Sec Form 4 Filing - Elwart Ryan Michael @ Mativ Holdings, Inc. - 2024-04-26

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 Elwart Ryan Michael 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) Group President, SAS (Last) (First) (Middle) 100 KIMBALL PLACE, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 04/26/2024 (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 02/13/2025 M 7,380 A $ 0 ( 1 ) 7,380 ( 2 ) D Common Stock 02/13/2025 F 2,613 D $ 8.79 ( 1 ) ( 3 ) 4,767 ( 2 ) 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 ) 04/26/2024 A 22,140 ( 1 ) ( 1 ) ( 1 ) Common Stock 22,140 ( 1 ) 22,140 ( 4 ) D Restricted Stock Units ( 1 ) 02/13/2025 M 7,380 ( 1 ) ( 1 ) ( 1 ) Common Stock 4,182 ( 1 ) 14,760 D Restricted Stock Units ( 5 ) 04/26/2024 A 22,140 ( 5 ) ( 5 ) ( 5 ) Common Stock 22,140 ( 5 ) 22,140 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Elwart Ryan Michael 100 KIMBALL PLACE SUITE 600 ALPHARETTA, GA30009 Group President, SAS Signatures /s/ Mark W. Johnson, attorney-in-fact for Ryan Elwart, principal 03/14/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 26, 2024, the reporting person was granted 22,140 restricted stock units ("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. 7,380 RSUs vested on February 13, 2025. ( 2 )The reporting person's number of shares of common stock owned was previously overstated by 44,280 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 filed on April 30, 2024. ( 3 )Shares withheld to satisfy tax withholding obligation arising upon the vesting of RSUs. ( 4 )These RSUs were incorrectly disclosed in Table I on the reporting person's Form 4 filed on April 30, 2024. ( 5 )On April 26, 2024, the reporting person was granted 22,140 RSUs subject to time vesting. Such RSUs vest in two equal annual installments beginning on April 26, 2025 and the anniversary thereafter. Each RSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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