquisitions priced in cash according to the Form 4?

The reported acquisitions list a price of $0, consistent with units received through dividend reinvestment or plan mechanics.

Was this Form 4 filed individually or jointly?

The filing is by one reporting person (Form filed by one reporting person).