Mativ (NYSE: MATV) narrows Q1 2026 loss and boosts gross margin
Filing Impact
Filing Sentiment
Form Type
10-Q
Mativ Holdings reported Q1 2026 results with nearly flat sales and sharply better profitability versus a prior-year impairment-driven loss. Net sales were $479.6 million versus $484.8 million, while gross profit rose to $84.9 million, lifting margin to 17.7% from 15.0%.
The company posted a much smaller net loss of $11.7 million, or $(0.22) per share, compared with a $425.5 million loss, or $(7.82) per share, a year earlier. Operating cash flow improved to $1.0 million from a $15.9 million outflow, helped by higher gross profit and lower selling and general expenses.
Filtration & Advanced Materials net sales were $188.3 million and Sustainable & Adhesive Solutions $291.3 million, with both segments expanding gross profit. Mativ ended the quarter with $82.3 million of cash and $1,035.8 million of debt and subsequently refinanced and restructured its credit facilities in April 2026.
Positive
- None.
Negative
- None.
Key Figures
Net sales: $479.6 million
Net loss: $11.7 million
Diluted loss per share: $(0.22) per share
+5 more
8 metrics
Net sales
$479.6 million
Three months ended March 31, 2026
Net loss
$11.7 million
Three months ended March 31, 2026
Diluted loss per share
$(0.22) per share
Three months ended March 31, 2026
Gross profit
$84.9 million
Q1 2026, 17.7% of net sales
Operating cash flow
$1.0 million
Net cash provided by operations, Q1 2026
Total debt
$1,035.8 million
Net of issuance costs, March 31, 2026
Cash and cash equivalents
$82.3 million
Balance sheet, March 31, 2026
FAM and SAS net sales
$188.3M FAM; $291.3M SAS
Segment net sales, Q1 2026
Key Terms
goodwill impairment, Receivables Sales Agreement, Accumulated other comprehensive income (loss), net investment hedge, +2 more
6 terms
goodwill impairment financial
"Goodwill impairment expense | — | 411.9"
Goodwill impairment occurs when a company’s valued reputation or brand strength, known as goodwill, is found to be worth less than previously recorded on its financial statements. This usually happens when the company's performance declines or market conditions change, signaling that the expected benefits from acquisitions or brand value are no longer as strong. It matters to investors because it can indicate that a company's assets are less valuable than initially thought, potentially affecting its overall financial health.
Receivables Sales Agreement financial
"The Company participates in an accounts receivable sales agreement (the “Receivables Sales Agreement”)"
Accumulated other comprehensive income (loss) financial
"Components of Accumulated other comprehensive income (loss), net of tax, were as follows"
A balance-sheet line that tracks certain gains and losses that haven’t flowed through the company’s profit-and-loss statement, such as unrealized changes in the value of investments, foreign-currency adjustments, and some pension-related items. Think of it like a storage closet for value swings the company hasn’t ‘realized’ by selling or settling them yet; it changes shareholders’ equity and helps investors see hidden volatility or potential future impacts on book value.
net investment hedge financial
"We designate these cross-currency swap contracts as net investment hedges based on the spot rate"
Net Debt to EBITDA ratio financial
"to maintain a maximum net debt to EBITDA ratio of 5.50 to 1.00"
A measure of a company’s leverage that shows how many years it would take to repay net debt using its annual EBITDA (earnings before interest, taxes, depreciation and amortization); net debt is total debt minus cash and short-term investments. It matters to investors because it indicates how comfortably a company can cover its borrowings from its operating cash-like earnings — like comparing a household’s mortgage size to its yearly take-home pay — so a lower ratio generally signals lower financial risk.
interest coverage ratio financial
"to maintain a minimum interest coverage ratio of 2.50 to 1.00"
A measure of how easily a company can pay the interest on its debt, calculated by comparing the earnings it generates from operations to the interest it owes. It matters to investors because a higher ratio means the company can comfortably meet interest payments — like having several paychecks set aside to cover your rent — while a low ratio signals greater risk of missed payments or financial strain.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| For the quarterly period 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.) | ||||||||||
| (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 | ||||||
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 ☒ No ☐
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 ☒ No ☐
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.
| Large accelerated filer | ☐ | ☒ | |||||||||||||||
| 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. ☐ | |||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The Company had 55,117,428 shares of common stock outstanding as of May 4, 2026.
MATIV HOLDINGS, INC.
