MTRN Form 4: Director Prevost Reports RSUs and Deferred-Comp Acquisition

Rhea-AI Filing Summary

Patrick M. Prevost, a director of Materion Corporation (MTRN), reported acquisitions on 09/05/2025. He indirectly acquired 19.93 shares of MTRN common stock through the companys directors deferred compensation plan at a reported price of $0, increasing indirect beneficial ownership to 15,815.179 shares. Separately, he directly received 2 restricted stock units (RSUs) acquired as reinvested dividend equivalents; each RSU converts to one share and these units will vest the earlier of May 8, 2026 or the next annual shareholder meeting. The Form 4 was signed by an attorney-in-fact on 09/09/2025.

Positive

• Increased alignment with shareholders: Directors holdings rose via deferred compensation and RSU dividend reinvestment
• Transparent vesting terms disclosed: RSUs vest the earlier of May 8, 2026 or the next annual meeting

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation and dividend reinvestment increased indirect holdings; no unusual departures from standard governance practice.

The Form 4 documents customary equity accruals for a director: participation in a deferred compensation plan and acquisition of dividend-equivalent RSUs. The indirect purchase of 19.93 shares at $0 reflects an internal plan mechanism rather than an open-market cash purchase, and the added 2 RSUs arise from reinvested dividends and carry standard vesting tied to the next annual meeting or a set date. There are no disclosures here of option exercises, sales, or unusual transfers that would raise governance concerns.

Executive Compensation Analyst

TL;DR: Compensation-related equity accruals increased both direct and indirect holdings; vesting schedule and dividend reinvestment are explicitly disclosed.

The report shows indirect acquisition of 19.93 common shares via the directors deferred compensation plan and direct receipt of 2 RSUs acquired as reinvested dividend equivalents. The RSUs vest the earlier of May 8, 2026 or the next annual meeting, consistent with typical retention alignment. Price reported as $0 indicates no cash paid at grant/reinvestment; this is informational and aligns with equity-based compensation mechanics rather than market purchases.

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^*

Prevost Patrick M.

(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)

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		19.93	A	$0	15,815.179	I	Held In Directors Deferred Comp. Plan

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 Patrick M. Prevost report on the Form 4 for MTRN?

He reported an indirect acquisition of 19.93 common shares via the directors deferred compensation plan and the direct acquisition of 2 restricted stock units.

When were the reported transactions executed?

The transactions occurred on 09/05/2025, and the Form 4 was signed by an attorney-in-fact on 09/09/2025.

What is the ownership level after the reported transactions?

Following the reported transaction, Mr. Prevosts indirect beneficial ownership in MTRN was 15,815.179 shares; he also directly holds 2 RSUs reported on this form.

What price was reported for the acquired securities?

The common shares and RSUs are reported at a price of $0, reflecting acquisitions through the deferred compensation plan and dividend-equivalent reinvestment.

When will the RSUs vest?

The RSUs will vest the earlier of May 8, 2026 or the date of the next annual meeting of MTRNs shareholders.