Andrew Downard - 01 Jul 2025 Form 4 Insider Report for Mativ Holdings, Inc. (MATV)

Role: Chief Supply Chain Officer
Signature: /s/ Mark Johnson, attorney-in-fact for Andrew Downard, principal
Issuer symbol: MATV
Transactions as of: 01 Jul 2025
Transactions value $: -$61,919
Form type: 4
Filing time: 02 Jul 2025, 18:33:00 UTC
Previous filing: 21 Mar 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Downard Andrew	Chief Supply Chain Officer	100 KIMBALL PLACE, SUITE 600, ALPHARETTA	/s/ Mark Johnson, attorney-in-fact for Andrew Downard, principal	02 Jul 2025	0002013794

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MATV	Common Stock	Options Exercise	$0	+1.2K	+5.8%	$0.00	21.9K	01 Jul 2025	Direct	F1, F2
transaction	MATV	Common Stock	Disposed to Issuer	-$8.18K	-1.2K	-5.48%	$6.82	20.7K	01 Jul 2025	Direct	F1, F3
transaction	MATV	Common Stock	Options Exercise	$0	+8.36K	+40.41%	$0.00	29.1K	01 Jul 2025	Direct	F4
transaction	MATV	Common Stock	Tax liability	-$17.2K	-2.52K	-8.66%	$6.82	26.5K	01 Jul 2025	Direct	F4, F5
transaction	MATV	Common Stock	Tax liability	-$36.6K	-5.36K	-20.2%	$6.82	21.2K	01 Jul 2025	Direct	F5, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MATV	RSU	Options Exercise		-1.2K	-100%		0	01 Jul 2025	Common Stock	1.2K		Direct	F1
transaction	MATV	RSU	Options Exercise		-8.36K	-100%		0	01 Jul 2025	Common Stock	8.36K		Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Andrew Downard is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	The balance was adjusted to account for the over reporting of 82 shares on March 14, 2025.
F3	The transaction reflects the accelerated cash settlement of 1,200 vested RSUs on July 1, 2025.
F4	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.
F5	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.
F6	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.