TABLE OF CONTENTS
| Page | |||||||||||
| Part I. - Financial Information | |||||||||||
| Item 1. | Financial Statements | 2 | |||||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25 | |||||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 31 | |||||||||
| Item 4. | Controls and Procedures | 31 | |||||||||
| Part II. - Other Information | |||||||||||
| Item 1. | Legal Proceedings | 32 | |||||||||
| Item 1A. | Risk Factors | 32 | |||||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 32 | |||||||||
| Item 3. | Defaults Upon Senior Securities | 32 | |||||||||
| Item 4. | Mine Safety Disclosures | 32 | |||||||||
| Item 5. | Other Information | 32 | |||||||||
| Item 6. | Exhibits | 33 | |||||||||
Signatures | 34 | ||||||||||
1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MATIV HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(in millions, except per share amounts)
(Unaudited)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Net sales | $ | $ | |||||||||||||||||||||
| Cost of products sold | |||||||||||||||||||||||
Gross profit | |||||||||||||||||||||||
| Selling and general expense | |||||||||||||||||||||||
| Research and development expense | |||||||||||||||||||||||
| Intangible asset amortization expense | |||||||||||||||||||||||
| Total nonmanufacturing expenses | |||||||||||||||||||||||
| Goodwill impairment expense | |||||||||||||||||||||||
| Restructuring and other impairment expense | |||||||||||||||||||||||
Operating profit (loss) | ( | ||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
Other income (expense), net | ( | ||||||||||||||||||||||
Loss before income taxes | ( | ( | |||||||||||||||||||||
Income tax expense (benefit), net | ( | ||||||||||||||||||||||
Net loss | $ | ( | $ | ( | |||||||||||||||||||
Net loss per share: | |||||||||||||||||||||||
| Basic | $ | ( | $ | ( | |||||||||||||||||||
| Diluted | $ | ( | $ | ( | |||||||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
2
MATIV HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
(Unaudited)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
Net loss | $ | ( | $ | ( | |||||||||||||||||||
Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ||||||||||||||||||||||
Unrealized gain (loss) on derivative instruments | ( | ||||||||||||||||||||||
Net gain (loss) from postretirement benefit plans | ( | ||||||||||||||||||||||
Other comprehensive loss | ( | ( | |||||||||||||||||||||
Comprehensive loss | $ | ( | $ | ( | |||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
MATIV HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except per share amounts)
(Unaudited)
March 31, 2026 | December 31, 2025 | ||||||||||
| 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 | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Deferred income tax benefits | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current debt | $ | $ | |||||||||
| 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 | |||||||||||
Accumulated deficit | ( | ( | |||||||||
Accumulated other comprehensive income (loss), net of tax | ( | ||||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
MATIV HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in millions, except per share amounts)
(Unaudited)
| Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||||||||||||||
| Shares | Amount | Total | |||||||||||||||||||||||||||||||||
Balance, December 31, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
Other comprehensive loss, net of tax | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
Dividends paid ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
Issuances of common stock under stock-based compensation plan | — | — | — | ||||||||||||||||||||||||||||||||
Stock-based employee compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock issued to directors as compensation | — | — | — | ||||||||||||||||||||||||||||||||
| Deferred compensation directors stock trust | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Shares withheld for employee taxes | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
Balance, March 31, 2025 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
Balance, December 31, 2025 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
Other comprehensive loss, net of tax | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
Dividends paid ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
Issuances of common stock under stock-based compensation plan | — | — | — | — | — | ||||||||||||||||||||||||||||||
Stock-based employee compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock issued to directors as compensation | — | — | — | ||||||||||||||||||||||||||||||||
| Deferred compensation directors stock trust | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Shares withheld for employee taxes | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
Balance, March 31, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
MATIV HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating | |||||||||||
Net loss | $ | ( | $ | ( | |||||||
Adjustments to reconcile Net loss to Net cash provided by (used in) operations: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of deferred issuance costs | |||||||||||
Goodwill impairment | |||||||||||
Other impairments | |||||||||||
| Deferred income tax | ( | ( | |||||||||
| Pension and other postretirement benefits | ( | ( | |||||||||
| Stock-based compensation | |||||||||||
(Gain) loss on foreign currency transactions | ( | ||||||||||
| Other non-cash items | |||||||||||
| 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 (used in) operations | ( | ||||||||||
| Investing | |||||||||||
| Capital spending | ( | ( | |||||||||
Cash received from settlement of cross-currency swap contracts | |||||||||||
| Other investing | ( | ||||||||||
Net cash used in investing | ( | ( | |||||||||
6
MATIV HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Financing | |||||||||||
| Cash dividends paid | ( | ( | |||||||||
| Proceeds from long-term debt | |||||||||||
| Payments on long-term debt | ( | ( | |||||||||
| Payments for debt issuance costs | ( | ||||||||||
| Payments on financing lease obligations | ( | ( | |||||||||
Shares withheld for employee taxes | ( | ( | |||||||||
Net cash provided by 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 (received) for taxes, net | $ | ( | $ | ||||||||
Capital spending in Accounts payable and Accrued expenses and other current liabilities | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. General
Nature of Business
Organization and operations - Mativ Holdings, Inc. ("Mativ," "we," "our," or the "Company") 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.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements and the notes thereto have been prepared in accordance with the instructions on Form 10-Q and Rule 10-01 of Regulation S-X of the Securities and Exchange Commission ("SEC") and do not include all the information and disclosures required by accounting principles generally accepted in the United States of America ("GAAP"). However, such information reflects all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim periods.
The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full year. The unaudited condensed consolidated financial statements and these notes thereto included herein should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 26, 2026.
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 unaudited condensed consolidated financial statements include, but are not limited to, inventory valuation, goodwill valuation, useful lives of tangible and intangible assets, equity-based compensation, derivatives, receivables valuation, pension, postretirement and other benefits, income taxes and contingencies.
Receivables Sales Agreement
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 amount of receivables pledged as collateral pursuant to our Receivables Sales Agreement as of March 31, 2026 and December 31, 2025 was $25.4 million and $27.2 million, respectively.
The following table summarizes the activity under the Receivables Sales Agreement (in millions):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Trade accounts receivable sold to financial institutions | $ | $ | |||||||||
| Cash proceeds from financial institutions | $ | $ | |||||||||
8
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For more information on the Receivables Sales Agreement, refer to Note 5. Accounts Receivable, net of our Form 10-K for the 2025 fiscal year ended December 31, 2025.
Recently Adopted Accounting Pronouncements
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. Adoption of the ASU, which is effective for annual reporting periods beginning after December 15, 2025, did not have a significant impact on the Company’s consolidated financial statements.
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 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 periods beginning after December 15, 2026, with early adoption permitted. Based on Mativ's existing hedging strategy, adoption of this ASU will not impact 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. Adoption of the ASU will not have a significant impact on the Company’s consolidated financial statements.
