Item 5. Other Information
ITEM 5. OTHER INFORMATION
(c) Trading Plans: During the quarter ended June 30, 2025, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements except as described below.
On May 8, 2025, Matthew J. Cox, Chairman and Chief Executive Officer, amended a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (previously adopted on February 28, 2025) to sell up to 29,856 shares of Matson common stock through December 8, 2025, subject to certain pricing and other conditions.
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ITEM 6. EXHIBITS
10.1 *,**
Letter Agreement Counter Parties
10.2 *,**
Consulting Agreement with R. Rolfe
10.3 **
Third Amended and Restated Credit Agreement among Matson, Inc., Bank of America, N.A. as the Agent, and the lenders thereto, dated as of July 23, 2025
10.4 **
Amendment to Third Amended and Restated Note Purchase Agreement and Private Shelf Agreement, dated as of July 23, 2025
10.5 **
Amendment to Note Purchase Agreement dated December 21, 2016, dated as of July 23, 2025
10.6 *
Matson, Inc. 2025 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of Matson’s Form 8-K dated April 28, 2025).
10.7 *,**
Form of 2025 Plan Performance Share Award Agreement (ROIC metric) for Executive Employees
10.8 *,**
Form of 2025 Plan Performance Share Award Agreement (TSR metric) for Executive Employees
10.9 *,**
Form of 2025 Plan Performance Share Award Agreement for Non-Executive Employees
10.10 *,**
Form of 2025 Plan Time-Based Restricted Stock Unit Award Agreement for Executive Employees
10.11 *,**
Form of 2025 Plan Time-Based Restricted Stock Unit Award Agreement for Non-Executive Employees
10.12 *,**
Form of 2025 Plan Restricted Stock Unit Award Agreement for Non-Employee Directors (Deferral Election)
10.13 *,**
Form of 2025 Plan Restricted Stock Unit Award Agreement for Non-Employee Directors (No Deferral)
31.1 **
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
31.2 **
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
32 ***
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
101.INS **
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH **
Inline XBRL Taxonomy Extension Schema Document
101.CAL **
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **
Inline XBRL Taxonomy Extension Label Linkbase Document
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101.PRE **
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 **
Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101).
* Indicates management contract or compensatory plan or arrangement.
** Filed herewith.
*** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
MATSON, INC.
(Registrant)
Date: August 1, 2025
/s/ Joel M. Wine
Joel M. Wine
Executive Vice President and
Chief Financial Officer
(principal financial officer)
Date: August 1, 2025
/s/ Kevin L. Stuck
Kevin L. Stuck
Vice President and Controller
(principal accounting officer)
31