JOHNSON MARK W 4

What Happened

• Mark W. Johnson, Chief Legal Officer and Corporate Secretary of Mativ Holdings, had 6,888 restricted stock units (RSUs) vest on Feb 13, 2026. The RSUs converted into 6,888 shares (recorded as an exercise/conversion of a derivative, code M) at $0 cost to him. To satisfy tax withholding, 2,439 of those shares were withheld/disposed (code F) at $14.52 per share, generating $35,414. Net shares retained by Johnson from this vesting: 4,449.

Key Details

• Transaction date: 2026-02-13; filing date: 2026-02-18 (timely — filed within the required two business days).
• Conversion/award: 6,888 RSUs vested and converted into 6,888 shares (code M, $0 acquisition cost recorded).
• Tax withholding/disposition: 2,439 shares withheld at $14.52 per share for $35,414 (code F).
• Net change: +4,449 shares retained after withholding. Total shares owned after the transaction are not specified in the provided data.
• Footnotes: The RSUs were part of a 20,664 RSU grant on April 26, 2024, vesting in three equal annual installments beginning Feb 13, 2025; 6,888 RSUs vested on Feb 13, 2026. Shares were withheld specifically to satisfy the tax withholding obligation (footnotes F1 & F2).
• Transaction codes explained: M = exercise/conversion of derivative (RSU conversion); F = shares withheld for tax withholding.

Context

• This was a scheduled vesting of RSUs (an award), not an open-market purchase or sale. Withholding shares to cover taxes is a common administrative step and does not necessarily indicate a change in the insider’s market view. The filing appears timely based on the transaction and filing dates.