9
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 2. Other Comprehensive Loss
Comprehensive loss includes Net loss, as well as items charged directly to stockholders' equity, which are excluded from Net loss. The Company has presented Comprehensive loss in the unaudited Condensed Consolidated Statements of Comprehensive Income (Loss).
Components of Accumulated other comprehensive income (loss), net of tax, were as follows (in millions):
March 31, 2026 | December 31, 2025 | ||||||||||
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 (loss), net of tax | $ | ( | $ | ||||||||
Changes in the components of Accumulated other comprehensive income (loss), net of tax, were as follows (in millions):
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Pre-tax | Tax | Net of Tax | Pre-tax | Tax | Net of Tax | ||||||||||||||||||||||||||||||
| Pension and OPEB liability adjustments | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||
| Derivative instrument adjustments | ( | ( | |||||||||||||||||||||||||||||||||
| Unrealized foreign currency translation adjustments | ( | ( | |||||||||||||||||||||||||||||||||
| Total | $ | ( | $ | ( | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||
Note 3. Net Loss Per Share
The Company uses the two-class method to calculate Net loss per share. The Company has granted restricted stock that contains non-forfeitable rights to dividends on unvested shares. Since these unvested shares are considered participating securities under the two-class method, the Company allocates loss per share to common stock and participating securities according to dividends declared and participation rights in undistributed earnings.
Diluted net loss per common share is computed based on Net loss 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 stock-based incentive compensation and directors’ accumulated deferred stock compensation, which may be received by the directors in the form of stock or cash.
10
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
A reconciliation of the average number of common and potential common shares outstanding used in the calculations of basic and diluted net loss per share follows (in millions, shares in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Numerator (basic and diluted): | |||||||||||||||||||||||
Net loss | $ | ( | $ | ( | |||||||||||||||||||
| Less: Dividends to participating securities | ( | ( | |||||||||||||||||||||
Net loss attributable 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 three months ended March 31, 2026, Diluted loss per share excludes 1,060,000 weighted average potential common shares as their inclusion would be anti-dilutive.
Note 4. Inventories, Net
The following table summarizes inventories by major class (in millions):
March 31, 2026 | December 31, 2025 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| Supplies and other | |||||||||||
| Total inventories | $ | $ | |||||||||
Note 5. Goodwill
The changes in the carrying amount of goodwill (entirely attributable to the SAS reportable segment) were as follows (in millions):
| Total | |||||||||||||||||
Balance at December 31, 2025 | $ | ||||||||||||||||
| Foreign currency translation | ( | ||||||||||||||||
Balance at March 31, 2026 | $ | ||||||||||||||||
11
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 6. Intangible Assets
The gross carrying amount and accumulated amortization for intangible assets as of March 31, 2026 consisted of the following (in millions):
| March 31, 2026 | |||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||
| Amortized Intangible Assets | |||||||||||||||||
| Customer relationships | $ | $ | $ | ||||||||||||||
| Acquired and developed technology | |||||||||||||||||
| Trade names | |||||||||||||||||
| Patents | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
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 | |||||||||||||||||
| Patents | |||||||||||||||||
Total | $ | $ | $ | ||||||||||||||
12
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 7. Restructuring and Other Impairment Activities
The following table summarizes total restructuring and other impairment expense (in millions):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
Filtration and Advanced Materials(1) | |||||||||||||||||||||||
| Severance and termination benefits | $ | $ | |||||||||||||||||||||
| Other exit costs | |||||||||||||||||||||||
| FAM restructuring expense | |||||||||||||||||||||||
| Sustainable and Adhesive Solutions | |||||||||||||||||||||||
| Severance and termination benefits | |||||||||||||||||||||||
| Other exit costs | |||||||||||||||||||||||
| SAS restructuring expense | |||||||||||||||||||||||
| Total restructuring expense | |||||||||||||||||||||||
| Filtration and Advanced Materials | |||||||||||||||||||||||
| Other impairment expense | |||||||||||||||||||||||
| Total restructuring and other impairment expense | $ | $ | |||||||||||||||||||||
(1)Includes costs associated with facility closures initiated in prior years of $1.2 million and $0.4 million for the three months ended March 31, 2026 and 2025, respectively. Through March 31, 2026, the Company has recognized accumulated restructuring and impairment charges of $12.3 million related to an ongoing facility closure. During the remainder of 2026, the Company expects to record additional restructuring costs in the FAM segment, not expected to exceed $1.5 million related to the closure of this facility.
The following table summarizes changes in restructuring liabilities (in millions):
| 2026 | 2025 | ||||||||||
Balance at beginning of the period | $ | $ | |||||||||
Charges for restructuring programs | |||||||||||
Cash payments and other | ( | ( | |||||||||
Balance at end of the period | $ | $ | |||||||||
Restructuring liabilities were classified within Accrued expenses and other current liabilities and Other liabilities in the unaudited Condensed Consolidated Balance Sheets.
13
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 8. Debt
Total debt, net of debt issuance costs, is summarized in the following table (in millions):
March 31, 2026 | December 31, 2025 | ||||||||||
| Revolving facility - U.S. dollar borrowings | $ | $ | |||||||||
| Term loan A facility | |||||||||||
| Term loan B facility | |||||||||||
| Delayed draw term loan | |||||||||||
| Other loan agreements | |||||||||||
| Debt issuance costs | ( | ( | |||||||||
| Total debt | |||||||||||
| Less: Current debt | ( | ( | |||||||||
| Total long-term debt | $ | $ | |||||||||
Credit Facility
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").
