Sec Form 4 Filing - Weitzel Gregory Thomas @ Mativ Holdings, Inc. - 2023-04-02

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 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 (MM/DD/YY) 04/02/2023 (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 04/14/2023 M 860 A $ 0 ( 1 ) 860 ( 2 ) D Common Stock 04/14/2023 F 388 D $ 21.4 ( 1 ) ( 3 ) 472 ( 2 ) D Common Stock 01/26/2024 M 290 A $ 0 ( 4 ) 762 ( 2 ) ( 5 ) D Common Stock 01/26/2024 F 103 D $ 13.38 ( 3 ) ( 4 ) 659 ( 2 ) ( 5 ) D Common Stock 02/16/2024 M 2,843 A $ 0 ( 6 ) 4,586 ( 2 ) ( 7 ) ( 8 ) D Common Stock 02/16/2024 D 2,843 D $ 12.73 ( 6 ) ( 9 ) 1,744 ( 2 ) ( 7 ) ( 8 ) D Common Stock 04/14/2024 M 861 A $ 0 ( 1 ) 2,605 ( 2 ) ( 8 ) ( 10 ) D Common Stock 04/14/2024 F 252 D $ 17.42 ( 1 ) ( 3 ) 2,353 ( 2 ) ( 8 ) ( 10 ) D Common Stock 01/26/2025 M 2,039 A $ 0 ( 11 ) 3,920 ( 2 ) ( 8 ) D Common Stock 01/26/2025 F 722 D $ 9.7 ( 3 ) ( 11 ) 3,198 ( 2 ) ( 8 ) D Common Stock 01/26/2025 M 294 A $ 0 ( 4 ) 3,492 ( 2 ) ( 8 ) D Common Stock 01/26/2025 F 105 D $ 9.7 ( 3 ) ( 4 ) 3,387 ( 2 ) ( 8 ) D Common Stock 02/13/2025 M 7,011 A $ 0 ( 12 ) 10,398 ( 2 ) ( 8 ) D Common Stock 02/13/2025 F 2,482 D $ 8.79 ( 3 ) ( 12 ) 7,916 ( 2 ) ( 8 ) D Common Stock 02/16/2025 M 2,843 A $ 0 ( 6 ) 10,758 ( 2 ) ( 8 ) D Common Stock 02/16/2025 D 2,843 D $ 9.1 ( 6 ) ( 9 ) 7,916 ( 2 ) ( 8 ) 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 ( 11 ) 04/02/2023 A 2,039 ( 11 ) ( 11 ) ( 11 ) Common Stock 2,039 ( 11 ) 2,039 ( 13 ) D Restricted Stock Units ( 11 ) 01/26/2025 M 2,039 ( 11 ) ( 11 ) ( 11 ) Common Stock 2,039 ( 11 ) 0 D Restricted Stock Units ( 4 ) 04/02/2023 A 584 ( 4 ) ( 4 ) ( 4 ) Common Stock 584 ( 4 ) 584 D Restricted Stock Units ( 4 ) 01/26/2024 M 290 ( 4 ) ( 4 ) ( 4 ) Common Stock 290 ( 4 ) 294 ( 5 ) D Restricted Stock Units ( 4 ) 01/26/2025 M 294 ( 4 ) ( 4 ) ( 4 ) Common Stock 294 ( 4 ) 0 D Restricted Stock Units ( 12 ) 04/26/2024 A 21,033 ( 12 ) ( 12 ) ( 12 ) Common Stock 21,033 ( 12 ) 21,033 D Restricted Stock Units ( 12 ) 02/13/2025 M 7,011 ( 12 ) ( 12 ) ( 12 ) Common Stock 7,011 ( 12 ) 14,022 D Restricted Stock Units ( 6 ) 04/02/2023 A 8,527 ( 6 ) ( 6 ) ( 6 ) Common Stock 8,527 ( 6 ) 8,527 ( 13 ) D Restricted Stock Units ( 6 ) 02/16/2024 M 2,843 ( 6 ) ( 6 ) ( 6 ) Common Stock 2,843 ( 6 ) 5,685 ( 7 ) D Restricted Stock Units ( 6 ) 02/16/2025 M 2,843 ( 6 ) ( 6 ) ( 6 ) Common Stock 2,843 ( 6 ) 2,842 D Restricted Stock Units ( 1 ) 04/02/2023 A 2,582 ( 1 ) ( 1 ) ( 1 ) Common Stock 2,582 ( 1 ) 2,582 ( 13 ) D Restricted Stock Units ( 1 ) 04/14/2023 M 860 ( 1 ) ( 1 ) ( 1 ) Common Stock 860 ( 1 ) 1,722 D Restricted Stock Units ( 1 ) 04/14/2024 M 861 ( 1 ) ( 1 ) ( 1 ) Common Stock 861 ( 1 ) 861 ( 10 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Weitzel Gregory Thomas 100 KIMBALL PLACE SUITE 600 ALPHARETTA, GA30009 CFO Signatures /s/ Honor Winks, attorney-in-fact for Gregory Weitzel, principal 03/14/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 14, 2022, the reporting person was granted 2,582 RSUs subject to time vesting. Such RSUs vest in three equal annual installments beginning on April 14, 2022 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. 860 RSUs vested on April 14, 2023 and 861 RSUs vested on each of April 14, 2024. ( 10 )The transaction reflects the re-reporting of the vesting of 861 RSUs previously reported on the reporting person's Form 4 filed April 16, 2024. The transaction also reflects shares withheld to satisfy tax withholding obligation arising upon the vesting of RSUs. ( 11 )On January 26, 2022, the reporting person was granted 2,039 restricted stock units ("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. 2,039 RSUs vested on February 16, 2025. ( 12 )On April 26, 2024, the reporting person was granted 21,033 RSUs subject to time vesting. 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 and/or cash upon vesting. 7,011 RSUs vested on February 13, 2025. ( 13 )These RSUs were incorrectly reported in Table I instead of Table II on the reporting person's Form 3 filed on April 1, 2024. ( 2 )The reporting person's number of shares of common stock owned was previously overstated by 30,934 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 April 12, 2023 and April 30, 2024. ( 3 )Shares withheld to satisfy tax withholding obligation arising upon the vesting of RSUs. ( 4 )On January 26, 2022, the reporting person was granted 874 RSUs subject to time vesting. Such RSUs vest in three approximately 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. 290 RSUs vested on January 26, 2024 and 294 RSUs vested on January 26, 2025. ( 5 )The transaction reflects the re-reporting of the vesting of 290 RSUs previously reported on the reporting person's Form 4 filed January 31, 2024. The transaction also reflects shares withheld to satisfy tax withholding obligation arising upon the vesting of RSUs. ( 6 )On February 16, 2023, the reporting person was granted 8,527 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. 2,843 RSUs vested on each of February 16, 2024 and 2025. ( 7 )The transaction reflects the re-reporting of the vesting of 2,843 RSUs previously reported on the reporting person's Form 4 filed February 20, 2024. The transaction also reflects the cash settlement of 2,843 vested RSUs. ( 8 )The transaction reflects shares withheld to satisfy tax withholding obligation arising upon the vesting of RSUs reported on the reporting person's Form 4 filed on February 6, 2024. ( 9 )The transaction reflects the cash settlement of 2,843 vested RSUs on each of February 16, 2024 and 2025.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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