Mativ Holdings, Inc 10-K for FY2025
Mativ Holdings, Inc. (MATV)
10-K
2026-02-26
For: 2025-12-31
View Original
Added on
April 06, 2026
About this 10-K
Mativ Holdings, Inc filed this 10-K on February 26, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.99B
- up 0.3% from $1.98B a year earlier
- Net loss
- $337.4M
- compared with a net loss of $48.7M a year earlier
- Diluted EPS
- -$6.19
- compared with -$0.90 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||
| For the fiscal year ended | |||||||||||
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
| For the transition period from __________________ to __________________ | |||||
(Commission file number)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| Suite 600 | |||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
1-770 -569-4229
(Registrant's telephone number, including area code)
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | x | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x
The aggregate market value of the outstanding common stock, par value $0.10 per share (the "Common Stock"), of the registrant held by non-affiliates as of June 30, 2025 (the last business day of the registrant's most recently completed second fiscal quarter) was $371.2 million, based on the last sale price for the Common Stock of $6.82 per share as reported on the New York Stock Exchange on said date. For purposes of the foregoing sentence only, all directors and executive officers are assumed to be affiliates.
There were 54,777,042 shares of Common Stock issued and outstanding as of February 23, 2026.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement relating to its 2026 Annual Meeting of Stockholders scheduled to be held on April 30, 2026 (the "2026 Proxy Statement") and filed pursuant to Regulation 14A are incorporated by reference into Part III of this Annual Report on Form 10-K.
MATIV HOLDINGS, INC.
TABLE OF CONTENTS
| Page | |||||||||||
| Part I. | |||||||||||
| Item 1. | Business | ||||||||||
| Item 1A. | Risk Factors | ||||||||||
| Item 1B. | Unresolved Staff Comments | ||||||||||
Item 1C. | Cybersecurity | ||||||||||
| Item 2. | Properties | ||||||||||
| Item 3. | Legal Proceedings | ||||||||||
| Item 4. | Mine Safety Disclosures | ||||||||||
| Part II. | |||||||||||
| Item 5. | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | ||||||||||
| Item 6. | Reserved | ||||||||||
| Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | ||||||||||
| Item 7A. | Quantitative and Qualitative Disclosures about Market Risk | ||||||||||
| Item 8. | Financial Statements and Supplementary Data | ||||||||||
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | ||||||||||
| Item 9A. | Controls and Procedures | ||||||||||
| Item 9B. | Other Information | ||||||||||
| Part III. | |||||||||||
| Item 10. | Directors, Executive Officers and Corporate Governance | ||||||||||
| Item 11. | Executive Compensation | ||||||||||
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | ||||||||||
| Item 13. | Certain Relationships and Related Transactions and Director Independence | ||||||||||
| Item 14. | Principal Accountant Fees and Services | ||||||||||
| Part IV. | |||||||||||
| Item 15. | Exhibits and Financial Statement Schedules | ||||||||||
| Signatures | |||||||||||
PART I.
Item 1. Business
Disclosure Regarding Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results, performance or achievements could differ materially from those projected in the forward-looking statements as a result of a number of risks, uncertainties, and other factors. For a discussion of important factors that could cause our results, performance, or achievements to differ materially from any future results, performance, or achievements expressed or implied by our forward-looking statements, refer to Part I, Item 1A “Risk Factors” and Part I, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below. Unless the context indicates otherwise, references to “Mativ,” the “Company,” “we,” “us,” “our,” or similar terms include Mativ Holdings, Inc. and our consolidated subsidiaries.
GENERAL
Background
Mativ Holdings, Inc. is a global leader in specialty materials, solving our customers’ most complex challenges by engineering bold, innovative solutions that connect, protect, and purify our world. Mativ manufactures globally through our family of business-to-business and consumer product brands. Mativ targets premium applications across diversified and growing end-markets, from filtration to healthcare to sustainable packaging and more. Our broad portfolio of technologies combines polymers, fibers, and resins to optimize the performance of our customers’ products across multiple stages of the value chain.
Mativ was incorporated in Delaware in 1995 as a wholly-owned subsidiary of Kimberly-Clark Corporation ("Kimberly-Clark"). On November 30, 1995, Kimberly-Clark transferred its tobacco-related paper and other paper products businesses conducted in the United States, France and Canada to the Company and distributed all of the outstanding shares of common stock of the Company to its stockholders (the "spin-off"). As a result, the Company became an independent public company. Over time, the Company diversified its portfolio through innovation efforts and a number of acquisitions to broaden its exposure to adjacent categories, such as filtration, specialty films, tapes, and healthcare.
On July 6, 2022, Schweitzer-Mauduit International, Inc. ("SWM") completed a merger transaction involving Neenah, Inc. ("Neenah"), pursuant to which a wholly-owned subsidiary of SWM merged with and into Neenah (the "Merger"), with Neenah surviving the Merger as a direct and wholly-owned subsidiary of SWM. Effective as of the closing date of the Merger, SWM changed its name to Mativ Holdings, Inc.
On November 30, 2023, we completed the sale of our Engineered Papers business ("EP business") to Evergreen Hill Enterprise Pte. Ltd. ("Evergreen Hill Enterprise"). With the sale of the EP business (the "EP Divestiture"), Mativ ceased participating in tobacco-based product markets.
Effective with the sale, the EP business is presented as a discontinued operation for all periods presented and certain prior period amounts have been retrospectively recast to reflect these changes. The consolidated financial statements and the notes thereto, unless otherwise indicated, are on a continuing operations basis. Refer to Note 8. Discontinued Operations of the Notes to Consolidated Financial Statements for more information on the discontinued operation and transaction.
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Mativ and its subsidiaries manufacture on three continents, conduct business in over 100 countries and operate 34 production locations worldwide. Our products are sold globally, though are most prevalent in North America and Europe with, to a lesser extent, Asia-Pacific and the rest of the world making up the remainder.
Our principal executive office is located at 100 Kimball Place, Suite 600, Alpharetta, Georgia 30009 and our telephone number is (770) 569-4229. Our stock is traded on the New York Stock Exchange ("NYSE") under the symbol "MATV."
Strategic Overview
As a specialty materials manufacturing company, Mativ’s primary processes consist of taking basic inputs, such as fibers, resins and chemicals, to create highly engineered media, such as nonwovens, films, specialty paper and netting. We then further process our media through coating, saturating, adhesive application and advanced converting processes to impart specific product attributes that are valued by our customers and customized to meet their unique needs.
Mativ’s long-term growth ambition is focused on enhancing its position as a global specialty materials supplier of choice, driving performance by engineering unique, innovative solutions that connect, protect, and purify our world.
Fuel our customers’ successes. We aim to serve leading customers in specialized, growing segments of materials markets, and look to create value for our customers by combining capabilities, technologies, and service platforms to produce tailored solutions that uniquely solve their most complex challenges. We have an agile supply chain and manufacturing base that enables us to efficiently produce customized offerings, often in smaller batches, that provide premium quality and unique attributes. We also stretch across layers of the value chain, combining our technologies to provide added value to our products and a more complete solution. Further, our products are specified and often undergo rigorous qualification cycles, and we are sought out as a partner for innovation opportunities. This creates deep customer relationships, which we believe fuels our ability to grow in our categories. Examples of this include our ability to bundle multiple components (media, support, cores and tubes) for water filtration, our ability to extrude and coat our advanced films for specified attributes, our ability to create unique colors, textures and finishes for premium packaging and consumer applications, and our ability to modify release characteristics for various adhesive applications.
Capture accelerated growth potential powered by key trends and innovation. We believe our businesses are aligned with key macroeconomic trends and end markets with strong growth outlooks. In addition to our existing product lines, we use these long-term trends to guide innovation efforts and bring to life solutions that support our customers’ evolving needs. Key themes such as the demand for cleaner air and water, modern building practices, increased uses of adhesives, advancements in health and wellness and the desire for sustainable, eco-friendly alternatives, align with our offerings and provide long-term support for demand. In our filtration category, we produce multiple critical components of reverse osmosis filters supporting the increasing demand for clean water, as well as other highly engineered media to support rising needs for air and liquid purification in HVAC, industrial and life science applications. Our advanced films are used in automotive and building applications to safeguard surfaces from sunlight, sound, impact, water, and temperature—increasingly relevant to protect vehicles and buildings. Release liners are essential in the activation process of adhesives in both temporary and permanent connection applications, and are used in growing areas such as hygiene products for adult and feminine care, construction and labeling. Our healthcare lines support advanced healing, wound cleansing, skin-friendly adhesives, as well as device fixation for wearable medical devices—all influenced by an aging population and increased global focus on health and wellness. Our tapes and industrial products provide solutions used in growing areas such as cable harnesses and tape for electric vehicles, and protective coverings for cables used in infrastructure and construction. Lastly, our paper and packaging business addresses needs for sustainability and eco-friendly alternatives to plastic while supporting brand aesthetics and the customer experience.
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Leverage economies of scale. We continue to execute on significant incremental revenue opportunities, as we look to identify strategic cross-selling opportunities and innovation in key categories like filtration, healthcare, release liners and tape. We also see geographic expansion as a growth opportunity to complement our expanded footprint in Asia, North America and Europe, demonstrated by recent growth investments in our sites in Italy, Canada, the United Kingdom and Mexico. Lastly, we are leveraging a more comprehensive value chain position, where we believe we can cross-source and present more complete offerings to our customers.
Transform the portfolio. We focus our investments, resources and efforts towards categories with the highest value-creation potential, focused on growth and margin-accretive opportunities. We actively manage elements of our portfolio that are non-core, margin dilutive or do not align with our growth ambitions to free up resources and to focus on more growth-oriented aspects of our portfolio. We have also closed or divested a number of smaller, non-strategic sites and redeployed capital to repay debt and invest in categories that are geographically expansive and products where we see additional opportunities for growth.
Reduce complexity and optimize our business. We continue to focus on optimizing our business, and we believe this presents a meaningful opportunity to unlock value. In recent years, we have significantly enhanced our portfolio mix and continue to prioritize debt reduction, reducing net debt by approximately 45% since the Merger.
In January of 2024, we enacted an organizational realignment initiative (the "Plan") which enabled $20.0 million of run-rate savings at the end of 2024, and we projected the Plan would deliver an additional $20 million of savings by the end of 2026. However, in the first quarter of 2025, we augmented and accelerated the Plan to deliver immediate cost reductions to our selling and general expenses, operations, and procurement, which delivered nearly $20.0 million of savings in 2025 alone. The next wave of initiatives will target additional cost reductions of $15.0 million to $20.0 million by the end of 2026.
We continue to monitor opportunities for divesting and/or consolidating facilities, product lines, and supply chain support to reduce complexity and unlock value. Continued investments in technology will further drive efficiency, productivity, and streamline support processes.
Competitive Strengths
Scaled, diversified portfolio and customer base. We are an approximately $2 billion global leader in specialty materials. Our portfolio has two primary segments, Filtration & Advanced Materials and Sustainable & Adhesive Solutions, that compete in demanding global markets. We manufacture an extensive product portfolio that includes highly-engineered polymer, resin and fiber-based substrates, nets, films, adhesive tapes and other nonwovens. These products cater to diverse end-markets such as transportation, water and air filtration, construction, healthcare, advertising and marketing, and consumer goods, and often have rigorous qualification requirements. No product category accounts for more than 35% of total sales, which allows us to reduce dependency on any single end market or product line. Further, we benefit from significant cross-selling opportunities across categories, as well as customer and product diversification, which helps mitigate risks related to market fluctuations or specific geographic downturns.
Global manufacturing and supply chain. We believe our ability to combine technologies, our purpose-built, flexible asset base and our extensive global reach enables us to create solutions and support our customers' needs in how and where they go to market. With established manufacturing facilities in all major economic regions and sales in over 100 countries, we leverage local expertise to understand and meet the unique needs of our clients in each area. Our efficient global distribution network ensures timely delivery of products to customers worldwide and adherence to international trade regulations and standards.
Leading market position across multiple verticals. We believe we hold leading market positions in many of our core products, having developed unique and specialized capabilities to meet stringent qualification processes for our customers in various end markets. Our strong brand recognition, technologies and trust in the specialty materials
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industry fosters a loyal customer base. Our product and brands are synonymous with quality, reliability and innovation. Through long-standing relationships and custom capabilities, we have created a competitive moat that makes it costly for customers to switch to another product or provider. Our customers invest alongside us to provide turnkey solutions to the end market, often building their specifications in support of our products and further building deep, interdependent and long-standing relationships. We continue to align our portfolio towards high-growth sectors. We believe this strategic shift toward preferred categories will improve growth trajectory and further establish us as a market leader.
Innovation capabilities in material science. We have a culture of innovation that supports co-development of products with our most strategic customers. We invest in research and development (“R&D”) to create and identify innovative materials and technologies to meet evolving market demands. We are known for our expertise in combining polymers, fibers and resins to create engineered solutions that optimize product performance and address the high standard requirement in healthcare, filtration and protective applications. We believe our research and development capabilities have played a key role in establishing our reputation for high quality, superior products and for reinforcing long standing customer relationships.
Sustainability focus and new eco-friendly initiatives. We believe that building long-term value for our customers and stakeholders requires a focus on sustainability that is also good for our business and communities. Our diverse product portfolio includes items that make water and air cleaner and safer, products that reduce energy consumption and support electrification, and items that are made from natural and sustainable fibers. We believe our sustainability focus better positions us to capitalize on the growing demand for eco-friendly products. We have also taken a number of steps in support of sustainability initiatives in our manufacturing processes, and we publish our progress in our company sustainability report. Several of our facilities are ISO-certified for environmental management systems and/or energy management standards. All unprocessed wood pulp is sourced exclusively from suppliers maintaining FSC and/or PEFC Chain of Custody certification. Our facilities also recycle and, whenever possible, reintroduce waste material into the manufacturing process to create new products. We continue to look for ways to enhance the sustainability of our business and make a positive impact on the communities in which we live and serve.
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AVAILABLE INFORMATION
Our filings with the Securities and Exchange Commission ("SEC"), which filings include this Annual Report on Form 10-K, Proxy Statements, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all related amendments, are available, free of charge, on the SEC's website at www.sec.gov and on the Investor Relations section of our website at www.mativ.com. Information from our website is not incorporated by reference into this Annual Report on Form 10-K. These reports are available soon after they are filed electronically with, or furnished to, the SEC. The website allows access to historical financial information, press releases and quarterly earnings conference calls, our Code of Conduct, by-laws, corporate governance guidelines, Board of Directors committee charters, as well as disclosure of any amendment to or waivers of our Code of Conduct granted to any of the principal executive officer, principal financial officer or principal accounting officer. The website provides additional background information about us including information on our history, products and locations. Requests for information, requests to contact our audit committee chairman, non-executive chair or the independent directors as a group, or requests to report concerns about accounting or other issues can be made in writing and sent to the Investor Relations Department at our principal executive office address listed above.
Our quarterly earnings conference calls are typically held the morning after our quarterly earnings releases and are available through our website via a webcast. The tentative dates for our quarterly earnings conference calls related to 2026 financial results are May 7, 2026, August 6, 2026, November 5, 2026, and February 18, 2027. These dates are subject to change. Instructions on how to listen to the webcasts and updated information on times and actual dates are available through our website at www.mativ.com.
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DESCRIPTION OF BUSINESS
Segment Financial Information
Our two reportable segments are: (1) Filtration & Advanced Materials ("FAM"), focused primarily on filtration media and components, advanced films, coating and converting solutions, and extruded mesh products, and (2) Sustainable & Adhesive Solutions ("SAS"), focused primarily on tapes, labels, liners, specialty paper, packaging and healthcare solutions.
Additional information regarding "Segment Performance" is included in Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations". Selected financial data for our segments is available in Note 19. Segment Information of the Notes to Consolidated Financial Statements and a discussion regarding the risks associated with foreign operations is available in Part I, Item 1A. "Risk Factors".
Financial information about foreign and domestic operations, contained under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 herein and in Notes 11, 12, 15 and 19 ("Restructuring and Other Impairment Activities," "Debt," "Income Taxes," and "Segment Information," respectively) of the Notes to Consolidated Financial Statements contained in "Financial Statements and Supplementary Data" in Part II, Item 8 herein, is incorporated by reference in this Item 1.
Filtration & Advanced Materials
Filtration & Advanced Materials is focused on manufacturing and selling highly engineered polymer, resin and fiber-based substrates, nets, films and other performance materials for demanding end-use applications. FAM primarily supplies customers directly, serving a diverse set of higher growth global end markets. For the twelve-month period ended December 31, 2025, FAM comprised approximately 39% of our revenues. The segment's key product categories include:
•Filtration & netting - includes specialty filtration media and components aiding in the separation and purification of air and liquids for a variety of applications, such as transportation applications, water filtration, industrial processes, life science, HVAC and air pollution control. The segment also includes extruded mesh products used in agriculture and various packaging applications.
•Advanced films - includes thermoplastic polyurethane films with key attributes such as UV and scratch resistance, durability and high performance clarity. Applications of this media include automotive paint protection films, interlayer films and lamination for ballistic resistance, medical films and composites for advanced wound care and consumer products, security glass, high-performance graphic substrates, and emerging smart glass applications.
Markets and Customers. The applications and customers the FAM segment serves are in growing end-markets, and as a percentage of total FAM segment net sales in 2025 were as follows: filtration & netting – 67% and advanced films – 33%. These products are highly engineered and often customized. No customer represents more than 10% of our consolidated net sales. Our products are generally used in markets that are directly affected by economic business cycles. Most products are performance-based and require extended qualification by customers; however, certain categories may also be subject to the substitution of lower cost substrates for less demanding applications.
Sales and Distribution. FAM products are primarily sold as a component part directly to system integrators and downstream manufacturers, with a small amount sold through distribution. We typically deliver our products to customers by truck, rail and ocean-going vessels.
Competition. Our FAM products are typically leaders in their respective categories and compete against specialty products made by competitors such as Shaoxing Naite Plastics Co. Ltd., 3M Company, Covestro AG, ORAFOL Europe GmbH, Hollingsworth and Vose Company, Ahlstrom Holding 3 Oy. We believe our FAM products compete primarily on product features, innovation, quality and customer service.
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Seasonality. Generally, sales of our products are subject to seasonal fluctuations and periodic machine downtime typically with lower order volumes in the fourth quarter. Quarterly sales fluctuations can also be influenced by inventory building and/or destocking by our customers as well as general market conditions and geopolitical factors.
Sustainable & Adhesive Solutions
Sustainable & Adhesive Solutions leverages a diverse array of production techniques, including precision coating, adhesive application, saturation and advanced converting, to manufacture specialty products that are highly customized for specific, demanding applications and often service specialty segments of large, global categories. SAS sells its products through a number of channels, including authorized distributors, converters, major retailers, as well as directly to customers and system integrators. For the twelve-month period ended December 31, 2025, SAS comprised approximately 61% of our revenues. The segment’s key product categories include:
•Tapes, labels & liners – includes substrates for tapes used in building & construction, infrastructure, DIY, athletic, and industrial applications; substrates critical to protection and adhesive separation (including release liners and carriers) for applications in the personal care, label, tape, industrial, graphic arts, composites and medical categories, as well as performance labels and cable wrapping.
•Paper & packaging – includes premium printing and other specialty papers and packaging applications used for print collateral, advertising, direct mail, sustainable alternatives, product packaging, graphics, wallpaper and education, as well as consumer office, stationery and craft papers sold to large retailers, for small business, personal use and educational applications.
•Healthcare & other – includes advanced wound care, consumer wellness, device fixation, medical packaging, as well as a wide range of other solutions and applications.
Markets and Customers. The applications and customers the SAS segment serves are in a combination of growing and mature end-markets. A percentage of total SAS segment net sales in 2025 were as follows: tape, labels & liners – 48%, paper & packaging – 27%, and healthcare & other – 25%. Many of these products are highly engineered and often customized. No customer represents more than 10% of our consolidated net sales. Our products are generally used in markets that are directly affected by economic business cycles.
Sales and Distribution. SAS products are sold through distribution and direct channels. We typically deliver our products to customers by truck, rail and ocean-going vessels.
Competition. Our SAS products are typically leaders in their respective categories and compete against specialty products made by competitors such as Advanced Medical Solutions Group plc, Ahlstrom Holding 3 Oy, Mondi plc, Loparex LLC, Fedrigoni S.p.A., and Potsdam Specialty Paper, Inc. We believe our SAS products compete primarily on product features, innovation, quality and customer service.
Seasonality. Generally, sales of our products are subject to seasonal fluctuations and periodic machine downtime and typically with lower order volumes in the fourth quarter. Quarterly sales fluctuations can also be influenced by inventory building and/or destocking by our customers as well as general market conditions and geopolitical factors.
Raw Materials and Energy
We use a variety of resins, polymers, and synthetic fibers in our products. We source a variety of commodity-grade resins, including polypropylene and polyethylene, as well as more specialized materials such as thermoplastic polyurethane. Resin prices can fluctuate significantly and can impact profitability. Commodity grade resin prices can sometimes correlate with crude oil prices while specialty resin prices often do not. We also source synthetic fibers such as polyester, and commodity-grade wood pulp and specialty pulps, such as mercerized and flash dried pulp.
We have multiple sources for most of our raw material needs. For more commoditized inputs, the loss of a single supplier would not likely have a material adverse effect on our ability to procure needed raw materials from other suppliers. However, some of our specialty inputs are supplied by fewer manufacturers and our results could be more
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materially affected by the loss or disruption of supply of certain specialty resins, mercerized pulp or synthetic fibers from those producers.
Paper production uses significant amounts of energy, primarily electricity and natural gas. We believe that energy supply is generally reliable throughout our manufacturing footprint, although prices can fluctuate significantly based on demand. We enter into agreements to procure a portion of our energy requirements for future periods to reduce the uncertainty of future energy costs.
The majority of our energy requirements relate to natural gas and electricity in the U.S., and Europe. We consider these to be a relatively stable energy sources historically; however, the recent geopolitical events in various geographies in Europe and Asia have resulted in more volatile energy prices in Europe.
Additional information regarding agreements for the supply of certain raw materials and energy is included in Note 18. Commitments and Contingencies, of the Notes to Consolidated Financial Statements.
Research and Development
We are dedicated to developing product innovations and continuous improvements to meet the evolving needs of our customers. We believe our research and product development capabilities have played an important role in establishing our reputation for high quality, superior products. We have a history of finding innovative design solutions, including developing products that improve the performance of customers' products and manufacturing operations. We believe our commitment to research and development, coupled with our investment in new technology and equipment, has positioned us to take advantage of growth opportunities in our target markets. As of December 31, 2025, we employ over 100 research and development employees in research and laboratory facilities around the world.
Intellectual Property
Patents, trade secrets and trademarks are an important part of Mativ’s intellectual property. Mativ’s products are sold around the world under various trademarks. Many of the processes used to make Mativ's products are kept as trade secrets. Mativ owns, or holds licenses to use, numerous U.S. and foreign patents. Mativ’s research and development activities generate a steady stream of inventions that are covered by new patents or trade secrets. In general, no single patent or group of related patents is material to the conduct of Mativ’s business as a whole or to any of Mativ’s business segments. At December 31, 2025, Mativ owned over 1,100 patents and patent applications globally.
Human Capital
The Company’s ambition is to be the global leader in specialty materials, solving complex challenges for our customers, creating value for our shareholders, and offering meaningful professional opportunities for approximately 5,000 employees worldwide.
Mativ’s talent strategy aligns closely with our core values – Prioritize Safety, Be Curious, Have a Voice, Win with Customers, Make It Happen – and focuses the organization on its goal of accelerating employee growth by fostering a culture of possibility and cultivating the right people in the right roles with the right skills at the right time. We are doing this by continually evolving how we attract, engage, grow, and reward our people. Our employees are represented geographically as summarized below.
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Geographic Region | Employee Percentage | ||||
| North America | 59 | % | |||
| Europe | 33 | ||||
| Asia Pacific | 8 | ||||
Total | 100 | % | |||
Safety
The safety and well-being of our employees is very important to us. We strive to reflect this core value in everything we do and are committed to continuous improvement in all aspects of our safety programs. We continue to optimize our robust safety systems, enhance our operator training programs, and implement proactive risk identification and risk reduction strategies.
Each of our facilities maintains safety management systems designed to continuously review and improve employee safety and regulatory compliance. This includes periodic workplace safety audits, employee participation in safety meetings and training, and active safety committees. Additionally, employees are encouraged to identify and report workplace conditions that could lead to an injury.
Training and Development
We use MyPath, a platform that supports setting objectives, creating a culture of ongoing feedback, differentiating and rewarding individual performance, and creating global learning and development opportunities for our employees.
We aim to be an employer of choice. To do that, we are committed to fostering inclusive environments within our corporate culture and functions. To us, this means that all employees have an opportunity to thrive at Mativ. We believe this is more than just a program or policy. We are focused on maintaining an environment of trust and belonging where employees can be their authentic selves. Our intent is that this journey will help employees understand that our differences make us stronger. We are committed to building and fostering a culture where differences are honored, opportunities are available for all and employees can feel valued, empowered, and respected for who they are. As such, we have developed key areas of focus for our efforts including Employee Lifecycle, Education and Internal Community and Allyship. Our goal is to ensure this emphasis is weaved in all aspects of the employee lifecycle which includes Attract, Engage, Grow, Reward with on-going partnership with our leaders.
We are an Equal Employment Opportunity employer committed to providing equal opportunity in all of our employment practices, including selection, hiring, assignment, reassignment, promotion, transfer, compensation, discipline, and termination. We prohibit discrimination, harassment, and retaliation in employment based on race; color; religion; genetic information; national origin; sex; sexual orientation; gender identity; pregnancy, childbirth, or related medical conditions; age; disability or handicap; citizenship status; service member status; or any other category protected by federal, state or local law.
Government Regulation
We are required to comply with numerous regulations that are normal and customary to businesses in the regions, industries, and markets in which we operate. These regulations include, but are not limited to, tax, employment, privacy, imports/exports, healthcare, environmental protection, antitrust, anti-corruption, marketing, fraud and abuse, product safety and efficacy, and other areas.
Our facilities are subject to significant federal, state, local and foreign environmental protection laws with respect to air, water and emissions, as well as the disposal of solid waste. We believe we are operating in compliance with these laws and regularly incur capital and operating expenditures to achieve future compliance. Although we are not
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aware of any environmental conditions at any of our facilities that could have a material adverse effect on our financial condition, results of operations and cash flows, we own facilities that have been operated over the course of many decades. Should the Company make material changes in the operations at a facility, it is possible such changes could generate environmental obligations that might require remediation or other action, the nature, extent and cost of which are not presently known. We may also face higher disposal and clean-up costs to replace equipment or facilities containing materials that were compliant when installed but are now considered contaminants. Additionally, as we sell closed or other facilities or materially alter operations at a facility, we may be required to perform additional environmental evaluations that could identify items that might require remediation or other action, the nature, extent and cost of which are not presently known. We may also incur environmental liabilities in connection with assets or businesses we may purchase in the future.
We are subject to laws concerning our business operations and marketing activities in foreign countries where we conduct business. For example, the Company is subject to the U.S. Foreign Corrupt Practices Act, U.S. export control and trade sanction laws, and similar anti-corruption and international trade laws in certain foreign countries, such as the U.K. Bribery Act. Aspects of the Company’s operations and businesses are also subject to privacy, data security, and data protection regulations, which impact the way we use and handle data and operate our products and services.
The Company is not aware of any regulatory compliance matters that are expected to have a material adverse effect on the Company’s business, competitive position, financial position, results of operations, capital expenditures or cash flows.
Environmental, Social and Governance ("ESG")
Our approach to sustainability is rooted in our culture and guided by our five core values: Prioritize Safety, Be Curious, Have a Voice, Win With Customers, and Make It Happen. These values reflect the spirit and talent of our people, shaping our commitment to responsible practices and continuous improvement. We emphasize safety in everything we do, foster curiosity to innovate sustainable solutions, empower every individual to share their insights, collaborate closely with our customers, and create a lasting impact with a shared sense of purpose. Together, these principles define how we operate, behave, and interact with each other as we work to deliver value for our customers where it matters most.
We are committed to proactively managing our ESG activities and transparently reporting on our status and long-term strategy. We believe a strong focus on ESG will drive long-term success and create value for all stakeholders, aligning with our broader business strategy. By concentrating on the environmental, product stewardship, social, and governance dimensions of impact, risk, and opportunity for our business, we responsibly pursue our goal of becoming a global leader in specialty materials.
We maintain our Code of Conduct, Supplier Code of Conduct, Transparency in Supply Disclosure, Sustainable Forestry Policy, Environmental Policy, and Human Rights Policy to further align with our sustainability goals. Additional information can be found on the Ethics and Compliance section of our website at https://mativ.com/about-us/ethics-and-compliance/.
Environmental
Our commitment to integrity and accountability drives us to be responsible stewards of the environment. In recognition of our responsibility to understand and mitigate our environmental impact, we incorporate environmental planning and performance auditing into our routine environmental, health, safety, and sustainability (EHS&S) activities, focusing on the sustainable use of natural resources and the management of emissions, energy, water, and waste. Our Environmental Policy codifies our commitment to conserving resources, minimizing waste, and reducing our environmental impacts, defining the scope of our environmental efforts across our operational footprint, product portfolio, and value chain.
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In line with our corporate environmental commitments and Environmental Policy, as of December 31, 2025, ten of our facilities had achieved ISO 14001 certification for their environmental management systems, and four facilities had achieved ISO 50001 certification for their energy management systems. We conduct periodic internal and external audits across our facilities and engage sites with corporate- and site-level training to support ongoing compliance.
Additional information regarding key climate, energy, water, and waste metrics and reduction activities can be found in our 2024 ESG Tear Sheet, which aligns with the International Financial Reporting Standards (IFRS) Foundation’s Sustainability Accounting Standards Board (SASB) metrics and is available on the Ethics and Compliance section of our website at https://mativ.com/about-us/ethics-and-compliance/. To demonstrate how climate-related matters are integrated into our risk management and financial planning, we have also included a detailed climate-related financial disclosure in the Appendix, informed by the Task Force on Climate-related Financial Disclosures (TCFD) framework and the IFRS S2 Standard on Climate-related Disclosures.
Product Stewardship
Product Sustainability: As a global leader in specialty materials, Mativ is committed to delivering safe, high-quality products and services to our customers in compliance with all stakeholder requirements, applicable standards, and market regulations. We lay out these priorities in detail through our enterprise-wide Quality Policy, which is approved by our CEO and internally communicated to employees. In alignment with this, many Mativ locations follow recognized quality management systems. As of December 31, 2025, 29 Mativ facilities had achieved ISO 9001 certification. We also maintain quality management system certifications under ISO 13485 and IATF 16949 at sites producing medical and automotive products, respectively. Additionally, we hold product-specific certifications from the Forest Stewardship Council (FSC), OEKO-TEX, and Underwriters Laboratories (UL), each requiring high quality management standards tailored to their specific use-case applications.
We design our products with a focus on efficiency and quality to ensure they meet the unique demands of their use-phase applications while aligning with the sustainability ambitions of our company and customers. Beyond prioritizing customer needs and business objectives, we aim to create products that deliver enduring value without compromising the health of our environment. Examples include Gessner lignin filter media, an eco-friendly cellulose filter media with lignin saturation that offers a groundbreaking solution for sustainable filtration needs, Scapa 2630, a halogen-free polyolefin tape designed for bundling automotive wiring harnesses that uses a solvent-free and low-VOC adhesive, and MEDIDURATM Reinforced Medical Packaging Papers, which comprise primarily FSC-controlled fiber and use less raw material and feature a higher tear-to-weight ratio than other grades of medical packaging papers. Additionally, our Weidach and Bruckmühl sites have an on-site resource to support customer requests for product carbon footprint ("PCF") disclosures. In 2025, they have generated over 30 PCF disclosures and manage the program to the ISO 14067 standard.
Responsible Sourcing: Mativ is dedicated to responsibly sourcing raw wood fiber materials, as outlined in our Sustainable Forestry Policy. This policy ensures that all wood fiber and pulp we purchase complies with local regulations, supports third-party sustainability certifications, namely FSC, and requires suppliers to meet our sustainability priorities and requirements. Since 2017, all pulp purchased within Mativ and our legacy businesses has met the FSC Mix, FSC Recycled, or FSC Controlled Wood standards, with a policy to only source wood pulp that meets at least the FSC Controlled Wood standard. Most of our fiber exceeds this minimum requirement. Additionally, all Mativ sites processing wood pulp hold FSC Chain of Custody certification. Beyond unprocessed wood fiber and pulp, some products in our Sustainable & Adhesive Solutions division include recycled post-consumer waste. Also, select Filtration & Advanced Materials products contain purchased recycled resin, where appropriate based on the product’s use phase.
