MATV 10-K & 10-Q changes, risk factors and insider trading
Mativ Holdings, Inc. · NYSE · Paper Mills · CIK 1000623 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “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.”
New heading “The introduction of artificial intelligence (“AI”) may present risks to our business.”
Removed heading “Mativ will likely continue to incur substantial costs related to the Merger integration.”
Removed heading “Combining SWM and Neenah may be more difficult, costly or time consuming than expected, and Mativ may fail to realize some or all of the anticipated benefits of the Merger.”
Removed heading “Mativ’s future results may suffer if it does not effectively manage its expanded operations following the Merger.”
Largest changes
“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.”see in full comparison
“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. …”see in full comparison
“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. …”see in full comparison
“The introduction of artificial intelligence (“AI”) may present risks to our business.”see in full comparison
“Combining SWM and Neenah may be more difficult, costly or time consuming than expected, and Mativ may fail to realize some or all of the anticipated benefits of the Merger.”see in full comparison
“Mativ’s future results may suffer if it does not effectively manage its expanded operations following the Merger.”see in full comparison
Full comparison: every changed paragraph (14)
We conduct business in over 90100 countries and operate 3534 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, recenttrade events,actions includingtaken by the newU.S. Presidentialgovernment administration,throughout 2025 have resulted in substantial regulatory uncertainty regarding international trade and trade policy. ForThe example,U.S. Presidentgovernment Trumphas and members ofproposed the U.S.implementation Congressof, haveor calleddid forimplement, substantiala number of changes to taxtrade polices,policy, increases toincluding tariffs on foreign imports intoto the United States,States thefrom impositiona large number of newcountries, including baseline tariffs and borderadditional taxes.individuals reciprocal tariffs on certain countries with whom the United States has trade deficits. The TrumpU.S. administrationgovernment 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 possible implementation of tariffs or border taxes couldhas increaseincreased our cost of goods sold, which could in turn require us to increaseimpacted our pricespricing and, in the event consumer demand declines as a result, negatively impactand 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.
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 assessments reflect estimated fair values that are less than the carrying values. Further impairments of our goodwill could adversely affect our results of operations.
Mativ will likely continue to incur substantial costs related to the Merger integration.
Mativ will likely continue to incur substantial integration costs in connection with the Merger. There are a large number of processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the Merger and the integration of the two companies’ businesses, including purchasing, accounting and finance, sales, payroll, pricing and benefits.
While Mativ has assumed that certain expenses would be incurred in connection with the Merger and the integration of the businesses, there are many factors beyond Mativ’s control that could affect the total amount or the timing of the integration expenses. Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate accurately. Although Mativ expects that the elimination of duplicative costs and the realization of other economies of scale-related efficiencies related to the integration of the businesses may offset incremental Merger-related and integration costs over time, any net benefit may not be achieved in the near term or at all. These integration costs may result in Mativ taking significant charges against earnings, and the amount and timing of such charges are uncertain at present.
Combining SWM and Neenah may be more difficult, costly or time consuming than expected, and Mativ may fail to realize some or all of the anticipated benefits of the Merger.
The success of the Merger will depend, in part, on the ability to realize the anticipated cost savings, operational synergies and other perceived benefits from combining the businesses of SWM and Neenah. To realize the cost savings, operational synergies and other perceived benefits from the Merger, Mativ must successfully integrate and combine the two businesses in a manner that permits those benefits to be realized. If Mativ is not able to achieve these objectives, the anticipated benefits of the Merger may not be realized fully or at all, or may take longer to realize than expected. For example, the actual cost savings, operational synergies and other perceived benefits of the Merger could be less than anticipated or take longer to realize than anticipated for a variety of reasons, including those set forth in these Risk Factors.
It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the companies’ ability to maintain relationships with employees, customers, suppliers or other business associates and constituencies or to achieve the anticipated benefits and cost savings of the Merger. Integration efforts between the two companies may also divert management attention and resources. These integration matters could have an adverse effect on Mativ during this transition period and for an undetermined period after completion of the Merger on the combined Company.
Mativ’s future results may suffer if it does not effectively manage its expanded operations following the Merger.
