Sec Form 3 Filing - Babe G. Brandon @ MATTHEWS INTERNATIONAL CORP - 2026-04-30

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Babe G. Brandon
2. Issuer Name and Ticker or Trading Symbol
MATTHEWS INTERNATIONAL CORP [ MATW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, Engineering
(Last) (First) (Middle)
TWO NORTHSHORE CENTER
3. Date of Earliest Transaction (MM/DD/YY)
04/30/2026
(Street)
PITTSBURGH, PA15212
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
Class A Common Stock 9,367 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 Share Units $ 0 ( 1 ) ( 1 ) Class A Common Stock 26,000 D
Restricted Share Units $ 0 ( 2 ) ( 2 ) Class A Common Stock 12,500 D
Restricted Share Units $ 0 ( 3 ) ( 3 ) Class A Common Stock 10,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Babe G. Brandon
TWO NORTHSHORE CENTER
PITTSBURGH, PA15212
President, Engineering
Signatures
/s/ Brian D. Walters (Attorney-in-Fact) 05/04/2026
Signature of Reporting Person Date
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.

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