Supply Chain Management: Our Supplier Code of Conduct sets the minimum standards that all Mativ suppliers must meet. We work with our suppliers to gather ESG-related information and conduct due diligence on identified social and environmental risks. Our approach to respecting and promoting human rights in our operations and across our value chain is also embodied in both our Code of Conduct and Supplier Code of Conduct and is guided by our
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Human Rights Policy. We expect our employees, suppliers, and business partners to uphold the principles of the Human Rights Policy, which are grounded in the UN Universal Declaration of Human Rights and ILO Conventions.
Social
Health and Safety: We prioritize the health and well-being of our employees and communities above all else, with a strong focus on ensuring physical, psychological, and emotional safety. Every Mativ facility implements a common set of Mativ safety tools and processes that are designed to detect critical hidden risks, in order to eliminate or mitigate those risks, as well as maintain regulatory compliance. This commitment is reinforced through regular safety engagements with employees, various types of risk assessments, ongoing employee safety training, and the involvement of active joint health and safety teams. In 2023 we introduced Safety Key Element Maturity Assessments ("SKEMA") to evaluate the maturity of our sites’ safety risk management practices against an ideal state. In 2024, each site performed a SKEMA self-assessment, and most sites received an on-site validation from an internal assessment team. The results were then used to develop site-specific action plans to close identified gaps. Throughout 2025, progress toward execution of site-level SKEMA action plans was tracked as one of three components on Mativ’s Balanced Scorecard of leading safety indicators. The Balanced Scorecard is one of Mativ’s North Star metrics, which drives accountability and results.
Human Capital Management: As a global leader in specialty materials, our employees are our most important asset— generating ideas, engineering innovations, manufacturing leading products, and delivering services. Our strategy for providing a positive work experience for our employees is integrated into every stage of the employee lifecycle: attract, engage, grow, and reward:
•Attract: To build and diversify our talent pipeline, we employ a range of recruitment initiatives, including internship, apprenticeship, and rotational programs.
•Engage: In 2024, we partnered with an independent third party to launch our first global employee engagement survey. More than 2,000 employees shared meaningful comments and insights, contributing to an 81% participation rate among our white-collar workforce. Our leaders review the results and collaborate closely with their teams to identify and implement meaningful actions that drive positive, lasting change throughout the organization. We also engage employees via quarterly town hall meetings hosted by our CEO, ongoing functional and segment-specific town halls hosted by our executive leadership team, and routine communications via email and within our intranet.
•Grow: Mativ’s MyPath performance and development framework provides resources to salaried employees to develop and grow their skill sets through targeted experiential learning and educational opportunities. Through MyPath, employees set individualized performance and development goals, complete regular check-in conversations with their managers, and leverage tools and resources to help them progress toward their career aspirations.
•Reward: We offer a comprehensive and competitive benefits package designed to support the physical, financial, and emotional well-being of our employees and their families, including but not limited to medical, dental, and vision coverage, prescription drug plans, disability and life insurance, and family planning services. In the United States, we also provide wellness coaching and incentive programs, telehealth services, access to fitness platforms, an employee advocacy program, and a robust Employee Assistance Program (EAP). Additionally, we believe that thriving businesses play a crucial role in building resilient communities, which is why we encourage our employees to actively support their communities through both local and company-wide initiatives. To amplify these efforts, Mativ’s matching gift program matches employee contributions to qualified educational and charitable organizations, offering up to $2,500 per person or organization in unrestricted funds.
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Governance
Ethics and Integrity: Central to our cultural and operational foundation is the Mativ Code of Conduct, a key resource for making informed, compliant, and ethical decisions. This document details policies, standards, and expectations to guide every individual at Mativ in their work and interactions. The Code applies to all employees, officers, and directors of Mativ and its subsidiaries worldwide. Agents and contractors of the Company are also expected to read, understand, and abide by the Code. Our annual Code of Conduct training highlights ethical challenges our employees may encounter and leads them through interactive modules to ensure responsible behavior and actions. At the executive level, Mativ’s Chief Legal and Human Resources Officer oversees our ethics program. At the Board level, the Audit Committee (AC) has been delegated responsibility for periodically reviewing the Company’s Code of Conduct and the Company’s systems to enforce and monitor compliance with the Code. The AC receives quarterly updates from management on ethics-related matters.
Our Global Information Security Policy is a key component of our strategy to safeguard Mativ’s data and assets. This top-level policy, along with our detailed data management standards and procedures, guides users in protecting the confidentiality, integrity, availability, and appropriate use of our data and assets. Our Chief Information Security Officer, who reports to the Chief Information Officer and ultimately to the Chief Executive Officer, oversees the Company’s data security program. Regular program status updates are provided to leadership through meetings of the Cybersecurity and IT Risk Steering Committee, Executive Leadership Team, AC, and full Board. We align our approach to data security management with the National Institute of Standards and Technology (NIST) CSF 2.0 framework. Our strategies to identify and mitigate data security risks include vulnerability scanning, internal audits, and annual external penetration testing. Mativ also engages in monthly data security awareness training and phishing simulations to reinforce a culture of integrity.
ESG Oversight: At the Board level, general oversight responsibility for ESG is delegated by the Board to the Nominating & Governance Committee (NGC). The NGC Chair reports on ESG-related matters to the full Board. Additionally, the AC oversees the risk management process through its supervision of our enterprise risk management (ERM) system, which provides a structured approach to identifying, assessing, monitoring, and managing risks, including ESG-related issues that may affect the short-term continuity or long-term viability of our business. Internal Audit conducts an annual ERM assessment and presents the findings to the AC. The AC Chair then reports any significant findings to the full Board. At the management level, our cross-functional ESG Committee includes representatives from our corporate Environment, Health, Safety & Sustainability (EHS&S), Human Resources, Supply Chain, and Legal teams. Meeting monthly, the ESG Committee sets general strategy and assesses and monitors developments relating to ESG matters, including associated dependencies, impacts, risks, and opportunities. The Committee also develops, implements, and monitors initiatives, policies, and targets based on Mativ’s ESG strategy. The Chief Legal and Human Resources Officer serves as the ESG Committee’s Executive Sponsor. Leaders from our corporate EHS&S and Legal teams serve as co-Chairs, providing Committee updates at each regularly scheduled NGC meeting, with periodic reports to the full Board.
Corporate Governance: Mativ believes good corporate governance supports long-term value creation for our stockholders. Our approach includes several best practices, including directors possessing a wide range of skills and expertise, annual evaluations of the Board and its committees, regular executive sessions for independent directors, director orientation and continuing education, membership for each director in the National Association of Corporate Directors ("NACD"), stock ownership guidelines for executive officers and non-employee directors, a prohibition on hedging and pledging, director ineligibility for reelection after the age of 72, Board oversight of ERM, and Board oversight of ESG matters. The Governance section of our website at https://ir.mativ.com/governance/governance-documents/default.aspx includes our Code of Conduct, by-laws, corporate governance guidelines, and Board of Directors committee charters. Additional information about Mativ's governance can also be found in our proxy statement.
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Working Capital
We normally maintain approximately 60 to 80 days of inventories to support our operations. Our sales terms average between 30 and 60 days for payment by our customers, dependent upon the products and market segment served. With respect to our accounts payable, we typically carry approximately 30 to 40 days outstanding, in accordance with our purchasing terms, which vary by business location. The accounts payable balance varies in relation to changes in our manufacturing operations, particularly due to changes in prices of wood pulp, resins and purchased energy and the level and timing of capital expenditures related to projects in progress.
Executive Officers of the Registrant
The names and ages of our executive officers as of December 31, 2025, together with certain biographical information, are as follows:
| Name | Age | Position | ||||||||||||
| Shruti Singhal | 56 | President and Chief Executive Officer | ||||||||||||
Ryan Elwart | 52 | Group President | ||||||||||||
Greg Weitzel | 54 | Chief Financial Officer(1) | ||||||||||||
Mark Johnson | 49 | Chief Legal and Administrative Officer | ||||||||||||
(1)Greg Weitzel departed from the Company, effective December 31, 2025. Scott Minder was appointed Chief Financial Officer effective January 1, 2026.
There are no family relationships between any of the directors or any of our executive officers. None of our officers were selected pursuant to any arrangement or understanding between the officer and any person other than the Company. Our executive officers serve at the discretion of the Board of Directors and are elected annually by the Board.
Shruti Singhal was appointed President and Chief Executive Officer effective March 11, 2025 and also serves as a director. Mr. Singhal brings extensive expertise leading transformations through strong operational and commercial execution, profitability initiatives, and driving innovation. He previously served as Chief Executive Officer of Galata Chemicals and Chroma Color. Prior to his appointment as Mativ’s President and Chief Executive Officer, Shruti served on the Board of Directors as the Chair of the Nominating & Governance Committee and also on the Compensation Committee, and he previously served on the Audit Committee. Throughout his career, Shruti has worked in North America and Europe, and has held roles of increasing responsibility at global businesses including DSM, General Cable, Solenis, Ashland, The Dow Chemical Company, Rohm and Haas, Cognis (now BASF) and Henkel.
Ryan Elwart was appointed Mativ's Group President of Sustainable and Adhesive Solutions in January 2024. Mr. Elwart joined Mativ from Georgia-Pacific, where he most recently served as the Chief Customer Officer for the Georgia Pacific Consumer Products Group from April 2020 to January 2024, and as SVP, Global Sales from September 2014 to April 2020. As Chief Customer Officer, he led a combined sales and commercial capability organization for the consumer business, including retail and B2B sales, eCommerce, training, customer planning, category management, and sales strategy for the company’s retail and commercial segments. Prior to Georgia Pacific, Mr. Elwart also held multiple sales positions at PepsiCo and Hormel Foods.
Greg Weitzel departed from the Company, effective as of December 31, 2025. Mr Weitzel was appointed Chief Financial Officer effective April 2, 2023. Prior to his tenure as Chief Financial Officer, Mr. Weitzel served as Vice President, Financial Planning and Analysis of the Company since the closing of the Merger on July 6, 2022. Mr. Weitzel had previously served in the same role with Neenah since 2018. Prior to joining Neenah, Mr. Weitzel served in leadership roles within Finance and Supply Chain for Georgia Pacific over a span of nearly 20 years.
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Scott Minder was appointed Chief Financial Officer, effective January 1, 2026. Prior to joining Mativ, Mr. Minder served as Senior Vice President, Chief Financial Officer, and Treasurer of Hyster-Yale, Inc. He previously held senior finance leadership roles at ATI Inc. and PPG Industries, where he oversaw investor relations, treasury, and global business finance. Earlier in his career, he held finance and operational leadership positions with Penske Logistics and General Motors.
Mark Johnson was appointed Chief Legal and Administrative Officer of the Company effective September 1, 2023. Prior to joining the Company, Mr. Johnson served as Executive Vice President, Chief Legal Officer, and Corporate Secretary for Kimball International, Inc. Mr. Johnson also served as president of Kimball International's Hospitality business unit and led Kimball International’s environmental, social, and governance ("ESG") activities, which he now leads at the Company. He had prior leadership roles at Newell Brands and was a commercial litigation associate for McGuire Woods, LLP.
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Item 1A. Risk Factors
Factors That May Affect Future Results
Many risk factors both within and outside of our control could have an adverse impact on our business, financial condition, results of operations and cash flows and on the market price of our common stock. While not an exhaustive list, the following important risk factors could affect our future results, including our actual results for 2025 and thereafter and could also cause our actual results to differ materially from those expressed in any forward-looking statements we have made or may make.
Risk Factors Summary
Material risks that may affect our business, operating results and financial condition include, but are not necessarily limited to, those relating to:
•Our technological advantages are unlikely to continue indefinitely;
•Policing our intellectual property and patent rights is costly and may be unsuccessful;
•International geopolitical and other risks associated with our sales and operations outside of the United States, due to political unrest, terrorist acts, and national and international disputes;
•Risks related to our dependence on foreign imports and exports;
•Failure to comply with the U.S. Foreign Corrupt Practices Act ("FCPA") and other anti-corruption laws or trade control laws, as well as other laws governing our operations;
•The effect of foreign currency exchange rates;
•We could be subject to changes in our tax rates, the adoption of new U.S., or foreign tax legislation or exposure to additional tax liabilities;
•Competition from several established competitors and limited market transparency;
•The availability of credit and changes in interest rates;
•Our failure to comply with the covenants contained in our credit agreements and other debt instruments could result in an event of default that could cause acceleration of our indebtedness;
•Future dividends on our common stock may be restricted or eliminated;
•Risks related to our internal and external expansion plans and asset dispositions;
•The substantial costs related to the integration of Neenah;
•Our failure to realize some or all of the anticipated benefits of the Merger;
•Our failure to recognize the strategic benefits of the EP Divestiture;
•A loss of customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners as a result of the Merger;
•Our future results may suffer if we do not effectively manage our expanded operations;
•We may not successfully integrate acquisitions into Mativ's operations;
•Our restructuring activities are time-consuming and expensive;
•The cost and availability of raw materials and energy;
•A failure of, or a security breach in, a key information technology system could compromise our information and expose us to liability;
•We rely on a limited number of key employees;
•We face various risks related to public health emergencies and similar health-related outbreaks such as the COVID-19 pandemic;
•Our business is subject to various environmental laws, regulations and related litigation that could impose substantial costs or other liabilities on us;
•Environmental, social and governance ("ESG") issues may have an adverse effect on our business, financial condition and results of operations, the desirability of our stock, and may damage our reputation;
•Increases in costs of pension benefits may reduce our profitability;
•We are subject to various legal actions and other claims;
•Any loss or interruption of the operations of our facilities;
•Fluctuations in construction and infrastructure spending; and
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•We have historically experienced significant cost savings and productivity benefits relating to our ongoing operational excellence program which we may not be able to achieve in the future.
Our technological advantages are unlikely to continue indefinitely.
We consider our intellectual property and patents to be a material asset. We have been at the forefront of developing new products and technology within our industries and have patented many of our innovations. This has enhanced our ability to sell products and to provide added functionality and other value to the products we sell allowing them to command higher margins. This advantage has also enabled us to license certain of our patents and know-how to, and earn royalty income from, third parties. Ultimately, our various patents will expire and some may be held invalid in certain jurisdictions before their expiration dates. In addition to protecting certain of our technological advantages through patenting, we also protect a significant amount of our technological advantages as trade secrets, especially with regard to our FAM segment. As we expand our operations to more locations and countries, the risk of the loss of proprietary trade secrets will increase, and any significant loss would result in the loss of the competitive advantages provided by such trade secrets. While we cannot predict the impact or the timing of these trends and eventualities, they likely will reduce our sales and margins from the levels that we otherwise would have achieved.
Effectively policing our domestic and international intellectual property and patent rights is costly and may not be successful.
Our portfolio of granted patents varies by country, which could have an impact on any competitive advantage provided by patents in individual countries. We cannot guarantee that any U.S. or foreign patent, issued or pending, will provide us with any continued competitive advantage.
We rely on patent, trademark, and other intellectual property laws of the U.S. and other countries to protect our intellectual property rights. However, we cannot guarantee that one or more of our patents will not be challenged by third parties and/or ultimately held invalid by courts or patent agencies of competent jurisdiction.
Further, there can be no assurances that we will be able, or that it will be economic for us, to prevent third parties from using our intellectual property or infringing our patents without our authorization, which may reduce any competitive advantage we have developed. In the event that we need to enforce certain of our patents against infringement through judicial or administrative actions, the litigation to protect these rights is often costly and time consuming and diverts management resources; moreover, there can be no assurance that our efforts to protect our intellectual property will be successful, or that a defendant will not assert counterclaims against us or challenges to other intellectual property we may own.
Some of our patents have been the subject of opposition hearings. Like the actions we undertake to enforce our IP rights, oppositions filed against us in respect of our intellectual property are expensive and divert management time and resources.
Even when the Company is initially successful, there can be no assurance that the counterparty will not appeal, or that the appeal will not be successful. Even when successful at the appeal level, there can be no assurance that a patent will not be later successfully challenged in individual national court jurisdictions.
We do not believe that any of our products infringe the valid intellectual property rights of third parties. However, we may be unaware of intellectual property rights of others that may cover some of our products or services or a court or other governmental body may come to a different conclusion from ours. In that event, we may be subject to significant claims for damages or disruptions to our operations.
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Because of the geographic diversity of our business, we are subject to a range of international risks.
Our operations are located in many countries around the world and operate, to a degree, in a decentralized manner. There are inherent control and fraud risks in such a structure. Moreover, we have manufacturing facilities in 11 countries and sell products in over 100 countries, many of which are emerging and undeveloped markets.
As a result, our manufacturing operations, sales and results, depending on their location, are subject to various international business risks, including, but not limited to, the following:
•Foreign countries can impose significant import, export, excise and income tax and other regulatory restrictions on our business, including limitations on repatriation of profits and proceeds of liquidated assets. While we attempt to manage our operations and international movements of cash from and amongst our foreign subsidiaries in a tax-efficient manner, unanticipated international movement of funds due to unexpected changes in our business or changes in tax and associated regulatory schemes could materially affect our financial position, results of operations and cash flows.
•We are exposed to global as well as regional macroeconomic and microeconomic factors, which can affect demand and pricing for our products, including unsettled political and economic conditions; expropriation; import and export tariffs; regulatory controls and restrictions; and inflationary and deflationary economies. Events occurring in countries having a large share of the global economy (such as China, Japan, or the EU) can have an impact on economies that are interdependent and thereby affect those in which the Company primarily operates. These factors together with risks inherent in international operations, including risks associated with any non-compliance with anti-corruption and anti-bribery laws, could adversely affect our financial condition, results of operations and cash flows.
•We have one manufacturing facility in China. Operations in China entail a number of risks including international and domestic political risks, the need to obtain operating and other permits from the government, adverse changes in the policies or in our relations with government-owned or run customers and the uncertainty inherent in operating within an evolving legal and economic system.
•Changes or increases in international trade sanctions or quotas may restrict or prohibit us from transacting business with established customers or securing new ones, including as to Russia and Ukraine, as to which the applicable sanctions have changed unexpectedly on a number of occasions since 2014.
Changes in the laws and regulations described above, adverse interpretations or applications of such laws and regulations, and the outcome of various court and regulatory proceedings, could adversely impact the Company's business in a variety of ways, including increasing expenses, increasing liabilities, decreasing sales, limiting its ability to repatriate funds and generally conduct business, all of which could adversely affect our financial condition, results of operations and cash flows.
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We are subject to risks related to our dependence on foreign imports and exports.
We conduct business in over 100 countries and operate 34 production locations worldwide. As a result, our business highly depends on global trade, as well as trade and cost factors that impact the specific countries in which we operate. Trade discussions with the United States and its various trading partners are fluid, and existing and future trade agreements are, and are expected to continue to be, subject to a number of uncertainties. For instance, trade actions taken by the U.S. government throughout 2025 have resulted in substantial regulatory uncertainty regarding international trade and trade policy. The U.S. government has proposed the implementation of, or did implement, a number of changes to trade policy, including tariffs on imports to the United States from a large number of countries, including baseline tariffs and additional individuals reciprocal tariffs on certain countries with whom the United States has trade deficits. The U.S. government has also raised the possibility of other initiatives that may affect international trade, including renegotiation of trade agreements with other countries and the possible introduction of other import duties or tariffs. Many of our raw materials imports are subject to existing duties, tariffs and quotas. The implementation of tariffs or border taxes has increased our cost of goods sold, which in turn impacted our pricing and our financial performance. The imposition of additional duties, tariffs and quotas could exacerbate this trend. Furthermore, certain of our competitors may be better positioned than us to withstand or react to these challenges, and as a result we may lose market share to such competitors. Due to broad uncertainty regarding the timing, content and extent of any regulatory changes in the U.S. or abroad, we cannot predict the impact, if any, that these changes could have to our business. If further tariffs are imposed on a broader range of imports, or if further retaliatory trade measures are taken by other countries in response to additional tariffs, we may be required to raise our prices or incur additional expenses, which may result in the loss of customers and harm our operating performance, sales and earnings.
We are subject to the U.S. Foreign Corrupt Practices Act and other anti-corruption laws or trade control laws, as well as other laws governing our operations. If we fail to comply with these laws, we could be subject to civil or criminal penalties, other remedial measures, and legal expenses, which could adversely affect our business, financial condition and results of operations.
We are subject to anti-corruption laws, including the FCPA, and other anti-corruption laws that apply in countries where we do business. The FCPA, the U.K. Bribery Act of 2010 and other similar laws generally prohibit us, our employees, consultants and agents from bribing, being bribed or making other prohibited payments to government officials or other persons to obtain or retain business or gain some other business advantage. We operate in a number of jurisdictions that pose a high risk of potential FCPA violations, and we participate in joint ventures and relationships with third parties whose actions could potentially subject us to liability under the FCPA or local anti-corruption laws. In addition, we cannot predict the nature, scope or effect of future regulatory requirements to which our international operations might be subject or the manner in which existing laws might be administered or interpreted.
We are also subject to other laws and regulations governing our international operations, including regulations administered by the U.S. Department of Commerce’s Bureau of Industry and Security, the U.S. Department of Treasury’s Office of Foreign Asset Control, and various non-U.S. government entities, including applicable export control regulations, economic sanctions on countries and persons, customs requirements, currency exchange regulations and transfer pricing regulations, or collectively, Trade Control laws. There is no assurance that we will be completely effective in ensuring our compliance with all applicable anti-corruption laws, including the FCPA or other legal requirements, including Trade Control laws. If we are not in compliance with such laws or requirements, we may be subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures, and legal expenses, which could have an adverse impact on our business, financial condition, results of operations and liquidity. Likewise, any investigation of any potential violations of the FCPA, other anti-corruption laws or Trade Control laws by U.S. or foreign authorities could also have an adverse impact on our reputation, business, financial condition and results of operations.
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Fluctuations in foreign currency exchange rates could adversely impact our financial condition, results of operations and cash flows.
A significant portion of our revenues are generated from operations outside the U.S. In addition, we maintain significant operations and acquire or manufacture many of our products outside the U.S. The functional currency of our international subsidiaries is generally the local currency in which each subsidiary operates. In particular, a large portion of our commercial business is denominated in euros and British Pounds. Since our consolidated financial statements are presented in U.S. dollars, we must translate revenues, expenses, assets and liabilities from functional currencies into U.S. dollars. As a result, our future revenues, costs, results of operations and earnings could be significantly affected by changes in foreign currency exchange rates, especially the euro to U.S. dollar exchange rate and the British pounds to U.S. dollar exchange rate.
In addition, some of our sale and purchase transactions are denominated in a currency other than the local currency of our operations. As a result, changes in exchange rates between the currencies in which the transaction is denominated versus the local currency of our operations into which the transaction is being recorded can impact the amount of local currency recorded for such transaction. This can result in more or less local currency revenue or cost related to such transaction and thus have an effect on our operating profit. We also hold a significant amount of our cash balances in euros and British pounds, thus any weakening of these currencies versus the U.S. dollar would reduce the amount of U.S. dollars for which such balances could be exchanged.
Changes in foreign currency exchange rates also impact the amount reported in Other income (expense), net. For instance, when a non-local currency receivable or payable is not settled in the period in which it is incurred, we are required to record a gain or loss, as applicable, to reflect the impact of any change in the exchange rate as of the end of the period. We also have to reflect the translation rate impact on the carrying value of our foreign assets and liabilities as of the end of each period, which is recorded as unrealized translation adjustment in Other comprehensive income (loss).
We utilize a variety of practices to manage this risk, including operating and financing activities and, where considered appropriate, derivative instruments. All derivative instruments we use are either exchange traded or entered into with major financial institutions in order to reduce credit risk and risk of nonperformance by third parties. Counterparty risk cannot be eliminated and there can be no assurance that our efforts will be successful. We generally hedge foreign currency transaction risk through the use of derivative instruments, including forward and swap contracts and, to a lesser extent, option contracts. The use of derivative instruments is intended to mitigate or reduce transactional level volatility in the results of foreign operations but does not completely eliminate volatility. If our future revenues, costs and results of operations are significantly affected by economic conditions abroad and/or we are unable to effectively hedge these risks, they could materially adversely affect our financial condition, results of operations and cash flows.
The Company could be subject to changes in its tax rates, the adoption of new U.S., or foreign tax legislation or exposure to additional tax liabilities.
The Company is subject to taxes in the U.S. and in foreign jurisdictions where a number of the Company’s subsidiaries are organized. The Company’s future effective tax rate could be affected by changes in the mix of earnings in countries with differing statutory tax rates or future changes in tax laws or new interpretations of existing tax laws. Recent developments, such as the European Commission’s investigations on illegal state aid, individual European countries implementation of Anti-Tax Avoidance Directives, continued regulatory development of the Tax Cuts and Jobs Act of 2017, and the Organization for Economic Cooperation and Development projects on base erosion and profit shifting may result in changes to long-standing tax principles or new challenges to our cross-border arrangements, which could materially affect our effective tax rate or could require potential restructuring of the foreign subsidiaries. If the Company’s effective tax rates were to increase, or if any ultimate determination of the Company’s taxes owed is for an amount in excess of amounts previously accrued, the Company’s operating results, cash flows, and financial condition could be adversely affected.
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In particular, the Organization for Economic Cooperation and Development (“OECD”) has reached agreement on an approach to establish a minimum global tax, set at 15%, for large multi-national enterprises, such as the Company. The OECD has recommended that certain aspects of this approach, referred to as “Pillar Two”, be made effective beginning in 2024, and many jurisdictions relevant to the Company, including most European Member States, have already legislated Pillar Two into their statutory law in varying degrees and others are in the process of doing so. Pillar Two has introduced new complexity and uncertainty to the Company’s assessment of its taxes and further interpretation, adoption, and implementation of Pillar Two measures will continue to introduce new challenges with respect to compliance with its reporting requirements and may impact the Company’s effective tax rate and cash tax payments in future years. Further, uncertainty exists as to whether the adoption of Pillar Two in certain jurisdictions may result in reactions in other countries that are meaningful to the Company’s overall tax profile, notably, the United States. Therefore, the Company continues to monitor for updates as countries within its global footprint announce Pillar Two legislation and related announcements, policies, and/or guidance.
If the Company’s effective tax rates were to increase, or if any ultimate determination of the Company’s taxes owed is for an amount in excess of amounts previously accrued, the Company’s operating results, cash flows, and financial condition could be adversely affected.
We face competition from several established competitors and we have limited market transparency.
Our FAM segment products compete to some degree against specialty products made by competitors such as Shaoxing Naite Plastics Co. Ltd., 3M Company, Covestro AG, ORAFOL Europe GmbH, Hollingsworth and Vose Company, Advanced Medical Solutions Group plc, and Ahlstrom Holding 3 Oy. We believe our FAM products compete primarily on product features, innovations and customer service. Some of these competitors are larger than we are and have more resources, thus the actions of these competitors could have an impact on the results of our FAM segment operations.
We are starting to see increased competition for some of our FAM products from companies in China, which, we believe, may have lower operating costs than us, resulting in a potential price advantage for such companies. As a result of these competitive advantages, our competitors and potential competitors may be able to respond more quickly to market forces, take advantage of acquisitions or other opportunities more readily, undertake more extensive marketing campaigns for their brands, products and services, more successfully utilize developing technology, including data analytics, artificial intelligence, and machine learning, and make more attractive offers to our existing and potential customers.
We are dependent upon the availability of credit, and changes in interest rates can impact our business.
We supplement operating cash flow with bank borrowings under a secured credit agreement with a syndicate of banks. Borrowings under this agreement will mature in 2027 and 2028. To date, we have been able to access credit when needed and on commercially reasonable terms. However, deterioration of credit markets, including an economic crisis in the U.S. or elsewhere, whether or not caused by the U.S. or European debt ceiling, deficits and budget issues, could have an adverse impact on our ability to negotiate new credit facilities or access or renew our existing one. Constraints on the availability of credit, or the unavailability of credit at reasonable interest rates, would negatively impact our business, including potentially impairing our ability to declare dividends, conduct share buy-backs and make acquisitions.
Our secured credit facility contains certain financial covenants. In the event of material unforeseen events that impact our financial performance, particularly during a time when we have material amounts of debt, a situation could arise where we are unable to fully draw from our existing credit facility notwithstanding that there is otherwise available capacity.
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Our credit facilities are secured by substantially all of the personal property of the Company and its domestic subsidiaries. In the event of a default on these agreements, substantially all of the assets of the Company could be subject to foreclosure or liquidation by the secured creditors.
We may utilize a combination of variable and fixed-rate debt consisting of short-term and long-term instruments. We selectively hedge our exposure to interest rate increases on our variable rate long-term debt when we believe that it is practical to do so. We have utilized various forms of interest rate hedge agreements, including interest rate swap agreements, forward rate agreements and cross currency swaps. There are inherent risks associated with interest rate hedges, including those associated with the movement of interest rates, counterparty risk and unexpected need to refinance debt, thus there can be no certainty that our hedging activities will be successful or fully protect us from interest rate exposure. As of December 31, 2025, the percentage of the Company’s fixed and floating interest rate debt was 39.0% and 61.0%, respectively. The Company has entered into a number of interest rate hedge transactions to convert floating rate debt to fixed. Including the impact of these transactions, as of December 31, 2025, the percentage of the Company’s debt subject to fixed and floating rates of interest was 86.0% and 14.0%, respectively.
Our use of interest rate hedge agreements to manage risk associated with interest rate volatility may expose us to additional risks, including the risk that a counterparty to a hedge agreement may fail to honor its obligations. Developing an effective interest rate risk strategy is complex and no strategy can completely insulate us from risks associated with interest rate fluctuations. There can be no assurance that our hedging activities will have the desired beneficial impact on our results of operations or financial condition. Termination of interest rate hedge agreements typically involves costs, such as transaction fees or breakage costs.
Our failure to comply with the covenants contained in our credit agreements and other debt instruments could result in an event of default that could cause acceleration of our indebtedness.
Our failure to comply with the covenants and other requirements contained in our credit agreements or our other debt instruments could cause an event of default under the relevant debt instrument. The occurrence of an event of default could trigger a default under our other debt instruments, prohibit us from accessing additional borrowings and permit the holders of the defaulted debt to declare amounts outstanding with respect to that debt to be immediately due and payable. Our assets or cash flows may not be sufficient to fully repay borrowings under our outstanding debt instruments, and we may be unable to refinance or restructure the payments on indebtedness on favorable terms, or at all.
Future dividends on our common stock may be restricted or eliminated.
Dividends are declared at the discretion of our Board of Directors, and future dividends will depend on our future earnings, cash flow, financial requirements and other factors. Our ability to pay cash dividends on our common stock may be limited under the terms of our credit agreements or other debt instruments. There can be no assurance that we will continue to pay dividends in the future.
Our internal and external expansion plans and asset dispositions entail different and additional risks relative to the rest of our business.
From time to time, we consider acquisitions in connection with our diversification initiatives. This acquisition activity could involve confidential negotiations that are not publicly announced unless and until those negotiations result in a definitive agreement. It is possible that an acquisition could adversely impact our results, credit ratings or the outlook of our business, due to, among other things, integration and employee retention challenges, contrasting company cultures and different information technology and reporting systems. Also, acquisition opportunities are limited and present risks of failing to achieve strategic objectives, smooth integrations or anticipated synergies or returns. There can be no assurance that we will be able to acquire attractive businesses on favorable terms and that we will realize the anticipated benefits or profits through acquisitions or that acquisitions will be accretive to our earnings. Changes in our portfolio of businesses, assets and products, whether through acquisition, disposition or
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internal growth, present additional risks, including causing us to incur unknown or new types of liabilities, subjecting us to new regulatory frameworks and new market risks, and acquiring operations in new geographic regions with challenging labor, regulatory and tax regimes.
Our ability to dispose of idled assets and the value that may be obtained relative to their book value can result in significant impairment charges. Building a new plant or other facility or relocating, rebuilding or otherwise modifying existing production machinery is a major undertaking and entails a number of risks, including the possibility that the contractors and sub-contractors who are expected to build the facility or rebuild the machine and supply the necessary equipment do not perform as expected, the possibility of cost overruns and delays, or that design defects or omissions cause the facility or machine to perform at less than projected efficiency or at less than projected capacity. In addition, commencement of production at a new site or at a rebuilt or relocated machine is time consuming and requires testing and acceptance by customers and potentially by regulators, of the facility and the products that are produced. Also, while we anticipate sufficient demand for the facility's or machine's output, there can be no assurances that the expected demand will materialize.
We also expect to continue to expend resources to diversify and expand our product portfolio. Research and development and product diversification have inherent risks, including technical success, market acceptance, new regulations and potential liabilities. We cannot guarantee that such efforts will succeed, that we will not incur new or different liabilities or that we will achieve a satisfactory return on such expenditures.
Divestitures or other dispositions could negatively impact our business, and contingent liabilities from businesses that we have sold or will sell could adversely affect our financial statements.
We continually assess the strategic fit of our existing businesses and may divest, spin-off, split-off or otherwise dispose of businesses that are deemed not to fit with our strategic plan or are not achieving the desired return on investment. For example, on November 30, 2023, the Company completed the EP Divestiture. Transactions such as the EP Divestiture pose risks and challenges that could negatively impact our business and financial statements. Furthermore, when we decide to sell assets or a business, we may encounter difficulty in finding buyers or alternative exit strategies on acceptable terms in a timely manner, which could delay the achievement of our strategic objectives. We may also dispose of a business at a price or on terms that are different than current balance sheet values, which could result in significant asset impairment charges, including those related to goodwill and other intangible assets that could have a material adverse effect on our financial condition and results of operations. In addition, we may experience greater dis-synergies than expected, the impact of the divestiture on our revenue may be larger than projected, and some divestitures may be dilutive to earnings. There can be no assurance whether the strategic benefits and expected financial impact of any divestiture, including the EP Divestiture, will be achieved. We cannot assure you that we will be successful in managing these or any other significant risks that we encounter in divesting a business or product line, and any divestiture we undertake could materially and adversely affect our business, financial condition, results of operations and cash flows.
Impairment of goodwill has negatively impacted our results of operations. If goodwill is further or fully impaired in the future, our results of operations will be negatively impacted further.
We evaluate goodwill for impairment at least annually during the fourth quarter or whenever events or changes in circumstances indicate that an evaluation should be completed. The impairment test is based on several factors, estimates and assumptions, including macroeconomic conditions, industry and market considerations, overall financial performance, market capitalization and other relevant events. Significant changes to these factors could impact the assumptions used in calculating the fair value of goodwill or intangible assets and may indicate potential impairment. As described in Note 9. Goodwill, of the Notes to Consolidated Financial Statements, during the first quarter of 2025, primarily in response to a sustained decline in the Company's share price, an interim quantitative goodwill impairment test was performed, which resulted in a goodwill impairment charge of $411.9 million. In the fourth quarter of 2025, we completed our annual goodwill assessment and no additional impairment charge was recognized as of December 31, 2025. We will continue to conduct impairment analyses of our goodwill on an annual basis, as well as whenever there are events or changes in circumstances which indicate that the carrying amount may not be recoverable. We could be required to record additional impairment charges in the future if any recoverability
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assessments reflect estimated fair values that are less than the carrying values. Further impairments of our goodwill could adversely affect our results of operations.
We may not successfully integrate acquisitions into Mativ's operations and we may be unable to achieve anticipated cost savings or other synergies.
The integration of the operations of acquired companies involves a number of risks and presents financial, managerial, reporting, legal and operational challenges. We may have difficulty, and may incur unanticipated expenses related to, integrating information systems, financial reporting activities, employee retention and integrating and retaining management and personnel from acquired companies. Among these risks are potential loss of consumer awareness and demand for the acquired companies’ products based on the rebranding of those products under the Company’s legacy brand names. Additionally, we may not be able to achieve anticipated cost savings or commercial or growth synergies for a number of reasons, including contractual constraints and obligations or an inability to take advantage of expected commercial opportunities, inability to achieve increased operating efficiencies or commercial expansion of key technologies. Failure to successfully integrate acquired companies into Mativ's operations may have an adverse effect on our business, financial condition, results of operations, and cash flows.
Our restructuring activities are time-consuming and expensive and could significantly disrupt our business.
We have initiated significant restructuring activities in recent years that have become part of an overall effort to improve an imbalance between demand for our products and our production capacity as well as improve our profitability and the quality of our products. Restructuring of our existing operations, or as a result of acquisitions, dispositions or mergers, involves issues that are complex, time-consuming and expensive and could significantly disrupt our business as well as garner review from regulatory authorities which could result in financial impacts to the Company. The challenges involved in executing the actions that are part of our ongoing and, potentially future, restructuring plans include:
•demonstrating to customers that the restructuring activities will not result in adverse changes in service standards or business focus;
•consolidating administrative infrastructure and manufacturing operations while maintaining adequate controls throughout the execution of the restructuring;
•preserving distribution, sales and other important relationships and resolving potential conflicts that may arise;
•estimating, managing and minimizing the cost of the restructuring activities;
•minimizing the diversion of management attention from ongoing business activities;
•maintaining employee morale, retaining key employees, maintaining reasonable collective bargaining agreements and avoiding strikes, work stoppages or other forms of labor unrest while implementing restructuring programs that often include reductions in the workforce;
•securing government approval of such plans, where necessary, and managing the litigation and associated liabilities that often are associated with restructuring actions;
•incurring costs associated with delays in restructuring activities caused by labor negotiations and/or governmental approvals;
•coordinating and combining operations, which may be subject to additional constraints imposed by collective bargaining agreements and local laws and regulations; and
•achieving the anticipated levels of net cost savings and efficiency, or doing so on the timelines originally projected, as a result of the restructuring activities.
Our financial performance can be significantly impacted by the cost and availability of raw materials and energy and we may have limited ability to pass through increases in costs to our customers.
Raw materials are a significant component of the cost of the products that we manufacture. The cost of wood pulp, which is the largest component of the raw materials that we use in our SAS segment, and some resins used by our
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FAM segment are highly cyclical and can be more volatile than general consumer or producer inflationary changes in the general economy. Likewise, the cost of polypropylene can fluctuate significantly based on a number of factors, including as a result of changes in global oil markets and broader economic conditions. As we periodically enter into agreements with customers under which we agree to supply products at fixed prices, unanticipated increases in the costs of raw materials, or the lack of availability of such raw materials (due to force majeure or other reasons), can significantly impact our financial performance. Even where we do not have fixed-price agreements, we may be limited in our ability to pass through increases in raw material costs in a timely manner or may be unable to pass through increases to our customers in whole or in part. Further, some of the resins we use in our FAM segment are only available from a single supplier, or a limited number of suppliers. Consequently, such supplier(s) can control the availability and thus the cost of the resins we use, notwithstanding any changes in the cost of oil or the impact of broader economic conditions. It can be time consuming and costly, and occasionally impractical, to find replacement resins where such suppliers limit the availability or increase the cost of resins we use.
Our manufacturing operations, in particular paper manufacturing, is energy-intensive. In the U.K., the European Union, China and the U.S., availability of energy generally is reliable, although prices can fluctuate significantly based on supply and demand. Western Europe has become significantly dependent on energy supplies from the Commonwealth of Independent States, which in the past has demonstrated a willingness to restrict or cut off supplies of energy to certain customers. The volume of oil or gas flowing through pipeline systems that ultimately connect to Western Europe also has been cut off or restricted in the past, and such actions can adversely impact the supply of energy to Western Europe and, consequently, the cost and availability of electricity to our European operations. Due to the competitive pricing of most of our products, we typically are unable to fully pass through higher energy costs to our customers. Periodically, when we believe it is advantageous to do so, we enter into agreements to procure a portion of our energy for future periods in order to reduce the uncertainty of future energy costs. However, in recent years this has only marginally slowed the increase in energy costs due to the volatile changes in energy prices we have experienced.
A failure of, or a security breach in, a key information technology system or process or other unusual events could compromise our information and expose us to liability, which could adversely affect our business; IT project delays and overruns are possible.
We rely extensively on information technology systems, some of which are managed by third-party service providers, to analyze, process and manage transactions and sensitive data, including intellectual property, our proprietary business information and that of our customers, suppliers and business partners, and personally identifiable information of our employees. The secure processing and maintenance of this information is critical to our operations and business strategy and we rely heavily on the integrity of this data in managing our business. Insider or employee cyber and security threats are increasingly a concern for all companies, including ours. In addition, social engineering and phishing are a particular concern. We are continuously working to install new, and to upgrade our existing, information technology systems and to provide employee awareness training around phishing, malware and other cyber risks to ensure that we are protected, to the greatest extent possible, against cyber risks and security breaches.
Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or be breached due to employee or third-party error, malfeasance or other disruptions. We have in the past, and may again in the future be subject to similar cyber-attacks or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims, proceedings, or regulatory penalties, including penalties under EU privacy laws, and could disrupt our operations. Although we are insured against cyber risks and security breaches up to an annual aggregate limit, our liability insurance may be inadequate and may not fully cover the costs of any claim or any damages we might be required to pay, and we may not be able to obtain adequate liability insurance in the future on commercially desirable or reasonable terms or at all.
The Company is subject to laws of various countries where it operates or does business related to solicitation, collection, processing, transferring, storing or use of consumer, customer, vendor or employee information or related data, including the GDPR which went into effect in May 2018, the CCPA, which went into effect on January 1,
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2020, and various U.S. state level privacy regulations. The changes introduced by these regulations and laws increase the complexity of regulations enacted to protect business and personal data, subject the Company to additional costs and have required, and may in the future require, costly changes to the Company’s security systems, policies, procedures and practices.
There are further risks associated with the information systems of companies we acquire, both in terms of systems compatibility, level of security and functionality. It may cost us significant money and resources to address these risks and we may fail to address them successfully, adversely impacting our financial condition, results of operations and cash flows.
From time to time, we undertake significant information technology systems projects, including enterprise resource planning updates, modifications and roll-outs. These projects are subject to cost overruns and delays. Not only could these cost overruns and delays impact our financial statements but a delay in the completion of a needed IT project could adversely impact our ability to run our business and make fully informed decisions.
The introduction of artificial intelligence (“AI”) may present risks to our business.
We are in the early stages of adopting artificial intelligence (“AI”) in certain areas of our operations. Our increasing use of, or reliance on, AI, machine learning, and other advanced automation technologies could present risks to our business and may expose the Company to additional cybersecurity, data privacy, intellectual property, and regulatory compliance risks, particularly where AI systems depend on third‑party vendors, cloud‑based platforms, or external data sources. In addition, laws and regulations governing the development and use of AI are evolving and may impose additional compliance obligations or restrict certain applications.
We rely on a limited number of key employees and our failure to recruit and/or retain senior management and key employees globally could harm our business.
The loss of any of our key employees, including our CEO and his direct reports, could adversely affect our business and thus our financial condition, results of operations and cash flows. Hiring executives with needed skills or the replacement of one or more of our executive officers or other key employees would likely involve significant time and costs and may significantly delay or prevent the achievement of our business objectives. In addition, competition for qualified talent in our industry is intense, particularly in the last several years. The market to build, retain and replace talent has become even more highly competitive, and many of the companies with which we compete for personnel have greater financial and other resources than we do.
Any failure to recruit and/or retain senior management and key employees could harm our business, operating results and financial condition. Additionally, efforts to recruit such employees could be costly and negatively impact our operating expenses. We issue equity awards from employee equity plans as a key component of our overall compensation. We face pressure to limit the use of such equity-based compensation due to dilutive effects on stockholders. If we are unable to offer attractive compensation packages in the future, it could limit our ability to attract and retain key employees.
Public health emergencies or outbreaks of epidemics, pandemics, or contagious diseases have adversely affected, and could in the future, adversely affect our business and the business of our customers and suppliers.
We are subject to public health emergencies, which has had and may continue to have an impact on our business and the business of our customers and suppliers. Uncertainty caused by pandemics, epidemics, or similar public health emergencies or outbreaks could lead to prolonged economic downturns, and negatively impact our partners and the industry in which we operate, in which case our revenues could be significantly impacted. The extent to which public health crisis impacts our business, results of operations, and financial condition will depend on future developments, which are highly uncertain and cannot be predicted.
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Our business depends upon good relations with our employees. Work stoppages, slowdowns or legal action by our unionized employees may have a material adverse effect on our business, financial condition, results of operations and cash flows.
We employ approximately 5,000 employees, including certain manufacturing employees represented by unions. Although we believe that employee and union relations are generally positive, there is no assurance that this will continue in the future and problems or changes affecting employees in certain locations may affect relations with our employees at other locations. The risk of labor disputes, work stoppages or other disruptions in production could adversely affect us, especially in conjunction with potential restructuring activities. If we cannot successfully negotiate or renegotiate collective bargaining agreements, or if negotiations take an excessive amount of time, there may be a heightened risk of work stoppages and we may be unable to achieve planned operational efficiencies. Work stoppages may be caused by the inability of national unions and the governments of countries in which we operate from reaching agreement and are outside of our control. Any work stoppage or failure to reach agreements with our unions could have a material adverse effect on our customer relations, our productivity, the profitability of a manufacturing facility, our ability to develop new products and on our operations as a whole, resulting in an adverse impact on our business, financial condition, results of operations and cash flows.
Our business is subject to various environmental laws, regulations and related litigation that could impose substantial costs or other liabilities on us.
Our facilities are subject to significant federal, state, local and foreign environmental protection laws with respect to air, water and emissions as well as the disposal of solid waste. We believe that we are operating in substantial compliance with these laws and regularly incur capital and operating expenditures in order to achieve future compliance. However, these laws may change, which could require changes in our practices, additional capital expenditures or loss of carbon credits, and we may discover aspects of our business that are not in compliance. Violation of these laws can result in the imposition of significant fines and remediation costs.
Additionally, in recent years, assessments of the potential impacts of climate change have begun to influence governmental authorities, consumer behavior patterns and the general business environment of the European Union and the United States. The implementation of these policies may require us to invest additional capital in our properties or it may restrict the availability of land we are able to develop. For example, the State of California has adopted new climate change disclosure requirements which mandate public disclosure of certain greenhouse gas emissions data and climate-related financial risk reports. Similarly, while currently subject to a stay pending judicial review, the SEC has adopted extensive climate-related reporting requirements. The European Union has also established similar regulations, such as the Corporate Sustainability Reporting Directive (“CSRD”), and the European Union Deforestation Regulations (“EUDR”). The CSRD establishes extensive ESG-related disclosure requirements based on the European Sustainability Reporting Standards, including certain assurance obligations. The EUDR places limitations on the sale in the European Union of products linked to deforestation or the degradation of forests, and requires companies to implement due diligence systems to verify covered commodities and related products were not produced on deforested land. The standards used to identify and collect the information and data required pursuant to these emerging regulations are still developing and uncertain, which could result in increased costs related to complying with applicable reporting obligations under these standards, and could increase the risk of failing to comply. These changes, or other changes in other environmental laws, regulations, standards or the interpretation thereof, new enforcement of laws, the identification of new facts or the failure of other parties to perform remediation at our current or former facilities could be costly and lead to new or greater liabilities that could materially adversely affect our business, results of operations, cash flows or financial condition.
Although we are not aware of any environmental conditions at any of our facilities that could have a material adverse effect on our financial condition, results of operations and cash flows, we own facilities that have been operated over the course of many decades. Should the Company make material changes in the operations at a facility it is possible such changes could generate environmental obligations that might require remediation or other action, the nature, extent and cost of which are not presently known. We may also face higher disposal and clean-up costs to replace equipment or facilities containing materials that were compliant when installed but are now considered contaminants. Additionally, as we sell closed or other facilities or materially alter operations at a facility, we may be
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required to perform additional environmental evaluations that could identify items that might require remediation or other action, the nature, extent and cost of which are not presently known. We may also incur environmental liabilities in connection with assets or businesses we may purchase in the future.
ESG issues may have an adverse effect on our business, financial condition and results of operations, the desirability of our stock, and may damage our reputation.
Companies across all industries are facing increasing scrutiny relating to their ESG policies. If we are unable to meet our ESG goals or evolving investor, industry, or stakeholder expectations and standards, or if we are perceived to have not responded appropriately to the growing concern for ESG issues, customers and consumers may choose to stop purchasing our products or purchase products from another company or a competitor, and our reputation, the desirability of our stock to investors, and our business or financial condition may be adversely affected. Increased focus and activism on ESG topics may hinder our access to capital, as investors may reconsider their capital investment as a result of their assessment of our ESG practices. In particular, these constituencies are increasingly focusing on environmental issues, including climate change, water use, deforestation, waste, and other sustainability concerns. These demands could cause us to incur additional costs or to make changes to our operations to comply with such demands. In addition to environmental issues, these constituencies are also focused on social and other governance issues, including matters such as, but not limited to, human capital and social issues. Any failure to achieve our ESG goals or a perception (whether or not valid) of our failure to act responsibly with respect to the environmental, human capital, or social issues, or to effectively respond to new, or changes in, legal or regulatory requirements concerning environmental or other ESG matters, or increased operating or manufacturing costs due to increased regulation or environmental causes could adversely affect our business and reputation and increase risk of litigation.
Increases in costs of pension benefits may reduce our profitability and could impact our cash reserves.
Our results of operations may be negatively affected by expenses we record for our defined benefit pension plans. Generally accepted accounting principles in the U.S., require that we calculate income or expense for the plans using actuarial valuations. These valuations reflect assumptions about financial markets, longevity of our current and former employees and other economic conditions, which may change based on changes in key economic indicators and mortality tables. We are required to make an annual measurement of plan assets and liabilities, which may result in increased funding obligations or negative changes in our stockholders' equity. At the end of 2025, the combined projected benefit obligation of our pension plans had a net underfunding of $15.0 million. The Company has both funded and unfunded pension plans and we make contributions to our pension trusts (where applicable) based on many factors, including regulatory guidelines, investment returns of the trusts, and availability of cash for pension contributions versus other priorities. For a discussion regarding our pension obligations, refer to Note 16. Postretirement and Other Benefits of the Notes to Consolidated Financial Statements in Part II, Item 8 and "Other Factors Affecting Liquidity and Capital Resources" in Part II, Item 7. Although expense and pension funding contributions are not directly related, key economic factors that affect expense would also likely affect the amount of cash we would contribute to pension plans as required under the Employee Retirement Income Security Act ("ERISA") for U.S. plans. Failure to achieve expected returns on plan assets driven by various factors, which could include a continued environment of low interest rates or sustained market volatility, could also result in an increase to the amount of cash we would be required to contribute to pension plans.
We are subject to various legal actions and other claims.
We regularly are involved in legal actions and other claims arising in the ordinary course of business and otherwise. We are also subject to many laws and regulations around the world. Despite our efforts, we cannot guarantee that we are in compliance with every such law or regulation. Although we do not believe that any of the currently pending actions or claims against us will have a material adverse impact on our financial condition, results of operations and cash flows, we cannot provide any assurances in this regard. Information concerning some of these actions that currently are pending is contained in Note 18. Commitments and Contingencies, of the Notes to Consolidated Financial Statements and in Part I, Item 3, “Legal Proceedings” of this report. We also cannot give any assurances as to any litigation that might be filed against us in the future.
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Any loss or interruption of the operations of our facilities may harm our operating performance.
Our revenues depend on the effective operation of our manufacturing facilities. The operation of our facilities involves risks, including the breakdown, failure, or substandard performance of equipment, power outages, the improper installation or operation of equipment, explosions, fires, natural disasters, failure to achieve or maintain safety or quality standards, work stoppages, supply or logistical outages, and the need to comply with environmental and other directives of governmental agencies. Moreover, natural disasters, political crises, public health crises or other unforeseen catastrophic events in any of the countries in which we operate may negatively impact our facilities, our supply chain or customers. If we experience supply disruptions, we may not be able to develop alternate sourcing quickly. Any disruption of our production schedule caused by an unexpected shortage of components, raw materials or parts even for a relatively short period of time could cause us to alter production schedules or suspend production entirely, which would adversely affect our business and results of operations. The occurrence of material operational problems, including, but not limited to, the above events, could cause the loss or interruption of operations for a significant length of time, which could have a material adverse effect on our financial condition, results of operations and cash flows.
In addition, many of our operations require a reliable and abundant supply of water. Production facilities for our segments rely on a local water body or water source for their water needs and, therefore, are particularly sensitive to drought conditions or other natural or man-made interruptions to water supplies. At various times and for differing periods, we have had to modify operations at certain of our mills due to water shortages, water clarity, or low flow conditions in its principal water supplies. Any interruption or curtailment of operations at any of our production facilities due to drought or low flow conditions at the principal water source or another cause could materially and adversely affect our operating results and financial condition.
Fluctuations in construction and infrastructure spending can impact demand for certain of our products.
Demand for certain of our products depends on spending in the construction industry, both residential and non-residential, as well as infrastructure sectors. Spending in those sectors is impacted by numerous circumstances beyond our control including, but not limited to, interest rates, availability of financing, housing inventory, capital spending, corporate investment, local, federal and state regulations, as well as availability and commitment of public funds for municipal spending, capacity utilization and general economic conditions. Decreased spending in any of these sectors could have an adverse impact on our financial condition, results of operations, and cash flows during the duration of their down cycle.
Historically, we have experienced significant cost savings and productivity benefits relating to our ongoing operational excellence program; however, these benefits may not continue indefinitely or at the same levels.
Historically, we have experienced significant cost savings and productivity benefits relating to our ongoing continuous improvement and operational excellence programs. We expect to continue to achieve significant savings and benefits from these efforts; however, we may be unable to continue in the future to obtain savings and benefits in line with historical achievements, and our profitability and financial results could be adversely affected.
Our foreign sales and operations may be adversely affected by supply chain disruptions due to political unrest, terrorist acts, and national and international dispute.
We conduct a portion of our sales and manufacturing outside the United States. Our foreign sales and operations are subject to a number of risks, including political and economic instability, which could have a material adverse impact on our ability to increase or maintain our international sales and operations. National and international disputes such as war, border closures, civil disturbances and terrorist acts, including Russia's invasion of Ukraine and geopolitical conflicts in the Middle East may increase the likelihood of already strained supply interruptions and further hinder our ability to access the materials and energy we need to manufacture our products. Additional supply chain disruptions will make it harder for us to find favorable pricing and reliable sources for the materials and energy we need. As a result, such disruptions will put upward pressure on our costs and increase the risk that we
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may be unable to acquire the materials and energy we need to continue to make certain products, in particular at our manufacturing facilities in Europe.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Risk management and strategy
We have developed processes for assessing, identifying and managing material risks from cybersecurity threats. Our enterprise risk management system incorporates risks from cybersecurity threats alongside other risks to the company. We employ a range of tools and services to inform our assessment, identification and management of material risks from cybersecurity threats, which include from time to time:
•monitoring emerging data protection laws and implementing responsive changes to our processes;
•undertaking periodic reviews of our policies with customers, partners, and suppliers and statements related to cybersecurity;
•conducting cybersecurity management and incident training for employees involved in our systems and
processes that handle sensitive data;
•conducting phishing email simulations for employees and contractors with access to corporate email
systems;
•requiring employees, as well as third-parties who provide services on our behalf, to treat information and
data with care; and
•educating our teams on incident response, conducting tabletop exercises and using the findings to improve our processes and technologies.
For a discussion of whether and how any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations, see “Part I, Item 1A. Risk Factors -- A failure of, or a security breach in a key information technology system or process or other unusual events could compromise our information and expose us to liability, which could adversely affect our business; IT project delays and overruns are possible” which is incorporated by reference into this Item 1C.
Governance
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Item 2. Properties
As of December 31, 2025, we conduct business in over 100 countries and operate 34 production locations worldwide, with offices and facilities in the United States, United Kingdom, China, Germany, France, Belgium, India, Canada, Spain, Italy, Mexico, and Luxembourg.
Our principal production facilities as of December 31, 2025 are summarized below:
| Geographic Region | FAM | SAS | |||||||||
U.S. | 9 | 10 | |||||||||
Europe | 3 | 7 | |||||||||
Asia/Pacific | 1 | 2 | |||||||||
| Americas (excluding U.S.) | 0 | 2 | |||||||||
Total(1) | 13 | 21 | |||||||||
(1) Includes leased sites as follows: United States - 7, Europe - 2, Asia/Pacific - 3, Americas - 1.
We consider all of our operating facilities to be well-maintained, suitable for conducting our operations and business, and adequately insured.
Item 3. Legal Proceedings
General
In the ordinary course of business, we are involved in various legal proceedings from time to time, including relating to contracts, commercial disputes, taxes, environmental issues, employment and workers' compensation claims, product liability and other matters. We periodically review the status of these proceedings with both inside and outside counsel. We believe that the ultimate disposition of these matters will not have a material effect on the results of operations in a given quarter or year, but no assurances can be given in this regard. Refer to Note 18. Commitments and Contingencies, of the Notes to Consolidated Financial Statements for additional information.
Environmental Matters
The Company's operations are subject to various nations' federal, state and local laws, regulations and ordinances relating to environmental matters. The nature of the Company's operations exposes it to the risk of claims with respect to various environmental matters, and there can be no assurance that material costs or liabilities will not be incurred in connection with such claims. While the Company has incurred in the past several years, and will continue to incur, capital and operating expenditures to comply with environmental laws and regulations, it believes that its future cost of compliance with environmental laws, regulations and ordinances, and its exposure to liability for environmental claims and its obligation to participate in the remediation and monitoring of certain hazardous waste disposal sites, will not have a material effect on its financial condition or results of operations. However, future events, such as changes in existing laws and regulations, or unknown contamination or costs of remediation of sites owned, operated or used for waste disposal by the Company (including contamination caused by prior owners and operators of such sites or other waste generators) may give rise to additional costs which could have a material effect on its financial condition or results of operations.
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Indemnification Matters
In connection with our spin-off from Kimberly-Clark in 1995, we undertook to indemnify and hold Kimberly-Clark harmless from claims and liabilities related to the businesses transferred to us that were not identified as excluded liabilities in the related agreements. As of December 31, 2025, there were no material claims pending under this indemnification.
In connection with the EP Divestiture, we undertook to indemnify and hold Evergreen Hill Enterprise harmless from claims and liabilities related to the EP business that were identified as excluded or specified liabilities in the related agreements up to an amount not to exceed $10 million. As of December 31, 2025, there were no material claims pending under this indemnification.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information. Our common stock, $0.10 par value per share ("Common Stock") is trading on the New York Stock Exchange (NYSE") under the symbol "MATV." Prior to the Merger, our Common Stock was listed on the NYSE, trading under the symbol "SWM" since November 30, 1995. On February 23, 2026, our stock closed at $10.98 per share.
Performance Graph. The following graph compares the total cumulative stockholder return on our Common Stock during the period from December 31, 2020 through December 31, 2025 with the comparable cumulative total returns of the Russell 2000, S&P SmallCap 600 Capped Materials Index and self-constructed peer group, both of which we consider to be reflective of the performance of the industries in which we operate. The peer group portfolio includes nine U.S. based materials companies including Clearwater Paper Corp., Deluxe Corp., Eastman Chemical Co., Essentra Plc, Graphic Packing Holding Corp, Greif Inc., Magnera Corp, Rayonier Advanced Materials Inc., and Sealed Air Corp. In 2021, the peer group included Neenah, Inc. and Intertape Polymer Group Inc., which were acquired during 2022 and are no longer peer group public entities. They were replaced with Deluxe Corp. and Eastman Chemical Co. In 2024, the peer group included Berry Global Group Inc. and Glatfelter Corp. which were acquired during 2025 and are no longer peer group public entities. Glatfelter Corp. was replaced with Magnera Corp.
The graph assumes that the value of the investments in the Common Stock and each index were $100 on December 31, 2020, and that all dividends were reinvested. The stock price performance shown on the graph below is not necessarily indicative of future price performance.
Comparison of Cumulative Five-Year Return
Holders. As of February 23, 2026, there were 1,684 stockholders of record.
Dividends. We have declared and paid cash dividends on our Common Stock every fiscal quarter since the second quarter of 1996. In 2025, 2024 and 2023, we declared and paid cash dividends totaling $0.40, $0.40, and $1.00 per share, respectively. On February 18, 2026, we announced a cash dividend of $0.10 per share payable on March 27, 2026 to stockholders of record as of the close of business on March 13, 2026. Our credit agreement covenants require that we maintain certain financial ratios, as disclosed in Note 12. Debt of the Notes to Consolidated Financial Statements, none of which under normal business conditions materially limit our ability to pay such dividends. We
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will continue to assess our dividend policy in light of our overall strategy, cash generation, debt levels and ongoing requirements for cash to fund operations and to pursue possible strategic opportunities.
Recent Sales of Unregistered Securities. We had no unregistered sales of equity securities during the fiscal year ended December 31, 2025.
Repurchases of Equity Securities. The Company did not repurchase shares during 2025 and the remaining amount of share repurchases currently authorized by our Board of Directors as of December 31, 2025 is $22.0 million.
In August 2023, the Board of Directors authorized the repurchase of shares of Mativ Common Stock in an amount not to exceed $30.0 million. Under the current $30.0 million authorization for the share repurchases, the Company purchased 539,386 shares for $8.0 million cumulatively as of February 23, 2026.
Item 6. Reserved
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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following is a discussion of our financial condition and results of operations. This discussion should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. The discussion of our financial condition and results of operations includes various forward-looking statements about our markets, the demand for our products and our future prospects. These statements are based on certain assumptions that we consider reasonable. For information about risks and exposures relating to us and our business, you should read the sections entitled "Factors That May Affect Future Results," in Part I, Item 1A of this Annual Report on Form 10-K and "Forward Looking Statements" at the end of this Item 7. Unless the context indicates otherwise, references to "Mativ," the "Company," "we," "us," "our," or similar terms include Mativ Holdings, Inc. and our consolidated subsidiaries.
This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is designed to provide a reader of our financial statements with an understanding of our recent performance, our financial condition and our prospects.
As discussed in Note 8. Discontinued Operations of the Notes to Consolidated Financial Statements, the results from continuing operations exclude the results of our EP Business for all periods presented. All information presented within this MD&A is on a continuing operations basis.
Recent Developments
Throughout 2025, the U.S. government proposed the implementation of, or did implement, a number of tariffs on imports to the United States from a large number of countries, including baseline tariffs and additional individualized reciprocal tariff on certain countries with whom the United States has the largest trade deficits. Increased tariffs by the United States has led and may continue to lead to the imposition of retaliatory tariffs by foreign governments. Additionally, throughout 2025, the U.S. government announced and rescinded multiple tariffs on several foreign jurisdictions, which has increased uncertainty regarding the ultimate effect of the tariffs on economic conditions. Uncertainties about tariffs and their effects on trading relationships, including as a result of future developments, may impact the macroeconomic conditions in the markets in which we operate, and may do so with little to no advanced notice. Although we are continuing to monitor the impact of such announcements, as well as opportunities to mitigate their related impacts, costs and other effects associated with the tariffs remain uncertain.
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CRITICAL ACCOUNTING ESTIMATES
We disclose those accounting estimates that we consider to be significant in determining the amounts to be utilized for communicating our consolidated financial position, results of operations and cash flows in the first note to our consolidated financial statements included elsewhere herein. Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements. Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the U.S., which require management to make estimates that affect the amounts of revenues, expenses, assets and liabilities reported and disclosure of contingencies. Changes in these estimates could have a material impact on our financial position, results of operations, and cash flows. We discussed with the Audit Committee of the Board of Directors the estimates and judgments made for each of the following items and our accounting for and presentation of these items in the accompanying consolidated financial statements:
Income Taxes
Our income tax expense (benefit), deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best estimate of current and future taxes to be paid. We are subject to income taxes in the U.S. and numerous foreign jurisdictions.
Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In evaluating our ability to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, we begin with historical results adjusted for the results of discontinued operations and incorporate assumptions about the amount of future state, federal, and foreign pretax operating income adjusted for items that do not have tax consequences. The assumptions about future taxable income require the use of significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider three years of cumulative operating income (loss).
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across our global operations. Accounting Standards Codification Topic No. 740, Income Taxes ("ASC 740"), states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. We record unrecognized tax benefits as liabilities in accordance with ASC 740 and adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available.
