Form 4: Mativ Holdings CLO Sells Shares After RSU Vesting

Mativ Holdings' Chief Legal Officer, Mark W. Johnson, reported the vesting and subsequent cash settlement of 6,443 restricted stock units on September 1, 2025.

Summary

• Mark W. Johnson, CLO and Corporate Secretary of Mativ Holdings, Inc. (MATV), reported transactions on September 1, 2025.
• 6,443 restricted stock units (RSUs) vested, which were part of a grant of 19,330 RSUs on September 20, 2023.
• These RSUs vest in three equal annual installments, with the first on September 1, 2024, and subsequent anniversaries.
• Upon vesting, 6,443 shares of common stock were acquired at a price of $0.00.
• Concurrently, 6,443 shares of common stock were disposed of through a cash settlement at a price of $12.57 per share.
• Following these transactions, Mr. Johnson directly beneficially owns 123,608 shares of common stock and 6,444 derivative restricted stock units.

Sentiment

Score: 5

Explanation: This Form 4 reports a routine, pre-scheduled vesting and cash settlement of restricted stock units by an executive. It does not provide new fundamental information about the company's performance, strategy, or financial health that would significantly alter investor sentiment, thus indicating a neutral impact.

Positives

• The vesting of restricted stock units demonstrates the execution of the company's long-term incentive compensation plan for executives.
• Equity compensation aligns executive interests with shareholder value over time.

Negatives

• The disposition of 6,443 shares, even for cash settlement, represents a reduction in the executive's direct equity ownership in the company.

Future Outlook

This Form 4 filing, reporting a routine insider transaction, does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• "The undersigned hereby makes, constitutes and appoints each of Greg Weitzel, Brian Park, or either of them acting individually, and with full power of substitution, the undersigned's true and lawful agents and attorneys-in-fact..."
• "Each Attorney shall have the power and authority to prepare, execute, deliver and file Statements of Changes of Beneficial Ownership of Securities on Form 3, Form 4 or Form 5..."

Industry Context

The vesting and subsequent cash settlement of restricted stock units is a common practice in executive compensation across various industries, designed to incentivize long-term performance and retain key personnel. This transaction is consistent with standard corporate governance and compensation practices for publicly traded companies.

Comparison to Industry Standards

• This transaction is a standard component of executive equity compensation plans, similar to those observed at comparable companies in the specialty materials or manufacturing sectors.
• Executives at companies like Avery Dennison (AVY) or H.B. Fuller (FUL) often have similar RSU programs that involve periodic vesting and potential sell-to-cover or cash settlement transactions.
• The specific grant size and vesting schedule are typical for an executive at this level within a company of Mativ Holdings' market capitalization.

Corporate Governance

Related Party Transactions

• The RSU grant and vesting are part of an established executive compensation plan, which is a routine and disclosed related-party transaction.

Stakeholder Impact

• Shareholders: Provides transparency regarding executive equity ownership and compensation, confirming the execution of established incentive plans. No direct impact on company operations or financial performance.
• Management: The transaction is a routine part of the Chief Legal Officer's compensation, reflecting the realization of equity incentives.

Next Steps

• Remaining restricted stock units will continue to vest in equal annual installments on September 1, 2026, and September 1, 2027.

Key Dates

Recommendation

This Form 4 reports a routine, pre-scheduled vesting and cash settlement of restricted stock units by an executive. It does not provide new fundamental information about Mativ Holdings' operational performance, strategic direction, or financial health that would warrant a change in investment thesis. Therefore, a "hold" recommendation is appropriate as it reflects no new material information to alter existing positions.

Keywords

Mativ Holdings, MATV, Mark W. Johnson, Form 4, insider transaction, RSU, restricted stock units, equity compensation, CLO, corporate secretary