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,
14
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 0.00 %) plus 3.75 %.
The Company was in compliance with all of its covenants under the amended Credit Agreement at March 31, 2026.
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 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
15
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 March 31, 2026.
Weighted Average Interest Rates
Principal Repayments
The following is the expected maturities for the Company's debt obligations as of March 31, 2026 (in millions):
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
Fair Value of Debt
16
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 9. Derivatives
The Company utilizes a variety of practices including derivative instruments to manage risk associated with foreign currency exchange rate risk and interest rate risk on its variable-rate debt. 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 and swap contracts to selectively hedge its exposure to foreign currency risk when it is practical and economical to do so. We may 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 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 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 Condensed Consolidated Statement of Cash Flows. As of March 31, 2026 and December 31, 2025 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 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 March 31, 2026 and December 31, 2025 the gross notional amounts of outstanding interest rate swaps designated as a cash flow hedge was $480.8
17
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table presents the fair value of asset and liability derivatives and the respective balance sheet locations at March 31, 2026 (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 | $ | Accounts payable | $ | |||||||||||||||||||
Foreign exchange contracts | Other assets | Other liabilities | |||||||||||||||||||||
Interest rate contracts | Accounts receivable, net | Accrued expenses and other current 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, 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 | $ | $ | |||||||||||||||||||||
18
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Gains (losses) on derivatives designated as cash flow and net investment hedges recognized in other comprehensive loss are summarized below (in millions) on a pretax basis:
Derivatives Designated in Hedging Relationships | Gains (Losses) Recognized in Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||||
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
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 three months ended March 31, 2026 or 2025, other than those related to derivatives designated as a net investment hedge, noted below.
Gains on derivatives within the Condensed Consolidated Statement of Income (Loss) were as follows (in millions):
Location of Gains | Amount of Gains Recognized | |||||||||||||||||||||||||||||||
| Three Months Ended March 31, | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||
Effect of cash flow hedges | ||||||||||||||||||||||||||||||||
Amount reclassified from Accumulated other comprehensive 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 income | |||||||||||||||||||||||||||||||
Total gain | $ | $ | ||||||||||||||||||||||||||||||
19
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 10. Commitments and Contingencies
Other Commitments
On November 30, 2023, the Company completed the sale of its Engineered Papers business (the “EP Divestiture”) to Evergreen Hill Enterprise Pte. Ltd. (“Evergreen Hill Enterprise”). 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 March 31, 2026, 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.
Employees and Labor Relations
As of March 31, 2026, approximately 27 % of the Company's U.S. workforce and 36 % of its non-U.S. workforce are under collective bargaining agreements. Approximately 0 % of all U.S. employees and 18 % of non-U.S. employees are under collective bargaining agreements that will expire in the next 12 months.
For the 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.
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.
20
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 11. 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 OPEB benefits related to post-retirement healthcare and life insurance are sponsored in the United States, Germany, and Canada. As of March 31, 2026, retained contributions of $5.0 million related to our UK Pension scheme are included in Restricted cash. The use of these funds is limited to obligations associated with the scheme.
Pension and Other Benefits
The components of net pension cost (benefit) during the three months ended March 31, 2026 and 2025 were as follows (in millions):
| Pension Benefits | Other Post-employment Plans | ||||||||||||||||||||||||||||||||||||||||||||||
| U.S. | Non-U.S. | U.S. | Non-U.S. | ||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Amortizations and other | |||||||||||||||||||||||||||||||||||||||||||||||
Settlement loss | |||||||||||||||||||||||||||||||||||||||||||||||
Net pension cost (benefit) | $ | ( | $ | ( | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
The Company's cost under the qualified defined contribution retirement plans was $4.0 million and $3.8 million, respectively, for the three months ended March 31, 2026 and 2025.
Note 12. Income Taxes
For interim financial reporting, the Company estimates the annual tax rate based on projected taxable income for the full year and records a quarterly income tax provision in accordance with ASC 740-270, Accounting for Income Taxes in Interim Periods. These interim estimates are subject to variation due to several factors, including the ability of the Company to accurately forecast pre-tax and taxable income and loss by jurisdiction, changes in laws or regulations, and expenses or losses for which tax benefits are not recognized. Jurisdictions with a projected loss for the year or an actual year-to-date loss where no tax benefit can be recognized are excluded from the estimated annual effective tax rate. The impact of including these jurisdictions on the quarterly effective tax rate calculations could result in a higher or lower effective tax rate during a quarter, based upon the mix and timing of actual earnings versus annual projections.
The Company's effective tax rate was (34.5 )% and 5.5 % for the three months ended March 31, 2026 and 2025, respectively. The net change was primarily due to mix of earnings and certain jurisdictions with a full valuation allowance in the current period, as well as goodwill impairment being not deductible for tax purposes in the prior period.
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 previously taxed earnings and profits from its foreign subsidiaries, as a result of transition tax, that it is generally able to be repatriated free of U.S. federal tax. In addition, future earnings of foreign subsidiaries are generally expected to be able to be repatriated free of U.S. federal income tax because these earnings were taxed in the U.S. under the GILTI regime or would be eligible
21
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
for a 100% dividends received deduction. The Company does not assert indefinite reinvestment to the extent of each controlled foreign corporation's earnings and profits and any foreign partnership’s U.S. tax capital account as a result of its treasury policy to simplify and expedite intercompany cash flows, as evidenced by the use of cash pooling, and in light of the Company’s demonstrated goal of driving growth though inorganic/acquisitional means. As a result, the Company has provided for non-U.S. withholding taxes, U.S. federal tax related to currency movement on previously taxed earnings and profits, and U.S. state taxes on unremitted earnings.
All unrecognized tax positions could impact the Company's effective tax rate if recognized. There have been no material changes to the Company’s unrecognized tax positions for the three months ended March 31, 2026. With respect to penalties and interest incurred from income tax assessments or related to unrecognized tax benefits, the Company’s policy is to classify penalties as provision for income taxes and interest as interest expense in its unaudited Condensed Consolidated Statements of Income (Loss). There were no
Many jurisdictions in which the Company operates have implemented Pillar Two legislation, and others are considering implementation of Pillar Two rules. While such new rules introduce complexity into the Company’s calculation of income tax expense, Pillar Two does not have a material impact as of the first quarter of 2026. Due to the novelty and complexity of Pillar Two, the Company continues to monitor for advancements and further guidance in Pillar Two rules, considering impacts of such developments on its tax expense.
On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the U.S., which contains a broad range of tax reform provisions affecting businesses. The legislation has multiple effective dates, with provisions being implemented through 2027. The impact to the quarter ended March 2026 income tax expense was not significant, and the Company does not expect a material impact to income tax expense for 2026.
Note 13. Segment Information
The Company has two reportable segments: Filtration & Advanced Materials ("FAM") and Sustainable & Adhesive Solutions ("SAS").
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. 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 in the notes to the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
Our Chief Operating Decision Maker ("CODM") is our President and Chief Executive Officer. Effective beginning with the three months ended March 31, 2026, Gross Profit has replaced Operating profit as the GAAP performance metric the CODM considers when making resource allocation decisions for each segment.
Segment Results
The CODM primarily evaluates segment performance and allocates resources based on Gross profit. Assets are managed on a company-wide basis and, as such, are not disclosed at the segment level.
22
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Net sales, costs of products sold, and Gross profit by segments were (in millions):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Net Sales | |||||||||||||||||||||||
| FAM | $ | $ | |||||||||||||||||||||
| SAS | |||||||||||||||||||||||
| Consolidated | $ | $ | |||||||||||||||||||||
| Cost of products sold | |||||||||||||||||||||||
| FAM | $ | $ | |||||||||||||||||||||
| SAS | |||||||||||||||||||||||
| Consolidated | $ | $ | |||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| FAM | $ | $ | |||||||||||||||||||||
| SAS | |||||||||||||||||||||||
| Consolidated | $ | $ | |||||||||||||||||||||
Segment Net sales are attributed to the following geographic locations of the Company’s direct customers during the three months ended 2026 and 2025 were as follows (in millions):
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
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:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
Filtration & netting | % | % | |||||||||||||||||||||
Advanced films | % | % | |||||||||||||||||||||
Tapes, labels & liners | % | % | |||||||||||||||||||||
Paper & packaging | % | % | |||||||||||||||||||||
Healthcare & other | % | % | |||||||||||||||||||||
| Net sales | % | % | |||||||||||||||||||||
23
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 14. Subsequent Events
On April 3, 2026, Mativ Holdings, Inc. (“Mativ” or the “Company”) entered into the Ninth Amendment (the “Amendment”) to Mativ’s multicurrency credit agreement, dated as of September 25, 2018 (as amended prior to such date, including by the Eighth Amendment dated December 17, 2024, the “Prior Agreement,” and the Prior Agreement as amended by the Amendment, the “Amended Credit Agreement”). The Amendment is effective as of April 3, 2026.
The Amendment provides for a refinancing and restructuring of the Company’s existing credit facilities. The Amended Credit Agreement provides for (i) a $305.0 million revolving credit facility (which includes sub-facilities for borrowings in Euros and Sterling, each up to the equivalent of $305.0 million), (ii) $89.9 million in aggregate Term A Loan commitments, and (iii) $500.0 million in aggregate Term B Loan commitments, resulting in an aggregate principal amount of approximately $894.9 million in credit facilities. The Amendment refinances the existing revolving commitments, Term A Loans and Term B Loans under the Prior Agreement and eliminates the delayed draw term loan facility.
In connection with the Amendment, three of Mativ’s subsidiaries became additional U.S. Borrowers under the Amended Credit Agreement, and another subsidiary became a guarantor under the Amended Credit Agreement.
Under the Amended Credit Agreement, the interest rate margins applicable to the revolving credit facility and the Term A Loans are determined based on the Company’s Net Debt to EBITDA ratio, with the higher applicable margins (at a ratio of greater than or equal to 4.00 to 1.00) ranging from 1.75 % to 2.75 % depending on the applicable benchmark rate, and a commitment fee rate of 0.35 %. The Term B Loans bear interest at a fixed margin of 3.50 % to 4.50 % depending on the applicable benchmark rate.
The revolving credit facility and the Term A Loans mature on the earlier of (a) the five-year anniversary of the effective date of the Amendment and (b) 182 days prior to the scheduled maturity date of the Company’s 8.000 % Senior Notes due 2029 (the “Senior Notes”) (as such date may be extended or modified, including pursuant to any refinancing thereof). The Term B Loans mature on the earlier of (a) the seven-year anniversary of the effective date of the Amendment and (b) 91 days prior to the maturity date of the Senior Notes (as such date may be extended or modified, including pursuant to any refinancing thereof).
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Item 2. 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 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, 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 months ended March 31, 2026.
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 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.
