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Mativ Holdings (NYSE: MATV) revises CEO Shruti Singhal pay package

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Mativ Holdings, Inc. updated the employment terms of President and Chief Executive Officer Shruti Singhal through an amendment to his offer letter effective January 1, 2026. The amendment sets his annual base salary at $950,000 and confirms eligibility for annual short-term and long-term incentive awards as percentages of base salary, determined each year by the Board or its Compensation Committee.

The amended offer letter also details the Company’s severance obligations if his employment is terminated, and includes customary employment terms and in-term and post-term restrictive covenants. The full amendment is filed as Exhibit 10.1 to this report.

Positive

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Negative

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 6, 2026
Date of Report (Date of earliest event reported)

1-13948
(Commission file number)
MATIV HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware62-1612879
(State or other jurisdiction of incorporation)(I.R.S. Employer Identification No.)
100 Kimball Place,Suite 600
Alpharetta,Georgia30009
(Address of principal executive offices)(Zip Code)

 
1-770-569-4229
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐  Written communications pursuant to Rule 425 under the Securities Act. (17 CFR 230.425)
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act. (17 CFR 240.14a-12)
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. (17 CFR 240.14d-2(b))
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.10 par valueMATVNew York Stock Exchange

☐  Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐  If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


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

Amendment No. 1 to Chief Executive Officer Offer Letter

On February 6, 2026, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Mativ Holdings, Inc. (the “Company”) approved an amendment to the Offer Letter dated March 11, 2025 (the “Offer Letter”) between the Company and Shruti Singhal, its President and Chief Executive Officer, effective January 1, 2026. Pursuant to the amended Offer Letter, Mr. Singhal will receive an annual base salary of $950,000 and will be eligible to participate in the Company’s Short-Term Incentive Plan with a target annual bonus opportunity equal to a percentage of his Base Salary as determined annually by the Board or the Committee. At the discretion of the Board or the Committee, Mr. Singhal will also remain eligible to receive long-term incentive awards, with an annual award target equal to a percentage of his Base Salary as determined annually by the Board or the Committee, through the Company’s 2024 Equity and Incentive Plan. In addition, the amended Offer Letter sets forth the Company’s severance obligations in connection with a termination of Mr. Singhal’s employment. The amended Offer Letter also contains customary employment terms and conditions, and in-term and post-term restrictive covenants applicable to Mr. Singhal.

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

The following exhibits are attached with this current report on Form 8-K:

Exhibit
No.		Description
10.1+
Amendment No. 1 to Offer Letter between the Company and Shruti Singhal.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
+ Indicates management compensatory plan or arrangement




SIGNATURES

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

Mativ Holdings, Inc.
(Registrant)


By:/s/ Mark W. Johnson
Name:Mark W. Johnson
Title:Chief Legal and Administrative Officer
Date:February 11, 2026



Source: View Original Filing on SEC EDGAR

FAQ

What compensation changes for MATV CEO Shruti Singhal are disclosed in this 8-K?

Mativ set Shruti Singhal’s annual base salary at $950,000 under an amended CEO offer letter effective January 1, 2026. He remains eligible for annual short-term and long-term incentive awards, each targeted as a Board-determined percentage of base salary under the company’s incentive and equity plans.

How is Mativ (MATV) structuring short-term incentives for its CEO?

The CEO may receive an annual bonus under Mativ’s Short-Term Incentive Plan, with a target opportunity expressed as a percentage of his $950,000 base salary. That percentage is determined each year by the Board or its Compensation Committee based on the company’s governance and incentive decisions.

What long-term incentives will Mativ’s CEO be eligible for under the amended offer letter?

The CEO remains eligible for long-term incentive awards granted through Mativ’s 2024 Equity and Incentive Plan. His annual long-term award target is set as a percentage of base salary, with the exact percentage determined annually by the Board or its Compensation Committee, aligning compensation with company policies.

Does the MATV CEO offer letter amendment address severance arrangements?

Yes, the amended offer letter outlines Mativ’s severance obligations if Shruti Singhal’s employment is terminated. While specific severance amounts are not detailed in this summary, the document confirms that termination-related payments and benefits are governed by the new amendment filed as Exhibit 10.1.

What other terms are included in Mativ’s amended CEO offer letter?

The amended offer letter includes customary employment terms and restrictive covenants applying to Shruti Singhal during and after his employment. These provisions cover standard conditions and in-term and post-term restrictions, designed to protect Mativ’s business interests alongside the defined compensation and severance arrangements.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents