8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

December 11, 2025

Date of Report (Date of earliest event reported)

1-13948

(Commission file number)

MATIV HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	62-1612879
(State or other jurisdiction<br>of incorporation)	(I.R.S. Employer<br>Identification No.)
100 Kimball Place, Suite 600
Alpharetta, Georgia	30009
(Address of principal executive offices)	(Zip Code)

1-770-569-4229

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act. (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act. (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange<br>on which registered
Common Stock, $0.10 par value	MATV	New York Stock Exchange

☐ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ 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.

Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Financial Officer

On Tuesday, December 16, 2025, Mativ Holdings, Inc. (the “Company”) announced the appointment of Scott Minder as its Chief Financial Officer, effective as of January 1, 2026 (the “Effective Date”). Mr. Minder will succeed Gregory Weitzel in his role as Chief Financial Officer as of the Effective Date.

Mr. Minder most recently served as SVP, Chief Financial Officer and Treasurer for Hyster-Yale, Inc. (NYSE:HY), a global manufacturer of industrial equipment. Mr. Minder previously held financial leadership roles at ATI (NYSE: ATI), PPG Industries (NYSE: PPG), Penske Logistics, and General Motors. Mr. Minder received a Bachelor of Science in Management from Kettering University and a Master of Business Administration from the Fuqua School of Business at Duke University.

In connection with his appointment as Chief Financial Officer, the Company entered into an offer letter with Mr. Minder pursuant to which Mr. Minder will receive an annual base salary of $550,000, a short-term performance-based incentive bonus targeted at 70% of his annual base salary, and a long-term incentive award with a target grant date value 175% of his annual base salary and delivered in the same equity mix as the Company’s 2025 annual grants of long-term incentive awards to the Company’s other executive officers. In addition, Mr. Minder will receive a cash sign-on award in the amount of $200,000, relocation assistance under the Company’s Executive Relocation Policy in an amount not to exceed $125,000, and a monthly living stipend of $5,000 for an 18-month period. The offer letter also contains customary employment terms and conditions.

The foregoing description of Mr. Minder’s offer letter in this Item 5.02 is qualified in its entirety by reference to the full text of the offer letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

There are no arrangements or understandings between Mr. Minder and any other person pursuant to which Mr. Minder was appointed as Chief Financial Officer, there are no family relationships between Mr. Minder and any director or other executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Departure of Former Chief Financial Officer

In connection with the Company’s appointment of Mr. Minder, the Company announced that Gregory Weitzel, the Company’s Chief Financial Officer, would depart from the Company, effective as of December 31, 2025 (the “Separation Date”). For purposes of the Mativ Holdings, Inc. Executive Severance Plan (the “Executive Severance Plan”), Mr. Weitzel’s departure will be treated as an involuntary termination without “cause”, and he will be entitled to receive the severance benefits described under the caption “Termination Not in Connection with a Change of Control” in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 21, 2025.

Item 7.01.	Regulation FD Disclosure.

On December 16, 2025, the Company issued a press release announcing the appointment of Mr. Minder as Chief Financial Officer and the departure of Mr. Weitzel. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to Item 7.01 of this Current Report on 8-K and in Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, is not subject to the liabilities of that section and is not deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01.	Financial Statements and Exhibits.
10.1+	Offer Letter, dated December 11, 2025, by and between the Company and Scott Minder
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99.1	Press Release, dated December 16, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
+	Indicates management compensatory plan or arrangement.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Mativ Holdings, Inc.
(Registrant)
By:	/s/ Mark W. Johnson
Name:	Mark W. Johnson
Title:	Chief Legal and Human Resources Officer and Corporate Secretary
Date:	December 16, 2025

EX-10.1

Exhibit 10.1

December 11, 2025

Scott Minder

Delivered by Hand or Electronic Delivery

Dear Scott,

This is an exciting time to be a part of Mativ. You will play a critical role in our efforts to achieve our ambition, and I am very pleased to offer you the position of Chief Financial Officer, with a commencement date on or about January 1, 2026. In this role, you will report directly to Shruti Singhal, President & Chief Executive Officer, and will be based in our headquarters in Alpharetta, Georgia.

Additional details of the offer are as follows:

•	Your annualized base salary will be $550,000, less applicable taxes and withholdings, and paid on a biweekly<br>basis every other Friday.
•	You will be eligible for a targeted annual Short-Term Incentive (STIP) equal to 70% of your base salary. Payout<br>targets and STIP criteria are reviewed each year and may change from time-to-time.
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•	You will be eligible to participate in Mativ’s Long-Term Incentive Plan (LTIP), with an annual target of<br>175% of your base pay. Annual awards are based on the stock price approved by the Compensation Committee on the date of grant. The grant award consists of a mix of performance share units and restricted stock units. Your first award will be received<br>in 2026, consistent with the Company’s regular executive compensation award cycle. LTIP award compensation is awarded annually in the first quarter and may change from year to year.
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•	In addition to your base compensation, you will receive a monthly stipend of $5,000.00. This stipend is intended<br>to offset costs and expenses related to travel to our offices and living expenses until you permanently move to the Alpharetta region, for a period not to exceed 18 months. This stipend will be paid on and through our normal payroll cycles and<br>subject to regular tax and withholdings.
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•	To help facilitate a smooth transition, you will be eligible to receive relocation benefits through the Mativ<br>relocation program in a total amount not to exceed $125,000 in up to two separate relocations. Relocation expenses are subject to be repaid in full should you voluntarily terminate your employment within two years of your start date.<br>
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•	In consideration for starting this role with Mativ, you will receive a<br>sign-on bonus of $200,000.00, less applicable and necessary taxes and deductions and paid within thirty (30) days of your commencement date. Should you voluntarily terminate your employment, a twenty-four<br>(24) month full claw-back (no pro-ration) will be applied, using the actual day of reward receipt as the commencement of the claw-back period. By accepting this offer you are also acknowledging that, by<br>your signature below, you authorize the Company to withhold this money from your final paycheck, if necessary.
•	You will be also eligible for Mativ’s Flexible Perquisites Program. The Flexible Perquisites Program<br>provides you with a cash allowance that can be used for income tax preparation services, estate planning services, financial planning services or other executive perquisites. You will be eligible for an annual cash allowance in the amount of<br>$15,000, paid monthly.
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•	You will be eligible to participate in the Executive Severance Plan, which provides income replacement benefits<br>for certain qualified termination events, subject to the terms and conditions set forth in the plan. Details of the plan will be made available to you under separate cover.
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•	You are eligible for four (4) weeks of annualized vacation. Your vacation will be pro-rated based on a<br>monthly accrual, and you will accrue your vacation allowance on a month-by-month basis for as long as you remain an active employee.
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•	On your first day of employment, you are eligible for Mativ’s attractive benefits package, which includes<br>medical, group life, dental and accident insurance options, 401(k), in addition to certain other benefits. You will be provided access to booklets and other information explaining the terms and conditions of these benefit plans.<br>
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This offer of employment is also contingent upon you executing various Company documents and agreeing to abide by the Company’s Code of Conduct and Ethics. Scott, we are confident your skills and experience will be a tremendous benefit to Mativ. This is a significant opportunity, and we are certain you can and will make a difference. Congratulations again on this opportunity. Here’s to our future success!

Sincerely,

/s/ Mark W. Johnson

Mark Johnson

Chief Legal Officer

This Agreement may not be altered, modified, changed or discharged except in writing, signed by you and agreed to by the Company.

Accepted and Agreed:

/s/ Scott Minder
Scott Minder

Date 12/11/2025

EX-99.1

EXHIBIT 99.1

Mativ Appoints Scott Minder as New Chief Financial Officer

Minder Brings 30+ Years of Financial Leadership and Proven Track-Record of Reducing Leverage,

Generating Cash Flow, and Driving Profitability in Public and Private Companies

ALPHARETTA, Ga.– December 16, 2025 – Mativ Holdings, Inc. (“Mativ” or the “Company”) (NYSE: MATV) today announced the appointment of Scott Minder as Chief Financial Officer, effective January 1, 2026. Mr. Minder will succeed Greg Weitzel, who will remain with the Company through December 31, 2025.

Minder is an accomplished financial executive with more than 30 years of experience leading finance, treasury and investor relations functions for global companies across the industrial, manufacturing and automotive sectors. Most recently, Minder served as SVP, Chief Financial Officer and Treasurer for Hyster-Yale, Inc. (NYSE: HY), a global manufacturer of industrial equipment. In that role, Minder led a successful financial turnaround, strengthened the balance sheet through significant deleveraging, executed multiple credit rating upgrades, and led a transformation of the finance function. Minder previously held financial leadership roles at ATI (NYSE: ATI), PPG Industries (NYSE: PPG), Penske Logistics, and General Motors (NYSE: GM).

“Scott is a seasoned public company CFO with a demonstrated record of strengthening financial performance, enhancing profitability and achieving strategic objectives,” said Shruti Singhal, President and CEO of Mativ. “We are thrilled to welcome Scott to Mativ and look forward to leveraging his expertise as we continue to strengthen our balance sheet, drive enhanced commercial execution and accelerate profitable growth. Scott’s financial acumen and turnaround experience will make him an invaluable addition to our executive leadership team, and I am confident that under Scott’s financial leadership, Mativ will continue to successfully execute our strategic priorities and deliver long-term value for our shareholders. I’d also like to thank Greg for his many years of service to our organization and his financial leadership since the merger. On behalf of the Board and the entire Mativ team, we are grateful for his significant contributions to our success, and we wish him all the best in what lies ahead.”

“I am excited to join Mativ’s dynamic leadership team at this pivotal time,” said Minder. “The Company’s turnaround efforts, accelerating over the last few quarters, are impressive. I am eager to build on the team’s success, provide financial leadership and help to increase momentum into Mativ’s next growth phase as the Company continues to strengthen its balance sheet and deliver long-term shareholder value.”

About Mativ

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. Headquartered in Alpharetta, Georgia, we manufacture on three continents and generate sales in over 80 countries through our family of business-to-business and consumer product brands. The company’s two operating segments, Filtration & Advanced Materials and Sustainable & Adhesive Solutions, target premium applications across diversified and growing categories. 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. Our leading positions are a testament to our best-in-class global manufacturing, supply chain and materials science capabilities. We drive innovation and enhance performance, finding potential in the impossible.

Forward-Looking Statements

This press release 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 Company’s strategic priorities, commercial execution, and delivery of profitable growth. These forward-looking statements are prospective in nature and not based on historical facts, but rather on current expectations, and caution is given to investors that any forward-looking statements are not guarantees or indicative of future performance. These forward-looking statements rely on a number of assumptions concerning future events and are subject to risks, uncertainties and other factors, many of which are outside the Company’s control and could cause actual results to materially differ from such statements. For a more detailed discussion of these factors, also see the information under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent annual report on Form 10-K for the year ended December 31, 2024 and any material updates to these factors contained in any of the Company’s future filings with the U.S. Securities and Exchange Commission. Unless specifically required by law, the Company assumes no obligation to update or revise these forward-looking statements to reflect new events or circumstances.

Contact

Chris Kuepper, IRC

Director, Investor Relations

+1-770-569-4229