Contingencies
We accrue an estimated loss by taking a charge to income when the likelihood that a future event, such as a legal proceeding, will result in a loss or the occurrence of a liability is probable, and the amount of loss can be reasonably estimated. We disclose material contingencies if there is at least a reasonable possibility that a loss has been incurred. In determining whether a loss should be accrued, we evaluate, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. Changes in these factors could materially impact our financial condition, results of operations, and our cash flows.
For further information, refer to "Litigation" in Part I, Item 3, "Legal Proceedings" and Note 18. Commitments and Contingencies of the Notes to Consolidated Financial Statements.
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Property, Plant and Equipment Valuation
Certain of our manufacturing processes are capital intensive; as a result, we make substantial investments in property, plant and equipment which are recorded at cost. Net property, plant and equipment comprised 30% of our total assets as of December 31, 2025. Property, plant and equipment is depreciated on the straight-line method over the estimated useful lives of the assets. Production machines and related equipment are not subject to substantial technological changes rendering them obsolete and are generally depreciated over estimated useful lives of 5 to 20 years. When indications of impairment exist, we assess the likelihood of recovering the cost of long-lived assets based on our expectation of future profitability and undiscounted cash flow of the related asset group. These factors, along with management's plans with respect to the operations, are considered in assessing the recoverability of property, plant and equipment. Changes in management's estimates and plans could significantly impact our financial condition, results of operations and cash flows.
Goodwill
Goodwill is not subject to amortization and is tested for impairment at the reporting unit level annually, during the fourth quarter, specifically October 1, or more frequently if events or changes in circumstances indicate impairment may exist. The Company determines the fair value of its reporting units using the income approach based upon estimated future cash flows discounted at a rate commensurate with the risk involved or market-based comparables. The determination of the fair value using the income approach requires management to make significant estimates and assumptions related to forecasts of future cash flows and discount rates. Changes to the forecasted revenue growth, earnings before income taxes, depreciation and amortization (“EBITDA”) and discount rate assumptions may result in a significantly different estimate of the fair value of the reporting units, which could result in a different assessment of the recoverability of goodwill or measurement of an impairment charge. During the years ended December 31, 2025 and 2023, we performed interim quantitative goodwill impairment tests, which resulted in non-cash impairment charges of $411.9 million and $401.0 million, respectively. Refer to Note 9. Goodwill, of the Notes to Consolidated Financial Statements for additional information. The annual impairment tests performed on October 1, 2025, 2024 and 2023 resulted in no impairment charges. We continue to monitor the impact of the sustained impact of macro-economic conditions, an increasingly global competitive environment, along with continued volatility particularly in the construction and automotive sectors. Future deterioration in these conditions may require us to perform an interim quantitative impairment test in 2026.
The fair value estimates used in the assessment of impairment for goodwill consider historical trends in addition to significant assumptions including projections of future performance. Changes in these assumptions can have a significant impact on the assessment of fair value.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
For a discussion regarding recently adopted accounting pronouncements, refer to Recently adopted Accounting Pronouncements included in Note 2. Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements.
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SUMMARY
In 2025, we reported a net loss of $337.4 million on total net sales of $1,987.0 million. Compared to the prior year, net sales increased $5.9 million, or 0.3%. Sales reflected higher volume/mix, favorable currency translation, and higher selling prices, partially offset by sales associated with exited facilities. FAM segment net sales increased $1.0 million, or 0.1%, compared to prior year primarily driven by favorable currency translation, partially offset by lower selling prices. SAS segment net sales increased $4.9 million, or 0.4%, compared to prior year primarily driven by higher volume/mix, higher selling prices, and favorable currency translation, partially offset by sales associated with exited facilities.
The increase in net loss in 2025 compared to 2024 was primarily due to the $411.9 million goodwill impairment expense. For more information on the goodwill impairment, refer to Note 9. Goodwill of the Notes to Consolidated Financial Statements. The Company incurred restructuring and other impairment charges of $19.9 million and $38.1 million, in 2025 and 2024, respectively, primarily related to exiting certain product categories and site closures.
RESULTS OF OPERATIONS
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| (in millions, except per share amounts) | |||||||||||||||||
| Net sales | $ | 1,987.0 | $ | 1,981.1 | $ | 2,026.0 | |||||||||||
| Cost of products sold | 1,624.1 | 1,617.0 | 1,670.2 | ||||||||||||||
Gross profit | 362.9 | 364.1 | 355.8 | ||||||||||||||
Selling and general expense | 228.7 | 233.8 | 263.9 | ||||||||||||||
| Research and development expense | 23.6 | 23.0 | 21.2 | ||||||||||||||
Intangible asset amortization expense | 63.2 | 62.9 | 61.0 | ||||||||||||||
| Total nonmanufacturing expenses | 315.5 | 319.7 | 346.1 | ||||||||||||||
Goodwill impairment expense | 411.9 | — | 401.0 | ||||||||||||||
Restructuring and other impairment expense | 19.9 | 38.1 | 22.6 | ||||||||||||||
Operating profit (loss) | (384.4) | 6.3 | (413.9) | ||||||||||||||
| Interest expense | 71.1 | 74.7 | 62.2 | ||||||||||||||
| Loss on debt extinguishment | — | 7.3 | — | ||||||||||||||
Other expense, net | (7.5) | (3.2) | (4.8) | ||||||||||||||
Loss from continuing operations before income taxes | (463.0) | (78.9) | (480.9) | ||||||||||||||
Income tax expense (benefit) | (125.6) | (30.2) | 26.8 | ||||||||||||||
Net loss from continuing operations | (337.4) | (48.7) | (507.7) | ||||||||||||||
Income from discontinued operations, net of tax | — | — | 198.2 | ||||||||||||||
Net loss | $ | (337.4) | $ | (48.7) | $ | (309.5) | |||||||||||
Net income (loss) per share from continuing operations | |||||||||||||||||
| Basic | $ | (6.19) | $ | (0.90) | $ | (9.33) | |||||||||||
| Diluted | $ | (6.19) | $ | (0.90) | $ | (9.33) | |||||||||||
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Comparison of the Years Ended December 31, 2025 and 2024
Net Sales
The following table presents net sales by segment (in millions):
| 2025 | 2024 | Change | Percent Change | ||||||||||||||||||||
| FAM | $ | 767.5 | $ | 766.5 | $ | 1.0 | 0.1 | % | |||||||||||||||
| SAS | 1,219.5 | 1,214.6 | 4.9 | 0.4 | % | ||||||||||||||||||
| Total | $ | 1,987.0 | $ | 1,981.1 | $ | 5.9 | 0.3 | % | |||||||||||||||
The following table presents components of change in net sales by segment for the year ended December 31, 2025 compared to 2024 (as a percentage of net sales):
Percent Change in Net Sales | |||||||||||||||||
FAM | SAS | Total | |||||||||||||||
Volume/mix | 0.1 | % | 2.0 | % | 1.3 | % | |||||||||||
Sales associated with exited facilities | — | (3.5) | (2.1) | ||||||||||||||
Total volume/mix | 0.1 | (1.5) | (0.8) | ||||||||||||||
Selling price | (1.1) | 1.0 | 0.2 | ||||||||||||||
Currency translation | 1.1 | 0.9 | 0.9 | ||||||||||||||
Total percent change | 0.1 | % | 0.4 | % | 0.3 | % | |||||||||||
FAM segment net sales of $767.5 million during the year ended December 31, 2025 increased $1.0 million, or 0.1% compared to prior year-end. Sales reflected favorable currency translation, offset by lower selling prices.
SAS segment net sales of $1,219.5 million during the year ended December 31, 2025 increased $4.9 million, or 0.4% compared to the prior year-end. Sales reflected higher volume/mix, higher selling prices, and favorable currency translation, partially offset by sales associated with exited facilities.
Gross Profit
The following table presents gross profit (in millions):
| Percent Change | Percent of Net Sales | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | |||||||||||||||||||||||||||||||
| Net sales | $ | 1,987.0 | $ | 1,981.1 | $ | 5.9 | 0.3 | % | |||||||||||||||||||||||||||
| Cost of products sold | 1,624.1 | 1,617.0 | 7.1 | 0.4 | % | 81.7 | % | 81.6 | % | ||||||||||||||||||||||||||
| Gross profit | $ | 362.9 | $ | 364.1 | $ | (1.2) | (0.3) | % | 18.3 | % | 18.4 | % | |||||||||||||||||||||||
Gross profit of $362.9 million during the year ended December 31, 2025 decreased $1.2 million, or 0.3%, compared to the prior year period which reflected higher distribution and manufacturing costs, and lower volume/mix, partially offset by favorable relative net selling price and input cost performance. FAM gross profit decreased $10.9 million, or 6.3% and SAS gross profit increased $9.7 million, or 5.1%.
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Nonmanufacturing Expenses
The following table presents nonmanufacturing expenses (in millions):
| Percent Change | Percent of Net Sales | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | |||||||||||||||||||||||||||||||
Selling and general expense | $ | 228.7 | $ | 233.8 | $ | (5.1) | (2.2) | % | 11.5 | % | 11.8 | % | |||||||||||||||||||||||
| Research and development expense | 23.6 | 23.0 | 0.6 | 2.6 | % | 1.2 | % | 1.2 | % | ||||||||||||||||||||||||||
Intangible asset amortization expense | 63.2 | 62.9 | 0.3 | 0.5 | % | 3.2 | % | 3.2 | % | ||||||||||||||||||||||||||
| Nonmanufacturing expenses | $ | 315.5 | $ | 319.7 | $ | (4.2) | (1.3) | % | 15.9 | % | 16.2 | % | |||||||||||||||||||||||
Nonmanufacturing expenses of $315.5 million during the year ended December 31, 2025 decreased $4.2 million, or 1.3%, compared to the prior year period primarily due to lower selling and general expense as a result of actions taken under an organizational realignment initiative ("the Plan").
Restructuring and Other Impairment Expense
The following table presents restructuring and other impairment expense by segment (in millions):
| Percent of Net Sales | |||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | |||||||||||||||||||||||||
| FAM | $ | 16.7 | $ | 5.7 | $ | 11.0 | 2.2 | % | 0.7 | % | |||||||||||||||||||
| SAS | 1.8 | 29.0 | (27.2) | 0.1 | % | 2.4 | % | ||||||||||||||||||||||
| Unallocated expenses | 1.4 | 3.4 | (2.0) | ||||||||||||||||||||||||||
| Total | $ | 19.9 | $ | 38.1 | $ | (18.2) | 1.0 | % | 1.9 | % | |||||||||||||||||||
Restructuring and other impairment expenses in the FAM segment primarily included impairment charges of $11.8 million, along with severance of $3.4 million and costs attributable to facility closures announced in the current and prior years.
Restructuring and other impairment expenses in the SAS segment included severance charges of $1.7 million, primarily attributable to actions taken under the second wave of the Plan.
Unallocated Restructuring and other impairment expenses are comprised of severance charges.
Total severance related expenses during the year ended December 31, 2025 are primarily attributable to actions taken under the second wave of the Plan.
Operating Profit (Loss)
The following table presents operating profit (loss) by segment (in millions):
| Percent Change | Return on Net Sales | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | |||||||||||||||||||||||||||||||
| FAM | $ | (359.8) | $ | 70.0 | $ | (429.8) | N.M. | (46.9) | % | 9.1 | % | ||||||||||||||||||||||||
| SAS | 85.6 | 45.4 | 40.2 | 88.5 | % | 7.0 | % | 3.7 | % | ||||||||||||||||||||||||||
| Unallocated expenses | (110.2) | (109.1) | (1.1) | 1.0 | % | ||||||||||||||||||||||||||||||
| Total | $ | (384.4) | $ | 6.3 | $ | (390.7) | N.M. | (19.3) | % | 0.3 | % | ||||||||||||||||||||||||
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In the FAM segment, operating loss in the year ended December 31, 2025 was $359.8 million compared to operating profit of $70.0 million in the year ended December 31, 2024, a decrease of $429.8 million primarily due to the $411.9 million goodwill impairment in 2025, see Note 9. Goodwill of the Notes to Consolidated Financial Statements. Excluding the goodwill impairment, operating profit was $52.1 million, a $17.9 million decrease from the prior year due to higher manufacturing and distribution costs, and unfavorable relative net selling price and input cost performance, partially offset by higher volume/mix, and lower selling and general expenses.
In the SAS segment, operating profit in the year ended December 31, 2025 was $85.6 million, an increase of $40.2 million, compared to operating profit of $45.4 million in the year ended December 31, 2024. The increase is primarily due to favorable relative net selling price and input cost performance, lower manufacturing costs, and lower selling and general expenses, partially offset by lower volume/mix, and higher distribution costs.
Unallocated expenses in the year ended December 31, 2025 were $110.2 million, an increase of $1.1 million, or 1.0%, compared to the prior year period. The increase is primarily due to one-time separation costs of $7.6 million related to our previously disclosed CEO and CFO transitions, partially offset by a decrease in selling and general expenses as a result of actions taken under the Plan.
Interest Expense
Interest expense was $71.1 million in the year ended December 31, 2025, a decrease of $3.6 million, or 4.8%, compared to the year ended December 31, 2024. Interest expense decreased mainly due to lower average balances on the floating portion of our outstanding debt in 2025.
The weighted average effective interest rate on our debt facilities, including the impact of hedges, was approximately 7.46% and 6.41% for the years-ended December 31, 2025 and 2024, respectively.
Other Expense, Net
Other expense was $7.5 million in the year ended December 31, 2025 compared to expense of $3.2 million for the year ended December 31, 2024, an increase in expense of $4.3 million. The current period includes non-cash settlement charges associated with our U.S. Pension Plan and higher foreign currency losses.
Income Taxes
The $125.6 million benefit and $30.2 million benefit for income taxes in the years-ended December 31, 2025 and 2024, respectively, resulted in an effective tax rate of 27.1% compared with 38.3% in the prior year. The net change was primarily due to the impact from a $49.3 million decrease to our valuation allowance, and goodwill impairment not deductible for tax purposes in the current period.
Net Loss and Loss per Share
Net loss in the year ended December 31, 2025 was $337.4 million, or $6.19 per diluted share, compared to net loss of $48.7 million, or $0.90 per diluted share, during the prior year period.
For a comparison of the Company’s results of operations for the year ended December 31, 2024 to the year ended December 31, 2023, refer to Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the U.S. Securities and Exchange Commission on February 27, 2025.
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LIQUIDITY AND CAPITAL RESOURCES
Liquidity & Cash Flow
A major factor in our liquidity and capital resource planning is our generation of cash flow from operations, which is sensitive to changes in the mix of products sold, volume and pricing of our products, as well as changes in our production volumes, costs and working capital. Our liquidity is supplemented by funds available under our Revolving Facility with a syndicate of banks that is used as either operating conditions or strategic opportunities warrant and also by our Receivables Sales Agreement, refer to Note 5. Accounts Receivable, Net for additional information. Market conditions permitting, we may also seek to access the capital markets as we deem appropriate.
Cash Requirements
As of December 31, 2025, $74.9 million of our $84.2 million of cash and cash equivalents was held by foreign subsidiaries. Restricted cash of $5.6 million primarily represents retained contributions associated with our UK Pension scheme. Cash paid for income taxes (net of refunds) was $11.5 million for the year ended December 31, 2025. We believe our sources of liquidity and capital, including cash on-hand, cash generated from operations, our Revolving Facility, and our Receivables Sales Agreement (an off-balance sheet arrangement as defined in Item 303(a)(4)(ii) of SEC Regulation S-K), will be sufficient to finance our continued operations, our current and long-term growth plan, and dividend payments.
The following table presents summarized activity related to our cash flow (in millions):
| Years Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
Net cash provided by (used in): | |||||||||||
Operations | $ | 133.8 | $ | 94.8 | |||||||
Investing | (37.0) | (56.7) | |||||||||
Financing | (106.7) | (55.9) | |||||||||
| Effect of exchange rate changes on Cash and cash equivalents and Restricted cash | 5.4 | (8.1) | |||||||||
| Net change in Cash and cash equivalents and Restricted cash | (4.5) | (25.9) | |||||||||
| Cash and cash equivalents and Restricted cash at beginning of period | 94.3 | 120.2 | |||||||||
| Cash and cash equivalents and Restricted cash at end of period | $ | 89.8 | $ | 94.3 | |||||||
Net cash provided by operations increased $39.0 million to $133.8 million during the year ended December 31, 2025, compared with $94.8 million in the prior year. The increase was attributable to lower cash payments related to restructuring activities and favorable year-over-year movements in working capital related cash flows.
In the year ended December 31, 2025, net changes in operating working capital increased cash flow by $8.4 million primarily related to changes in inventories and accounts payable and other current liabilities, partially offset by an increase in accounts receivable. In 2024, net changes in operating working capital increased cash flow by $0.1 million primarily related to changes in accounts payable and other current liabilities and accounts receivable, partially offset by an increase in inventories.
Cash used in investing activities decreased $19.7 million during the year ended December 31, 2025 compared to the prior year and was attributable to lower capital spending.
Cash used in financing activities increased $50.8 million during the year ended December 31, 2025 compared to the prior year. The increase was attributable to higher net repayments of long-term debt outstanding under our Credit Agreement.
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Dividend Payments
We have declared and paid cash dividends on our common stock every fiscal quarter since the second quarter of 1996. On February 18, 2026, we announced a cash dividend of $0.10 per share payable on March 27, 2026, to stockholders of record as of the close of business on March 13, 2026. The Company is subject to covenants, discussed below, which require that we maintain certain financial ratios none of which under normal business conditions materially limit our ability to pay such dividends. We will continue to assess our dividend policy in light of our overall strategy, cash generation, debt levels and ongoing requirements for cash to fund operations and to pursue possible strategic opportunities.
Debt Instruments and Related Covenants
As of December 31, 2025, the Company had $1,018.2 million of total debt, a decrease of $71.1 million year over year, $84.2 million of Cash and cash equivalents, and undrawn capacity of $431.2 million on its Revolving Credit Facility (as defined below). Under the terms of the Company's amended Credit Agreement, net leverage was 4.2 at December 31, 2025, versus a current maximum covenant ratio of 5.50x. The Company’s nearest debt maturities are our Revolving Credit Facility, Term Loan A Facility, and Delayed Draw Term Loan Facility, due on May 6, 2027.
The following table presents activity related to our debt instruments for the years-ended (in millions):
| Years Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Proceeds from long-term debt | $ | 82.0 | $ | 531.0 | |||||||
| Payments on long-term debt | (161.9) | (554.7) | |||||||||
Net payments on borrowings | $ | (79.9) | $ | (23.7) | |||||||
Net payments from borrowings were $79.9 million during the year ended December 31, 2025 compared to net payments from borrowings of $23.7 million during the prior year-end.
Credit Agreement
On September 25, 2018, the Company entered into a $700.0 million credit agreement (the “Credit Agreement”), which replaced the Company’s previous senior secured credit facilities and provided for a five-year $500.0 million revolving line of credit (the “Revolving Credit Facility”) and a seven-year $200.0 million bank term loan facility (the “Term Loan A Facility”). Subject to certain conditions, the Company may request incremental loans to be extended under the Revolving Credit Facility or as additional Term Loan Facilities so long as the Company is in pro forma compliance with the required financial covenants and the aggregate of such increases does not exceed $400.0 million. Refer to Note 12. Debt of the Notes to Consolidated Financial Statements, for more information.
On February 10, 2021, we amended our Credit Agreement to, among other things, add a new seven-year $350.0 million Term Loan B Facility (the “Term Loan B Facility”) and to decrease the incremental loans that may be extended at the Company’s request to $250.0 million. Refer to Note 12. Debt of the Notes to Consolidated Financial Statements for additional information about the Term Loan B Facility. The balance under the Term Loan B Facility was $116.5 million as of December 31, 2025.
On May 6, 2022 the Company amended its Credit Agreement to extend the maturity of the Revolving Credit Facility and the Term Loan A Facility to May 6, 2027, and to increase the availability under the Revolving Credit Facility to $600.0 million. Additionally, we added a $650.0 million delayed draw term loan facility (the "Delayed Draw Term Loan Facility").
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In December 2024, the Company amended its Credit Agreement to increase the applicable rate margin to 2.75% with respect to revolving loans and delayed draw term loans borrowed at the adjusted Term SOFR rate, adjusted EURIBOR rate or Daily Simple RFR rate, as applicable., and letter of credit fees, 1.75% with respect to revolving loans and delayed draw term loans borrowed at the ABR rate, 3.00% with respect to Term A Loans borrowed at the adjusted Term SOFR rate or adjusted EURIBOR rate, as applicable, and 2.00% with respect to Term A Loans borrowed at the ABR rate and the commitment fee rate to 0.45%, in each case, when the net debt to EBITDA ratio is greater than or equal to 5.00 to 1.00. The Amendment also permits borrowings under the revolving commitments in an aggregate amount up to $504.0 million in Sterling.
Under the terms of the amended Credit Agreement, Mativ must maintain certain financial ratios and comply with certain financial covenants, including a requirement (a) to maintain a minimum interest coverage ratio of 2.50 to 1.00 over each consecutive four fiscal quarter period ending December 31, 2024 through December 31, 2025 with a step-up to 2.75 to 1.00 for each such period thereafter and (b) to maintain a maximum net debt to EBITDA ratio of 5.50 to 1.00 over each consecutive four fiscal quarter period ending December 31, 2024 through December 31, 2025 with a step-down to 5.25 to 1.00 for each such period thereafter. borrowings and loans made under the amended Credit Agreement are secured by substantially all of the Company’s and the guarantors’ personal property, excluding certain customary items of collateral, and will be guaranteed by the Company’s existing and future wholly-owned direct material domestic subsidiaries and by Mativ Luxembourg (formerly known as SWM Luxembourg).
Borrowings under the amended Term Loan A Facility ("Term Loan A Credit Facility") will bear interest, at a rate equal to either (1) a forward-looking term rate based on the Secured Overnight Financing Rate (“Term SOFR”), plus the applicable margin or (2) the highest of (a) the federal funds effective rate plus 0.5%, (b) the rate of interest as published by the Wall Street Journal as the “bank prime loan” rate, and (c) Term SOFR plus 1.0%, in each case plus the applicable margin. The applicable margin for borrowings under the Term Loan A Credit Facility is expected to range from 1.25% to 3.00% for SOFR loans and from 0.25% to 2.00% for base rate loans, in each case depending on the Company’s then current net debt to EBITDA ratio.
Borrowings under the amended Revolving Facility or the Delayed Draw Term Loan facility in U.S. dollars will bear interest, at the Company’s option, at a rate equal to either (1) a forward-looking term rate based on Term SOFR, plus the applicable margin or (2) the highest of (a) the federal funds effective rate plus 0.5%, (b) the rate of interest as published by the Wall Street Journal as the “bank prime loan” rate, and (c) one-month Term SOFR plus 1.0%, in each case plus the applicable margin. Borrowings under the Revolving Facility in Euros will bear interest at a rate equal to the reserve-adjusted Euro interbank offered rate, or EURIBOR, plus the applicable margin. The applicable margin for borrowings under the revolving credit agreement is expected to range from 1.00% to 2.75% for SOFR loans and EURIBOR loans, and from 0.00% to 1.75% for base rate loans, in each case, depending on the Company’s then current net debt to EBITDA ratio.
Borrowings under the Term Loan B Facility will bear interest, equal to a forward-looking term rate based on Term SOFR (subject to a minimum floor of 0.75%) plus 2.75%. Borrowings under the Term Loan B Facility in Euros will bear interest equal to EURIBOR (subject to a minimum floor of 0%) plus 3.75%.
The Company was in compliance with all of its covenants under the amended Credit Agreement at December 31, 2025. With the current level of borrowing and forecasted results, we expect to remain in compliance with our amended Credit Agreement financial covenants. The determination of the forecasted financial covenants requires management to make significant estimates and assumptions related to forecasts of future cash flows, future net debt, and future benefits from future synergies. Changes to the forecasted revenue growth, earnings before income taxes, depreciation and amortization (“EBITDA”), net debt, and benefits from future synergies may result in a significantly different estimate of our forecasted financial covenant ratios.
Our total debt to capital ratios, as calculated under the amended Credit Agreement, at December 31, 2025 and December 31, 2024 were 67.1% and 55.9%, respectively.
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Indenture for 8.00% Senior Unsecured Notes Due 2029
On October 7, 2024, the Company closed a private offering of $400.0 million of 8.000% senior unsecured notes due 2029 (the “2029 Notes”). The 2029 Notes were sold in a private placement in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended, pursuant to a purchase agreement between the Company, certain subsidiaries of the Company and a third-party financial institution, as representative of the initial purchasers. The 2029 Notes are senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly-owned subsidiaries that is a borrower under or that guarantees obligations under the Company’s senior secured credit facilities or that guarantees certain other indebtedness, subject to certain exceptions.
The 2029 Notes were issued pursuant to an Indenture (the “Indenture”), dated as of October 7, 2024, among the Company, the guarantors listed therein and a third-party financial institution, as trustee. Interest on the 2029 Notes is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2025, and the 2029 Notes mature on October 1, 2029, subject to earlier repurchase or redemption.
The Company may redeem some or all of the 2029 Notes at any time on or after October 1, 2026, at the redemption prices set forth in the Indenture, together with accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Company sells certain assets or consummates certain change of control transactions, the Company will be required to make an offer to repurchase the Notes, subject to certain conditions.
The Indenture contains certain covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries to incur additional indebtedness, make certain dividends, repurchase Company stock or make other distributions, make certain investments, create liens, transfer or sell assets, merge or consolidate and enter into transactions with the Company’s affiliates. Such covenants are subject to a number of exceptions and qualifications set forth in the Indenture. The Indenture also contains certain customary events of default, including failure to make payments in respect of the principal amount of the 2029 Notes, failure to make payments of interest on the 2029 Notes when due and payable, failure to comply with certain covenants and agreements and certain events of bankruptcy or insolvency. The Company was in compliance with all of its covenants under the Indenture at December 31, 2025.
For a comparison of liquidity and capital resources and the Company’s cash flow activities for the fiscal year ended December 31, 2024 and 2023, refer to Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the U.S. Securities and Exchange Commission on February 27, 2025.
Other Factors affecting Liquidity and Capital Resources
Debt Interest Obligations. Debt interest obligations as of December 31, 2025 amount to $185.0 million over the next five years, Approximately $73.6 million, $52.2 million, and $34.9 million is due annually in 2026, 2027, and 2028, respectively, with the remainder being due in 2029 and 2030.
Other Obligations. We have certain purchase obligations as of December 31, 2025, under which we are required to make minimum payments for goods and services including raw materials, capital projects and energy. These obligations amount to approximately $105.1 million of which $84.3 million is obligated over the next year and the remainder is obligated over the next five years.
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OUTLOOK
For both Filtration & Advanced Materials (FAM) and Sustainable & Adhesive Solutions (SAS) segments, we expect our long-term growth outlook to be driven by macro factors affecting our served end-markets, as well as industry demand for many of our key applications.
For our FAM segment, we generally expect to deliver growth exceeding long-term broad economic growth in the U.S and Europe, and, to some extent China (as well as relative outperformance during periods of economic declines).
For the SAS segment, we generally expect to deliver growth relatively in line with long-term broad economic growth in the U.S. and to some extent Europe and China.
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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act") that are subject to the safe harbor created by the Act and other legal protections. Forward-looking statements include, without limitation, those regarding the incurrence of additional debt and expected maturities of the Company’s debt obligations, the adequacy of our sources of liquidity and capital, acquisition integration and growth prospects (including international growth), the cost and timing of our restructuring actions, the impact of ongoing litigation matters and environmental claims, the amount of capital spending and/or common stock repurchases, future cash flows, purchase accounting impacts, impacts and timing of our ongoing operational excellence and other cost-reduction and cost-optimization initiatives, profitability, and cash flow, statement regarding the strategic benefits of divestitures, statements regarding the impact of tariffs and trade actions and other statements generally identified by words such as "believe," "expect," "intend," "guidance," "plan," "forecast," "potential," "anticipate," "confident," "project," "appear," "future," "should," "likely," "could," "may," "will," "typically" and similar words.
These forward-looking statements are prospective in nature and not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which the Company’s business shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. These statements are not guarantees of future performance and involve certain risks and uncertainties that may cause actual results to differ materially from our expectations as of the date of this report. These risks include, among other things, those set forth in Part I, Item 1A. Risk Factors of this report, as well as the following factors:
•Risks associated with the implementation of our strategic growth initiatives, including diversification, and the Company's understanding of, and entry into, new industries and technologies;
•Risks associated with acquisitions, dispositions, strategic transactions and global asset realignment initiatives of Mativ;
•Risks related to the impairment of goodwill;
•Adverse changes in our end-market sectors impacting key customers;
•Changes in the source and intensity of competition in our commercial end-markets;
•Adverse changes in sales or production volumes, pricing and/or manufacturing costs;
•Seasonal or cyclical market and industry fluctuations which may result in reduced net sales and operating profits during certain periods;
•Risks associated with our technological advantages in our intellectual property and the likelihood that our current technological advantages are unable to continue indefinitely;
•Supply chain disruptions, including the failure of one or more material suppliers, including energy, resin, fiber, and chemical suppliers, to supply materials as needed to maintain our product plans and cost structure;
•Increases in operating costs due to inflation and continuing increases in the inflation rate or otherwise, such as labor expense, compensation and benefits costs;
•Our ability to attract and retain key personnel, labor shortages, labor strikes, stoppages or other disruptions;
•Changes in general economic, financial and credit conditions in the U.S., Europe, China and elsewhere, including the impact thereof on currency exchange rates (including any weakening of the Euro) and on interest rates;
•A failure in our risk management and/or currency or interest rate swaps and hedging programs, including the failures of any insurance company or counterparty;
•Changes in the manner in which we finance our debt and future capital needs, including potential acquisitions;
•Changes in tax rates, the adoption of new U.S. or international tax legislation or exposure to additional tax liabilities;
•Uncertainty as to the long-term value of the common stock of Mativ;
•Changes in employment, wage and hour laws and regulations in the U.S. and elsewhere, including unionization rules and regulations by the National Labor Relations Board, equal pay initiatives, additional anti-discrimination rules or tests and different interpretations of exemptions from overtime laws;
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•The impact of tariffs, and the imposition of any future additional tariffs and other trade barriers, and the effects of retaliatory trade measures;
•Existing and future governmental regulation and the enforcement thereof that may materially restrict or adversely affect how we conduct business and our financial results;
•Weather conditions, including potential impacts, if any, from climate change, known and unknown, and natural disasters or unusual weather events;
•International conflicts and disputes, such as the ongoing conflict between Russia and Ukraine, and regional conflict in the Middle East, which restrict our ability to supply products into affected regions, due to the corresponding effects on demand, the application of international sanctions, or practical consequences on transportation, banking transactions, and other commercial activities in troubled regions;
•Compliance with the FCPA and other anti-corruption laws or trade control laws, as well as other laws governing our operations;
•Risks associated with pandemics and other public health emergencies;
•The number, type, outcomes (by judgment or settlement) and costs of legal, tax, regulatory or administrative proceedings, litigation and/or amnesty programs;
•Increased scrutiny from stakeholders related to environmental, social and governance ("ESG") matters, as well as our ability to achieve our broader ESG goals and objectives;
•Costs and timing of implementation of any upgrades or changes to our information technology systems;
•Failure by us to comply with any privacy or data security laws or to protect against theft of customer, employee and corporate sensitive information;
•Risks and uncertainties associated with the introduction of AI, machine learning, and process automation, including rapid technological change, evolving regulatory frameworks, data quality and security, and reliance on third‑party AI tools or vendors;
•Information technology system failures, data security breaches, network disruptions, and cybersecurity events; and
•Other factors described elsewhere in this document and from time to time in documents that we file with the SEC.
All forward-looking statements made in this document are qualified by these cautionary statements. Forward-looking statements herein are made only as of the date of this document, and Mativ undertakes no obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, or changes in future operating results over time or otherwise.
Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance unless expressed as such and should only be viewed as historical data.
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Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Foreign Currency Risk
Changes in foreign currency exchange rates may have an impact on our operating profit. Since we transact business in many countries, some of our sale and purchase transactions are denominated in a currency other than the local currency of our operations. As a result, changes in exchange rates between the currencies in which the transaction is denominated versus the local currency of our operation into which the transaction is being recorded can impact the amount of local currency recorded for such transaction. This can result in more or less local currency revenue or cost related to such transaction and thus have an effect on our operating profit. Our European operations are more fully exposed to currency transaction risk, especially as a result of U.S. dollar, euro, and British pound denominated sales in countries where these currencies are non-functional.