SUMMARY
| Three Months Ended March 31, | Percent of Net Sales | ||||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except per share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 479.6 | $ | 484.8 | 100.0 | % | 100.0 | % | |||||||||||||||||||||||||||||||||||||||
Gross profit | $ | 84.9 | $ | 72.6 | 17.7 | % | 15.0 | % | |||||||||||||||||||||||||||||||||||||||
| Restructuring & other impairment expense | $ | 1.3 | $ | 6.3 | 0.3 | % | 1.3 | % | |||||||||||||||||||||||||||||||||||||||
Operating profit (loss) | $ | 7.3 | $ | (430.6) | 1.5 | % | (88.8) | % | |||||||||||||||||||||||||||||||||||||||
| Interest expense | $ | 17.5 | $ | 17.8 | 3.6 | % | 3.7 | % | |||||||||||||||||||||||||||||||||||||||
Net loss | $ | (11.7) | $ | (425.5) | (2.4) | % | (87.8) | % | |||||||||||||||||||||||||||||||||||||||
Diluted loss per share | $ | (0.22) | $ | (7.82) | |||||||||||||||||||||||||||||||||||||||||||
Cash provided by (used in) operations | $ | 1.0 | $ | (15.9) | |||||||||||||||||||||||||||||||||||||||||||
| Capital spending | $ | 8.4 | $ | 13.9 | |||||||||||||||||||||||||||||||||||||||||||
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RESULTS OF OPERATIONS
Comparison of the Three Months Ended March 31, 2026 and 2025
Net Sales and Gross Profit
The following table presents Net sales, Cost of products sold, and Gross profit by segment (in millions):
| Three Months Ended March 31, | Percent Change | Percent of Net Sales | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | |||||||||||||||||||||||||||||||
Net sales | |||||||||||||||||||||||||||||||||||
FAM | $ | 188.3 | $ | 187.6 | $ | 0.7 | 0.4 | % | |||||||||||||||||||||||||||
SAS | 291.3 | 297.2 | (5.9) | (2.0) | % | ||||||||||||||||||||||||||||||
Total Net sales | $ | 479.6 | $ | 484.8 | $ | (5.2) | (1.1) | % | |||||||||||||||||||||||||||
Cost of products sold | |||||||||||||||||||||||||||||||||||
FAM | $ | 148.6 | $ | 155.5 | $ | (6.9) | (4.4) | % | 78.9 | % | 82.9 | % | |||||||||||||||||||||||
SAS | 246.1 | 256.7 | (10.6) | (4.1) | % | 84.5 | % | 86.4 | % | ||||||||||||||||||||||||||
Total Cost of products sold | $ | 394.7 | $ | 412.2 | $ | (17.5) | (4.2) | % | 82.3 | % | 85.0 | % | |||||||||||||||||||||||
Gross profit | |||||||||||||||||||||||||||||||||||
FAM | $ | 39.7 | $ | 32.1 | $ | 7.6 | 23.7 | % | 21.1 | % | 17.1 | % | |||||||||||||||||||||||
SAS | 45.2 | 40.5 | 4.7 | 11.6 | % | 15.5 | % | 13.6 | % | ||||||||||||||||||||||||||
Total Gross profit | $ | 84.9 | $ | 72.6 | $ | 12.3 | 16.9 | % | 17.7 | % | 15.0 | % | |||||||||||||||||||||||
The following table presents components of change in net sales by segment for the three months ended March 31, 2026 compared to 2025 (as a percentage of net sales):
Percent Change in Net Sales | |||||||||||||||||
FAM | SAS | Total | |||||||||||||||
Volume/mix | (1.2) | % | (6.5) | % | (4.5) | % | |||||||||||
Sales associated with exited facilities | (1.8) | — | (0.7) | ||||||||||||||
Total volume/mix | (3.0) | (6.5) | (5.2) | ||||||||||||||
Selling price | 0.2 | 1.3 | 0.9 | ||||||||||||||
Currency translation | 3.2 | 3.2 | 3.2 | ||||||||||||||
Total percent change | 0.4 | % | (2.0) | % | (1.1) | % | |||||||||||
FAM segment net sales increased primarily due to favorable currency translation, partially offset by lower volume/mix, including the impact from an exited facility.
SAS segment net sales decreased, reflecting lower volume/mix, 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 gross profit increased, reflecting favorable relative net selling price and input cost performance, offset by lower volume/mix.
26
Nonmanufacturing Expenses
The following table presents nonmanufacturing expenses (in millions):
| Three Months Ended March 31, | Percent Change | Percent of Net Sales | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | |||||||||||||||||||||||||||||||
| Selling and general expense | $ | 54.8 | $ | 63.3 | $ | (8.5) | (13.4) | % | 11.4 | % | 13.1 | % | |||||||||||||||||||||||
| Research and development expense | 5.5 | 6.3 | (0.8) | (12.7) | % | 1.1 | % | 1.3 | % | ||||||||||||||||||||||||||
| Intangible asset amortization expense | 16.0 | 15.4 | 0.6 | 3.9 | % | 3.3 | % | 3.2 | % | ||||||||||||||||||||||||||
Nonmanufacturing expenses | $ | 76.3 | $ | 85.0 | $ | (8.7) | (10.2) | % | 15.9 | % | 17.5 | % | |||||||||||||||||||||||
Nonmanufacturing expenses decreased primarily due to lower selling and general expense, as a result of actions taken under our organizational realignment initiative (the "Plan").
