Chadwick Shelly Marie 4

What Happened

• Shelly Chadwick, Vice President, Finance & Chief Financial Officer of MATERION Corp (MTRN), exercised stock appreciation rights (SARs) on Feb 18, 2026 and received 10,696 shares in total. The exercises show acquisition entries of 5,785 shares at $68.82 ($398,124) and 4,911 shares at $80.85 ($397,054) — combined exercise cost about $795,178.
• To satisfy tax withholding, 6,720 shares were disposed (3,503 shares at $157.01 = $550,006 and 3,217 shares at $156.66 = $503,975), and 225 shares were gifted. The filings also show the SAR awards extinguished (derivative disposal entries at $0) upon conversion.

Key Details

• Transaction date: Feb 18, 2026; Form 4 filed Feb 20, 2026 (report covers Feb 18 transactions).
• Exercise (M): 5,785 shares @ $68.82 (acquired, $398,124) and 4,911 shares @ $80.85 (acquired, $397,054).
• Tax withholding (F): 3,503 shares sold @ $157.01 ($550,006) and 3,217 shares sold @ $156.66 ($503,975).
• Gift (G): 225 shares transferred.
• Derivative extinguished: corresponding SAR entries for 5,785 and 4,911 shares show disposal at $0 (standard when SARs are settled).
• Net result from these transactions: exercised 10,696 shares − 6,720 shares withheld − 225 gifted = approximately 3,751 shares retained by the insider (filing does not state total shares owned after the transactions).
• Footnotes: F1 & F2 indicate the SARs vested in three equal annual installments beginning Feb 17, 2022 and Mar 1, 2023, respectively.
• Filing timeliness: Form 4 was filed two days after the transaction date; no late-filing flag noted in the filing.

Context

• These were exercises of SARs (derivative awards) rather than open-market purchases. The transaction included a sell-to-cover (withholding) for taxes — a common administrative step that does not necessarily indicate a change in insider sentiment.
• The gift (225 shares) is a non-trading transfer and generally should not be interpreted as a market signal.