Additionally, changes in foreign currency exchange rates may have an impact on the amount reported in Other expense, net. Once the above-indicated receivables and payables from the sale and purchase transactions have been recorded, to the extent currency exchange rates change prior to settlement of the balance, a gain or loss on the non-local currency denominated asset or liability balance may be experienced, in which case such gain or loss is included in Other expense, net.
We utilize forward and swap contracts to selectively hedge our exposure to foreign currency transaction risk when it is practical and economical to do so. The use of these contracts minimizes transactional exposure to exchange rate changes because the gains or losses incurred on the derivative instrument will offset, in whole or in part, the loss or gain on the underlying foreign currency exposure. These instruments are entered into with money center banks, insurance companies or government agencies, collectively known as counterparties. For the year ended December 31, 2025 the impact of a 10% unfavorable change in the exchange rate of our functional currencies and those of our subsidiaries against the prevailing market rates of non-local currencies involving our transactional exposures would have been insignificant. These hypothetical gains or losses on foreign currency transactional exposures are based on the December 31, 2025 rates and the assumed rates. While we believe the above loss resulting from the hypothetical unfavorable changes in foreign currency exchange rates could be material to our results of operations, we reduce this risk by selectively hedging our exposure when it is practical and economical to do so.
Interest Rate Risk
We may utilize a combination of variable-rate and fixed-rate debt consisting of short-term and long-term instruments. We selectively hedge our exposure to interest rate increases on our variable-rate, long-term debt when it is practical and economical to do so. We have utilized various forms of interest rate hedge agreements, including interest rate swap agreements and forward rate agreements. We utilize variable-to-fixed interest rate swap agreements, which serve to convert a portion of our outstanding variable rate debt to a fixed rate. Various outstanding interest-bearing instruments are sensitive to changes in interest rates. With respect to our variable-rate debt outstanding at December 31, 2025, a 100 basis point increase in interest rates would result in a $1.5 million decrease to our future annual pre-tax earnings, taking into account the effect of the interest rate hedge transactions the Company has entered into as of December 31, 2025. As of December 31, 2025, 39.0% and 61.0% of the Company's total debt was fixed and floating interest rate debt, respectively. The Company has entered into a number of interest rate hedge transactions to convert floating rate debt to fixed. Refer to Note 13. Derivatives of the Notes to Consolidated Financial Statements for additional information. Including the impact of these transactions, as of December 31, 2025, the percentage of the Company’s debt subject to fixed and floating rates of interest was 86.0% and 14.0%, respectively.
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Commodity Price Risk
We are subject to commodity price risks from our purchases of raw materials, including resins and polymers as well as wood pulp. Resin is the largest single component of raw material cost in the FAM segment and wood pulp is our largest single component of raw material cost in our SAS segment. The per pound price of resin is volatile and may impact the future results of our FAM segment. Additionally, the per ton cost of wood pulp is cyclical in nature and more volatile than general inflation. During the period from January 2017 through December 2025, the U.S. list price of northern bleached softwood kraft pulp ("NBSK") a representative pulp grade that we use, ranged between $1,100 to $1,835 per ton. The average list price of NBSK for the year of 2025 was $1,710 per ton.
We normally maintain approximately 60 to 80 days of inventories to support our operations. As a result, there is a lag in the impact of changes in the per ton list price of resin and wood pulp on our cost of products sold.
We utilize a variety of commodity grade and specialty resins and polymers, including a selection of specialized high temperature engineering grade resins. Certain of these specialty resins and polymers are significantly more expensive than commodity grades. Resin and polymer prices fluctuate significantly and can impact profitability. As we periodically enter into agreements with customers under which we agree to supply products at fixed prices, unanticipated increases in the costs of raw materials, or the lack of availability of such raw materials (due to force majeure or other reasons), can significantly impact our financial performance. Even where we do not have fixed-price agreements, we may be limited in our ability to pass through increases in raw material costs in a timely manner or may be unable to pass through increases to our customers in whole or in part. Further, some of the resins we use are only available from a single supplier, or a limited number of suppliers. Consequently, such supplier(s) can control the availability and thus the cost of the resins we use, notwithstanding any changes in the cost of oil. It can be time consuming and costly, and occasionally impractical, to find replacement resins where such suppliers limit the availability or increase the cost of resins we use. Commodity grade resin and polymer prices typically correlate with crude oil prices while specialty resin and polymer prices often do not. To date, we have not utilized derivative instruments to manage this risk. With respect to our commodity price risk, a hypothetical 10% change in per ton resin and polymer prices would impact our future annual pre-tax earnings by approximately $19.7 million, assuming no compensating change in our selling prices.
Selling prices of our paper products are influenced, in part, by the market price for wood pulp, which is determined by worldwide industry supply and demand. Generally, over time, we have been able to increase our selling prices in response to increases in per ton wood pulp costs and have generally reduced our selling prices when wood pulp costs have significantly declined. Increases in prices of wood pulp could adversely impact our earnings if selling prices are not increased or if such increases do not fully compensate for or trail the increases in wood pulp prices. We have not utilized derivative instruments to manage this risk. With respect to our commodity price risk, a hypothetical 10% change in per ton wood pulp prices would impact our future annual pre-tax earnings by approximately $12.6 million, assuming no compensating change in our selling prices.
Our FAM segment acquires certain specialized pulp from a limited number of global suppliers and certain critical specialty chemicals from a limited number of suppliers. In general, these supply arrangements are covered by formal contracts and represent multi-year business relationships that have historically been sufficient to meet our needs. We expect these relationships to continue to operate in a satisfactory manner in the future. In the event of an interruption of production at any one supplier, we believe that each of these suppliers individually would be able to satisfy our short-term requirements for specialized pulp or specialty chemicals. In addition, short-term disruptions in the global supply chain for our raw materials, as experienced in 2022 and 2021, could negatively impact our ability to produce certain products which could adversely impact the mix and volume of products we can provide to our customers. In the event of a long-term disruption in our supply of specialized pulp or specialty chemicals, we believe we would be able to substitute other pulp grades or other specialty chemicals that would allow us to meet required product performance characteristics and incur only a limited disruption in our production. As a result, we do not believe that the substitution of such alternative pulp or specialty chemicals would have a material effect on our operations in the long run.
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We believe that, while our exposure to commodity price risk is material to our results of operations, our customers understand such risk and over time changes in the price of the commodities used in our manufacturing processes are typically reflected in selling prices.
Energy Supply and Cost Volatility
In Western Europe, China and in the U.S., availability of energy is generally reliable, although prices can fluctuate significantly based on variations in demand. the geopolitical events in Russia and Ukraine have resulted in volatile energy prices in Europe as well as temporary concerns about supply of energy sources, such as natural gas, in the region. Currently, while energy prices remain elevated versus historical levels, supplies appear to be stable.
Due to the competitive pricing in the markets for most of our products, we are typically unable to fully pass-through higher energy costs to our customers. With respect to our purchased energy price risk, a hypothetical 10% change in per unit prices would impact our future annual pre-tax earnings by approximately $6.6 million, assuming no compensating change in our selling prices.
Periodically, when we believe it is appropriate to do so, we enter into agreements to procure a portion of our energy for future periods in order to reduce the uncertainty of future energy costs. However, in recent years this has only marginally slowed the increase in energy costs due to the volatile changes in energy prices we have experienced.
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Item 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements
| Page | |||||
| Consolidated Financial Statements | |||||
Consolidated Statements of Income (Loss) for the years ended December 31, 2025, 2024 and 2023 | |||||
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023 | |||||
Consolidated Balance Sheets as of December 31, 2025 and 2024 | |||||
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2025, 2024 and 2023 | |||||
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 | |||||
| Notes to Consolidated Financial Statements | |||||
Reports of Independent Registered Public Accounting Firm (PCAOB ID No. | |||||
Schedules have been omitted because they are either not required, not applicable or the required information is included in the consolidated financial statements or notes thereto.
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MATIV HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(in millions, except per share amounts)
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Net sales | $ | $ | $ | ||||||||||||||
| Cost of products sold | |||||||||||||||||
Gross profit | |||||||||||||||||
Selling and general expense | |||||||||||||||||
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Intangible asset amortization expense | |||||||||||||||||
| Total nonmanufacturing expenses | |||||||||||||||||
| Goodwill impairment expense | |||||||||||||||||
Restructuring and other impairment expense | |||||||||||||||||
Operating profit (loss) | ( | ( | |||||||||||||||
| Interest expense | |||||||||||||||||
| Loss on debt extinguishment | |||||||||||||||||
Other expense, net | ( | ( | ( | ||||||||||||||
Loss from continuing operations before income taxes | ( | ( | ( | ||||||||||||||
Income tax expense (benefit) | ( | ( | |||||||||||||||
Net loss from continuing operations | ( | ( | ( | ||||||||||||||
Income from discontinued operations, net of tax | |||||||||||||||||
Net loss | $ | ( | $ | ( | $ | ( | |||||||||||
Net income (loss) per share - basic: | |||||||||||||||||
Loss per share from continuing operations | $ | ( | $ | ( | $ | ( | |||||||||||
Income per share from discontinued operations | |||||||||||||||||
| Basic | $ | ( | $ | ( | $ | ( | |||||||||||
Net income (loss) per share – diluted: | |||||||||||||||||
Loss per share from continuing operations | $ | ( | $ | ( | $ | ( | |||||||||||
Income per share from discontinued operations | |||||||||||||||||
| Diluted | $ | ( | $ | ( | $ | ( | |||||||||||
| Weighted average shares outstanding: | |||||||||||||||||
| Basic | |||||||||||||||||
| Diluted | |||||||||||||||||
54
MATIV HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
| Years Ended December 31, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
Net income (loss) | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||
Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments(1) | ( | ||||||||||||||||||||||||||||||||||
Unrealized gain (loss) on derivative instruments | ( | ( | ( | ||||||||||||||||||||||||||||||||
Net gain (loss) from postretirement benefit plans | ( | ( | ( | ||||||||||||||||||||||||||||||||
Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||||||||||||||
Comprehensive income (loss) | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||
(1)Includes $ | |||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
55
MATIV HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except per share amounts)
| December 31, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Restricted Cash | |||||||||||
| Accounts receivable, net | |||||||||||
| Inventories, net | |||||||||||
| Income taxes receivable | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Finance lease right-of-use assets | |||||||||||
| Operating lease right-of-use assets | |||||||||||
Deferred income tax assets | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current debt | $ | $ | |||||||||
| Finance lease liabilities | |||||||||||
| Operating lease liabilities | |||||||||||
| Accounts payable | |||||||||||
| Income taxes payable | |||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Finance lease liabilities, noncurrent | |||||||||||
| Operating lease liabilities, noncurrent | |||||||||||
| Pension and other postretirement benefits | |||||||||||
| Deferred income tax liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Stockholders' equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in-capital | |||||||||||
Retained earnings (accumulated deficit) | ( | ||||||||||
Accumulated other comprehensive income, net of tax | |||||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
56
MATIV HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(in millions, except per share amounts)
| Common Stock Issued | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
Balance, December 31, 2022 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
Other comprehensive income, net of tax | — | — | — | — | |||||||||||||||||||||||||||||||
Dividends paid ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Restricted stock issuances, net | ( | — | — | — | — | — | |||||||||||||||||||||||||||||
| Stock options exercised | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Stock-based employee compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock issued to directors as compensation | — | — | — | ||||||||||||||||||||||||||||||||
| Purchases and retirement of common stock | ( | ( | ( | ( | — | ( | |||||||||||||||||||||||||||||
Balance, December 31, 2023 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
Other comprehensive loss, net of tax | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
Dividends paid ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Restricted stock issuances, net | — | — | — | — | — | ||||||||||||||||||||||||||||||
Stock-based employee compensation expense (1) | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock issued to directors as compensation | — | — | — | ||||||||||||||||||||||||||||||||
Shares withheld for employee taxes | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
Balance, December 31, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
Other comprehensive loss, net of tax | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
Dividends paid ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Restricted stock issuances, net | — | — | — | ||||||||||||||||||||||||||||||||
Stock-based employee compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock issued to directors as compensation | — | — | — | ||||||||||||||||||||||||||||||||
| Deferred compensation directors stock trust | — | — | — | — | — | ||||||||||||||||||||||||||||||
Shares withheld for employee taxes | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
Balance, December 31, 2025 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
(1)Includes the impact of the equity-to-liability modification of certain restricted stock awards. | |||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
57
MATIV HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Operating | |||||||||||||||||
Net loss | $ | ( | $ | ( | $ | ( | |||||||||||
Less: Income from discontinued operations | ( | ||||||||||||||||
Loss from continuing operations | ( | ( | ( | ||||||||||||||
Adjustments to reconcile Net loss to Net cash provided by operating activities: | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Amortization of deferred issuance costs | |||||||||||||||||
| Goodwill impairment | |||||||||||||||||
Other impairments | |||||||||||||||||
| Deferred income tax | ( | ( | |||||||||||||||
| Pension and other postretirement benefits | ( | ( | ( | ||||||||||||||
| Stock-based compensation | |||||||||||||||||
Loss (gain) on sale of assets | ( | ||||||||||||||||
Loss (gain) on foreign currency transactions | ( | ||||||||||||||||
| Loss on debt extinguishment | |||||||||||||||||
| Other non-cash items | ( | ( | |||||||||||||||
| Cash received from settlement of interest swap agreements | |||||||||||||||||
| Other operating | ( | ( | ( | ||||||||||||||
| Changes in operating working capital, net of assets acquired: | |||||||||||||||||
| Accounts receivable | ( | ||||||||||||||||
| Inventories | ( | ||||||||||||||||
| Prepaid expenses | ( | ||||||||||||||||
| Accounts payable and other current liabilities | ( | ||||||||||||||||
| Accrued income taxes | ( | ( | ( | ||||||||||||||
| Net changes in operating working capital | ( | ||||||||||||||||
Net cash provided by operating activities of: | |||||||||||||||||
Continuing operations | |||||||||||||||||
| Discontinued operations | |||||||||||||||||
Net cash provided by operations | |||||||||||||||||
| Investing | |||||||||||||||||
| Capital spending | ( | ( | ( | ||||||||||||||
| Proceeds from sale of assets | |||||||||||||||||
| Cash received from (paid on) settlement of cross-currency swap contracts | ( | ||||||||||||||||
| Other investing | ( | ||||||||||||||||
Net cash provided by (used in) investing of: | |||||||||||||||||
Continuing operations | ( | ( | ( | ||||||||||||||
Discontinued operations | ( | ||||||||||||||||
Net cash provided by (used in) investing | ( | ( | |||||||||||||||
58
MATIV HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Financing | |||||||||||||||||
| Cash dividends paid | ( | ( | ( | ||||||||||||||
| Proceeds from long-term debt | |||||||||||||||||
| Payments on long-term debt | ( | ( | ( | ||||||||||||||
| Payments for debt issuance costs | ( | ( | |||||||||||||||
| Payments on financing lease obligations | ( | ( | ( | ||||||||||||||
Purchases of common stock and shares withheld for employee taxes | ( | ( | ( | ||||||||||||||
Net cash used in financing of: | |||||||||||||||||
Continuing operations | ( | ( | ( | ||||||||||||||
Discontinued operations | ( | ||||||||||||||||
Net cash used in financing | ( | ( | ( | ||||||||||||||
| Effect of exchange rate changes on Cash and cash equivalents and Restricted cash | ( | ||||||||||||||||
Decrease in Cash and cash equivalents and Restricted cash | ( | ( | ( | ||||||||||||||
| Cash and cash equivalents and Restricted cash at beginning of period | |||||||||||||||||
| Cash and cash equivalents and Restricted cash at end of period | $ | $ | $ | ||||||||||||||
| Supplemental Cash Flow Disclosures | |||||||||||||||||
| Cash paid for interest, net | $ | $ | $ | ||||||||||||||
| Cash paid for taxes, net | $ | $ | $ | ||||||||||||||
| Capital spending in accounts payable and accrued liabilities | $ | $ | $ | ||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
59
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. General
Nature of Business
Organization and operations - Mativ Holdings, Inc. is a global leader in specialty materials, solving our customers’ most complex challenges by engineering bold, innovative solutions that connect, protect, and purify our world. Mativ manufactures globally through our family of business-to-business and consumer product brands. Mativ targets premium applications across diversified and growing end-markets, from filtration to healthcare to sustainable packaging and more. Our broad portfolio of technologies combines polymers, fibers, and resins to optimize the performance of our customers’ products across multiple stages of the value chain.
On November 30, 2023, the Company completed the sale of the Engineered Papers business ("EP business") to Evergreen Hill Enterprise Pte. Ltd. ("Evergreen Hill Enterprise"). With the sale of the EP business (the "EP Divestiture"), Mativ ceased participating in tobacco-based products markets.
Basis of Presentation
The accompanying consolidated financial statements and the notes thereto have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. The Company believes the estimates and assumptions used in the preparation of these consolidated financial statements are reasonable, based upon currently available facts and known circumstances. Actual results may differ from those estimates and assumptions as a result of a number of factors, including those discussed elsewhere in this report and in its other public filings from time to time.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and wholly-owned, majority-owned and controlled subsidiaries.
Effective with the sale, the EP business is presented as a discontinued operation for all periods presented. The consolidated financial statements and the notes thereto, unless otherwise indicated, are on a continuing operations basis. Refer to Note 8. Discontinued Operations for more information on the discontinued operation and transaction.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the revenues and expenses during the reporting period. Actual results could differ significantly from these estimates. The significant estimates underlying our consolidated financial statements include, but are not limited to, inventory valuation, goodwill valuation, useful lives of tangible and intangible assets, business acquisitions, equity-based compensation, derivatives, receivables valuation, pension, postretirement and other benefits, taxes and contingencies.
60
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 2. Summary of Significant Accounting Policies
Revenue Recognition
The Company recognizes revenues when control of a product is transferred to the customer. Control is transferred when the products are shipped from one of the Company’s manufacturing facilities to the customer. Any freight costs billed to and paid by a customer are included in net sales. Refer to Note 3. Revenue Recognition for additional information.
Freight Costs
Foreign Currency Translation
The income statements of foreign entities are translated into U.S. dollars at average exchange rates prevailing during the periods presented. The balance sheets of these entities are translated at period-end exchange rates, and the differences from historical exchange rates are reflected in a separate component of Accumulated other comprehensive income (loss), net of tax ("AOCI") in the Consolidated Balance Sheets as unrealized foreign currency translation adjustments.
Derivative Instruments
The Company is exposed to changes in foreign currency exchange rates, interest rates and commodity prices. The Company utilizes a variety of practices to manage these market risks, including where considered appropriate, derivative instruments. The Company uses derivative instruments only for risk management purposes and not for trading or speculation. All derivative instruments the Company uses are either exchange traded or are entered into with major financial institutions in order to reduce credit risk and risk of nonperformance by third parties. The Company believes the credit risks with respect to the counterparties, and the foreign currency risks that would not be hedged if the counterparties fail to fulfill their obligations under the contracts, are not material in view of its understanding of the financial strength of the counterparties.
Cash and Cash Equivalents
Notional Cash Pooling
Certain of the Company’s subsidiaries participate in a notional cash pooling agreement with a third-party financial institution to manage global liquidity requirements. As part of the pooling agreement, the participating subsidiaries combine their cash balances in pooling accounts at the financial institution with the ability to offset bank overdrafts of one participant against the positive cash account balances held by another participant. Under the terms of the
61
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
notional pooling agreement, the financial institution has the right, ability, and intent to offset a positive balance in one account against an overdrawn amount in another account. Amounts in each of the accounts are unencumbered and unrestricted with respect to use. As such, the net cash balance related to this pooling arrangement is included in Cash and cash equivalents in the Consolidated Balance Sheets.
Investments
Impairment of Long-Lived Assets, Goodwill, and Intangible Assets
The Company evaluates the carrying value of long-lived assets, including property and equipment, operating lease right-of-use assets, goodwill, and intangible assets when events and circumstances warrant a review. Goodwill is also tested for impairment annually during the fourth quarter. We first evaluate qualitative factors, such as macroeconomic conditions and our overall financial performance by reporting unit to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. We then evaluate how significant each of the identified factors could be to the fair value or carrying amount of a reporting unit and weigh these factors in totality in forming a conclusion of whether or not it is more likely than not that the fair value of a reporting unit is less than its carrying amount (the “Step 0 Test”). Goodwill is not impaired if we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount. Otherwise, we would proceed to the goodwill impairment test.
Alternatively, we may also bypass the Step 0 Test and proceed directly to a quantitative goodwill impairment test, where the fair value of the reporting unit is compared to the carrying value. Any excess of reporting unit carrying value over total fair value is recognized as an impairment to the reporting unit's goodwill. Refer to Note 9. Goodwill for further discussion of the Company's annual impairment test results. During the years ended December 31, 2023 and 2025 we performed interim quantitative goodwill impairment tests, which resulted in non-cash impairment charges of $401.0 million and $411.9 million, respectively. The qualitative annual assessment performed as of October 1, 2025, did not result in an additional impairment.
The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, which approximates a straight-line basis, over the estimated periods benefited. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. Estimated useful lives range from 12 to 23 years for customer relationships and 4 to 23 years for developed technology, patents, and other intangible assets.
The carrying value of long-lived assets is reviewed to determine if events or circumstances have changed which may indicate that the assets may be impaired, or the useful life may need to be changed. Upon occurrence of such a triggering event, the Company considers internal and external factors relating to each asset group, including expectation of future profitability, undiscounted cash flows and its plans with respect to the operations. If impairment is indicated, an impairment loss is measured by the amount the net carrying value of the asset exceeds its estimated fair value.
Transfers of Financial Assets
62
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Environmental Spending
Environmental spending is capitalized if such spending qualifies as property, plant and equipment, substantially increases the economic value or extends the useful life of an asset. All other such spending is expensed as incurred, including fines and penalties incurred in connection with environmental violations. Environmental spending relating to an existing condition caused by past operations is expensed. Liabilities are accrued when environmental assessments are probable, and the costs can be reasonably estimated. Generally, timing of these accruals coincides with completion of a feasibility study or commitment to a formal plan of action.
Capitalized Software Costs
Income Taxes
Our income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best estimate of current and future taxes to be paid. We operate and are subject to income taxes in the U.S. and numerous foreign jurisdictions. The complexity of our global structure requires technical expertise in determining the allocation of income to each of these jurisdictions and consolidated income tax expense.
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, all available positive and negative evidence is considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and results of recent operations. If it is determined that the Company would be able to realize the deferred tax assets in the future in excess of their net recorded amount, an adjustment would be made to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.
The Company records uncertain tax positions in accordance with ASC 740, Income Taxes, on the basis of a two-step process in which it is determined whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
63
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Pension and Other Postretirement Benefits Accounting
The Company recognizes the estimated compensation cost of employees' pension and other postretirement benefits over their approximate period of service. The Company's earnings are impacted by amounts of expense recorded related to these benefits, which primarily consists of pension benefits in the United States, United Kingdom, and Germany. Each year's recorded expenses are estimates based on actuarial calculations of the Company's accumulated and projected benefit obligations ("PBOs") for the Company's various plans.
Comprehensive Income (Loss)
Components of Accumulated other comprehensive income (loss), net of tax, were as follows (in millions):
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
Accumulated pension and OPEB liability adjustments, net of income tax benefit of $ | $ | ( | $ | ( | |||||||
Accumulated unrealized gain on derivative instruments, net of income tax expense of $ | |||||||||||
Accumulated unrealized foreign currency translation adjustments, net of income tax benefit of $ | |||||||||||
Accumulated other comprehensive income, net of tax | $ | $ | |||||||||
64
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Changes in the components of Accumulated other comprehensive income (loss), net of tax, were as follows (in millions):
| Years Ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Pre-tax | Tax | Net of Tax | Pre-tax | Tax | Net of Tax | Pre-tax | Tax | Net of Tax | |||||||||||||||||||||||||||||||||||||||||||||
| Pension and OPEB liability adjustments | $ | ( | $ | ( | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||
| Derivative instrument adjustments | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
Reclassification of foreign currency translation to income | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | ( | $ | ( | $ | ( | $ | ( | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
Disclosures regarding the amounts reclassified from AOCI to income for pensions and derivatives are separately disclosed in Note 16. Postretirement and Other Benefits and Note 13. Derivatives.
Restricted Stock
Long-term Incentive Plan Performance Share Units
The Company's long-term incentive compensation program ("LTICP") for key employees includes an equity-based award component that is provided through the Equity and Incentive Plan which the Company adopted in 2024 (the "2024 Plan") to replace the Schweitzer-Mauduit International, Inc. 2015 Long-term Incentive Plan. The objectives under the LTICP are established at the beginning of a performance cycle and are intended to focus management on longer-term strategic goals. The Compensation Committee of the Board of Directors designates participants in the LTICP and the 2024 Plan and determines the equity-based award opportunity in the form of performance share units for each performance cycle, which is generally measured on the basis of a three-year performance period (the measurement period). The performance share units are sized after the performance period is completed, and vest at a predetermined date thereafter. The Company recognizes compensation expense with an offsetting credit to additional paid-in-capital over the performance period based on the fair value of the award at the date of grant, with compensation expense being adjusted cumulatively based on the number of shares expected to be earned according to the level of achievement of performance goals.
Fair Value Measurements
The Company measures fair value in accordance with ASC 820, Fair Value Measurements and Disclosures, which establishes a framework for measuring fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 provides a fair value hierarchy based on the following three categories:
•Level 1 - Measurements that reflect unadjusted quoted prices for identical assets or liabilities in active markets.
•Level 2 - Measurements that include other inputs that are directly or indirectly observable in the marketplace.
65
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
•Level 3 - Measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." The amendment enhances income tax disclosure requirements, particularly regarding the effective tax rate reconciliation and income taxes paid. The amendments in this ASU became effective for fiscal years beginning after December 15, 2024. The prospective adoption of this standard is reflected in Note 15. Income Taxes.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures." The ASU requires a public business entity to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis including purchases of inventory, employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains those expenses. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.
In July 2025, the FASB issued ASU 2025-05, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets." The ASU provide entities with a practical expedient to simplify the estimation of expected credit losses on current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606, Revenue from Contracts with Customers, by allowing the assumption that current conditions as of the balance sheet date will not change during the remaining life of the asset. The ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. Adoption of the ASU will not have a significant impact on the Company’s consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, "Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software." The ASU modernizes existing internal use software guidance to adapt to concepts and processes present in an agile development environment. Key amendments include the elimination of software project development stages in favor of a requirement to commence capitalization once management has authorized the project, committed to funding, and project completion is probable. This ASU is effective for interim and annual reporting periods beginning after December 15, 2027 with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s consolidated financial statements.
In November 2025, the FASB issued ASU 2025-09, “Derivatives and Hedging (Topic 815): Hedge Accounting Improvements.” The ASU clarifies certain aspects of the guidance on hedge accounting and addresses several incremental hedge accounting issues arising from the global reference rate reform initiative (LIBOR sunset). The ASU further aligns hedge accounting with the economics of an entity’s risk management activities and better reflect hedging strategies in financial reporting by enabling entities to achieve and maintain hedge accounting for highly effective economic hedges of forecasting transactions. This ASU is effective for interim and annual reporting
66
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
periods beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s consolidated financial statements.
In December 2025, the FASB issued ASU 2025-10, "Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities." This ASU provides recognition, measurement, presentation, and disclosure requirements for government grants. Under the new guidance, proceeds from government grants must be recognized in earnings during the same period the underlying costs associated with grant eligibility are incurred. However, grant income must not be recognized unless it is probable the grant will be received and the entity will comply with the conditions attached to the grant. This ASU is effective for interim and annual reporting periods beginning after December 15, 2028. The Company is currently evaluating this ASU to determine its impact on the Company’s consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, "Interim Reporting (Topic 270): Narrow-Scope Improvements." This ASU improves clarity for interim financial reporting requirements under the existing guidance within Accounting Standards Codification ("ASC") Topic 270, Interim Reporting, by creating a comprehensive list of interim disclosure requirements, clarifying scope and applicability, along with adding a principle to disclose all material events that have occurred since the most recently filed Form 10-K. This ASU is effective for interim and annual reporting periods beginning after December 15, 2027. The Company is currently evaluating this ASU to determine its impact on the Company’s consolidated financial statements.
Note 3. Revenue Recognition
The Company recognizes revenues when control of a product is transferred to the customer. Control is transferred when the products are shipped from one of the Company’s manufacturing facilities to the customer. Any freight costs billed to and paid by a customer are included in Net sales. The cost the Company pays to deliver finished goods to our customers is recorded as a component of Cost of products sold. These costs include the amounts paid to a third party to deliver the finished goods.
Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied, which generally occurs when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Generally, the Company considers collectability of amounts due under a contract to be probable upon inception of a sale based on an evaluation of the credit worthiness of each customer. If collectability is not considered to be probable, the Company defers recognition of revenue on satisfied performance obligations until the uncertainty is resolved. We record estimates for credit losses based on our expectations for the collectability of amounts due from customers, considering historical collections, expectations for future activity and other discrete events, as applicable.
Variable consideration, such as discounts or price concessions, is set forth in the terms of the contract at inception and is included in the assessment of the transaction price at the outset of the arrangement. The transaction price is allocated to the individual performance obligations due under the contract based on the relative stand-alone fair value of the performance obligations identified in the contract. The Company typically uses an observable price to determine the stand-alone selling price for separate performance obligations.
The Company does not typically include extended payment terms or significant financing components in its contracts with customers. Certain sales contracts may include cash-based incentives (volume rebates or credits), which are accounted for as variable consideration. We estimate these amounts at least quarterly based on the expected forecast quantities to be provided to customers and reduce revenues recognized accordingly. Incidental items that are immaterial in the context of the contract are recognized as expense in the period incurred. The Company generally expenses sales commissions when incurred because the amortization period is one year or less. These costs are recorded within Selling and general expense. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less and contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. As a practical expedient, the Company treats shipping and handling activities that occur after control of the good transfers
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as fulfillment activities, and therefore, does not account for shipping and handling costs as a separate performance obligation. The remaining performance obligations as of December 31, 2025 are not considered material.
Net sales are attributed to the following geographic locations of the Company’s direct customers (in millions):
| Years Ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| FAM | SAS | Total | FAM | SAS | Total | FAM | SAS | Total | |||||||||||||||||||||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
Europe | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Asia/Pacific | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Americas (excluding U.S.) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other foreign countries | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Net sales | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
Net sales as a percentage by product category for the business were as follows:
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Filtration & netting | % | % | % | ||||||||||||||
| Advanced films | % | % | % | ||||||||||||||
| Tapes, labels & liners | % | % | % | ||||||||||||||
| Paper & packaging | % | % | % | ||||||||||||||
| Healthcare & other | % | % | % | ||||||||||||||
| Net sales | % | % | % | ||||||||||||||
FAM is focused primarily on filtration media and components, advanced films, coating and converting solutions, and extruded mesh products. The FAM segment supplies customers directly, serving a diverse set of generally high-growth end markets.
Filtration & netting – includes high efficiency filtration media and components used in transportation applications, water filtration, industrial processes, life science, HVAC, and air pollution control, as well as extruded mesh products used in agriculture, and various packaging applications.
Advanced films – includes paint protection films used in the transportation aftermarket channel, optical films for glass and glazing applications, interlayer films and lamination for ballistic resistance, medical films and composites for advanced wound care and consumer products, security glass, high-performance graphic substrates, and emerging smart glass applications.
SAS is focused primarily on tapes, labels, liners, specialty paper, packaging and healthcare solutions. The SAS segment supplies customers through distribution and directly, serving growing and mature end markets.
Tapes, labels & liners – includes substrates for tapes used in building & construction, infrastructure, DIY, athletic, and industrial applications, substrates critical to protection and adhesive separation (including release liners and carriers) for applications in the personal care, label, tape, industrial, graphic arts, composites, and medical categories, as well as performance labels, and cable wrapping.
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Paper & packaging – includes premium printing and other specialty papers and packaging applications used for print collateral, advertising, direct mail, product packaging, graphics, wallpaper, and education, as well as consumer office, stationery and craft papers sold to large retailers, for small business, personal use and educational applications.