Restructuring and Other Impairment Expense
The following table presents restructuring and other impairment expense by segment (in millions):
| Three Months Ended March 31, | Percent of Net Sales | ||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | |||||||||||||||||||||||||
Filtration & Advanced Materials | $ | 1.3 | $ | 6.0 | $ | (4.7) | 0.7 | % | 3.2 | % | |||||||||||||||||||
Sustainable & Adhesive Solutions | — | 0.3 | (0.3) | — | % | 0.1 | % | ||||||||||||||||||||||
| Unallocated expenses | — | — | — | ||||||||||||||||||||||||||
| Total | $ | 1.3 | $ | 6.3 | $ | (5.0) | 0.3 | % | 1.3 | % | |||||||||||||||||||
Restructuring and other impairment expenses decreased primarily due to an other impairment expense incurred in the prior period related to a facility closure.
Interest Expense
Interest expense of $17.5 million during the three months ended March 31, 2026 decreased $0.3 million, or 1.7%, compared to the prior year period.
Other Income (Expense), Net
Other income was $1.5 million during the three months ended March 31, 2026, compared to the prior year period expense of $1.8 million, both of which were primarily attributable to foreign currency.
Income Taxes
A $3.0 million income tax expense in the three months ended March 31, 2026 resulted in an effective tax rate of (34.5)% compared with 5.5% in the prior year period. The net change was primarily due to mix of earnings and certain jurisdictions with a full valuation allowance in the current period, and goodwill impairment expense not deductible for tax purposes in the prior period.
Net Loss and Net Loss per Share
Net loss during the three months ended March 31, 2026 was $11.7 million, or $(0.22) per diluted share, compared to net loss of $425.5 million, or $(7.82) per diluted share, during the prior year period.
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LIQUIDITY AND CAPITAL RESOURCES
Liquidity and 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 1. General for additional information.
Cash Requirements
As of March 31, 2026, $62.2 million of the Company's $82.3 million of Cash and cash equivalents was held by foreign subsidiaries. Restricted cash of $5.0 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.
The following table presents summarized activity related to our cash flow (in millions):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
Net cash provided by (used in): | |||||||||||
Operations | $ | 1.0 | $ | (15.9) | |||||||
Investing | (8.4) | (10.6) | |||||||||
Financing | 5.9 | 24.5 | |||||||||
| Effect of exchange rate changes on Cash and cash equivalents and Restricted cash | (1.0) | 1.5 | |||||||||
| Net change in Cash and cash equivalents and Restricted cash | (2.5) | (0.5) | |||||||||
| Cash and cash equivalents and Restricted cash at beginning of period | 89.8 | 94.3 | |||||||||
| Cash and cash equivalents and Restricted cash at end of period | $ | 87.3 | $ | 93.8 | |||||||
Net cash provided by operations increased $16.9 million to $1.0 million for the three months ended March 31, 2026, compared with cash use of $15.9 million in the prior year. The increase was attributable to higher quarterly net income, adjusted for non-cash items, offset by unfavorable year-over-year movements in working capital related cash flows.
During the three months ended March 31, 2026, net changes in operating working capital resulted in cash outflows of $28.2 million, compared to $22.1 million of outflows during the prior year period. The $6.1 million change was driven by outflows associated with inventories, partially offset by changes in accounts receivable.
Cash used in investing activities decreased $2.2 million during the three months ended March 31, 2026 compared to the prior year and was attributable to lower capital spending.
Cash provided by financing activities decreased $18.6 million during the three months ended March 31, 2026 compared to the prior year. The decrease was attributable to lower net revolver activity under our Credit Agreement.
The Company presently believes the sources of liquidity discussed above are sufficient to meet our anticipated funding needs for the foreseeable future.
28
Dividend Payments
On May 6, 2026, we announced a cash dividend of $0.10 per share payable on June 19, 2026 to stockholders of record as of May 29, 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 March 31, 2026, the Company had $1,035.8 million of total debt, $82.3 million of Cash and cash equivalents, $5.0 million of Restricted cash, and $416.2 million of undrawn capacity on its $600.0 million revolving line of credit facility (the "Revolving Facility"). Per the terms of the Company's amended credit agreement (the "Amended Credit Agreement"), net leverage was 4.1x at the end of the first quarter, versus a current maximum covenant ratio of 5.25x.
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 three months ended March 31, 2026 and 2025 (in millions):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Proceeds from long-term debt | $ | 16.3 | $ | 54.0 | |||||||
| Payments on long-term debt | (0.7) | (22.7) | |||||||||
Net proceeds from borrowings | $ | 15.6 | $ | 31.3 | |||||||
The Company was in compliance with all of its covenants under the amended Credit Agreement at March 31, 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 March 31, 2026 and December 31, 2025 were 68.7% and 67.1%, respectively.
Critical Accounting Policies and Estimates
The preparation of our unaudited condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make judgments, assumptions and estimates that affect the amounts reported. There have been no material changes to the critical accounting policies and estimates described in our Form 10-K for the 2025 fiscal year ended December 31, 2025.
For further information about our critical accounting policies, please see the discussion of critical accounting policies in our Annual Report on Form 10-K for the year ended December 31, 2025 in the section captioned "Management's Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates."
29
FORWARD-LOOKING STATEMENTS
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.
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 our Annual Report on Form 10-K for the year ended December 31, 2025, and otherwise in our reports and filings with the Securities and Exchange Commission ("SEC"), 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;
•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;
•The impact of tariffs, the imposition of any future additional tariffs and other trade barriers, the effects of retaliatory trade measures, and the impact of tariff uncertainty on macroeconomic conditions;
30
•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;
•Risks associated with international conflicts and disputes, such as the ongoing conflict between Russia and Ukraine, and conflicts in the Middle East, and their corresponding impact on global macroeconomic conditions (including volatility in oil prices), as well as adverse impacts on 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;
•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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our market risk exposure at March 31, 2026 is consistent with, and not materially different than, the market risk and discussion of exposure presented under the caption "Quantitative and Qualitative Disclosures about Market Risk" in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We currently have in place systems relating to disclosure controls and procedures designed to ensure the timely recording, processing, summarizing and reporting of information required to be disclosed in periodic reports under the Securities Exchange Act of 1934, as amended. These disclosure controls and procedures include those designed to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions about required disclosure. Upon completing our review and evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2026, our Chief Executive Officer and Chief Financial Officer have concluded that these controls and procedures were effective as of March 31, 2026.
