Sec Form 4 Filing - Schertell Julie @ Mativ Holdings, Inc. - 2023-02-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Schertell Julie 2. Issuer Name and Ticker or Trading Symbol Mativ Holdings, Inc. [ MATV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, CEO (Last) (First) (Middle) MATIV HOLDINGS, INC., 100 KIMBALL PLACE, STE 600 3. Date of Earliest Transaction (MM/DD/YY) 02/16/2023 (Street) ALPHARETTA, GA30009 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/16/2024 M 16,038 A $ 0 ( 1 ) 227,478 ( 2 ) D Common Stock 02/16/2024 D 16,038 D $ 12.73 ( 1 ) 211,440 ( 2 ) D Common Stock 02/25/2025 M 113,916 A $ 0 ( 3 ) 313,356 ( 2 ) ( 4 ) D Common Stock 02/25/2025 D 113,916 D $ 10.97 ( 5 ) ( 6 ) 199,440 ( 2 ) ( 4 ) D Common Stock 01/26/2025 A 5,906 A $ 0 ( 7 ) 205,346 ( 2 ) D Common Stock 01/26/2025 F 2,664 D $ 9.7 ( 7 ) ( 8 ) 202,682 ( 2 ) D Common Stock 01/26/2025 A 41,341 A $ 0 ( 9 ) 244,023 ( 2 ) ( 4 ) D Common Stock 01/26/2025 F 18,623 D $ 8.79 ( 8 ) ( 9 ) 225,400 ( 2 ) ( 4 ) D Common Stock 02/13/2025 M 31,756 A $ 0 ( 10 ) 257,156 ( 2 ) ( 4 ) D Common Stock 02/13/2025 F 14,298 D $ 8.79 ( 8 ) ( 10 ) 242,858 ( 2 ) ( 4 ) D Common Stock 02/16/2025 M 16,038 A $ 0 ( 5 ) 258,896 ( 2 ) ( 4 ) D Common Stock 02/16/2025 D 16,038 D $ 9.1 ( 5 ) ( 6 ) 242,858 ( 2 ) ( 4 ) D Common Stock 03/11/2025 M 1,069 A $ 0 ( 1 ) 243,927 D Common Stock 03/11/2025 F 483 D $ 6.87 ( 1 ) ( 8 ) 243,444 D Common Stock 03/11/2025 M 22,776 A $ 0 ( 10 ) 266,220 D Common Stock 03/11/2025 F 10,272 D $ 6.87 ( 8 ) ( 10 ) 255,948 D Common Stock 03/11/2025 A 26,102 A $ 0 ( 11 ) 282,050 D Common Stock 03/11/2025 F 11,773 D $ 6.87 ( 8 ) ( 11 ) 270,277 D Common Stock 03/11/2025 A 53,805 A $ 0 ( 12 ) 324,082 D Common Stock 03/11/2025 F 24,235 D $ 6.87 ( 8 ) ( 11 ) 299,847 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 ) 02/16/2023 A 48,116 ( 1 ) ( 1 ) ( 1 ) Common Stock 48,116 ( 1 ) 48,116 ( 13 ) D Restricted Stock Units ( 1 ) 02/16/2024 M 16,038 ( 1 ) ( 1 ) ( 1 ) Common Stock 16,038 ( 1 ) 32,076 ( 13 ) D Restricted Stock Units ( 1 ) 02/16/2025 M 16,038 ( 1 ) ( 1 ) ( 1 ) Common Stock 16,038 ( 1 ) 16,038 D Restricted Stock Units ( 1 ) 03/11/2025 M 1,069 ( 1 ) ( 1 ) ( 1 ) Common Stock 1,069 ( 1 ) 0 ( 14 ) D Restricted Stock Units ( 10 ) 04/26/2024 A 95,269 ( 10 ) ( 10 ) ( 10 ) Common Stock 95,269 ( 10 ) 95,589 ( 15 ) D Restricted Stock Units ( 10 ) 02/13/2025 M 31,756 ( 10 ) ( 10 ) ( 10 ) Common Stock 31,756 ( 10 ) 63,513 D Restricted Stock Units ( 10 ) 02/13/2025 M 22,776 ( 10 ) ( 10 ) ( 10 ) Common Stock 22,776 ( 10 ) 0 ( 14 ) D Restricted Stock Units ( 5 ) 02/25/2025 A 113,916 ( 5 ) ( 5 ) ( 5 ) Common Stock 113,916 ( 5 ) 113,916 D Restricted Stock Units ( 5 ) 02/25/2025 M 113,916 ( 5 ) ( 5 ) ( 5 ) Common Stock 113,916 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schertell Julie MATIV HOLDINGS, INC. 100 KIMBALL PLACE, STE 600 ALPHARETTA, GA30009 X President, CEO Signatures /s/ Mark W. Johnson, attorney-in-fact for Julie Schertell, principal 03/14/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 16, 2023, the reporting person was granted 48,114 restricted stock units ("RSUs") subject to time vesting. 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. 16,038 RSUs vested on each of February 16, 2024 and 2025. The transaction reflects the cash settlement of 16,038 vested RSUs on each of February 16, 2024 and 2025. ( 2 )The reporting person's number of shares of common stock owned was previously overstated by 84,541 shares due to a number of RSUs that should have been reported in Table II instead of Table I on the reporting person's Form 4 documents filed on March 7, 2023 and April 30, 2024. ( 3 )On October 4, 2022, the reporting person was granted a target number of 75,944 RSUs subject to performance and time-based vesting. On February 25, 2025, the Compensation Committee of the issuer determined that based on the