Mativ Holdings Inc

01/21/2026 | Press release | Distributed by Public on 01/21/2026 17:50

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
(Print or Type Responses)
1. Name and Address of Reporting Person *
Weitzel Gregory Thomas
2. Issuer Name and Ticker or Trading Symbol
Mativ Holdings, Inc. [MATV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CFO
(Last) (First) (Middle)
100 KIMBALL PLACE, SUITE 600
3. Date of Earliest Transaction (Month/Day/Year)
01/16/2026
(Street)
ALPHARETTA, GA 30009
4. If Amendment, Date 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
(City) (State) (Zip)
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
Common Stock 01/16/2026 M 2,159 A $ 0 (1) 46,145 D
Common Stock 01/16/2026 D 2,159 D $12.53(1) 43,986 D
Common Stock 01/16/2026 M 564 A $ 0 (2) 44,550 D
Common Stock 01/16/2026 D 564 D $12.53(2) 43,986 D
Common Stock 01/16/2026 M 6,149 A $ 0 (3) 50,135 D
Common Stock 01/16/2026 F 2,648 D $12.53(3)(4) 47,487 D
Common Stock 01/16/2026 F 2,798 D $12.53(5) 44,689 D
Common Stock 01/16/2026 D 26,167 D $ 0 (5)(6) 18,522 D
Common Stock 01/16/2026 A 2,351 A $ 0 (7) 20,873 D
Common Stock 01/16/2026 D 2,351 D $12.53(7)(8) 18,522 D
Common Stock 01/16/2026 A 9,003 A $ 0 (9) 27,525 D
Common Stock 01/16/2026 D 9,003 D $12.53(9)(10) 18,522 D
Common Stock 01/16/2026 A 27,514 A $ 0 (11) 46,036 D
Common Stock 01/16/2026 F 9,027 D $12.53(11)(12) 37,009 D
Common Stock 01/16/2026 A 24,118 A $ 0 (13) 61,127 D
Common Stock 01/16/2026 F 7,260 D $12.53(13)(14) 53,867 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Units (1) 01/16/2026 M 2,254 (1) (1) Common Stock 2,254 (1) 0 D
Restricted Stock Units (2) 01/16/2026 M 589 (2) (2) Common Stock 589 (2) 0 D
Restricted Stock Units (3) 01/16/2026 M 14,022 (3) (3) Common Stock 14,022 (3) 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Weitzel Gregory Thomas
100 KIMBALL PLACE
SUITE 600
ALPHARETTA, GA 30009
CFO

Signatures

Brian Park, attorney-in-fact for Gregory Weitzel, principal 01/21/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On February 16, 2023, the reporting person was granted 6,762 restricted stock units subject to time vesting ("RSUs"). Such RSUs vest in three equal annual installments beginning on February 16, 2024 and each anniversary thereafter. Each RSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. The reporting person separated from Mativ Holdings, Inc. (the "Issuer") and ceased to serve as its Chief Financial Officer effective December 31, 2025 (the "Separation"). Pursuant to the terms of the Separation, 2,159 RSUs were vested on January 16, 2026 (the "Settlement Date") and paid in cash on January 20, 2026. 95 RSUs remained unvested and were forfeited by the reporting person, and no shares will be issued with respect to any portion of the unvested award.
(2) On February 16, 2023, the reporting person was granted 1,765 RSUs. Such RSUs vest in three equal annual installments beginning on February 16, 2024, and each anniversary thereafter. Each RSU represents a right to receive one share of the common stock of the Issuer and/or cash upon vesting. Pursuant to the terms of the Separation, 564 RSUs were vested on the Settlement Date and paid in cash on January 20, 2026. 25 RSUs remained unvested and were forfeited by the reporting person, and no shares will be issued with respect to any portion of the unvested award.
(3) On April 26, 2024, the reporting person was granted 21,033 RSUs. Such RSUs vest in three equal annual installments beginning on February 13, 2025, and each anniversary thereafter. Each RSU represents a right to receive one share of the common stock of the issuer upon vesting. Pursuant to the terms of the Separation, 8,797 RSUs were vested in shares on the Settlement Date, 2,648 of such vested shares were withheld to satisfy tax withholding obligations, and the remaining 6,149 of such vested shares issued to the reporting person.
(4) These shares represent the shares withheld to satisfy tax withholding obligations arising from the prorated vesting of RSUs granted on April 26, 2024.
(5) On March 19, 2025, the reporting person was granted 35,461 RSUs (as disclosed in Table I on the reporting person's Form 4 filed with the Commission on March 21, 2025). Such RSUs vest in three equal annual installments beginning on March 19, 2026, and each anniversary thereafter. Each RSU represents a right to receive one share of the common stock of the issuer upon vesting. Pursuant to the terms of the Separation, 9,294 RSUs were vested in shares on the Settlement Date, 2,798 of such vested shares were withheld to satisfy tax withholding obligations, and the remaining 6,496 of such vested shares issued to the reporting person. 26,167 RSUs remained unvested and were forfeited by the reporting person, and no shares will be issued with respect to any portion of the unvested award.
(6) These shares represent shares that remained unvested and were forfeited by the reporting person for RSUs granted on March 19, 2025.
(7) On February 16, 2023, the reporting person was granted a target number of 2,648 restricted stock units subject to performance and time-based vesting ("PSUs"). Each PSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. Pursuant to the terms of the Separation, 2,351 PSUs were vested on the Settlement Date and paid in cash on January 20, 2026.
(8) The transaction reflects the cash settlement of 2,351 vested PSUs.
(9) On February 16, 2023, the reporting person was granted a target number of 10,142 PSUs. Each PSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. Pursuant to the terms of the Separation, 9,003 PSUs were vested on the Settlement Date and paid in cash on January 20, 2026.
(10) The transaction reflects the cash settlement of 9,003 vested PSUs.
(11) On April 26, 2024, the reporting person was granted a target number of 31,550 PSUs. Each PSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. Pursuant to the terms of the Separation, the reporting person was entitled to 27,514 PSUs were vested on the Settlement Date.
(12) These shares represent the shares withheld to satisfy tax withholding obligations arising from the prorated vesting of PSUs granted on April 26, 2024.
(13) On March 19, 2025, the reporting person was granted a target number of 53,191 PSUs. Each PSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. Pursuant to the terms of the Separation, 24,118 PSUs were vested on the Settlement Date.
(14) These shares represent the shares withheld to satisfy tax withholding obligations arising from the prorated vesting of PSUs granted on March 19, 2025.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Mativ Holdings Inc published this content on January 21, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 21, 2026 at 23:50 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]