Changes in Internal Control Over Financial Reporting
No changes in our internal control over financial reporting were identified as having occurred in the fiscal quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
31
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is subject to various claims and pending or threatened lawsuits in the normal course of business. The Company is not currently a party to any legal proceedings that it believes would have a material adverse effect on its financial position, results of operations, or cash flows. Refer to Note 10. Commitments and Contingencies of the notes to the unaudited condensed consolidated financial statements included in this report.
Item 1A. 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.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities By the Issuer and Affiliated Purchasers
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, the Company repurchased 539,386 shares for $8.0 million cumulatively as of May 4, 2026.
The Company did not repurchase shares during the three months ended March 31, 2026, and the remaining amount of share repurchases currently authorized by our Board of Directors as of March 31, 2026 is $22.0 million.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
During the fiscal quarter ended March 31, 2026, none of the Company’s directors or executive officers adopted terminated
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Item 6. Exhibits
| Exhibit Number | Exhibit | |||||||
| 3.1 | Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2009). | |||||||
| 3.2 | Certificate of Amendment to the Certificate of Incorporation of the Company (filed on August 21, 1995), effective as of July 6, 2022 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on July 6, 2022). | |||||||
| 3.3 | Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on March 11, 2025). | |||||||
| 10.1 | Ninth Amendment, effective as of April 3, 2026, to the Credit Agreement, dated as of September 25, 2018 (as amended as of February 9, 2021, March 8, 2021, April 20, 2021, February 22, 2022, May 6, 2022, June 5, 2023, September 19, 2023 and December 17, 2024), by and among Mativ Holdings, Inc. (f/k/a Schweitzer-Mauduit International, Inc.), Mativ Luxembourg (f/k/a SWM Luxembourg), the other loan parties party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 6, 2026). | |||||||
+10.2 | Separation Agreement and General Waiver and Release, dated January 8, 2026, between the Company and Gregory Weitzel (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 14, 2026). | |||||||
+10.3 | Amendment No. 1 to Offer Letter between the Company and Shruti Singhal (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 11, 2026). | |||||||
+10.4 | Mativ Holdings, Inc. 2024 Equity and Incentive Plan (As Amended April 30, 2026) (Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 6, 2026). | |||||||
| *31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) of the Securities Exchange Act of 1934, as amended. | |||||||
| *31.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a) of the Securities Exchange Act of 1934, as amended. | |||||||
| *32 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 101 | The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the unaudited condensed consolidated statements of income (loss), (ii) the unaudited condensed consolidated statements of comprehensive income (loss), (iii) the unaudited condensed consolidated balance sheets, (iv) the unaudited condensed consolidated statements of changes in stockholders' equity, (v) the unaudited condensed consolidated statements of cash flow, and (vi) notes to unaudited condensed consolidated financial statements. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
* Filed herewith
+ 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 thereunto duly authorized.
Mativ Holdings, Inc.
(Registrant)
| By: | /s/ Shruti Singhal | |||||||||||||
| Shruti Singhal President and Chief Executive Officer (duly authorized officer and principal executive officer) | ||||||||||||||
| May 7, 2026 | ||||||||||||||
| By: | /s/ Scott Minder | |||||||||||||
| Scott Minder Executive Vice President and Chief Financial Officer (duly authorized officer and principal financial officer) | ||||||||||||||
| May 7, 2026 | ||||||||||||||
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FAQ
How did Mativ (MATV) perform financially in Q1 2026?
Mativ reported Q1 2026 net sales of $479.6 million and a net loss of $11.7 million. Gross profit increased to $84.9 million, improving margin to 17.7%, helped by lower manufacturing and selling costs versus the prior-year impairment-affected period.
How did Mativ’s Q1 2026 results compare with Q1 2025?
Compared with Q1 2025, net sales dipped slightly from $484.8 million to $479.6 million, but the net loss shrank from $425.5 million to $11.7 million. The prior year included a large goodwill impairment, while 2026 benefited from stronger gross margins and lower operating expenses.
What were Mativ’s segment results for Q1 2026?
In Q1 2026, the FAM segment generated net sales of $188.3 million and gross profit of $39.7 million. The SAS segment delivered net sales of $291.3 million and gross profit of $45.2 million, with both segments showing year-over-year gross profit improvement.
What was Mativ’s cash flow and capital spending in Q1 2026?
Mativ produced $1.0 million of operating cash flow in Q1 2026, an improvement from a $15.9 million outflow a year earlier. Capital spending was $8.4 million, down from $13.9 million, reflecting lower investment outlays during the quarter.
What is Mativ’s debt and liquidity position as of March 31, 2026?
As of March 31, 2026, Mativ had $1,035.8 million of total debt, $82.3 million of cash and $5.0 million of restricted cash. The company also had $416.2 million of undrawn capacity on its $600.0 million revolving credit facility, supporting liquidity.
What credit agreement changes did Mativ make after Q1 2026?
On April 3, 2026, Mativ entered a Ninth Amendment to its credit agreement, refinancing and restructuring its facilities. The amended agreement provides a $305.0 million revolver, $89.9 million in Term A loans, and $500.0 million in Term B loans with updated covenants and maturities.