issuer's performance between July 2022 and December 2024, 150% of the target number of RSUs vested on performance-based vesting requirements. Each RSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. ( 4 )The amount of securities beneficially owned from this transaction reflects the sale of 12,000 shares of common stock of the issuer previously disclosed on the reporting person's Form 4 filed on August 16, 2024. ( 5 )On October 4, 2022, the reporting person was granted a target number of 75,944 RSUs subject to performance and time-based vesting. [On December 31, 2024, the [Compensation Committee] of the issuer determined that based on the issuer's fiscal year 2023 and 2024 performance, 150% of the target number of RSUs vested on performance-based vesting requirements. The 113,916 RSUs had a vesting date of January 6, 2025, subject to continued service]. Each RSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. ( 6 )The transaction reflects the cash settlement of 113,916 vested RSUs. ( 7 )On January 26, 2022, the reporting person was granted 95,269 RSUs subject to time vesting. Such RSUs vest in three equal annual installments beginning on January 26, 2023 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. 5,906 RSUs vested on January 26, 2025. ( 8 )Shares withheld to satisfy tax withholding obligation arising upon the vesting of RSUs. ( 9 )On January 26, 2022, the reporting person was granted 41,341 RSUs subject to time vesting. Each RSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. 41,341 RSUs vested on January 26, 2025. ( 10 )On April 26, 2024, the reporting person was granted 95,269 RSUs subject to time vesting. Such RSUs vest in three equal annual installments beginning on February 16, 2025 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. 31,756 RSUs vested on February 16, 2025. ( 11 )On February 16, 2023, the reporting person was granted a target number of 72,171 RSUs subject to performance and time-based vesting. Each RSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. On March 11, 2025, upon the resignation by the reporting person as the issuer's President and Chief Executive Officer, and director, the issuer accelerated the vesting of a prorated portion of the reporting person's grant, resulting in the reporting person receiving 22,776 shares of the issuer's common stock. ( 12 )On April 26, 2024, the reporting person was granted a target number of 142,904 RSUs subject to performance and time-based vesting. Each RSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. On March 11, 2025, upon the resignation by the reporting person as the issuer's President and Chief Executive Officer, and director, the issuer accelerated the vesting of a prorated portion of the reporting person's grant, resulting in the reporting person receiving 53,805 shares of the issuer's common stock. ( 13 )The transaction reflects the re-reporting of the grant of 48,114 RSUs on February 16, 2023 and vesting of 16,038 RSUs on February 16, 2024, incorrectly included in Table I reported on the reporting person's Form 4 filed on March 7, 2023 and February 20, 2024, respectively. ( 14 )On March 11, 2025, upon the resignation by the reporting person as the issuer's President and Chief Executive Officer, and director, the issuer accelerated the vesting of certain unvested restricted stock units that are time-based, which represents a prorated portion of the reporting person's grants as of March 11, 2025. The cancellation of the remaining unvested restricted stock units is reflected as a reduction to the number of derivative securities reported in Column 9. ( 15 )The transaction reflects the re-reporting of the grant of 95,269 RSUs on April 26, 2024, incorrectly included in Table I reported on the reporting person's Form 4 filed on April 30, 2024.

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