Following the completion of the Merger, the size of our business increased significantly. Mativ’s future success will depend, in part, upon its ability to manage this expanded business, which will pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. There can be no assurances that Mativ will be successful or that it will realize the expected operating efficiencies, cost savings, revenue enhancements or other benefits currently anticipated from the Merger.
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.
The loss of any of our key employees, including our CEO and herhis 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.
Management's Discussion & Analysis (MD&A)
New heading “Recent Developments”
Removed heading “Organizational Realignment Plan”
Removed heading “Discontinued Operations”
Removed heading “Working Capital”
Removed heading “Cash Provided by Operations”
Removed heading “Cash Provided by (Used in) Investing”
Removed heading “Cash Provided by (Used in) Financing Activities”
Removed heading “Share Repurchases”
Removed heading “Indenture for 6.875% Senior Unsecured Notes Due 2026”
Largest changes
“Under the terms of the amended Credit Agreement, the Company is required to maintain certain financial ratios and comply with certain financial covenants, including maintaining a net debt to EBITDA ratio, as defined in the amended Credit Agreement, calculated on a trailing four fiscal quarter basis, not greater than 5.50x and an interest coverage ratio, also as defined in the amended Credit Agreement, of not less than 2.50x. …”see in full comparison
“In January 2024, we announced 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. These charges were $16.4 million for the year ended December 31, 2024, of which $3.1 million, $10.0 million and $3.3 million incurred within FAM, SAS and Unallocated, respectively. For additional information on the Plan, refer to Note 12. …”see in full comparison
“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.”see in full comparison
“Restructuring and other impairment expenses in the SAS segment, excluding costs associated with the Plan, included $16.2 million of impairment charges for the year ended December 31, 2024, to fully impair the net assets at our Eerbeek, Netherlands facility, which was sold in the fourth quarter of 2024. The impairment assessment was performed after revising our long-term view on cash flows associated with the facility. The remaining restructuring and other impairment expenses were related to a facility closure announced in a prior year.”see in full comparison
In the FAM segment, operatingsee in full comparisonprofitloss in the year ended December 31,20242025 was$70.0$359.8 million compared to operating profit of$99.3$70.0 million in the year ended December 31,2023,2024, a decrease of$29.3$429.8 milliondrivenprimarilybyduelowertovolumesthe $411.9 million goodwill impairment inadvanced2025,filmssee 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 andnetting,distribution costs, and unfavorable relative net selling priceversusand input cost performance, partially offset by highervolumes in filtration,volume/mix, and lower selling and general expenses.
In the SAS segment, operating profit in the year ended December 31,see in full comparison20242025 was$45.4$85.6 million, an increase of$421.7$40.2 million, compared to operatinglossprofit of$376.3$45.4 million in the year ended December 31,2023.2024. The increasewasis primarilydrivendue to favorable relative net selling price and input cost performance, lower manufacturing costs, and lower selling and general expenses, partially offset bythelower2023volume/mix,$401.0andmillionhighergoodwilldistributionimpairment. For more information on the goodwill impairment, refer to Note 10. Goodwill of the Notes to Consolidated Financial Statements.costs.
Full comparison: every changed paragraph (74)
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.
Organizational Realignment Plan
As part of the organizational realignment initiative effective during the first quarter of 2024, we reorganized into two new reportable segments: Filtration & Advanced Materials ("FAM") and Sustainable & Adhesive Solutions ("SAS"). Refer to Note 1. General of the Notes to the Consolidated Financial Statements for more information on our new segment structure.
All information presented within this MD&A is based on the new segment structure for comparative purposes.
EP Divestiture
On November 30, 2023, the Company completed the sale of the EP business to Evergreen Hill Enterprise. With the sale of the EP business, Mativ ceased participating in tobacco-based products 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 recasted to reflect these changes. The consolidated financial statements and the notes thereto, unless otherwise indicated, are on a continuing operations basis. Refer to Note 9. Discontinued Operations of the Notes to Consolidated Financial Statements for more information on the discontinued operation and transaction.
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 yearyears ended December 31, 2025 and 2023, we performed an interim quantitative goodwill impairment test,tests, which resulted in a non-cash impairment chargecharges of $401.0$411.9 million relatedand to$401.0 certainmillion, reporting units which are now included in the SAS reportable segment.respectively. Refer to Note 10.9. Goodwill, of the Notes to Consolidated Financial Statements for additional information. The annual impairment testtests performed on October 1, 2024,2025, 20232024 and 20222023 resulted in no impairment.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 2025.2026.