Healthcare & other – includes advanced wound care, consumer wellness, device fixation, medical packaging, as well as a wide range of other solutions and applications.
There were no customers in the FAM segment and in the SAS segment which made up 10% or more of the Company's 2025, 2024 or 2023 consolidated net sales. Refer to Note 19. Segment Information for additional information on our segments.
Note 4. Leases
The Company leases certain office space, warehouses, manufacturing facilities, land, and equipment. Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets; we recognize lease expense for these short-term leases in Selling and general expense in the Consolidated Statements of Income (Loss) on a straight-line basis over the lease term. For leases without lease terms (e.g., month-to-month leases), lease expense is recognized as incurred and no asset or liability is recorded for these leases.
The Company accounts for lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) separately from non-lease components (e.g., common-area maintenance costs). Most leases include one
Components of lease expense incurred by the Company are as follows (in millions):
| Years Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Finance lease cost (cost resulting from lease payments): | |||||||||||
| Interest expense on lease liabilities | $ | $ | |||||||||
| Amortization of right-of-use assets | |||||||||||
| Operating lease cost | |||||||||||
| Short-term lease expense | |||||||||||
| Sublease income | ( | ||||||||||
| Total lease cost | $ | $ | |||||||||
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The following table represents future contractual lease liabilities for finance and operating leases at December 31, 2025 (in millions):
| Finance | Operating | Total | |||||||||||||||
| 2026 | $ | $ | $ | ||||||||||||||
| 2027 | |||||||||||||||||
| 2028 | |||||||||||||||||
| 2029 | |||||||||||||||||
| 2030 | |||||||||||||||||
| Thereafter | |||||||||||||||||
| Total lease payments | |||||||||||||||||
| Less: Interest | |||||||||||||||||
| Present value of lease liabilities | $ | $ | $ | ||||||||||||||
Weighted-average remaining lease term (in years) and discount rate are as follows:
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Weighted-average remaining lease term: | |||||||||||
| Operating leases | |||||||||||
| Finance leases | |||||||||||
| Weighted-average discount rate: | |||||||||||
| Operating leases | % | % | |||||||||
| Finance leases | % | % | |||||||||
Supplemental cash flow information related to leases are as follows (in millions):
| Years Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||
| Operating cash flows from operating leases | $ | $ | |||||||||
| Operating cash flows from finance leases | |||||||||||
| Leased assets obtained in exchange for new finance lease liabilities | |||||||||||
Leased assets obtained in exchange for new operating lease liabilities | |||||||||||
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Note 5. Accounts Receivable, Net
Accounts receivable, net is summarized as follows (in millions):
Years Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Trade receivables | $ | $ | |||||||||
| Business tax credits, including VAT | |||||||||||
| Hedge contracts receivable | |||||||||||
| Other receivables | |||||||||||
Less allowance for credit losses | ( | ( | |||||||||
| Total accounts receivable, net | $ | $ | |||||||||
The following is the activity related to the allowance for credit losses (in millions):
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Beginning balance | $ | $ | $ | ||||||||||||||
| Bad debt expense | |||||||||||||||||
| Recoveries | ( | ( | |||||||||||||||
| Write-offs and discounts | ( | ( | |||||||||||||||
| Currency translation | |||||||||||||||||
| Ending balance | $ | $ | $ | ||||||||||||||
Transfer of Receivables
The Company participates in an accounts receivable sales agreement (the “Receivables Sales Agreement”) to sell certain trade receivables arising from revenue transactions of the Company's U.S. subsidiaries on a revolving basis. The current agreement includes a maximum funding commitment of $150.0 million and extends through November 5, 2026.
In connection with the Receivables Sales Agreement, the Company formed a separate bankruptcy-remote special purpose entity (“SPE”), which is a wholly owned and controlled subsidiary. The Company continuously transfers receivables to the SPE and the SPE transfers ownership and control of certain receivables that meet certain qualifying conditions to a third-party financial institution in exchange for cash. Certain receivables are held by the SPE and are pledged to secure the collectability of the sold receivables.
The amount of receivables pledged as collateral as of December 31, 2025 and 2024 was $27.2 million and $28.7 million, respectively. The SPE incurs fees due to the third-party financial institution related to accounts receivable sales transactions.
The Company has continuing involvement with the receivables transferred by the SPE to the third-party financial institution by providing collection services.
The Company also participates in uncommitted trade accounts receivable sales programs ("Reverse Receivables Programs") under which certain trade receivables are sold, without recourse, to a third-party financial institution in exchange for cash. The Company does not retain any interest in or continuing involvement with the invoices after they are sold. The invoices are sold at face value, less a transaction fee.
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The Company accounts for transactions under the Receivables Sales Agreement and Reverse Receivables Programs as sales of financial assets, with the associated receivables derecognized from the Company’s Consolidated Balance Sheets. Total fees related to the Receivables Sales Agreement and Reverse Receivables Programs are considered to be a loss on the sale of financial assets. Total fees for the years ended December 31, 2025 and December 31, 2024 were $8.4 million and $9.6 million, respectively, and are recorded in Selling and general expense in the Consolidated Statements of Income (Loss). Continuous cash activity related to the Receivables Sales Agreement and Reverse Receivables Programs is reflected in cash from operating activities in the Consolidated Statement of Cash Flows.
The following table summarizes the activity under the Receivables Sales Agreement and Reverse Receivables Program (in millions):
Years Ended December 31 | |||||||||||
| 2025 | 2024 | ||||||||||
| Trade accounts receivable sold to financial institutions | $ | $ | |||||||||
| Cash proceeds from financial institutions | |||||||||||
Note 6. Inventories, Net
Inventories are valued at the lower of cost (using the first-in, first-out and weighted average methods) or net realizable value. The Company's costs included in inventory primarily include resins, pulp, chemicals, direct labor, utilities, maintenance, depreciation, finishing supplies and an allocation of certain overhead costs. Machine start-up costs or abnormal machine shutdowns are expensed in the period incurred and are not reflected in inventory. The Company reviews inventories at least quarterly to determine the necessity of write-offs for excess, obsolete or unsalable inventory. The Company estimates write-offs for inventory obsolescence and shrinkage based on its judgment of future realization. These reviews require the Company to assess customer and market demand. There were no material write-offs during the years ended December 31, 2025, 2024, and 2023.
The following table summarizes inventories by major class (in millions):
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| Supplies and other | |||||||||||
Total inventories | $ | $ | |||||||||
Note 7. Property, Plant and Equipment
Property, plant and equipment are stated at cost, less accumulated depreciation. Interest is capitalized as a component of the cost of construction for large projects. Expenditures for betterments are capitalized whereas normal repairs and maintenance are expensed as incurred. Property, other than land, is depreciated on a straight-line basis. When property is sold or retired, the cost of the property and the related accumulated depreciation are removed from the balance sheet, and any gain or loss on the transaction is normally included in Cost of products sold or Other income (expense).
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Property, plant and equipment (and related depreciable lives) consisted of the following (in millions):
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Land and improvements | $ | $ | |||||||||
Buildings and improvements ( | |||||||||||
Machinery and equipment ( | |||||||||||
| Construction in progress | |||||||||||
| Gross property, plant and equipment | |||||||||||
| Less: Accumulated depreciation | |||||||||||
| Property, plant and equipment, net | $ | $ | |||||||||
Note 8. Discontinued Operations
On November 30, 2023 the Company completed the sale of its Engineered Papers business for $620.0 million in cash, subject to customary closing date adjustments. Upon closing of the transaction, the Company recorded a gain on sale of $176.3 million ($170.0 million, net of income taxes) and released certain material deferred tax valuation allowances. As a result, the Company’s consolidated financial statements for all periods presented reflect the Engineered Papers business as a discontinued operation in accordance with the requirements set forth in Accounting Standards Codification 205-20, Presentation of Financial Statements – Discontinued Operations (“ASC 205-20”).
Summary financial results of discontinued operations were as follows (in millions):
| Years Ended December 31, | |||||||||||||||||
| 2023 | |||||||||||||||||
| Net sales | $ | ||||||||||||||||
| Cost of products sold | |||||||||||||||||
Gross profit | |||||||||||||||||
Selling and general expense | |||||||||||||||||
| Research and development expense | |||||||||||||||||
Intangible asset amortization expense | |||||||||||||||||
| Total nonmanufacturing expenses | |||||||||||||||||
| Restructuring and other impairment expense | |||||||||||||||||
Operating profit | |||||||||||||||||
Interest expense (1) | |||||||||||||||||
Other income, net | |||||||||||||||||
Income from discontinued operations before income taxes | |||||||||||||||||
Income tax expense | |||||||||||||||||
Income from equity affiliates, net of income taxes | |||||||||||||||||
Income from discontinued operations, net of tax | $ | ||||||||||||||||
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MATIV HOLDINGS, INC. AND SUBSIDIARIES
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(1) Upon the close of the transaction, the Company used a portion of the net proceeds to repay a portion of its outstanding debt amounting to approximately $641.2 million. This debt repayment is based on the triggering of a financial covenant in the loan agreement and interest expense has been allocated to discontinued operations on a pro-rata basis within the Consolidated Statements of Income (Loss) and the Consolidated Statement of Cash Flows based on the outstanding loan balances.
Note 9. Goodwill
The Company evaluates goodwill for impairment at least annually during the fourth quarter or whenever events or changes in circumstances indicate that an evaluation should be completed. The Company determines the fair value of its reporting units using the income approach. The determination of the fair value using the income approach requires management to make significant estimates and assumptions related to forecasts of future cash flows and discount rates. Changes to the forecasted revenue growth, earnings before income taxes, depreciation and amortization (“EBITDA”) and discount rate assumptions may result in a significantly different estimate of the fair value of the reporting units, which could result in a different assessment of the recoverability of goodwill or measurement of an impairment charge. During 2023 and 2025 the Company performed interim quantitative goodwill impairment tests, which resulted in impairment charges of $401.0 million and $411.9 million, respectively. Refer to Note 19. Segment Information for additional information on our reportable segments.
The changes in the carrying amount of goodwill for each reportable segment were as follows (in millions):
| FAM | SAS | Total | |||||||||||||||
Balance at December 31, 2023 | $ | $ | $ | ||||||||||||||
Foreign currency translation and other | ( | ( | ( | ||||||||||||||
Balance at December 31, 2024 | |||||||||||||||||
Goodwill impairment | ( | ( | |||||||||||||||
Foreign currency translation and other | |||||||||||||||||
Balance at December 31, 2025 | $ | $ | $ | ||||||||||||||
There was an accumulated impairment loss of $411.9 million for the FAM segment as of December 31, 2025 and no accumulated impairment loss as of December 31, 2024. The accumulated impairment loss for the SAS segment was $401.0
During the first quarter of 2025, primarily in response to a sustained decline in the Company's share price, an interim quantitative goodwill impairment test was performed.
The fair value of a reporting unit is determined based on an income approach, utilizing estimated future cash flows discounted at a rate commensurate with the risk involved. This approach considers significant assumptions including projections of future performance, specifically our ability to sustain and grow market share at forecasted margins. It also includes significant assumptions around the rate a market participant would use to discount those cash flows. Changes in these assumptions could have a significant impact on the assessment of fair value. The fair value of each reporting unit was ultimately estimated using the income approach; however, management also evaluated fair value under the market approach to ensure the reasonableness of the estimated fair values.
While significant estimates and assumptions related to forecasted future cash flows used in the March 1, 2025, interim impairment test were generally aligned with those used in the annual impairment test performed as of October 1, 2024, the discount rate for the FAM reporting unit which is aligned with the operating and reportable segment, was increased to 14 %, to reflect a market participant view of additional risk associated with achieving forecasted cash flows in the growing end markets with which FAM is aligned. The interim impairment test resulted in a full impairment of all goodwill attributable to the FAM reporting unit.
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The fair value of the SAS reporting unit, also aligned with the operating and reportable segment, was estimated to exceed its carrying value by approximately 6 % as of March 1, 2025. Forecasted cash flows for SAS are primarily aligned with both growing and mature end markets, therefore it is subject to less risk than FAM. The interim impairment test for SAS utilized a discount and long-term growth rates of 10.5 % and 2 %, respectively.
Note 10. Intangible Assets, Net
The gross carrying amount and accumulated amortization for intangible assets as of December 31, 2025 consisted of the following (in millions):
| December 31, 2025 | |||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||
| Amortized Intangible Assets | |||||||||||||||||
| Customer relationships | $ | $ | $ | ||||||||||||||
| Acquired and developed technology | |||||||||||||||||
| Trade names | |||||||||||||||||
| Non-compete agreements | |||||||||||||||||
| Patents | |||||||||||||||||
Total | $ | $ | $ | ||||||||||||||
The gross carrying amount and accumulated amortization for intangible assets as of December 31, 2024 consisted of the following (in millions):
| December 31, 2024 | |||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||
| Amortized Intangible Assets | |||||||||||||||||
| Customer relationships | $ | $ | $ | ||||||||||||||
| Acquired and developed technology | |||||||||||||||||
| Trade names | |||||||||||||||||
| Non-compete agreements | |||||||||||||||||
| Patents | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
Amortization expense of intangible assets was $63.2 million, $62.9 million, and $61.0 million for the years ended December 31, 2025, 2024 and 2023, respectively. Finite-lived intangibles are expensed using the straight-line amortization method.
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The following table shows the estimated aggregate amortization expense as of December 31, 2025 (in millions):
| 2026 | $ | ||||
| 2027 | $ | ||||
| 2028 | $ | ||||
| 2029 | $ | ||||
| 2030 | $ | ||||
Note 11. Restructuring and Other Impairment Activities
In January 2024, we announced an organizational realignment initiative (the "Plan") that is expected to streamline organizational size and complexity and leverage business critical resources to enhance customer support and reduce overhead cost. Restructuring and other impairment expenses related to the Plan were comprised primarily of severance charges. Activities associated with a first and second waves of the Plan were completed during 2024 and 2025, respectively, with additional initiatives expected through 2026. Restructuring activities associated with the first and second waves are substantially complete; related additional costs are not expected to be significant.
Assets held for sale of $5.0 million were included in Other current assets as of December 31, 2025. Assets held for sale of $10.3 million were included in Other current assets as of December 31, 2024.
The following table summarizes total restructuring and other impairment expense (in millions):
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
Filtration and Advanced Materials(1) | |||||||||||||||||
| Severance and termination benefits | $ | $ | $ | ||||||||||||||
| Other exit costs | |||||||||||||||||
| FAM restructuring expense | |||||||||||||||||
Sustainable and Adhesive Solutions(2) | |||||||||||||||||
| Severance and termination benefits | |||||||||||||||||
| Other exit costs | |||||||||||||||||
| SAS restructuring expense | |||||||||||||||||
| Unallocated | |||||||||||||||||
| Severance and termination benefits | |||||||||||||||||
| Other exit costs | |||||||||||||||||
| Unallocated restructuring expense | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
| Filtration and Advanced Materials | |||||||||||||||||
Other impairment expense(3) | $ | $ | $ | ||||||||||||||
| Sustainable and Adhesive Solutions | |||||||||||||||||
| Other impairment expense | |||||||||||||||||
| Unallocated | |||||||||||||||||
| Other impairment expense | |||||||||||||||||
| Total restructuring and other impairment expense | $ | $ | $ | ||||||||||||||
(1)Includes costs associated with facility closures initiated in prior years of $1.6 million and $2.5 million for the year ended December 31, 2025 and 2024, respectively. Through December 31, 2025, the Company has recognized
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MATIV HOLDINGS, INC. AND SUBSIDIARIES
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accumulated restructuring and impairment charges of $11.8 million related to an ongoing facility closure. Additional restructuring expense associated with a site closure initiated in the current year are not expected to be significant.
(2)Includes costs associated with facility closures initiated in prior years of $2.8 million for the year ended December 31, 2024, respectively, related to facilities closed in prior years.
(3)Other impairment expense includes charges to reduce of the carrying value of long-lived assets associated with facility closures announced in the current and prior years to fair value.
The following table summarizes changes in restructuring liabilities (in millions):
| 2025 | 2024 | ||||||||||
Balance at beginning of the period | $ | $ | |||||||||
Charges for restructuring programs | |||||||||||
Cash payments and other | ( | ( | |||||||||
Balance at end of period | $ | $ | |||||||||
Note 12. Debt
Total debt, net of debt issuance costs, is summarized in the following table (in millions):
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Revolving facility - U.S. dollar borrowings | $ | $ | |||||||||
| Term loan A facility | |||||||||||
| Term loan B facility | |||||||||||
| Delayed draw term loan | |||||||||||
| German loan agreement | |||||||||||
| Debt issuance costs | ( | ( | |||||||||
| Total debt | |||||||||||
| Less: Current debt | ( | ( | |||||||||
| Long-term debt | $ | $ | |||||||||
On September 25, 2018, the Company entered into a $700.0 million credit agreement (the “Credit Agreement”), which replaced the Company’s previous senior secured credit facilities and provides for a five-year $500.0 million revolving line of credit (the “Revolving Credit Facility”) and a seven-year $200.0 million bank term loan facility (the “Term Loan A Facility”). Subject to certain conditions, the Company may request incremental loans to be extended under the Revolving Credit Facility or as additional Term Loan Facilities so long as the Company is in pro forma compliance with the required financial covenants and the aggregate of such increases does not exceed $400.0 million.
On February 10, 2021, we amended the Credit Agreement to, among other things, add a new seven-year $350.0 million Term Loan B Facility (the “Term Loan B Facility”) and to decrease the incremental loans that may be extended at the Company’s request to $250.0 million. Further amendments effective February 22, 2022 adjusted the step-down schedule for the maximum net debt to EBITDA ratio.
On May 6, 2022, the Company further amended the Credit Agreement in order to extend the maturity of the Revolving Credit Facility and the Term Loan A Facility to May 6, 2027, and to increase the availability under the Revolving Credit Facility, to $600.0 million. Additionally, we added a $650.0 million delayed draw term loan facility (the "Delayed Draw Term Loan Facility").
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MATIV HOLDINGS, INC. AND SUBSIDIARIES
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In December 2024, the Company further amended the Credit Agreement to increase the applicable rate margin to 2.75 % with respect to revolving loans and delayed draw term loans borrowed at the adjusted Term SOFR rate, adjusted EURIBOR rate or Daily Simple RFR rate, as applicable, and letter of credit fees, 1.75 % with respect to revolving loans and delayed draw term loans borrowed at the ABR rate, 3.00 % with respect to Term A Loans borrowed at the adjusted Term SOFR rate or adjusted EURIBOR rate, as applicable, and 2.00 % with respect to Term A Loans borrowed at the ABR rate and the commitment fee rate to 0.45 %, in each case, when the net debt to EBITDA ratio is greater than or equal to 5.00 to 1.00. The Amendment also permits borrowings under the revolving commitments in an aggregate amount up to $504.0 million in Sterling.
Under the terms of the amended Credit Agreement, Mativ must maintain certain financial ratios and comply with certain financial covenants, including a requirement (a) to maintain a minimum interest coverage ratio of 2.50 to 1.00 over each consecutive four fiscal quarter period ending December 31, 2024 through December 31, 2025 with a step-up to 2.75 to 1.00 for each such period thereafter and (b) to maintain a maximum net debt to EBITDA ratio of 5.50 to 1.00 over each consecutive four fiscal quarter period ending December 31, 2024 through December 31, 2025 with a step-down to 5.25 to 1.00 for each such period thereafter. In addition, borrowings and loans made under the amended Credit Agreement are secured by substantially all of the Company’s and the guarantors’ personal property, excluding certain customary items of collateral, and will be guaranteed by the Company’s existing and future wholly-owned direct material domestic subsidiaries and by Mativ Luxembourg (formerly known as SWM Luxembourg).
Borrowings under the amended Term Loan A Facility ("Term Loan A Credit Facility") will bear interest, at a rate equal to either (1) a forward-looking term rate based on the Secured Overnight Financing Rate (“Term SOFR”), plus the applicable margin or (2) the highest of (a) the federal funds effective rate plus 0.5 %, (b) the rate of interest as published by the Wall Street Journal as the “bank prime loan” rate, and (c) Term SOFR plus 1.0 %, in each case plus the applicable margin. The applicable margin for borrowings under the Term Loan A Credit Facility is expected to range from 1.25 % to 3.00 % for SOFR loans and from 0.25 % to 2.00 % for base rate loans, in each case depending on the Company’s then current net debt to EBITDA ratio.
Borrowings under the amended Revolving Facility or the Delayed Draw Term Loan Facility in U.S. dollars will bear interest, at the Company’s option, at a rate equal to either (1) a forward-looking term rate based on Term SOFR, plus the applicable margin or (2) the highest of (a) the federal funds effective rate plus 0.5 %, (b) the rate of interest as published by the Wall Street Journal as the “bank prime loan” rate, and (c) one-month Term SOFR plus 1.0 %, in each case plus the applicable margin. Borrowings under the Revolving Facility in Euros will bear interest at a rate equal to the reserve-adjusted Euro interbank offered rate, or EURIBOR, plus the applicable margin. The applicable margin for borrowings under the revolving credit agreement is expected to range from 1.00 % to 2.75 % for SOFR loans and EURIBOR loans, and from 0.00 % to 1.75 % for base rate loans, in each case, depending on the Company’s then current net debt to EBITDA ratio.
Borrowings under the Term Loan B Facility will bear interest, equal to a forward-looking term rate based on Term SOFR (subject to a minimum floor of 0.75 %) plus 2.75 %. Borrowings under the Term Loan B Facility in Euros will bear interest equal to EURIBOR (subject to a minimum floor of 0 %) plus 3.75 %.
The Company was in compliance with all of its covenants under the amended Credit Agreement at December 31, 2025.
Indenture for 8.000 % Senior Unsecured Notes Due 2029
On October 7, 2024, the Company closed a private offering of $400.0 million of 8.000 % senior unsecured notes due 2029 (the “2029 Notes”). The 2029 Notes were sold in a private placement in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended, pursuant to a purchase agreement between the Company, certain subsidiaries of the Company and a third-party financial institution, as representative of the initial purchasers. The 2029 Notes are senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly-owned subsidiaries that is a borrower under or that guarantees
78
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
obligations under the Company’s senior secured credit facilities or that guarantees certain other indebtedness, subject to certain exceptions.
The 2029 Notes were issued pursuant to an Indenture (the “Indenture”), dated as of October 7, 2024, among the Company, the guarantors listed therein and a third-party financial institution, as trustee. Interest on the 2029 Notes is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2025, and the 2029 Notes mature on October 1, 2029, subject to earlier repurchase or redemption.
The Company may redeem some or all of the 2029 Notes at any time on or after October 1, 2026, at the redemption prices set forth in the Indenture, together with accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Company sells certain assets or consummates certain change of control transactions, the Company will be required to make an offer to repurchase the 2029 Notes, subject to certain conditions.
The Indenture contains certain covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries to incur additional indebtedness, make certain dividends, repurchase Company stock or make other distributions, make certain investments, create liens, transfer or sell assets, merge or consolidate and enter into transactions with the Company’s affiliates. Such covenants are subject to a number of exceptions and qualifications set forth in the Indenture. The Indenture also contains certain customary events of default, including failure to make payments in respect of the principal amount of the 2029 Notes, failure to make payments of interest on the 2029 Notes when due and payable, failure to comply with certain covenants and agreements and certain events of bankruptcy or insolvency. The Company was in compliance with all of its covenants under the Indenture at December 31, 2025.
As of December 31, 2025, the average interest rate was 6.36 % on outstanding Revolving Facility borrowings, 6.57 % on outstanding Term Loan A Facility borrowings, 7.58 % on outstanding Term Loan B Facility borrowings and 6.32 % on outstanding Delayed Draw Term Loan facility borrowings. The effective rate on the 2029 Notes was 8.000 %. The weighted average effective interest rate on the Company's debt facilities, including the impact of interest rate hedges, was approximately 7.46 % and 6.41 % for the year ended December 31, 2025 and 2024, respectively.
Other
On May 30, 2022, Neenah entered into a project financing agreement for the construction of a melt blown machine (the "German Loan Agreement"). The German Loan Agreement provided $10.7 million of construction financing which is secured by the melt blown machine. The loan matures in March 2027 and principal is repaid in equal quarterly installments beginning in June 2023. The interest rate on amounts outstanding is 1.75 % and is payable quarterly.
Rate Swap Agreements
From time to time, the Company enters into interest rate swap transactions to manage the Company's interest rate risk and cross-currency swaps designated as a hedge of a portion of the Company's net investment in certain Euro-denominated subsidiaries. Refer to Note 13. Derivatives for additional information.
Principal Repayments
Under the amended Credit Agreement, the Company selects an "interest period" for each of its borrowings from the Revolving Facility. The Company can repay such borrowings and borrow again at a subsequent date if it chooses to do so, providing it flexibility and efficient use of any excess cash. The Company currently has the intent and ability to allow its debt balances to remain outstanding and expects to continue to file notices of continuation related to its borrowings outstanding at December 31, 2025, such that those amounts are not expected to be repaid prior to the May 2027 expiration of the Revolving Facility.
79
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following is the expected maturities for the Company's debt obligations as of December 31, 2025 (in millions):
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
Fair Value of Debt
At December 31, 2025 and December 31, 2024 the fair market value of the 2029 Notes was $403.6 million and $383.5 million, respectively. The fair market value for the 2029 Notes was determined using quoted market prices, which are directly observable Level 1 inputs. The fair market value of all other debt as of December 31, 2025 and 2024 approximated the respective carrying amounts as the interest rates approximate current market indices.
Debt Issuance Costs
The Company capitalized approximately $8.3 million of debt issuance costs during the year ended December 31, 2024 related to the issuance of the 2029 Notes and the amendment to our Credit Agreement. These capitalized costs are amortized over the term of the various facilities under the amended Credit Agreement. As of December 31, 2025 and 2024, the Company's total deferred debt issuance costs, net of accumulated amortization, were $15.4 million and $23.5 million, respectively.
Amortization expense of $8.2 million, $7.0 million $6.5 million was recorded during the years ended December 31, 2025, 2024, and 2023 respectively, and was included as a component of Interest expense in the accompanying Consolidated Statements of Income (Loss).
The following is the expected future amortization of the Company's deferred debt issuance costs as of December 31, 2025 (in millions):
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
80
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 13. Derivatives
In the normal course of business, the Company is exposed to foreign currency exchange rate risk and interest rate risk on its variable-rate debt. To manage these risks, the Company utilizes a variety of practices including derivative instruments. The Company has no derivative instruments for trading or speculative purposes or derivatives with credit risk-related contingent features. All derivative instruments used by the Company are either exchange traded or are entered into with major financial institutions to reduce credit risk and risk of nonperformance by third parties. The fair values of the Company’s derivative instruments are determined using observable inputs and are considered Level 2 assets or liabilities.
Foreign Currency Risk Management
The Company utilizes currency forward, swap and, to a lesser extent, option contracts to selectively hedge its exposure to foreign currency risk when it is practical and economical to do so. The use of these contracts minimizes transactional exposure to exchange rate changes. We designate certain of our foreign currency hedges as cash flow hedges. Changes in the fair value of cash flow hedges are reported as a component of Accumulated other comprehensive income (loss), net of tax and reclassified into earnings when the forecasted transaction affects earnings. Changes in the fair value of foreign exchange contracts not designated as hedges are recorded to Net income (loss) each period.
The Company also uses cross-currency swap contracts to selectively hedge its exposure to foreign currency related changes in our net investments in certain foreign operations. We designate these cross-currency swap contracts as net investment hedges based on the spot rate of the EUR. Changes in the fair value of these hedges are deferred within the foreign currency translation component of Accumulated other comprehensive income (loss), net of tax and reclassified into earnings when the foreign investment is sold or substantially liquidated. Future changes in the components related to the spot change on the notional will be recorded in Other Comprehensive Income ("OCI") and remain there until the hedged subsidiaries are substantially liquidated. Gains and losses excluded from the assessment of hedge effectiveness are recognized in earnings (Interest expense) over the term of the swap. Gains and losses associated with the settlement of derivative instruments designated as a net investment hedge are classified within investing activities in the Consolidated Statement of Cash Flows. As of December 31, 2025 and 2024 the gross notional amount of outstanding cross-currency swaps contracts designated as a net investment hedge was €450
Interest Rate Risk Management
The Company selectively hedges its exposure to interest rate increases on variable-rate, long-term debt when it is practical and economical to do so. Changes in the fair value of pay-fixed, receive-variable interest rate swap contracts considered cash flow hedges are reported as a component of Accumulated other comprehensive income (loss), net of tax and reclassified into earnings when the forecasted transaction affects earnings. The terms of the interest rate swaps mirror the terms of the underlying debt, including timing of the payments and interest rates. As of December 31, 2025 and 2024 the gross notional amounts of outstanding interest rate swaps designated as a cash flow hedge were $480.8 million and $589.2 million, respectively.
The interest rate contract used to hedge changes in the fair value of a portion of our 6.875 % Senior Notes due 2026 was exited following the October 7, 2024 redemption of the 2026 Notes.
81
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the fair value of asset and liability derivatives and the respective balance sheet locations at December 31, 2025 (in millions):
| Asset Derivatives | Liability Derivatives | ||||||||||||||||||||||
| Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | ||||||||||||||||||||
| Derivatives designated as hedges: | |||||||||||||||||||||||
| Foreign exchange contracts | Accounts receivable, net | $ | Accrued expenses and other current liabilities | $ | |||||||||||||||||||
| Foreign exchange contracts | Other assets | Other liabilities | |||||||||||||||||||||
| Interest rate contracts | Other assets | Other liabilities | |||||||||||||||||||||
| Total derivatives designated as hedges | |||||||||||||||||||||||
| Derivatives not designated as hedges: | |||||||||||||||||||||||
| Foreign exchange contracts | Accounts receivable, net | Accrued expenses and other current liabilities | |||||||||||||||||||||
| Total derivatives not designated as hedges | |||||||||||||||||||||||
| Total derivatives | $ | $ | |||||||||||||||||||||
The following table presents the fair value of asset and liability derivatives and the respective balance sheet locations at December 31, 2024 (in millions):
| Asset Derivatives | Liability Derivatives | ||||||||||||||||||||||
| Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | ||||||||||||||||||||
| Derivatives designated as hedges: | |||||||||||||||||||||||
| Foreign exchange contracts | Accounts receivable, net | $ | Accrued expenses and other current liabilities | $ | |||||||||||||||||||
| Foreign exchange contracts | Other assets | Other liabilities | |||||||||||||||||||||
| Interest rate contracts | Other assets | Other liabilities | |||||||||||||||||||||
| Total derivatives designated as hedges | |||||||||||||||||||||||
| Derivatives not designated as hedges: | |||||||||||||||||||||||
| Foreign exchange contracts | Accounts receivable, net | Accrued expenses and other current liabilities | |||||||||||||||||||||
| Total derivatives not designated as hedges | |||||||||||||||||||||||
| Total derivatives | $ | $ | |||||||||||||||||||||
82
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Gains (losses) on derivatives designated as cash flow and net investment hedges recognized in other comprehensive income (loss) are summarized below (in millions) on a pretax basis:
Derivatives Designated in Hedging Relationships | Gains (Losses) Recognized in Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
Derivatives designated as cash flow hedge | |||||||||||||||||
Amounts included in assessment of effectiveness | $ | ( | $ | $ | |||||||||||||
Derivatives designated as net investment hedge | |||||||||||||||||
Amounts included in assessment of effectiveness | ( | ( | |||||||||||||||
Total gain (loss) | $ | ( | $ | $ | ( | ||||||||||||
The Company's designated derivative instruments are highly effective. As such, there were no gains or losses recognized immediately in income related to the hedge ineffectiveness or amounts excluded from hedge effectiveness testing for the years ended December 31, 2025, 2024 or 2023, other than those related to the cross-currency swaps, noted below.
