MATTHEWS INTERNATIONAL CORP — Director's Dealing 2024

Nov 20, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTHEWS INTERNATIONAL CORP (MATW)
CIK: 0000063296
Period of Report: 2024-11-17

Reporting Person: Walters Brian D (SVP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-11-17	Class A Common Stock	M	17900	—	Acquired	77370	Direct
2024-11-17	Class A Common Stock	F	7837	$23.76	Disposed	69533	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-11-17	Restricted Share Units	$0	M	17900	Disposed		Class A Common Stock (17900)	Direct
2024-11-18	Restricted Share Units	$0	A	25000	Acquired		Class A Common Stock (25000)	Direct

Footnotes

F1: On November 17, 2024, the vesting date, the time-based restricted share units converted into an equal number of shares of the Company's Class A common stock.

F2: Sale of shares to the registrant to cover tax withholding on the vesting of restricted share units.

F3: Award of restricted share units under the Company's Amended and Restated 2017 Equity Incentive Plan (the "Plan"), subject to the agreement entered into under the Plan. Each restricted share unit represents a contingent right to receive shares of the Company's common stock as described below.

F4: In general, 40% of the grant vests on November 18, 2027; 30% of the grant vests at target based upon the Company achieving certain metrics based on Return on Invested Capital ("ROIC"); and 30% of the grant vests at target based upon stock price appreciation for the Company's common stock. Vesting of all units are generally subject to continuing employment through November 18, 2027. Upon vesting, time-based units will be converted to an equal number of shares of the Company's common stock; performance based units will be converted to the Company's common stock using a factor ranging from 50% to 200% based upon the level of achievement of the performance thresholds related to the above targets. Performance related units that do not achieve the ROIC or stock price appreciation thresholds by the end of the performance period will be forfeited.