In 2024,2025, we reported a net loss of $48.7$337.4 million on total net sales of $1,981.1$1,987.0 million. Compared to the prior year, net sales decreasedincreased $44.9$5.9 million, or 2.2%.0.3%. Sales reflected lowerhigher volumesvolume/mix, includingfavorable volumescurrency translation, and higher selling prices, partially offset by sales associated with closedexited and divested facilities (-1.3%) and lower selling prices (-1.1%).facilities. FAM segment net sales decreasedincreased $43.5 million, or 5.4%, compared to prior year primarily driven by lower volume (-3.7%) and lower selling prices (-1.9%). SAS segment net sales decreased $1.4$1.0 million, or 0.1%, compared to prior year primarily driven by lowerfavorable sellingcurrency prices (-0.6%),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, (2.3%)higher netselling of closedprices, and divestedfavorable facilitiescurrency (-2.0%).translation, partially offset by sales associated with exited facilities.
The decreaseincrease in net loss in 20242025 compared to 20232024 was primarily due to the $401.0$411.9 million goodwill impairment recorded in the prior period.expense. For more information on the goodwill impairment, refer to Note 10.9. Goodwill of the Notes to Consolidated Financial Statements. The Company incurred restructuring and other impairment charges of $38.1$19.9 million and $22.6$38.1 million, in 20242025 and 2023,2024, respectively, primarily related to exiting certain product categories and site closures.
(1) Results during the year ended December 31, 2022 include Neenah from the July 6, 2022 acquisition date to December 31, 2022.
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):
Net sales of $1,981.1 million during the year ended December 31, 2024 decreased $44.9 million, or 2.2% compared to the prior year-end. FAM segment net sales of $766.5 million during the year ended December 31, 2024 decreased $43.5 million, or 5.4% compared to prior year-end. Sales reflected lower volume (-3.7%) and lower selling prices (-1.9%).
SASFAM segment net sales of $1,214.6$767.5 million during the year ended December 31, 20242025 decreasedincreased $1.4$1.0 million, or 0.1% compared to the prior year-end. Sales reflected lowerfavorable sellingcurrency prices (-0.6%), partiallytranslation, offset by higherlower volumeselling (2.3%) net of closed and divested facilities (-2.0%).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 of $364.1$362.9 million during the year ended December 31, 20242025 increaseddecreased $8.3$1.2 million, or 2.3%,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, partially offset by lower volume/mix.performance. FAM gross profit decreased $22.5$10.9 million, or 11.4%6.3% and SAS gross profit increased $30.8$9.7 million, or 19.4%.5.1%.
Nonmanufacturing expenses of $319.7$315.5 million during the year ended December 31, 20242025 decreased $26.4$4.2 million, or 7.6%,1.3%, compared to the prior year period primarily drivendue byto lower integration relatedselling and divestituregeneral costs,expense andas savingsa fromresult of actions taken under an organizational realignment initiative ("the Plan.Plan").
The Company incurred total restructuring and other impairment expense of $38.1 million in the year ended December 31, 2024, compared to $22.6 million in the year ended December 31, 2023, an increase of $15.5 million.
In January 2024, we announced 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. These charges were $16.4 million for the year ended December 31, 2024, of which $3.1 million, $10.0 million and $3.3 million incurred within FAM, SAS and Unallocated, respectively. For additional information on the Plan, refer to Note 12. Restructuring and Other Impairment Activities of the Notes to the Consolidated Financial Statements.
Restructuring and other impairment expenses in the FAM segment,segment excludingprimarily costsincluded associatedimpairment charges of $11.8 million, along with theseverance Plan,of were$3.4 primarilymillion 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.
Restructuring and other impairment expenses in the SAS segment, excluding costs associated with the Plan, included $16.2 million of impairment charges for the year ended December 31, 2024, to fully impair the net assets at our Eerbeek, Netherlands facility, which was sold in the fourth quarter of 2024. The impairment assessment was performed after revising our long-term view on cash flows associated with the facility. The remaining restructuring and other impairment expenses were related to a facility closure announced in a prior year.