Gains (losses) on derivatives within the Consolidated Statement of Income (Loss) were as follows (in millions):
Location of Gains (Losses) | Amount of Gains (losses)Recognized | |||||||||||||||||||||||||
| Year Ended December 31, | ||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||
Effect of cash flow hedges | ||||||||||||||||||||||||||
Amount reclassified from Accumulated other comprehensive income (loss) to income | Interest expense | $ | $ | $ | ||||||||||||||||||||||
Effect of net investment hedges | ||||||||||||||||||||||||||
Amount excluded from assessment of hedge effectiveness | Interest expense | |||||||||||||||||||||||||
Effect of fair value hedges | ||||||||||||||||||||||||||
Hedged item | Interest expense | |||||||||||||||||||||||||
Derivative designated as hedges | Interest expense | ( | ( | |||||||||||||||||||||||
Effect of non-designated hedges | ||||||||||||||||||||||||||
Foreign exchange contracts | Other expense, net | |||||||||||||||||||||||||
Total | $ | $ | $ | |||||||||||||||||||||||
83
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 14. Accrued Expenses and Other Current Liabilities
Accrued expenses and Other current liabilities consisted of the following (in millions):
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Accrued salaries, wages and employee benefits | $ | $ | |||||||||
| Accrued sales discounts and allowances | |||||||||||
| Other accrued expenses | |||||||||||
| Total | $ | $ | |||||||||
Note 15. Income Taxes
For financial reporting purposes, loss before income taxes includes the following components (in millions):
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| U.S. | $ | ( | $ | ( | $ | ( | |||||||||||
| Foreign | ( | ( | |||||||||||||||
| Total | $ | ( | $ | ( | $ | ( | |||||||||||
An analysis of the expense (benefit) for income taxes from continuing operations follows (in millions):
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Current income taxes: | |||||||||||||||||
| U.S. federal | $ | ( | $ | $ | ( | ||||||||||||
| U.S. state | ( | ( | |||||||||||||||
| Foreign | |||||||||||||||||
| Deferred income taxes: | |||||||||||||||||
| U.S. federal | ( | ( | ( | ||||||||||||||
| U.S. state | ( | ( | |||||||||||||||
| Foreign | ( | ( | |||||||||||||||
| ( | ( | ||||||||||||||||
| Total | $ | ( | $ | ( | $ | ||||||||||||
84
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A reconciliation of income taxes computed at the U.S. Federal statutory income tax rate to the expense for income taxes for the year ended December 31, 2025 in accordance with ASU 2023-09 was as follows (in millions):
| Years Ended December 31, | ||||||||||||||||||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||||||||||||||||
| Amount | Percent | |||||||||||||||||||||||||||||||||||||
Tax Provision at U.S. Statutory Rate | $ | ( | % | |||||||||||||||||||||||||||||||||||
State and Local Income Taxes, Net of Federal Income Tax Effect (1) | ( | |||||||||||||||||||||||||||||||||||||
| Foreign Tax Effects | ||||||||||||||||||||||||||||||||||||||
United Kingdom | ||||||||||||||||||||||||||||||||||||||
Changes in valuation allowances(2) | ( | |||||||||||||||||||||||||||||||||||||
| Other | ( | |||||||||||||||||||||||||||||||||||||
Foreign income tax rate differential | ( | |||||||||||||||||||||||||||||||||||||
Germany | ||||||||||||||||||||||||||||||||||||||
| Goodwill impairment | ( | |||||||||||||||||||||||||||||||||||||
| Other | ( | |||||||||||||||||||||||||||||||||||||
Foreign income tax rate differential | ( | |||||||||||||||||||||||||||||||||||||
| Enacted changes in tax laws or rates | ( | |||||||||||||||||||||||||||||||||||||
Luxembourg | ||||||||||||||||||||||||||||||||||||||
| Enacted changes in tax laws or rates | ( | |||||||||||||||||||||||||||||||||||||
| Other | ( | — | ||||||||||||||||||||||||||||||||||||
Foreign income tax rate differential | ( | |||||||||||||||||||||||||||||||||||||
Changes in valuation allowances(2) | ( | |||||||||||||||||||||||||||||||||||||
| Other foreign jurisdictions | ||||||||||||||||||||||||||||||||||||||
| Goodwill impairment | ( | |||||||||||||||||||||||||||||||||||||
| Other | ( | |||||||||||||||||||||||||||||||||||||
| Foreign income tax rate differential | ( | |||||||||||||||||||||||||||||||||||||
Effect of Cross-Border Tax Laws | ||||||||||||||||||||||||||||||||||||||
| Branch Earnings | ( | |||||||||||||||||||||||||||||||||||||
| Other | ( | |||||||||||||||||||||||||||||||||||||
Income from passthrough entities | ( | |||||||||||||||||||||||||||||||||||||
| Tax Credits | ||||||||||||||||||||||||||||||||||||||
| General | ( | |||||||||||||||||||||||||||||||||||||
| Foreign Branch | ( | |||||||||||||||||||||||||||||||||||||
| Research & Development Credit | ( | |||||||||||||||||||||||||||||||||||||
Changes in Valuation Allowances(2) | ( | |||||||||||||||||||||||||||||||||||||
| Nontaxable or Nondeductible Items | ||||||||||||||||||||||||||||||||||||||
| Goodwill Impairment | ( | |||||||||||||||||||||||||||||||||||||
| Other | ( | |||||||||||||||||||||||||||||||||||||
| Changes in Unrecognized Tax Benefits | ( | |||||||||||||||||||||||||||||||||||||
| Other Adjustments | ( | |||||||||||||||||||||||||||||||||||||
| Provision for income taxes | $ | ( | % | |||||||||||||||||||||||||||||||||||
(1)California, Wisconsin, Minnesota, and Illinois represent the majority of the tax effect in this category.
(2)The 2025 increase in the valuation allowance in the UK is a result of changes in estimates of future taxable income. The 2025 increase in the valuation allowance in the U.S. is a result of the current year change to a net deferred tax asset position. The 2025 decrease in the valuation allowance in Luxembourg is a result of implemented planning actions that generate objective taxable income.
85
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A reconciliation of income taxes computed at the U.S. Federal statutory income tax rate to the expense for income taxes for the years ended December 31, 2024 and 2023 were as follows (in millions):
| Years Ended December 31, | |||||||||||||||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||||||||||||||
| Amount | Percent | Amount | Percent | ||||||||||||||||||||||||||||||||
| Tax provision at U.S. statutory rate | $ | ( | % | $ | ( | % | |||||||||||||||||||||||||||||
| Foreign income tax rate differential | ( | ( | |||||||||||||||||||||||||||||||||
Income from pass-through entities | ( | ( | |||||||||||||||||||||||||||||||||
| Branch earnings | ( | ( | |||||||||||||||||||||||||||||||||
| Global intangible low tax inclusion | ( | ( | |||||||||||||||||||||||||||||||||
| Subpart F income | |||||||||||||||||||||||||||||||||||
| Foreign derived intangible income | ( | ( | |||||||||||||||||||||||||||||||||
| State income tax, net of federal benefit | ( | ( | |||||||||||||||||||||||||||||||||
| Adjustments to valuation allowances | ( | ( | |||||||||||||||||||||||||||||||||
| Capital loss carryforward | |||||||||||||||||||||||||||||||||||
| Transition tax | |||||||||||||||||||||||||||||||||||
| Other tax credits | ( | ( | |||||||||||||||||||||||||||||||||
| Foreign tax credits | ( | ( | |||||||||||||||||||||||||||||||||
| Other foreign operational taxes | ( | ( | |||||||||||||||||||||||||||||||||
| Base erosion minimum tax amount | |||||||||||||||||||||||||||||||||||
| Domestic production deduction | |||||||||||||||||||||||||||||||||||
| Remeasurement of deferred taxes due to tax law | ( | ( | |||||||||||||||||||||||||||||||||
| Non-deductible compensation expense | ( | ( | |||||||||||||||||||||||||||||||||
| Non-deductible acquisition expense | ( | ||||||||||||||||||||||||||||||||||
| Goodwill impairment | ( | ||||||||||||||||||||||||||||||||||
| Uncertain tax positions | ( | ( | |||||||||||||||||||||||||||||||||
| Worthless stock deduction | ( | ||||||||||||||||||||||||||||||||||
| Other, net | ( | ( | |||||||||||||||||||||||||||||||||
| Provision for income taxes | $ | ( | % | $ | ( | % | |||||||||||||||||||||||||||||
A benefit for income taxes of $125.6 million, a benefit for income taxes of $30.2 million and an expense for income taxes of $26.8 million in the years ended December 31, 2025, 2024, and 2023, respectively, resulted in an effective tax rate of 27.1 %, 38.3 %, and (5.6 )% in 2025, 2024, and 2023, respectively. The Company’s effective tax rates differ from the statutory federal income tax rate of 21.0 % due primarily to varying tax rates in foreign jurisdictions, the relative amounts of income we earn in those jurisdictions, non-deductible goodwill impairment, adjustments to valuation allowances, uncertain tax positions, and worthless stock deduction.
Prior to the passage of the Tax Cuts and Jobs Act of 2017 ("Tax Act"), the Company asserted that substantially all of the undistributed earnings of its foreign subsidiaries were considered indefinitely reinvested and accordingly, no deferred taxes were provided. Due to the Tax Act, the Company has significant earnings and profits from its foreign subsidiaries that it can generally repatriated free of U.S. federal tax. As a result of the Company’s treasury policy to simplify and expedite its intercompany cash flows, as evidenced by the use of cash pooling, and in light of the Company’s prioritization of debt reduction and funding future growth, the Company does not assert indefinite reinvestment to the extent of each controlled foreign corporation's earnings and profits and to the extent of any foreign partnership’s U.S. tax capital accounts. As a result, the Company has provided for non-U.S. withholding
86
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
taxes, U.S. federal tax related to currency movement on previously taxed earnings and profits, and U.S. state taxes on unremitted earnings.
Additionally, the Organization for Economic Cooperation and Development (“OECD”) has reached agreement on an approach to establish a minimum global tax, set at 15%, for large multi-national enterprises, such as the Company. The OECD has recommended that certain aspects of this approach, referred to as “Pillar Two”, be made effective beginning in 2024, and many jurisdictions in which the Company operates have implemented Pillar Two legislation or are considering implementation. While such new rules introduce complexity into the Company’s tax calculations, Pillar Two in 2025 is limited to $1.2 million of qualified domestic minimum top-up tax ("QDMTT") in a jurisdiction where the Company's jurisdictional effective tax rate is less than 15%. Due to the novelty and complexity of Pillar Two, the Company continues to monitor for advancements and further guidance on Pillar Two rules, considering impacts of such developments on its tax expense.
Income taxes paid, net of (refunds received), were as follows (in millions):
| Years Ended December 31, | ||||||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||||
| U.S Federal | $ | ( | ||||||||||||||||||||||||
| U.S. State and local | ||||||||||||||||||||||||||
| South Carolina | ( | |||||||||||||||||||||||||
Other | ( | |||||||||||||||||||||||||
| Foreign | ||||||||||||||||||||||||||
| Germany | ||||||||||||||||||||||||||
| Spain | ||||||||||||||||||||||||||
| China | ||||||||||||||||||||||||||
| Canada | ||||||||||||||||||||||||||
| Luxembourg | ||||||||||||||||||||||||||
Other | ||||||||||||||||||||||||||
| Total cash paid during the period for income taxes | $ | |||||||||||||||||||||||||
87
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Net deferred income tax assets (liabilities) were comprised of the following (in millions):
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Deferred Tax Assets | |||||||||||
| Receivable allowances | $ | $ | |||||||||
| Postretirement and other employee benefits | |||||||||||
| Net operating loss and tax credit carryforwards | |||||||||||
| Capital loss carryforward | |||||||||||
| Investment in subsidiaries | |||||||||||
| Capitalized research & development | |||||||||||
| Section 163(j) interest limitation | |||||||||||
| Right of use liabilities | |||||||||||
| Other | |||||||||||
| Less: Valuation allowance | ( | ( | |||||||||
| Net deferred income tax assets | $ | $ | |||||||||
| Deferred Tax Liabilities | |||||||||||
| Net property, plant and equipment | $ | ( | $ | ( | |||||||
| Intangibles | ( | ( | |||||||||
| Investment in subsidiaries | ( | ||||||||||
| Derivatives | ( | ( | |||||||||
| Right of use assets | ( | ( | |||||||||
| Reserves and accruals | ( | ( | |||||||||
| Foreign currency translation | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| Net deferred income tax liabilities | $ | ( | $ | ( | |||||||
Total net deferred income tax assets (liabilities) | $ | $ | ( | ||||||||
As of December 31, 2025, the Company had approximately $286.8 million of tax-effected operating loss carryforwards available to further reduce future taxable income in various jurisdictions, with the following expiration dates:
| 2025 | |||||
| 2026-2045 | $ | ||||
| Indefinite | |||||
| Total | $ | ||||
In addition, the Company has $28.8 million of tax effected capital loss carryforwards, of which $20.4 million will expire in 2026 and $8.4 million are indefinite lived. The Company also has $22.3 million, $26.2 million, and $8.3 million of foreign, U.S. federal research and development, and U.S. state tax credits that will expire between 2028 – 2035, 2034 – 2045, and 2025 – 2045 respectively.
88
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company's deferred tax asset valuation allowances are primarily the result of uncertainties regarding the future realization of recorded tax benefits on tax loss, capital loss, and credit carryforwards. The valuation allowance on deferred tax assets as of December 31, 2025, is substantially in the United States federal, state, and Luxembourg, of $81.7 million, $23.3 million, and $119.5 million, respectively.
The Company's assumptions, judgments and estimates relative to the valuation of these net deferred tax assets take into account available positive and negative evidence of realizability, including recent financial performance, the ability to realize benefits of restructuring and other recent actions, projections of the amount, source, and character of future taxable income and tax planning strategies. Actual future operating results could differ from the Company's current assumptions, judgments and estimates. The Company believes that it will generate sufficient future taxable income to realize the tax benefits related to the remaining net deferred tax assets.
The following table summarizes the activity related to the Company's unrecognized tax benefits related to income taxes (in millions):
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Uncertain tax position balance at beginning of year | $ | $ | $ | ||||||||||||||
Increases in current year tax positions | |||||||||||||||||
Increases in prior year tax positions | |||||||||||||||||
Decreases due to lapse of statute of limitations | ( | ( | ( | ||||||||||||||
Decreases due to settlements | ( | ( | ( | ||||||||||||||
Increases (decreases) from business acquisitions | ( | ||||||||||||||||
| Uncertain tax position balance at end of year | $ | $ | $ | ||||||||||||||
The liability for unrecognized tax benefits includes $19.5 million as of December 31, 2025 that if recognized would impact the Company's effective tax rate. The Company has $9.0 million of fully reserved deferred tax assets within the uncertain tax positions. The Company's policy with respect to penalties and interest in connection with income tax assessments or related to unrecognized tax benefits is to classify penalties as provision for income taxes and interest as interest expense in its Consolidated Statements of Income (Loss).
The Company files income tax returns, including returns for its subsidiaries, with federal, state, local and foreign jurisdictions. The company has completed the 2020 U.S. audit with no tax adjustments to record. The company is under U.S. audit for tax year 2023 and anticipates finalizing this audit during 2026. The 2015-2025 tax years remain subject to examination by other major tax jurisdictions.
89
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 16. Postretirement and Other Benefits
The Company sponsors a number of different defined contribution retirement plans, alternative retirement plans and/or defined benefit pension plans across its operations. Defined benefit pension plans are sponsored in the United States, France, United Kingdom, Germany, Italy, and Canada and Other Post-Employment Benefits ("OPEB") benefits related to postretirement healthcare and life insurance are sponsored in the United States, Germany, and Canada.
The Company provides benefits under the non-qualified Supplemental Executive Retirement Plan ("SERP") and Supplemental Retirement Contribution Plan ("SRCP") plans to the extent necessary to fulfill the intent of its retirement plans without regard to the limitations set by the Internal Revenue Code on qualified retirement benefit plans.
North American Pension and Postretirement Healthcare and Life Insurance Benefits
The U.S. operations have defined benefit retirement plans that cover certain full-time employees. Retirement benefits are based on either a cash balance benefit formula or a final average pay formula for certain employees who were "grandfathered" and retained retirement benefits under the terms of the plan prior to its amendment to include a cash balance benefit formula. Benefits related to the U.S. defined benefit and pension plan are frozen for all employees.
During the third quarter of 2025, we purchased an annuity contract which transferred approximately $65.5 million of pension plan liabilities and associated risks, along with the administration of plan benefits, to an insurance company using plan assets.
The U.S. operations also have unfunded healthcare and life insurance benefit plans, or OPEB plans, which cover certain of its retirees through age 65 . Some employees who retained benefits under the terms of the Company's plans prior to certain past amendments receive retiree healthcare coverage at rates subsidized by the Company. For other eligible employees, retiree healthcare coverage access is offered at full cost to the retiree. The postretirement healthcare plans include a limit on the Company's share of costs for current and future retirees. The U.S. operations' retiree life insurance plans are noncontributory.
Non-US Pension Benefits
In the U.K., the Company has multiple defined benefit pension plans which holds the assets and liabilities of former U.K. employees. These plans are closed to new members. The assets of the plan are held separately from the Company under Trust and the plan is managed by a professional Trustee.
In July of 2024, the UK Court of Appeal upheld a ruling in the matter of Virgin Media Limited vs. NTL Pension Trustees II Limited that certain historical amendments for contracted-out defined benefit schemes were invalid if required actuarial confirmations were not obtained. The Company, and its pension scheme trustees and actuaries have not identified any implications for its UK pension defined benefit plans and continues to monitor potential legislation related to this matter.
During the third quarter of 2025, we entered into an agreement with a third party insurance company to execute a buy-in of the U.K. plan assets with an option to elect a future buy-out conversion. All plan assets were transferred to the insurance company in exchange for an annuity contract. Effective with the buy-in, the annuity contract provides all future benefit payments to the plan participants. Mativ continues to retain primary responsibility for the benefit obligation until the buy-out conversion is completed. Upon election of the buy-out conversion, Mativ will transfer full responsibility of the plan obligations to the insurance company, at which time we will derecognize the assets and liabilities of the pension plan and recognize a settlement loss as a component of net periodic pension cost.
In Germany, the Company sponsors retirement benefit plans which are unfunded. There is no legal or governmental obligation to fund these plans. These benefits are paid out in a normal course of business consistent with regulatory requirements.
90
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The U.S, U.K, and German pension plans accounted for the majority of the Company's total plan assets and total Accumulated Benefit Obligations ("ABO") at December 31, 2025.
The Company uses a measurement date of December 31 for its pension plans and other postretirement plans. The funded status of the pension plans as of December 31, 2025 and 2024 and the OPEB plans as of December 31, 2025 and 2024 was as follows (in millions):
| Pension Benefits | Other Postretirement Benefits | ||||||||||||||||||||||||||||
| U.S. | Non-U.S. | U.S. | Non-U.S. | ||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Change in PBO: | |||||||||||||||||||||||||||||
PBO at beginning of year(1) | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Service cost | |||||||||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||||||||
Actuarial (gain) loss | ( | ( | ( | ||||||||||||||||||||||||||
| Plan settlements | ( | ( | |||||||||||||||||||||||||||
| Gross benefits paid | ( | ( | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||
Currency translation effect | ( | ( | |||||||||||||||||||||||||||
| PBO at end of year | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Change in Plan Assets: | |||||||||||||||||||||||||||||
Fair value of plan assets at beginning of year | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Actual return on plan assets | ( | ||||||||||||||||||||||||||||
| Employer contributions | |||||||||||||||||||||||||||||
| Plan settlements | ( | ( | ( | ||||||||||||||||||||||||||
| Gross benefits paid | ( | ( | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||
| Currency translation effect | ( | ||||||||||||||||||||||||||||
| Fair value of plan assets at end of year | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
Funded status at end of year(1) | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
The PBO, ABO and fair value of pension plan assets for the Company's defined benefit pension plans and OPEB plans as of December 31, 2025 and 2024 were as follows (in millions):
| Pension Benefits | Other Postretirement Benefits | ||||||||||||||||||||||||||||
| U.S. | Non-U.S. | U.S. | Non-U.S. | ||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| PBO | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| ABO | |||||||||||||||||||||||||||||
| Fair value of plan assets | |||||||||||||||||||||||||||||
91
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2025 and 2024, the pre-tax amounts in Accumulated other comprehensive income, net of tax that have not been recognized as components of net periodic benefit cost for the pension and OPEB plans are as follows (in millions):
| Pension Benefits | Other Postretirement Benefits | ||||||||||||||||||||||||||||
| U.S. | Non-U.S. | U.S. | Non-U.S. | ||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
Accumulated loss (gain) | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Prior service credit | |||||||||||||||||||||||||||||
Accumulated other comprehensive loss (gain) | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
Actuarial assumptions are used to determine the Company's benefit obligations. The discount rate represents the interest rate used to determine the present value of future cash flows currently expected to be required to settle pension obligations. The discount rate fluctuates from year to year based on current market interest rates for high-quality, fixed-income investments. The Company also evaluates the expected average duration of its pension obligations in determining its discount rate. An assumed long-term rate of compensation increase is also used to determine the PBO.
Healthcare cost trends are used to project future postretirement medical benefits payable from our plans. For purposes of measuring our U.S. plan obligations as of December 31, 2025, a 6.14 % annual rate of increase in postretirement medical benefit costs was assumed; the rate was assumed to decrease gradually to 4.0 % by 2048 and to remain at that level thereafter.
The weighted average assumptions used to determine benefit obligations as of December 31, 2025 and 2024 were as follows:
| Pension Benefits | Other Postretirement Benefits | ||||||||||||||||||||||||||||
| U.S. | Non-U.S. | U.S. | Non-U.S. | ||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Discount rate | % | % | % | % | % | % | % | % | |||||||||||||||||||||
| Rate of compensation increase | % | % | % | % | N/A | N/A | % | % | |||||||||||||||||||||
92
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The components of net pension benefit cost (benefit) during the years ended December 31, 2025, 2024, and 2023 were as follows (in millions):
| Pension Benefits | |||||||||||||||||||||||
| U.S. | Non-U.S. | ||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | ||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | |||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ( | ( | |||||||||||||||||
| Amortizations and other | ( | ( | |||||||||||||||||||||
Settlement loss | |||||||||||||||||||||||
Net periodic benefit cost (benefit) | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||
Other Postretirement Benefits(1) | |||||||||||||||||||||||
US | Non-US | ||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | ||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | |||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | |||||||||||||||||||||||
| Amortizations and other | ( | ||||||||||||||||||||||
Net periodic benefit cost (benefit) | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Assumptions are used to determine net periodic benefit costs. In addition to the discount rate and rate of compensation increase, which are used to determine benefit obligations, an expected long-term rate of return on plan assets is also used to determine net periodic pension benefit costs. The weighted average assumptions used to determine net periodic benefit costs for the years ended December 31, 2025, 2024, and 2023 were as follows:
| Pension Benefits | |||||||||||||||||||||||
| U.S. | Non-U.S. | ||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | ||||||||||||||||||
| Discount rate | % | % | % | % | % | % | |||||||||||||||||
| Expected long-term rate of return on plan assets | % | % | % | % | % | % | |||||||||||||||||
| Rate of compensation increase | % | % | % | % | % | % | |||||||||||||||||
Other Postretirement Benefits(1) | |||||||||||||||||||||||
| U.S. | Non-U.S. | ||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | ||||||||||||||||||
| Discount rate | % | % | % | % | % | % | |||||||||||||||||
| Expected long-term rate of return on plan assets | % | % | % | % | % | % | |||||||||||||||||
| Rate of compensation increase | % | % | % | % | % | % | |||||||||||||||||
The Company's investment strategy with respect to its U.S. pension plan assets is to maximize the return on investment of plan assets at an acceptable level of risk and to assure each plans' fiscal health. The target asset allocation varies based on the funded status of the plan in an effort to match the duration of the plan's liabilities to investments in long duration
93
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
fixed income assets over time. For the year ended December 31, 2025, the target and actual allocation of plan assets were aligned.
The primary goal of the Company's pension plans is to maintain the highest probability of assuring future benefit payments to participants while providing growth of capital in real terms. To achieve this goal, the investment philosophy is to protect plan assets from large investment losses, particularly over time, while steadily growing the assets in a prudent manner. While there cannot be complete assurance that the objectives will be realized, the Company believes that the likelihood of realizing the objectives are reasonable based upon this investment philosophy. The Company has an investment committee that meets on a periodic basis to review the portfolio returns and to determine asset mix targets.
The annuity contract purchased as part of the UK buy-in transaction in the third quarter of 2025 provides for all future benefit payments to plan participants, eliminating the need for an investment strategy for these plans.
The pension plans' asset allocations by category at December 31, 2025 and 2024 were as follows:
| U.S. | Non-U.S. | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Plan Asset Category | |||||||||||||||||||||||
| Cash and cash equivalents | |||||||||||||||||||||||
Equity securities(1): | |||||||||||||||||||||||
| Domestic large cap | |||||||||||||||||||||||
| Domestic small cap | |||||||||||||||||||||||
| International | |||||||||||||||||||||||
| Fixed income securities | |||||||||||||||||||||||
Buy-in contract(2) | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
(1) None of the Company's pension plan assets are targeted for investment in Mativ stock, except that it is possible that one or more mutual funds held by the plan could hold shares of Mativ.
(2) Buy-in annuity contracts are equal to the fair value of underlying liabilities, calculated using actuarial assumptions, and considered a Level 3 measurement.
The Company's pension assets are classified according to an established fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurements). A financial instrument's level within the hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The three levels of the fair value hierarchy are described below:
Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly;
Level 3 Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
94
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table sets forth by level, within the fair value hierarchy, the pension plans' assets at fair value as of December 31, 2025 (in millions):
| U.S. | Non-U.S. | ||||||||||||||||||||||||||||||||||||||||||||||
Plan Asset Category | Total | Other(1) | Level 1 | Total | Level 1 | Level 3 | |||||||||||||||||||||||||||||||||||||||||
Cash and cash equivalents | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Equity securities: | |||||||||||||||||||||||||||||||||||||||||||||||
| Domestic large cap | |||||||||||||||||||||||||||||||||||||||||||||||
| Domestic small cap | |||||||||||||||||||||||||||||||||||||||||||||||
| International | |||||||||||||||||||||||||||||||||||||||||||||||
| Fixed income securities: | |||||||||||||||||||||||||||||||||||||||||||||||
| US Government securities | |||||||||||||||||||||||||||||||||||||||||||||||
| Corporate bonds | |||||||||||||||||||||||||||||||||||||||||||||||
| International bonds | |||||||||||||||||||||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
(1)Investments held in Mutual Funds are measured at Net Asset Value ("NAV"), as determined by the fund manager, as a practical expedient and not are subject to hierarchy level classification disclosure.
The following table sets forth by level, within the fair value hierarchy, the pension plans' assets at fair value as of December 31, 2024 (in millions):
| U.S. | Non-U.S. | ||||||||||||||||||||||||||||||||||||||||||||||
Plan Asset Category | Total | Other(1) | Level 1 | Total | Level 1 | Level 2 | |||||||||||||||||||||||||||||||||||||||||
| Cash equivalents | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Equity securities: | |||||||||||||||||||||||||||||||||||||||||||||||
| Domestic large cap | |||||||||||||||||||||||||||||||||||||||||||||||
| Domestic small cap | |||||||||||||||||||||||||||||||||||||||||||||||
| International | |||||||||||||||||||||||||||||||||||||||||||||||
| Fixed income securities: | |||||||||||||||||||||||||||||||||||||||||||||||
| US Government securities | |||||||||||||||||||||||||||||||||||||||||||||||
| Corporate bonds | |||||||||||||||||||||||||||||||||||||||||||||||
| International bonds | |||||||||||||||||||||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
95
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company expects the following estimated undiscounted future pension benefit payments, which are to be made from pension plan and employer assets, net of amounts that will be funded from retiree contributions, and which reflect expected future service, as appropriate (in millions):
| U.S. | Non-U.S. | ||||||||||
| 2026 | $ | $ | |||||||||
| 2027 | $ | $ | |||||||||
| 2028 | $ | $ | |||||||||
| 2029 | $ | $ | |||||||||
| 2030 | $ | $ | |||||||||
| 2031-2035 | $ | $ | |||||||||
The Company was not required to contribute during 2025 to its U.S. pension plans, although, it may make discretionary contributions, along with contributions to certain pay-as-you-go plans in the US, Canada, Germany, France, and Italy. Following the buy-in transaction, regular company contributions to the UK plan ceased as the funding mechanism threshold was achieved.
Other Benefits
96
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 17. Stockholders' Equity
Long-term Incentive Plan
In April 2024, the Company adopted and the stockholders approved the Mativ Holdings, Inc. 2024 Equity and Incentive Plan (the "2024 Plan") which superseded and replaced the Schweitzer-Mauduit International, Inc. 2015 Long-term Incentive Plan (the "2015 LTIP"). The 2024 Plan is intended to promote the Company's long-term financial success by attracting and retaining outstanding executive personnel and to motivate such personnel by means of equity grants. The Compensation Committee of the Board of Directors selects participants and establishes the terms of various types of equity-based compensation awards, including incentive and nonqualified stock options, stock appreciation rights ("SARs"), restricted stock awards ("RSAs"), restricted stock units ("RSUs"), RSUs with performance conditions ("PSUs"), in addition to certain cash-based awards.
In April 2025, the Company adopted and the shareholders approved Amendment No. 1 (the “Plan Amendment”) to the 2024 Plan. The Plan Amendment increases by 2,300,000 the maximum number of shares of common stock authorized to be issued under the 2024 Plan. Subject to the terms and conditions of the 2024 Plan, and after giving effect to the Plan Amendment, the number of shares of Company common stock authorized for grants under the 2024 Plan is 5,100,000 shares.
The 2015 LTIP remains in effect with respect to all outstanding awards granted under such plan until such awards have been exercised, forfeited, cancelled, expired, or otherwise terminated in accordance with the terms of such awards. In February 2024, the Board of Directors approved for the unvested awards issued and outstanding under the 2015 LTIP to be cash settled upon vesting. The decision represented a modification which resulted in the reclassification of the portion of the earned awards from equity to a liability as of the modification date. There was no incremental compensation expense recognized associated with the modification.
RSUs and PSUs transfer ownership rights in shares of its Common Stock to the recipients of the grant upon vesting, including the right to vote the shares and receive dividends thereon. During the vesting period, the recipients are eligible for dividend equivalents. The RSUs generally vest over a three-year term as follows: 33.3 % on each of the first, second and third anniversaries of the grant date, except for RSUs issued as retirement and special grant awards, which vest over a one-year term on the first anniversary of the grant date. Vesting is contingent upon continued employment or service. The unvested portion of a grantee’s RSU will be immediately forfeited and cancelled if the grantee ceases employment or service, except for retirement awards which vest on a pro rata basis. RSUs, and PSUs have grant date fair values equal to the fair market value of the underlying stock on the date of grant. Forfeitures are accounted for as they occur. The Company recognizes compensation expense for PSUs when it is probable that the performance conditions will be achieved. The Company reassesses the probability of vesting at each reporting period and adjusts its compensation cost accordingly.
Substantially all stock-based compensation expense has been recorded in Selling and general expense on the Consolidated Statements of Income (Loss). Stock-based compensation expense was $10.8 million, $11.3 million, and $9.9 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, unrecognized compensation expense was $9.2 million and is expected to be recognized over a weighted average period of 2.4 years.
97
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Restricted Stock Awards
In July 2023, the Company implemented a one-time conversion of all outstanding RSAs to RSUs. There were no RSAs granted in 2025 and 2024.
