Minerals Technologies (MTX) Director Accrues 54.163 Phantom Stock Units

Rhea-AI Filing Summary

Robert L. Clark, a director of Minerals Technologies Inc. (MTX), acquired 54.163 phantom stock units on 09/05/2025 under the company's Non-Funded Deferred Compensation and Unit Award Plan for Non-Employee Directors. Each phantom stock unit represents the economic equivalent of one share of Minerals Technologies Inc. common stock and the units were recorded with a $0 price. The units are to be settled in cash when Mr. Clark ceases his service as a director. Following the reported transaction, Mr. Clark is shown as beneficially owning 31,621.084 shares of common stock directly.

Positive

• Director award recorded under an established plan, indicating use of the company’s formal Non-Funded Deferred Compensation and Unit Award Plan for Non-Employee Directors.
• Phantom units equal one share each, so economic value tracks the company’s common stock without immediate share issuance.

Negative

• Settlement is in cash upon termination, creating a future cash obligation for the company rather than equity settlement.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation accrual using phantom units that defer cash settlement until termination.

This Form 4 reports a standard non-employee director award: 54.163 phantom stock units credited under the firm’s deferred compensation plan. The filing explicitly states each unit equals one share economically and that settlement will be in cash upon termination of service, which creates a deferred cash obligation for the company rather than immediate dilution. The transaction price is reported as $0, consistent with an accrual rather than a market purchase. For governance review, this is a routine disclosure of director pay mechanics and a reminder to monitor aggregate deferred liabilities disclosed in periodic filings.

Compensation/Risk Analyst

TL;DR: Small incremental accrual for director pay; immaterial as an equity change but creates a future cash settlement exposure.

The entry of 54.163 phantom stock units is modest in absolute size and is granted under the company’s Non-Funded Deferred Compensation plan for non-employee directors. Because settlement is in cash, these units do not immediately increase the company’s share count but do represent a contingent cash obligation tied to future events (termination of service). Investors assessing compensation-related liabilities should reference the company’s financial statements for aggregate deferred compensation balances to gauge materiality.

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^*

CLARK ROBERT L

(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		54.163		(2)	(2)	COMMON STOCK	54.163	$0	31,621.084	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 ROBERT CLARK	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 Robert L. Clark report on Form 4 for MTX?

The filing reports that Robert L. Clark acquired 54.163 phantom stock units on 09/05/2025 under the company’s deferred compensation plan.

How are the phantom stock units described in the filing?

Each phantom stock unit is described as the economic equivalent of one share of Minerals Technologies Inc. common stock.

Will the phantom stock units issued to Mr. Clark dilute MTX common shares?

The filing states the units are to be settled in cash upon termination of service, so they do not immediately dilute common shares.

What is Mr. Clark’s beneficial ownership after the reported transaction?

Following the reported transaction, Mr. Clark is shown as beneficially owning 31,621.084 shares of common stock directly.

Was any price paid for the phantom stock units in the transaction?

The transaction is reported with a $0 price, consistent with an accrual under the compensation plan.