Operating profit was $6.3 million in the year ended December 31, 2024, compared to a loss of $413.9 million in the year ended December 31, 2023, an increase of $420.2 million.
In the FAM segment, operating profitloss in the year ended December 31, 20242025 was $70.0$359.8 million compared to operating profit of $99.3$70.0 million in the year ended December 31, 2023,2024, a decrease of $29.3$429.8 million drivenprimarily bydue lowerto volumesthe $411.9 million goodwill impairment in advanced2025, filmssee 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 netting,distribution costs, and unfavorable relative net selling price versusand input cost performance, partially offset by higher volumes in filtration,volume/mix, and lower selling and general expenses.
In the SAS segment, operating profit in the year ended December 31, 20242025 was $45.4$85.6 million, an increase of $421.7$40.2 million, compared to operating lossprofit of $376.3$45.4 million in the year ended December 31, 2023.2024. The increase wasis primarily drivendue to favorable relative net selling price and input cost performance, lower manufacturing costs, and lower selling and general expenses, partially offset by thelower 2023volume/mix, $401.0and millionhigher goodwilldistribution impairment. For more information on the goodwill impairment, refer to Note 10. Goodwill of the Notes to Consolidated Financial Statements.costs.
Unallocated expenses in the year ended December 31, 20242025 were $109.1$110.2 million, aan decreaseincrease of $27.8$1.1 million, or 20.3%,1.0%, compared to the prior year period. The decreaseincrease is primarily drivendue to one-time separation costs of $7.6 million related to our previously disclosed CEO and CFO transitions, partially offset by lowera integrationdecrease relatedin selling and divestituregeneral costs,expenses andas savingsa fromresult of actions taken under the Plan.
Interest expense was $74.7$71.1 million in the year ended December 31, 2024,2025, ana increasedecrease of $12.5$3.6 million, or 20.1%,4.8%, compared to the year ended December 31, 2023.2024. Interest expense increaseddecreased mainly due to higherlower average balances and higher average rates on the floating portion of our outstanding debt in 2024, as well as the impact from hedges and the allocation of a portion of our interest expense to Discontinued Operations in 2023.2025.
Other Income (Expense),Expense, Net
Other income (expense), net was expense of $3.2$7.5 million in the year ended December 31, 20242025 compared to expense of $4.8$3.2 million for the year ended December 31, 2023,2024, aan decreaseincrease in expense of $1.6$4.3 million. The decreasecurrent inperiod expenseincludes wasnon-cash drivensettlement bycharges fewerassociated legalwith our U.S. Pension Plan and taxhigher settlementsforeign incurrency the current period.losses.
The $30.2$125.6 million benefit and $26.8$30.2 million expensebenefit for income taxes in the years-ended December 31, 20242025 and 2023,2024, respectively, resulted in an effective tax rate of 38.3%27.1% compared with (5.6)%38.3% in the prior year. The net change was primarily due to the impact from a non-deductible$49.3 million decrease to our valuation allowance, and goodwill impairment not deductible for tax purposes in the priorcurrent period, and a change in a valuation allowance.period.
Discontinued Operations
The Company had no operations classified as discontinued operations in the year ended December 31, 2024 and had net income from discontinued operations of $198.2 million, or $3.64 per diluted share, during the prior year period. The Company recorded a gain on sale of the EP business of $176.3 million ($170.0 million, net of income taxes) in discontinued operations in the year ended December 31, 2023. The gain and cash proceeds are subject to customary working capital adjustments during a specified period following the sale close date.
Liquidity & DebtCash OverviewFlow
As of December 31, 2024, the Company had $1,089.3 million of total debt, a decrease of $15.3 million year over year, $94.3 million of cash, and undrawn capacity on its $600.0 million revolving line of credit facility (the "Revolving Facility") of $356.4 million. Per the terms of the Company's amended Credit Agreement, net leverage was 4.4 at December 31, 2024, 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.
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.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.
As of December 31, 2024,2025, $78.2$74.9 million of our $94.3$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 $14.9$11.5 million for the year ended December 31, 2024.2025. 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):
Working Capital
As of December 31, 2024, we had net operating working capital of $386.2 million including cash and cash equivalents of $94.3 million, compared with net operating working capital of $433.9 million including cash and cash equivalents of $120.2 million as of December 31, 2023. The decrease is attributable primarily to a decrease in cash.