The following table presents RSA activity for the years ended December 31, 2023:
| 2023 | |||||||||||||||||||||||||||||||||||
| # of Shares | Weighted Average Fair Value at Date of Grant | ||||||||||||||||||||||||||||||||||
| Outstanding at January 1 | $ | ||||||||||||||||||||||||||||||||||
| Granted | |||||||||||||||||||||||||||||||||||
| Forfeited | ( | ||||||||||||||||||||||||||||||||||
| Vested | ( | ||||||||||||||||||||||||||||||||||
Converted to RSUs | ( | ||||||||||||||||||||||||||||||||||
| Outstanding at December 31 | $ | ||||||||||||||||||||||||||||||||||
Restricted Stock Units
The following table presents activity of RSUs for the years ended December 31, 2025, 2024 and 2023:
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| # of Shares | Weighted Average Fair Value at Date of Grant | # of Shares | Weighted Average Fair Value at Date of Grant | # of Shares | Weighted Average Fair Value at Date of Grant | ||||||||||||||||||||||||||||||
Outstanding at January 1 | $ | $ | $ | ||||||||||||||||||||||||||||||||
Granted | |||||||||||||||||||||||||||||||||||
| Converted from RSAs | |||||||||||||||||||||||||||||||||||
Forfeited | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Vested | ( | ( | ( | ||||||||||||||||||||||||||||||||
Outstanding at December 31 | $ | $ | $ | ||||||||||||||||||||||||||||||||
98
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Performance Stock Units
The following table presents activity of PSUs for the years ended December 31, 2025, 2024 and 2023:
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| # of Shares | Weighted Average Fair Value at Date of Grant | # of Shares | Weighted Average Fair Value at Date of Grant | # of Shares | Weighted Average Fair Value at Date of Grant | ||||||||||||||||||||||||||||||
| Outstanding at January 1 | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Granted | |||||||||||||||||||||||||||||||||||
| Forfeited | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Vested | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Outstanding at December 31 | $ | $ | $ | ||||||||||||||||||||||||||||||||
Basic and Diluted Shares Reconciliation
The Company uses the two-class method to calculate earnings per share. The Company has granted equity-based compensation awards that contain non-forfeitable rights to dividends or dividend equivalents on unvested shares. Since these unvested shares are considered participating securities under the two-class method, the Company allocates earnings per share to common stock and participating securities according to dividends declared and participation rights in undistributed earnings.
Diluted net income per common share is computed based on net income divided by the weighted average number of common and potential common shares outstanding. Potential common shares during the respective periods are those related to dilutive stock-based compensation, including long-term share-based incentive compensation, and directors' accumulated deferred stock compensation which may be received by the directors in the form of stock or cash.
A reconciliation of the average number of common and potential common shares outstanding used in the calculations of basic and diluted net income per share follows (in millions, shares in thousands):
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Numerator (basic and diluted): | |||||||||||||||||
Net loss | $ | ( | $ | ( | $ | ( | |||||||||||
| Less: Dividends paid to participating securities | ( | ( | ( | ||||||||||||||
Undistributed and distributed loss available to common stockholders | $ | ( | $ | ( | $ | ( | |||||||||||
| Denominator: | |||||||||||||||||
| Average number of common shares outstanding | |||||||||||||||||
Effect of dilutive stock-based compensation(1) | |||||||||||||||||
| Average number of common and potential common shares outstanding | |||||||||||||||||
(1)For the year ended December 31, 2025, Diluted loss per share excludes 542,000 weighted average potential common shares as their inclusion would be anti-dilutive.
99
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 18. Commitments and Contingencies
Other Commitments
As of December 31, 2025, we had contractual obligations to purchase products and services (primarily raw materials), capital projects, and energy totaling $105.1 million. These commitments extend beyond 2029.
The Company has $8.8 million of other letters of credit, guarantees and surety bonds outstanding at December 31, 2025.
In connection with the EP Divestiture, we undertook to indemnify and hold Evergreen Hill Enterprise harmless from claims and liabilities related to the EP business that were identified as excluded or specified liabilities in the related agreements up to an amount not to exceed $10 million. As of December 31, 2025, there were no material claims pending under this indemnification.
Litigation
We are involved in various legal proceedings from time to time, including relating to contracts, commercial disputes, taxes, environmental issues, employment and workers' compensation claims, product liability and other matters. We periodically review the status of these proceedings with both inside and outside counsel. We believe that the ultimate disposition of these matters will not have a material effect on the results of operations in a given quarter or year.
Environmental Matters
The Company's operations are subject to various nations' federal, state and local laws, regulations and ordinances relating to environmental matters. The nature of the Company's operations exposes it to the risk of claims with respect to various environmental matters, and there can be no assurance that material costs or liabilities will not be incurred in connection with such claims. While the Company has incurred in the past several years, and will continue to incur, capital and operating expenditures in order to comply with environmental laws and regulations, it believes that its future cost of compliance with environmental laws, regulations and ordinances, and its exposure to liability for environmental claims and its obligation to participate in the remediation and monitoring of certain hazardous waste disposal sites, will not have a material effect on its financial condition or results of operations. However, future events, such as changes in existing laws and regulations, or unknown contamination or costs of remediation of sites owned, operated or used for waste disposal by the Company (including contamination caused by prior owners and operators of such sites or other waste generators) may give rise to additional costs which could have a material effect on its financial condition or results of operations.
General Matters
In the ordinary course of conducting business activities, the Company and its subsidiaries become involved in certain other judicial, administrative and regulatory proceedings involving both private parties and governmental authorities. These proceedings include insured and uninsured regulatory, employment, intellectual property, general and commercial liability, environmental and other matters. At this time, the Company does not expect any of these proceedings to have a material effect on its reputation, business, financial condition, results of operations or cash flows. However, the Company can give no assurance that the results of any such proceedings will not materially affect its reputation, business, financial condition, results of operations or cash flows.
Employees and Labor Relations
As of December 31, 2025, approximately 26 % of our U.S. workforce and 36 % of our Non-U.S. workforce are under collective bargaining agreements. Approximately 0 % of all U.S. employees and 18 % of our Non-U.S. employees are under collective bargaining agreements that will expire in the next 12 months.
100
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For our Non-U.S. workforce, union membership is voluntary and does not need to be disclosed to the Company under local laws. As a result, the number of employees covered by the collective bargaining agreements in some countries cannot be determined.
Note 19. Segment Information
The Company has two reportable segments: (1) Filtration & Advanced Materials ("FAM") and (2) Sustainable & Adhesive Solutions ("SAS"). The FAM segment supplies customers directly, serving a diverse set of generally higher-growth end markets. FAM end markets include water and air purification, life sciences, industrial processes, transportation, glass and glazing, packaging, agriculture, building and construction, safety and security. SAS is focused primarily on tapes, labels, liners, specialty paper, packaging and healthcare solutions. The SAS segment supplies customers through distribution and directly, serving growing and mature end markets including building and construction, DIY, product packaging, consumer & commercial papers, personal care, advanced wound care, medical device fixation and medical packaging. The accounting policies of the reportable segments are the same as those described in Note 2. Summary of Significant Accounting Policies.
Our Chief Operating Decision Maker ("CODM") is our President and Chief Executive Officer. The CODM considers operating profit when making resource allocation decisions for each segment.
Information about Net Sales and Operating Profit (Loss)
The CODM primarily evaluates segment performance and allocates resources based on Operating profit (loss). General corporate expenses that do not directly support the operations of the business segments are unallocated expenses. Assets are managed on a total company basis and are therefore not disclosed at the segment level.
Net sales, costs of products sold, nonmanufacturing expense, restructuring and impairment expense, and operating profit (loss) by segment were (in millions):
| Years Ended December 31, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Net sales | |||||||||||||||||||||||||||||||||||
| FAM | $ | $ | $ | ||||||||||||||||||||||||||||||||
| SAS | |||||||||||||||||||||||||||||||||||
| Consolidated | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Cost of products sold | |||||||||||||||||||||||||||||||||||
| FAM | $ | $ | $ | ||||||||||||||||||||||||||||||||
| SAS | |||||||||||||||||||||||||||||||||||
| Consolidated | $ | $ | $ | ||||||||||||||||||||||||||||||||
Total nonmanufacturing expense | |||||||||||||||||||||||||||||||||||
| FAM | $ | $ | $ | ||||||||||||||||||||||||||||||||
| SAS | |||||||||||||||||||||||||||||||||||
| Total segments | |||||||||||||||||||||||||||||||||||
| Unallocated | |||||||||||||||||||||||||||||||||||
| Consolidated | $ | $ | $ | ||||||||||||||||||||||||||||||||
101
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| Years Ended December 31, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Restructuring and impairment | |||||||||||||||||||||||||||||||||||
| FAM | $ | $ | $ | ||||||||||||||||||||||||||||||||
| SAS | |||||||||||||||||||||||||||||||||||
| Total segments | |||||||||||||||||||||||||||||||||||
| Unallocated | |||||||||||||||||||||||||||||||||||
| Consolidated | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Operating profit (loss) | |||||||||||||||||||||||||||||||||||
| FAM | $ | ( | $ | $ | |||||||||||||||||||||||||||||||
| SAS | ( | ||||||||||||||||||||||||||||||||||
| Total segments | ( | ( | |||||||||||||||||||||||||||||||||
| Unallocated | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Consolidated | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||
Capital spending and depreciation by segments were (in millions):
| Capital Spending | Depreciation | ||||||||||||||||||||||||||||||||||
| Years Ended December 31, | Years Ended December 31, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||
| FAM | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| SAS | |||||||||||||||||||||||||||||||||||
| Total segments | |||||||||||||||||||||||||||||||||||
| Unallocated | |||||||||||||||||||||||||||||||||||
| Consolidated | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Information about Geographic Areas
Long-lived assets by geographic area were as follows (in millions):
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| U.S. | $ | $ | |||||||||
| France | |||||||||||
| Germany | |||||||||||
| U.K. | |||||||||||
| Other foreign countries | |||||||||||
| Consolidated | $ | $ | |||||||||
102
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Mativ Holdings, Inc.:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Mativ Holdings, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of income (loss), comprehensive income (loss), changes in stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill — Filtration and Advanced Materials — Refer to Notes 2 and 9 to the consolidated financial statements
Critical Audit Matter Description
The Company evaluates goodwill for impairment annually in the fourth quarter or whenever events or changes in circumstances indicate that an evaluation should be completed. The Company determines the fair value of its reporting units using the income approach. The determination of the fair value using the income approach requires
103
management to make significant estimates and assumptions related to forecasts of future cash flows and discount rates. Changes to the forecasted revenue growth, earnings before income taxes, depreciation and amortization (“EBITDA”) and discount rate assumptions may result in a significantly different estimate of the fair value of the reporting units, which could result in a different assessment of the recoverability of goodwill or measurement of an impairment charge. During the first quarter of 2025, primarily in response to a sustained decline in the Company's share price, an interim quantitative goodwill impairment test was performed, which resulted in a full impairment of all goodwill related to the Filtration and Advanced Materials (“FAM”) reporting unit.
We identified goodwill attributable to the FAM reporting unit as a critical audit matter because of the significant assumptions required to estimate the fair value of the FAM reporting unit. The sensitivity of the estimate to changes in assumptions, specifically related to the selection of the discount rate, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the selection of the discount rate for the FAM reporting unit included the following, among others:
•We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of the FAM reporting unit, such as controls related to management’s selection of the discount rate.
•With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate, by:
•Testing the source information underlying the determination of the discount rate and testing the mathematical accuracy of the calculation.
•Obtaining an understanding of management’s rationale for the company-specific risk premium component of the discount rate and evaluating whether the company-specific risk factors were reasonable relative to Company circumstances and consistent with the risk characteristics reflected in the projected cash flows.
•Developing a range of independent estimates and comparing those to the discount rate selected by the Company.
•Assessing the reasonableness of management’s fair value estimate by comparing the implied equity value from the discounted cash flow model to the Company’s market capitalization at the measurement date.
/s/ Deloitte & Touche, LLP
February 26, 2026
We have served as the Company's auditor since 1995.
104
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time frames specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.
An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025 was made under the supervision and with the participation of our management including our principal executive officer and principal financial officer. Based upon this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective.
Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, is designed to provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
Management's Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, our management used the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on the Company's evaluation under the framework in Internal Control - Integrated Framework, our management has concluded that, as of December 31, 2025, our internal control over financial reporting is effective based on these criteria. As of December 31, 2025, we had no material weaknesses based on our tests using the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an audit report on its assessment of our internal control over financial reporting, which is included herein.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
105
Item 9B. Other Information
Adoption or Termination of 10b5-1 Trading Plans
During the fiscal quarter ended December 31, 2025, no director or officer of the Company adopted terminated
106
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Mativ Holdings, Inc.:
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Mativ Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 26, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche, LLP
Atlanta, Georgia
February 26, 2026
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PART III.
Item 10. Directors, Executive Officers and Corporate Governance
We have posted a copy of our Code of Conduct on our website at www.mativ.com. Our Code of Conduct applies to all employees, officers and directors of the Company and its subsidiaries worldwide.
The Company has adopted an insider trading policy and program applicable to the Company’s directors, officers and employees, as well as the Company itself, which governs the purchase, sale and other dispositions of the Company’s securities, that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations and the New York Stock Exchange listing standards. The foregoing summary of the Company’s insider trading policy does not purport to be complete and is qualified in its entirety by reference to the full text thereof attached hereto as Exhibit 19.1.
All other information called for by this Item is hereby incorporated by reference to the sections of our proxy statement relating to our 2026 Annual Meeting of Stockholders (the "2026 Proxy Statement") captioned "Proposal One - Election of Directors," "Corporate Governance" and "Section 16(a) Beneficial Ownership Reporting Compliance." Information with respect to our executive officers is set forth in Part I, Item 1 of this Form 10-K under the caption, "Executive Officers of the Registrant."
Item 11. Executive Compensation
The information in the section of the 2026 Proxy Statement captioned "Executive Compensation," including the item captioned "Compensation Discussion and Analysis," is incorporated in this Item 11 by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Securities Authorized for Issuance under Equity Compensation Plans
The information in the section of the 2026 Proxy Statement entitled "Stock Ownership" is incorporated in this Item 12 by reference. The following table provides information, as of December 31, 2025, with respect to the shares of our Common Stock that may be issued under our existing equity compensation plans:
| Plan Category | Number of Securities Available for Future Issuance Under Equity Compensation Plans | |||||||
| Equity compensation plans approved by stockholders: | ||||||||
Outside Directors Stock Plan (1) | 2,272 | |||||||
2024 Equity and Incentive Plan (2) | 2,841,380 | |||||||
| Total approved by stockholders | 2,843,652 | |||||||
| Equity compensation plans not approved by stockholders | — | |||||||
Grand total | 2,843,652 | |||||||
(1)The Outside Directors Stock Plan consists of shares registered for the purpose of issuance to our outside directors for payment of their retainer fees quarterly in advance. Director's stock retainer fees consisted of $31,250 for the first two quarters in 2025, and $125,000 granted on July 1, 2025, representing a one-year retainer service period of July 1, 2025 to June 30, 2026, as a restricted stock unit subject to a one-year service condition. The number of shares issued is determined based on the then fair market value of the shares, which is determined in accordance with the plan at the closing price on the grant date. Certain directors have elected to defer receipt of quarterly and annual retainer fees under the terms of our Deferred Compensation Plan No. 2 for Non-Employee Directors, resulting in an accumulation of stock unit credits. Upon a change in control, retirement or earlier termination from the Board, these stock unit credits will be distributed in the form of shares. While held in the deferred compensation plan account, these stock unit credits carry no voting rights and
108
cannot be traded as Common Stock, although declared dividends create additional stock unit credits. As of December 31, 2025, deferred retainer fees and credited dividends have resulted in 78,960 accumulated stock unit credits.
(2)Reflects shares available for future issuance under the 2024 Equity and Incentive Plan which is described in Note 17. Stockholders' Equity of the Notes to Consolidated Financial Statements in Part II, Item 8 herein. Awards of restricted stock units under the 2024 Equity and Incentive Plan are subject to forfeiture and cannot be sold or otherwise transferred until fully vested.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information in the sections of the 2026 Proxy Statement captioned "Corporate Governance," including the items captioned "Transactions with Related Persons" and "Board of Directors and Standing Committees" is incorporated in this Item 13 by reference.
Item 14. Principal Accountant Fees and Services
The information in the section of the 2026 Proxy Statement captioned "Proposal Two - Ratification of the Selection of the Independent Registered Public Accounting Firm" is incorporated in this Item 14 by reference.
109
PART IV.
Item 15. Exhibits and Financial Statement Schedules
(a) The consolidated financial statements and financial statement schedules filed as part of this report are listed in the Index to the Consolidated Financial Statements set forth in Part II, Item 8.
(b) The exhibits filed as part of this report are listed below:
| Exhibit Number | Exhibit | |||||||
| 2.1 | ||||||||
| 2.2 | ||||||||
| 2.3 | First Amendment to Purchase Agreement, dated November 29, 2023, to the Purchase Agreement, dated as of August 1, 2023, by and between Company and Evergreen Hill Enterprise Pte. Ltd.(incorporated by reference to Exhibit 2.9 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023).*** | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 3.3 | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
10.3 | ||||||||
10.4 | ||||||||
10.5 | ||||||||
10.6 | ||||||||
10.7 | ||||||||
*10.8 | ||||||||
110
| Exhibit Number | Exhibit | |||||||
10.9.1 | ||||||||
10.9.2 | ||||||||
10.9.3 | ||||||||
10.9.4 | ||||||||
10.9.5 | ||||||||
| 10.10 | ||||||||
| 10.11 | ||||||||
| 10.12 | ||||||||
| 10.13 | ||||||||
| 10.14 | ||||||||
| 10.15 | ||||||||
| 10.16 | ||||||||
| 10.17 | ||||||||
111
| Exhibit Number | Exhibit | |||||||
| 10.18 | ||||||||
| 10.19 | ||||||||
| 10.20 | ||||||||
| 10.21 | ||||||||
| 10.22 | ||||||||
| 10.23 | ||||||||
| 10.24 | ||||||||
| 10.25 | ||||||||
| 10.26 | ||||||||
| 10.27 | ||||||||
| 10.28 | ||||||||
| 10.29 | ||||||||
| 10.30 | ||||||||
| 10.31 | ||||||||
| 10.32 | ||||||||
| 10.33 | ||||||||
112
| Exhibit Number | Exhibit | |||||||
| 10.34 | ||||||||
| 10.35 | ||||||||
| 10.36 | ||||||||
| 10.37 | ||||||||
| 10.38 | ||||||||
| 10.39 | ||||||||
| 10.40 | ||||||||
| 10.41 | ||||||||
| 10.42 | ||||||||
| 10.43 | ||||||||
| 19.1 | ||||||||
| *21.1 | ||||||||
| *23.1 | ||||||||
| *24.1 | ||||||||
| *31.1 | ||||||||
| *31.2 | ||||||||
| *32 | ||||||||
| 99.2 | ||||||||
| 97 | ||||||||
| 101 | The following materials from the Company's Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline eXtensible Business Reporting Language ("iXBRL"): (i) the Consolidated Statements of Income (Loss), (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Changes in Stockholders' Equity, (v) the Consolidated Statements of Cash Flow, and (vi) Notes to Consolidated Financial Statements (furnished herewith). | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
0
* Filed herewith.
113
** Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.
*** Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule to the SEC upon request.
‡ These Section 906 certifications are not being incorporated by reference into the Form 10-K filing or otherwise deemed to be filed with the SEC.
114
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| Mativ Holdings, Inc. | |||||||||||
| By: | |||||||||||
| Dated: | February 26, 2026 | /s/ Shruti Singhal | |||||||||
| Shruti Singhal | |||||||||||
| President and Chief Executive Officer | |||||||||||
| (principal executive officer) | |||||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Position | Date | ||||||||||||
| /s/ Shruti Singhal | President, Chief Executive Officer, and Director | February 26, 2026 | ||||||||||||
| Shruti Singhal | (principal executive officer) | |||||||||||||
| /s/ Scott Minder | Chief Financial Officer | February 26, 2026 | ||||||||||||
| Scott Minder | (principal financial officer) | |||||||||||||
| /s/ Cheryl Allegri | Corporate Controller and Chief Accounting Officer | February 26, 2026 | ||||||||||||
| Cheryl Allegri | (principal accounting officer) | |||||||||||||
| * | Director | February 26, 2026 | ||||||||||||
William Cook | ||||||||||||||
| * | Director | February 26, 2026 | ||||||||||||
John Stipancich | ||||||||||||||
| * | Director | February 26, 2026 | ||||||||||||
| Marco Levi | ||||||||||||||
| * | Director | February 26, 2026 | ||||||||||||
| Kimberly Ritrievi | ||||||||||||||
| * | Director | February 26, 2026 | ||||||||||||
| Deborah Borg | ||||||||||||||
| *By: | ||||||||||||||
/s/ Mark W. Johnson | February 26, 2026 | |||||||||||||
Mark W. Johnson | ||||||||||||||
| Attorney-In-Fact | ||||||||||||||
115
Exhibit 10.8
SUMMARY OF NON-MANAGEMENT DIRECTOR COMPENSATION
As of February 17, 2025
| Function | Amount Paid | Form of Payment | ||||||||||||
| Annual Stock Retainer | $125,000 annually | Payable annually in shares of company restricted stock at its fair market value on the annual grant date | ||||||||||||
| Annual Cash Retainer | $70,000 annually | Payable in cash in quarterly increments | ||||||||||||
| Audit Committee Members | $15,000 annually | Payable in cash in quarterly increments | ||||||||||||
| Audit Committee Chair | $30,000 annually | Payable in cash in quarterly increments | ||||||||||||
| Compensation Committee Members | $10,000 annually | Payable in cash in quarterly increments | ||||||||||||
| Compensation Committee Chair | $20,000 annually | Payable in cash in quarterly increments | ||||||||||||
| Nominating & Governance Committee Members | $10,000 annually | Payable in cash in quarterly increments | ||||||||||||
| Nominating & Governance Committee Chair | $15,000 annually | Payable in cash in quarterly increments | ||||||||||||
| Independent Chairman of the Board | $75,000 annually | Payable in cash in quarterly increments | ||||||||||||
Exhibit 21.1
SUBSIDIARIES OF MATIV HOLDINGS, INC.
The subsidiaries of the Company at December 31, 2025 were as follows: | ||||||||||||||
| Name | Jurisdiction of Incorporation or Organization | Percentage of Voting Power | ||||||||||||
| Mativ Canada, ULC | British Columbia (Canada) | 100% | ||||||||||||
| DelStar Technologies (Shanghai) Trading Corp. Ltd. | People’s Republic of China | 100% | ||||||||||||
| DelStar Technologies (Suzhou) Co. Ltd. | People’s Republic of China | 100% | ||||||||||||
| Mativ Spain, S.L. | Spain | 100% | ||||||||||||
| DelStar Technologies, Inc. | Delaware | 100% | ||||||||||||
| Trient, LLC | Delaware | 100% | ||||||||||||
| Mativ Holding S.A.S. | France | 100% | ||||||||||||
| Groupe Scapa France S.A.S. | France | 100% | ||||||||||||
| Mativ HoldCo 1 S.à.R.L. | Luxembourg | 100% | ||||||||||||
| Mativ HoldCo 2 S.à.R.L. | Luxembourg | 100% | ||||||||||||
| Mativ HoldCo 3 S.à.R.L. | Luxembourg | 100% | ||||||||||||
| Mativ Luxembourg S.à.R.L. | Luxembourg | 100% | ||||||||||||
| Mativ Holdco Luxembourg S.à.R.L. | Luxembourg | 100% | ||||||||||||
| PDM Philippines Industries, Inc. | Philippines | 100% | ||||||||||||
| Mativ Poland Sp. z o.o. | Poland | 100% | ||||||||||||
| DelStar International, Limited | United Kingdom | 100% | ||||||||||||
| Mativ Argotec, LLC | Delaware | 100% | ||||||||||||
| Argotec LLC | Delaware | 100% | ||||||||||||
| Argotec Asia Pacific Limited | Hong Kong | 100% | ||||||||||||
| Mativ Deutschland GmbH | Germany | 100% | ||||||||||||
| Conwed Plastics B.V. | Belgium | 100% | ||||||||||||
| Mativ Conwed, LLC | Delaware | 100% | ||||||||||||
| Conwed Plastics Acquisitions Co. V LLC | Delaware | 100% | ||||||||||||
| Scapa North America, Inc. | Delaware | 100% | ||||||||||||
| Scapa Tapes North America (Carlstadt), Inc. | New Jersey | 100% | ||||||||||||
| Scapa Tapes North America, LLC | Connecticut | 100% | ||||||||||||
| EuroMed, Inc. | Delaware | 100% | ||||||||||||
| BioMed Laboratories LLC | Texas | 100% | ||||||||||||
| Mativ Holdings No. 1, Inc. | Delaware | 100% | ||||||||||||
| Mativ Asia Holdings Limited | Hong Kong | 100% | ||||||||||||
| AMS Holdco 1 Ltd. | United Kingdom | 100% | ||||||||||||
| AMS Holdco 2 Ltd. | United Kingdom | 100% | ||||||||||||
| Scapa Group Ltd. | United Kingdom | 100% | ||||||||||||
| First Water Ltd. | United Kingdom | 100% | ||||||||||||
| Scapa Blackburn Ltd. | United Kingdom | 100% | ||||||||||||
| Scapa Healthcare Ltd. | United Kingdom | 100% | ||||||||||||
| Systagenix Wound Management Manufacturing Ltd. | United Kingdom | 100% | ||||||||||||
| Crawford Manufacturing Ltd. | United Kingdom | 100% | ||||||||||||
| Scapa Denver (North) Ltd. | United Kingdom | 100% | ||||||||||||
Exhibit 21.1
| HiMedica Ltd. | United Kingdom | 100% | ||||||||||||
| Porritts & Spencer Ltd. | United Kingdom | 100% | ||||||||||||
| Scapa (No. 2) Ltd. | United Kingdom | 100% | ||||||||||||
| Scapa General Partner Ltd. | United Kingdom | 100% | ||||||||||||
| Scapa UK Ltd. | United Kingdom | 100% | ||||||||||||
| Scapa Pension Trustees Ltd. | United Kingdom | 100% | ||||||||||||
| Scapa Scottish Limited Partnership | United Kingdom | 100% | ||||||||||||
| Scapa Tapes North America, ULC | British Columbia (Canada) | 100% | ||||||||||||
| Scapa Italia SpA | Italy | 100% | ||||||||||||
| Scapa Group Holdings GmbH | Austria | 100% | ||||||||||||
| Scapa Holdings GmbH | Germany | 100% | ||||||||||||
| Scapa Deutschland GmbH | Germany | 100% | ||||||||||||
| Scapa Tapes Malaysia Sdn Bhd | Malaysia | 100% | ||||||||||||
| Scapa (Shanghai) International Trading Co. Ltd. | People’s Republic of China | 100% | ||||||||||||
| Scapa Tapes India Private Limited | India | 100% | ||||||||||||
| Scapa Brasil Importacao E Comercio De Fitas Tecnicas Especializadas E Adesivos Ltda. | Brazil | 100% | ||||||||||||
| Mativ Receivables LLC | Delaware | 100% | ||||||||||||
| Neenah, Inc. | Delaware | 100% | ||||||||||||
| Neenah Paper Company of Canada, ULC | Nova Scotia (Canada) | 100% | ||||||||||||
| Neenah Paper Michigan, Inc. | Delaware | 100% | ||||||||||||
| Neenah and Menasha Water Power Company | Wisconsin | 80% | ||||||||||||
| Neenah Paper International, LLC | Delaware | 100% | ||||||||||||
| Neenah Gessner GmbH | Germany | 100% | ||||||||||||
| Neenah Germany GmbH | Germany | 100% | ||||||||||||
| Neenah Services GmbH & Co. KG | Germany | 100% | ||||||||||||
| Leiss GmbH & Co. KG | Germany | 55% | ||||||||||||
| Neenah Gessner Unterstützungskasse GmbH | Germany | 100% | ||||||||||||
| Neenah Gessner Grundstücksverwaltungs GmbH | Germany | 100% | ||||||||||||
| Neenah Paper FVC, LLC | Delaware | 100% | ||||||||||||
| Neenah Paper FR, LLC | Delaware | 100% | ||||||||||||
| Neenah Technical Materials, Inc. | Massachusetts | 100% | ||||||||||||
| Neenah Filtration Appleton, LLC | Delaware | 100% | ||||||||||||
| Neenah Northeast, LLC | Delaware | 100% | ||||||||||||
| Neenah International UK Limited | United Kingdom | 100% | ||||||||||||
| Neenah Red Bridge International Limited | United Kingdom | 100% | ||||||||||||
| Neenah Hong Kong Limited | Hong Kong | 100% | ||||||||||||
| Neenah Spain Holdings, SLU | Spain | 100% | ||||||||||||
| Global Release Liners, SLU | Spain | 100% | ||||||||||||
| Industrias de Transformación de Andoain, SAU | Spain | 100% | ||||||||||||
| Itasa Americas, SA de CV | Mexico | 100% | ||||||||||||
| Itasa Asia SDN BHD | Malaysia | 100% | ||||||||||||
| Appleton Dam, LLC | Wisconsin | 100% | ||||||||||||
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statements No. 333-105986, No. 333-179933, No. 333-204120, No. 333-266025, No. 333-278936, and No. 333-287100 on Form S-8 relating to the financial statements of Mativ Holdings, Inc. and subsidiaries (“the Company”) and the effectiveness of the Company's internal control over financial reporting appearing in this Annual Report on Form 10-K of the Company for the year ended December 31, 2025.
/s/ Deloitte & Touche, LLP
Atlanta, Georgia
February 26, 2026
February 26, 2026
Exhibit 24.1
POWER OF ATTORNEY
The undersigned, William Cook, hereby constitutes and appoints Mark Johnson and Scott Minder, or either of them, his true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of Mativ Holdings, Inc. for the fiscal year ended December 31, 2025, and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| Dated this 26th day of February 2026 | /s/ William Cook | |||||||
| William Cook | ||||||||
Exhibit 24.1
POWER OF ATTORNEY
The undersigned, John Stipancich, hereby constitutes and appoints Mark Johnson and Scott Minder, or either of them, his true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of Mativ Holdings, Inc. for the fiscal year ended December 31, 2025, and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| Dated this 26th day of February 2026 | /s/ John Stipancich | |||||||
| John Stipancich | ||||||||
Exhibit 24.1
POWER OF ATTORNEY
The undersigned, Marco Levi, hereby constitutes and appoints Mark Johnson and Scott Minder, or either of them, his true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of Mativ Holdings, Inc. for the fiscal year ended December 31, 2025, and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| Dated this 26th day of February 2026 | /s/ Marco Levi | |||||||
| Marco Levi | ||||||||
Exhibit 24.1
POWER OF ATTORNEY
The undersigned, Shruti Singhal, hereby constitutes and appoints Mark Johnson and Scott Minder, or either of them, his true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of Mativ Holdings, Inc. for the fiscal year ended December 31, 2025, and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| Dated this 26th day of February 2026 | /s/ Shruti Singhal | |||||||
| Shruti Singhal | ||||||||
Exhibit 24.1
POWER OF ATTORNEY
The undersigned, Dr. Kimberly Ritrievi, hereby constitutes and appoints Mark Johnson and Scott Minder, or either of them, her true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of Mativ Holdings, Inc. for the fiscal year ended December 31, 2025, and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| Dated this 26th day of February 2026 | /s/ Kimberly Ritrievi | |||||||
| Kimberly Ritrievi | ||||||||
Exhibit 24.1
POWER OF ATTORNEY
The undersigned, Julie Schertell, hereby constitutes and appoints Mark Johnson and Scott Minder, or either of them, her true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of Mativ Holdings, Inc. for the fiscal year ended December 31, 2025, and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| Dated this 26th day of February 2026 | /s/ Deborah Borg | |||||||
| Deborah Borg | ||||||||
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Shruti Singhal, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Mativ Holdings, Inc. (the “Registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
Date: February 26, 2026
| /s/ Shruti Singhal | |||||
| Shruti Singhal President and Chief Executive Officer | |||||
A signed original of this written statement required by Section 302 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Scott Minder, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Mativ Holdings, Inc. (the “Registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
Date: February 26, 2026
| /s/ Scott Minder | |||||
| Scott Minder Chief Financial Officer | |||||
A signed original of this written statement required by Section 302 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32
CERTIFICATION OF PERIODIC FINANCIAL REPORTS
UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, in their respective capacities as chief executive officer and chief financial officer of Mativ Holdings, Inc. (the “Company”), hereby certify to the best of their knowledge following reasonable inquiry that the Quarterly Report of the Company on Form 10-Q for the period ended December 31, 2025, which accompanies this certification, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such periodic report fairly presents, in all material respects, the financial condition of the Company at the end of such period and the results of operations of the Company for such period. The foregoing certification is made pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) and no purchaser or seller of securities or any other person shall be entitled to rely upon the foregoing certification for any purpose. The undersigned expressly disclaim any obligation to update the foregoing certification except as required by law.
| By: | /s/ Shruti Singhal | By: | /s/ Scott Minder | |||||||||||
| Shruti Singhal President and Chief Executive Officer | Scott Minder Chief Financial Officer | |||||||||||||
| February 26, 2026 | February 26, 2026 | |||||||||||||
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 1350 of Title 18 of the United States Code and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).