Minerals Technologies (MTX) Director Receives Cash‑Settled Phantom Units

Rhea-AI Filing Summary

Report summary: Minerals Technologies Inc. director Carolyn K. Pittman was credited with 31.414 phantom stock units on 09/05/2025. Each phantom unit equals one share of MTX common stock and the units were accrued under the company’s Non-Funded Deferred Compensation and Unit Award Plan for Non-Employee Directors. The phantom units are to be settled in cash upon Ms. Pittman’s termination of service as a director. After this accrual, the form shows Ms. Pittman beneficially owned 18,339.886 shares of common stock on a direct basis. The Form 4 was signed on 09/09/2025.

Positive

• Alignment with shareholders via director compensation tied to stock value through phantom units
• No immediate dilution because phantom units are cash-settled rather than issued shares

Negative

• Future cash obligation exists because units are to be settled in cash upon termination

Insights

Corporate Governance Expert

TL;DR: Director received a small cash-settled deferred compensation credit; routine non-dilutive director compensation.

This filing documents a routine director compensation accrual rather than an open-market purchase or sale. The award took the form of 31.414 phantom stock units, each tied to one share of common stock but designated to be paid in cash at termination. Because the units are cash-settled, they do not immediately dilute share count and represent deferred pay aligning board member interests with shareholder value without issuing stock.

Compensation Analyst

TL;DR: Modest deferred award for a non-employee director; financially immaterial to capital structure.

The amount reported is small (32 units rounded) and the instrument is described as a phantom unit under the Non-Funded Deferred Compensation plan. The instrument carries no exercise price and will be settled in cash, indicating a cash liability timing risk for the company but not an equity issuance. The filing appears routine and administrative in nature.

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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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^*

PITTMAN CAROLYN K

(Last) (First) (Middle)

622 THIRD AVENUE

(Street)

NEW YORK NY 10017-6707

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MINERALS TECHNOLOGIES INC [ MTX ]

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

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
PHANTOM STOCK UNITS	(1)	09/05/2025		A		31.414		(2)	(2)	COMMON STOCK	31.414	$0	18,339.886	D

Explanation of Responses:

1. Each phantom stock unit is the economic equivalent of one share of Minerals Technologies Inc. Common Stock.

2. The phantom stock units were accrued under the Minerals Technologies Inc. Non-Funded Deferred Compensation and Unit Award Plan for Non-Employee Directors and are to be settled in cash upon the reporting person's termination of service as a director.

	TIMOTHY JORDAN FOR CAROLYN PITTMAN	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 transaction did Carolyn K. Pittman report on Form 4 for MTX?

She was credited with 31.414 phantom stock units on 09/05/2025 under the company’s non-employee director deferred compensation plan.

Are the phantom stock units settled in shares or cash?

The filing states the phantom stock units are to be settled in cash upon the reporting person’s termination of service as a director.

How many shares does Ms. Pittman beneficially own after the transaction?

The Form 4 reports 18,339.886 shares of common stock beneficially owned on a direct basis following the reported transaction(s).

Did the Form 4 report an exchange price or exercise condition for the units?

No exercise price is reported; the phantom stock units have a $0 price listed and are described as cash-settled equivalents of common stock.

When was the Form 4 signed and filed?

The signature block shows the form was signed by Timothy Jordan for Carolyn Pittman on 09/09/2025.