Cash Provided by Operations
Net cash provided by operations wasincreased $94.8$39.0 million into $133.8 million during the year ended December 31, 2024,2025, compared with $76.6$94.8 million in the prior year. The increase was relatedattributable to lower netcash losspayments adjustedrelated forto non-cashrestructuring itemsactivities 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. In 2023, net changes in operating working capital decreased cash flow by $19.8 million primarily related to decreases in accounts payable and other current liabilities.
Cash Provided by (Used in) Investing
Cash used in investing activities indecreased $19.7 million during the year ended December 31, 2024 was $44.7 million2025 compared to $61.4 million in the prior year. Cash used in investing activities for the currentyear and prior years were mainlywas 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.
Cash Provided by (Used in) Financing Activities
Cash used in financing activities in the year ended December 31, 2024 was $55.9 million compared to used in financing activities of $662.0 million in the prior year. During the year ended December 31, 2024, financing activities primarily consisted of payments on our long-term debt of $554.7 million, $531.0 million of borrowings under the revolving credit facility and $21.6 million of dividends paid to the Company's stockholders.
During the year ended December 31, 2023, financing activities primarily consisted of payments on our long-term debt of $834.6 million, $241.0 million of borrowings under the revolving credit facility and $55.3 million of dividends paid to the Company's stockholders.
We have declared and paid cash dividends on our common stock every fiscal quarter since the second quarter of 1996. On February 19,18, 2025,2026, we announced a cash dividend of $0.10 per share payable on March 28,27, 2025,2026, to stockholders of record as of the close of business on March 14,13, 2025.2026. The covenantsCompany containedis insubject ourto Indenturecovenants, anddiscussed amendedbelow, Credit Agreement, each, as defined below in "Debt Instruments and Related Covenants,"which require that we maintain certain financial ratios, as disclosed in Note 13. Debt of the Notes to Consolidated Financial Statements,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.
Share Repurchases
In 2023, we repurchased 659,146 shares of our common stock at a cost of $10.7 million of which $8.0 million were repurchased as part of the share buyback program authorized by the Board of Directors in August 2023. Shares that are not part of the buyback program are repurchased or retired for the value of employees' stock-based compensation share awards surrendered to satisfy their personal statutory income tax withholding obligations. In 2024, this activity was immaterial.
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.
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, including the absence of a default or event of default under the Credit Agreement, 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 set forth in the Credit Agreement and the aggregate of such increases does not exceed $400.0 million. Refer to Note 13.12. 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. The Credit Agreement was further amended effective February 22, 2022 to adjust the step-down schedule for the maximum net debt to EBITDA ratio. Refer to Note 14.12. 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, 2024.2025.
In connection with the Merger, we further amended our Credit Agreement onOn May 6, 2022 inthe orderCompany 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, subject to consummation of the Merger,Facility to $600.0 million. Additionally, we added a $650.0 million delayed draw term loan facility (the "Delayed Draw Term Loan Facility") to be funded concurrent with the closing of the Merger..
Effective July 1, 2023, pursuant to the amended Credit Agreement on June 5, 2023, borrowings under the Term Loan B Facility in U.S. dollar 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%.
In December 2023, $641.2 million of cash from proceeds from the sale of the Company's Engineered Papers business was used to repay a portion of our Revolving Credit Facility, Term Loan A Facility, Term Loan B Facility, and Delayed Draw Term Loan Facility.
