Form 4: Mativ Holdings Chief Supply Chain Officer Departs, Accelerating Vesting of Over 27,000 Restricted Stock Units

Mativ Holdings, Inc. Chief Supply Chain Officer Andrew Downard has departed the company, triggering the accelerated vesting and settlement of his restricted stock units.

Summary

• Andrew Downard, Chief Supply Chain Officer of Mativ Holdings, Inc., departed the company on July 1, 2025.
• His departure led to the accelerated vesting of 1,200 restricted stock units (RSUs) originally granted on January 30, 2024, which were set to vest on February 16, 2026.
• An additional 8,364 RSUs granted on April 26, 2024, originally scheduled to vest on February 13, 2027, also vested early.
• Furthermore, 17,913 RSUs granted on March 19, 2025, which would have fully vested on March 19, 2028, also saw accelerated vesting.
• A total of 1,200 vested RSUs were cash-settled at a price of $6.82 per share.
• Shares totaling 2,518 and 5,361 were withheld at $6.82 per share to cover tax liabilities resulting from the accelerated vesting of previously reported restricted stock units.
• The reporting person's direct beneficial ownership of common stock was adjusted from 21,896 shares (after correcting an over-reporting of 82 shares on March 14, 2025) to 21,181 shares following all reported transactions.

Sentiment

Score: 4

Explanation: The document is a factual disclosure of an executive's departure and associated equity transactions. While the departure of a key officer can be perceived negatively, the filing itself is neutral in tone and simply reports the required information. The accelerated vesting is a standard part of executive compensation upon departure, not necessarily a positive or negative for the company's operations, but the departure itself is a negative.

Positives

• The accelerated vesting of restricted stock units for the departing officer allows for immediate realization of equity value, which is a standard component of executive compensation upon departure.

Negatives

• The departure of a Chief Supply Chain Officer, a key executive role, could indicate a loss of critical leadership and expertise within the company's supply chain operations.

Risks

• Potential for operational disruption or strategic shifts within the supply chain function due to the departure of the Chief Supply Chain Officer.
• Uncertainty regarding the company's succession plan for the Chief Supply Chain Officer role and the impact on future supply chain efficiency and resilience.

Future Outlook

The document primarily details past transactions related to an executive's departure and does not provide forward-looking statements or guidance on the company's future performance or strategic direction.

Management Comments

• In connection with the reporting person's departure from Mativ Holdings, Inc. (the "Company"), the Board approved the accelerated vesting of 1,200 restricted stock units originally granted on January 30, 2024, which would have fully vested on February 16, 2026.
• The transaction reflects the accelerated cash settlement of 1,200 vested RSUs on July 1, 2025.
• In connection with the reporting person's departure from the Company, the Board approved the accelerated vesting of 8,364 restricted stock units originally granted on April 26, 2024, which would have fully vested on February 13, 2027.
• Represents shares withheld in payment of tax liability resulting from the accelerated vesting of previously reported restricted stock units, in connection with the reporting person's departure from the Company.
• In connection with the reporting person's departure from the Company, the Board approved the accelerated vesting of 17,913 restricted stock units originally granted on March 19, 2025, which would have fully vested on March 19, 2028.

Industry Context

This Form 4 filing is a standard regulatory disclosure of insider transactions and executive compensation related to a departure. It does not provide broader industry context or competitive analysis. Executive departures are common across all industries, and their impact depends on the criticality of the role and the company's succession planning.

Comparison to Industry Standards

• This document is a standard SEC Form 4 filing, which is a regulatory requirement for reporting changes in beneficial ownership by company insiders.
• The accelerated vesting of equity awards upon executive departure is a common practice in executive compensation packages across various industries, often outlined in employment agreements or severance policies.
• The specific terms of vesting and settlement are company-specific and depend on the individual's contract and the board's discretion. There are no specific comparable companies, projects, or results mentioned in this filing to benchmark against.

Management Changes

Stakeholder Impact

• Shareholders: May react to the departure of a key executive, potentially impacting stock price due to perceived loss of leadership or strategic direction.
• Employees: May experience uncertainty or changes in reporting structures within the supply chain division.
• Customers/Suppliers: Potential for minor operational adjustments depending on the transition plan for the Chief Supply Chain Officer role.

Next Steps

• Mativ Holdings, Inc. will likely need to announce a replacement or interim plan for the Chief Supply Chain Officer role to ensure continuity of supply chain operations.

Key Dates

Recommendation

Keywords

Mativ Holdings, MATV, SEC Form 4, Andrew Downard, Chief Supply Chain Officer, Restricted Stock Units, RSU vesting, Executive Departure, Insider Transaction, Equity Compensation