| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/30/2026 |
3. Issuer Name and Ticker or Trading Symbol
MATTHEWS INTERNATIONAL CORP [ MATW ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Class A Common Stock | 9,367 | D |
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Share Units | (1) | (1) | Class A Common Stock | 26,000 | 0 | D | |
| Restricted Share Units | (2) | (2) | Class A Common Stock | 12,500 | 0 | D | |
| Restricted Share Units | (3) | (3) | Class A Common Stock | 10,000 | 0 | D | |
| Explanation of Responses: |
| 1. In general, the grant vests at target based upon a division in the Company achieving certain metrics based on adjusted EBITDA through November 17, 2026. Vesting of performance-based units are generally subject to continuing employment through November 17, 2026. Upon vesting, performance-based units will be converted to the Company's common stock using a factor ranging from 10% to 100% based upon the level of achievement of the adjusted EBITDA performance thresholds. Performance related units that do not achieve the adjusted EBITDA thresholds by the end of the performance period will be forfeited. |
| 2. Award includes 5,000 of time-based restricted share units, which vest on November 18, 2027. Award also includes 7,500 of restricted shares units of which, 40% vests on November 18, 2027; 30% vests at target based upon the Company achieving certain metrics based on Return on Invested Capital ("ROIC"); and 30% vests at target based upon stock price appreciation thresholds 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. |
| 3. The grant of time-based units vests on November 17, 2028. Upon vesting, the time-based units will be converted to an equal number of shares of the Company's common stock. |
| Remarks: |
| The Power of Attorney dated April 16, 2026 is filed herewith. |
| /s/ Brian D. Walters (Attorney-in-Fact) | 05/04/2026 | |
| ** Signature of Reporting Person | Date |
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.