What changed in the latest 10-Q
Risk Factors
There have been no material changes to the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2025. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, "Item 1A, "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Net Sales and Gross Profit”
New heading “Nonmanufacturing Expenses”
New heading “Restructuring and Other Impairment Expense”
New heading “Interest Expense”
New heading “Other Income (Expense), Net”
New heading “Net Income (Loss) and Net Income (Loss) per Share”
New heading “RESULTS OF OPERATIONS”
New heading “Comparison of the Six Months Ended June 30, 2026 and 2025”
Largest changes
“Restructuring and Other Impairment Expense”see in full comparison
“The following table presents restructuring and other impairment expense for the three months ended June 30, 2026 and 2025 (in millions):”see in full comparison
“Restructuring and other impairment expenses decreased primarily due to severance charges incurred in the prior period.”see in full comparison
“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. On February 20, 2026, the U.S. Supreme Court issued a ruling invalidating tariffs imposed under the International Emergency Economic Powers Act ("IEEPA"), and on April 20, 2026, the U.S. Customs and Border Protection ("U.S. CBP") launched a refund platform. The net impact of IEEPA tariff refund claims submitted and accepted by U.S. CBP as of June 30, 2026 was not significant. …”see in full comparison
Full comparison: every changed paragraph (56)
The following is a discussion of our financial condition and results of operations. This discussion should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this report and the audited consolidated financial statements and related notes and the selected financial data included in our Annual Report on Form 10-K for the year ended December 31, 2025. 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 we consider reasonable. For information about risks and exposures relating to us and our business, you should read the section entitled "Risk Factors" in Part 1,I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, the section entitled "Forward-Looking Statements" at the end of this Item 2 and the section entitled “Risk Factors” at Part II, Item 1A hereof. Unless the context indicates otherwise, references to "Mativ," "we," "us," "our," the "Company" 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. This MD&A discusses the financial condition and results of operations of the Company as of and for the three and six months ended MarchJune 31,30, 2026.
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. On February 20, 2026, the U.S. Supreme Court issued a ruling invalidating tariffs imposed under the International Emergency Economic Powers Act ("IEEPA"), and on April 20, 2026, the U.S. Customs and Border Protection ("U.S. CBP") launched a refund platform. The net impact of IEEPA tariff refund claims submitted and accepted by U.S. CBP as of June 30, 2026 was not significant. The Company continues to monitor developments with respect to tariffs and trade policy, including refund initiatives and other opportunities to mitigate the related impacts, costs and other effects of tariffs.
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 tariffs 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.
On February 20, 2026, the U.S. Supreme Court issued a ruling invalidating tariffs imposed under the International Emergency Economic Powers Act ("IEEPA"). We are evaluating the amount, timing and collectibility of any potential refunds of IEEPA tariffs.
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. We continue to monitor the impact of such announcements, as well as opportunities to mitigate their related impacts, costs and other effects.
Comparison of the Three Months Ended MarchJune 31,30, 2026 and 2025
Net Sales and Gross Profit
The following table presents net sales by segment for the three months ended June 30, 2026 and 2025 (in millions):
The following table presents components of change in net sales by segment for the three months ended June 30, 2026 compared to 2025 (as a percentage of net sales):
FAM segment net sales decreased primarily due to lower volume/mix driven by filtration & netting and the impact from an exited facility. This loss was partially offset by higher selling prices and favorable currency translation.
SAS segment net sales increased, reflecting higher selling prices and favorable currency translation, partially offset by lower volume/mix as strong growth in tapes, labels & liners was offset by lower volume/mix across other categories.
FAM gross profit decreased, reflecting lower volume/mix while higher proactive pricing actions offset increases in manufacturing and distribution costs.
SAS gross profit increased, reflecting favorable price vs. cost performance as proactive pricing actions offset general cost increases including higher manufacturing and distribution costs.
Nonmanufacturing Expenses
The following table presents nonmanufacturing expenses for the three months ended June 30, 2026 and 2025 (in millions):
Nonmanufacturing expenses decreased primarily due to lower research and development ("R&D") expense, as a result of actions taken under our organizational realignment initiative (the "Plan") that were focused on R&D project prioritization and resource optimization.
Restructuring and Other Impairment Expense
The following table presents restructuring and other impairment expense for the three months ended June 30, 2026 and 2025 (in millions):
Restructuring and other impairment expenses decreased primarily due to severance charges incurred in the prior period.
Interest Expense
Interest expense of $19.3 million during the three months ended June 30, 2026 increased $0.7 million, or 3.8%, compared to the prior year period driven by higher weighted average interest rates.
Other Income (Expense), Net
Other expense was $0.5 million during the three months ended June 30, 2026, compared to the prior year period income of $1.5 million. The decrease was attributed to gains on asset disposals in the prior period.
Income Taxes
A $3.2 million income tax expense in the three months ended June 30, 2026 resulted in an effective tax rate of 47.1% compared with 416.7% in the prior year period. The Company's effective tax rate for the quarter was impacted by mix of earnings and certain jurisdictions with a full valuation allowance. In the prior period, a valuation allowance expense of $8.5 million was recorded against certain deferred tax assets.
