Form 4: Materion Executive Exercises SARs, Sells Shares

Materion Corp's VP General Counsel & Secretary, Gregory R. Chemnitz, exercised Stock Appreciation Rights and subsequently sold shares, including tax withholdings, under a pre-arranged plan.

Summary

• Gregory R. Chemnitz, VP General Counsel & Secretary of Materion Corp (MTRN), engaged in multiple transactions involving common stock and Stock Appreciation Rights (SARs) on November 4, 2025.
• Exercised 1,459 SARs with an exercise price of $68.82, which vested in three equal annual installments starting February 17, 2022.
• Exercised 2,254 SARs with an exercise price of $80.85, which vested in three equal annual installments starting March 1, 2023.
• Acquired a total of 3,713 shares (1,459 + 2,254) through the exercise of SARs.
• Disposed of 1,053 shares at $112.96 and 1,796 shares at $113.13 for tax withholding purposes (Code F).
• Sold 864 shares at $113.226 (Code S).
• Following these transactions, Chemnitz directly owns 10,376 shares of common stock and indirectly owns 5,337.344 shares in a 401(k) Plan.
• All transactions were made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions (exercise of SARs and subsequent sale of shares, including tax withholdings) under a pre-arranged 10b5-1 plan. This is a neutral event, reflecting standard executive compensation practices rather than a strong positive or negative signal about the company's immediate prospects.

Positives

• The executive exercised Stock Appreciation Rights, indicating a realization of value from previously granted equity incentives.
• The exercise prices for the SARs ($68.82 and $80.85) were significantly lower than the sale prices of the common stock ($112.96, $113.13, $113.226), suggesting a profitable transaction for the executive.
• The transactions were conducted under a Rule 10b5-1(c) plan, indicating pre-planned activity and not a discretionary reaction to immediate market conditions.

Negatives

• The executive disposed of a total of 3,713 shares (1,053 + 1,796 + 864), reducing direct beneficial ownership.
• A significant portion of the disposed shares (2,849 shares) were for tax withholding purposes, which is a common but necessary reduction in direct holdings upon equity award vesting/exercise.
• The sale of 864 shares represents a direct reduction in the executive's equity stake beyond tax obligations.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• Gregory R. Chemnitz, an executive officer of Materion Corp, engaged in transactions involving the company's common stock and Stock Appreciation Rights. These are considered related party transactions as they involve an insider of the company.

Stakeholder Impact

• Shareholders: The sale of shares by an executive slightly increases the float but is generally not significant enough to materially impact share price unless the volume is exceptionally large or signals a lack of confidence. The 10b5-1 plan mitigates negative interpretations.
• Employees: No direct impact on employees is indicated.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions by an executive, specifically the exercise of Stock Appreciation Rights and subsequent sale of shares, including tax withholdings, under a pre-arranged 10b5-1 plan. Such transactions are common for executives managing their equity compensation and do not typically signal a change in the company's fundamental outlook or warrant a change in investment recommendation. The pre-planned nature of the transactions further reduces any speculative interpretation. Therefore, a 'hold' recommendation is appropriate as this filing provides no new information to alter an existing investment thesis.

Keywords

Materion Corp, MTRN, Form 4, insider trading, stock appreciation rights, SARs, equity compensation, executive compensation, stock sale, tax withholding, 10b5-1 plan