Net Income (Loss) and Net Income (Loss) per Share
Net income during the three months ended June 30, 2026 was $3.6 million, or $0.06 per diluted share, compared with net loss of $9.5 million, or $0.18 per diluted share, during the prior-year quarter.
RESULTS OF OPERATIONS
Comparison of the Six Months Ended June 30, 2026 and 2025
The following table presents components of change in net sales by segment for the threesix months ended MarchJune 31,30, 2026 compared to 2025 (as a percentage of net sales):
FAM segment net sales increased primarily due to favorable currency translation, partially offset by lower volume/mix, including the impact from an exited facility.
SASFAM segment net sales decreased,decreased reflectingprimarily due to lower volume/mix, including the impact from an exited facility, partially offset by favorable currency translation and higher selling prices.
FAM gross profit increased, reflecting lower manufacturing costs, favorable currency, and favorable relative net selling price and input cost performance, offset by lower volume/mix.
SAS grosssegment profitnet sales increased, reflecting favorable relative nethigher selling priceprices and inputfavorable costcurrency performance,translation, partially offset by lower volume/mix.
FAM gross profit increased, reflecting favorable relative net selling price and input cost performance and favorable currency, partially offset by lower volume/mix.
SAS gross profit increased, reflecting favorable relative net selling price and input cost performance, offset by lower volume/mix and higher manufacturing and distribution costs.
Nonmanufacturing expenses decreased primarily due to lower selling and general expense and research and development expense, as a result of actions taken under our organizational realignment initiative (the "Plan").
Restructuring and other impairment expenses decreased primarily due to an other impairment expense incurred in the prior period related to a facility closure.closure and severance charges incurred in the prior period.
Interest expense of $17.5$36.8 million during the threesix months ended MarchJune 31,30, 2026 decreasedincreased $0.3$0.4 million, or 1.7%,1.1%, compared to the prior year period.
Other income was $1.5$1.0 million during the threesix months ended MarchJune 31,30, 2026, compared to the prior year period expense of $1.8$0.3 million,million. The increase was driven by foreign currency in both ofperiods, whichoffset wereby primarilygains attributableon toasset foreigndisposals currency.in the prior period.
A $3.0$6.2 million income tax expense in the threesix months ended MarchJune 31,30, 2026 resulted in an effective tax rate of (34.5326.3)% compared with 5.5%2.7% in the prior year period. The netCompany’s changeeffective tax rate was primarilyimpacted due toby mix of earnings and certain jurisdictions with a full valuation allowanceallowance. inIn the currentprior period, a one-time valuation allowance benefit of $23.5 million offset by a valuation allowance expense of $8.5 million was recorded against certain deferred tax assets and liabilities; as well as a $411.9 million goodwill impairment expense not deductible for tax purposes in the prior period.tax.
Net loss during the threesix months ended MarchJune 31,30, 2026 was $11.7$8.1 million, or $(0.220.15) per diluted share, compared to net loss of $425.5$435.0 million, or $(7.827.98) per diluted share, during the prior year period.
As of MarchJune 31,30, 2026, $62.2$57.3 million of the Company's $82.3$66.3 million of Cash and cash equivalents was held by foreign subsidiaries. Restricted cash of $5.0$4.5 million primarily represents retained contributions associated with our UK Pension scheme, the use of which is restricted to obligations related to the scheme. 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.
Net cash provided by operations increased $16.9$27.2 million to $1.0$68.9 million for the threesix months ended MarchJune 31,30, 2026, compared with cash useprovided by operations of $15.9$41.7 million in the prior year. The increase was attributable to higher quarterly net income, adjusted for non-cash items, offsetand by unfavorablefavorable year-over-year movements in working capital related cash flows.
During the threesix months ended MarchJune 31,30, 2026, net changes in operating working capital resulted in cash outflows of $28.2$2.6 million, compared to $22.1$6.2 million of outflows during the prior year period. The $6.1$3.6 million change was driven by outflows associated with inventories,accounts payable and other current liabilities, accounts receivable, and accrued income taxes, partially offset by changes in accounts receivable.inventory.
Cash used in investing activities decreased $2.2$1.8 million during the threesix months ended MarchJune 31,30, 2026 compared to the prior year and was attributable to lower capital spending.
Cash providedused byin financing activities decreasedincreased $18.6$53.3 million during the threesix months ended MarchJune 31,30, 2026 compared to the prior year. The decreaseincrease was attributable to lowerpayments netfor revolverdebt activityissuances costs incurred under ourthe Amended Credit Agreement.Agreement and repayments on the Revolving Facility.
On MayAugust 6,5, 2026, we announced a cash dividend of $0.10 per share payable on JuneSeptember 19,25, 2026 to stockholders of record as of MayAugust 29,28, 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.
As of MarchJune 31,30, 2026, the Company had $1,035.8$974.5 million of total debt, $82.3$66.3 million of Cash and cash equivalents, $5.0$4.5 million of Restricted cash, and $416.2$279.2 million of undrawn capacity on its $600.0$305.0 million revolving line of credit facility (the "Revolving Facility").Facility. Per the terms of the Company's amended credit agreement (the "Amended Credit Agreement"),Agreement, net leverage was 4.1x3.8x at the end of the firstsecond quarter, versus a current maximum covenant ratio of 5.25x.5.00x.
As of June 30, 2026, the Company’s nearest debt maturity is the 8.000% $400.0 million senior notes due October 1, 2029.
As of March 31, 2026, the Company’s nearest debt maturity were the Revolving Credit Facility, Term Loan A Facility, and Delayed Draw Term Loan Facility, which were scheduled to mature on May 6, 2027. On April 3, 2026, the Company entered into the Ninth Amendment to the Credit Agreement, which provided for the refinancing and restructuring of the Revolving Credit Facility, Term Loan A Facility, Delayed Draw Term Loan Facility, and Term Loan B Facility. For additional information, refer to Note 14. Subsequent Events of the Notes to the unaudited Condensed Consolidated Financial Statements. After giving effect to the Ninth Amendment to the Credit Facility, the Company's next nearest debt maturity is the 8.000% $400.0 million senior notes due October 1, 2029.
The following table presents activity related to our debt instruments for the threesix months ended MarchJune 31,30, 2026 and 2025 (in millions):
The Company was in compliance with all of its covenants under the amended Credit Agreement at MarchJune 31,30, 2026. With the current level of borrowing and forecasted results, we expect to remain in compliance with our amended Credit Agreement financial covenants.
Our total debt to capital ratios, as calculated under the amended Credit Agreement, at MarchJune 31,30, 2026 and December 31, 2025 were 68.7%67.4% and 67.1%, respectively.
This Quarterly Report on Form 10-Q 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 our expectations related to the impact of tariffs, 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 cost-reduction and cost-optimization initiatives, profitability, and cash flow, 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.
MATV insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-01 | Johnson Mark W |
Option exercise | 6,444 | — | — |
| 2026-09-01 | Johnson Mark W |
Disposition to issuer | 6,444 | $11.89 | $76.6K |
| 2026-07-01 | Levi Marco |
Shares withheld for tax | 5,499 | $7.57 | $41.6K |
| 2026-04-26 | Elwart Ryan Michael |
Option exercise | 11,070 | — | — |
| 2026-04-26 | Elwart Ryan Michael |
Shares withheld for tax | 3,318 | $9.76 | $32.4K |
Well-known investors holding MATV (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| D. E. Shaw & Co. | 2026-06-30 | 1,521,787 | $11.5M | 0.01% | Added 15% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 702,520 | $5.3M | 0.0% | Added 24% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 508,316 | $3.8M | 0.0% | Added 523% |
| First Eagle Investment Management | 2026-06-30 | 316,489 | $2.4M | 0.0% | Reduced 71% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 228,286 | $1.7M | 0.0% | Reduced 31% |
| Millennium Management (Israel Englander) | 2026-06-30 | 140,457 | $1.2M | — | Sold out |
| Two Sigma Investments | 2026-06-30 | 70,559 | $534.1K | 0.0% | Reduced 78% |
| Renaissance Technologies | 2026-06-30 | 48,300 | $365.6K | 0.0% | Reduced 38% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 10,069 | $76.2K | 0.0% | New position |