Mativ Holdings (NYSE: MATV) recasts segment EBITDA using gross profit

Rhea-AI Filing Summary

Mativ Holdings, Inc. filed an 8-K to explain changes in how it measures and reports performance. Beginning after January 1, 2026, the company’s primary GAAP performance metric shifts from Operating Profit to Gross Profit, and its methodology for allocating SG&A, notably IT infrastructure and shared service costs, moves from Unallocated into operating segments when applicable.

To help with comparability, Mativ provides 2025 supplemental segment data reconciling Gross Profit to Adjusted EBITDA for Filtration & Advanced Materials (FAM) and Sustainable & Adhesive Solutions (SAS). In 2025, FAM generated net sales of $767.5 million and Adjusted EBITDA of $115.2 million, while SAS produced net sales of $1,219.5 million and Adjusted EBITDA of $147.8 million. The company also discloses corporate unallocated items and reiterates that these Adjusted EBITDA figures are non-GAAP measures with reconciliations to GAAP included.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

FAM 2025 Net Sales: $767.5 million FAM 2025 Adjusted EBITDA: $115.2 million FAM 2025 Adjusted EBITDA Margin: 15.0% +4 more

7 metrics

FAM 2025 Net Sales $767.5 million Filtration & Advanced Materials segment net sales for year ended December 31, 2025

FAM 2025 Adjusted EBITDA $115.2 million Filtration & Advanced Materials Adjusted EBITDA for year ended December 31, 2025

FAM 2025 Adjusted EBITDA Margin 15.0% Filtration & Advanced Materials margin for year ended December 31, 2025

SAS 2025 Net Sales $1,219.5 million Sustainable & Adhesive Solutions segment net sales for year ended December 31, 2025

SAS 2025 Adjusted EBITDA $147.8 million Sustainable & Adhesive Solutions Adjusted EBITDA for year ended December 31, 2025

SAS 2025 Adjusted EBITDA Margin 12.1% Sustainable & Adhesive Solutions margin for year ended December 31, 2025

Corporate Unallocated 2025 Adjusted EBITDA $(38.3) million Corporate unallocated Adjusted EBITDA for year ended December 31, 2025

Key Terms

Adjusted EBITDA, non-GAAP financial measures, Gross Profit, Selling and general expense, +1 more

5 terms

Adjusted EBITDA financial

"The supplemental information reconciles Gross Profit to Adjusted EBITDA for 2025 for our two reportable segments"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

non-GAAP financial measures financial

"Financial measures which exclude or include these items have not been determined in accordance with GAAP and are therefore "non-GAAP" financial measures"

Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.

Gross Profit financial

"changed its primary GAAP performance metric from Operating Profit to Gross Profit"

Gross profit is the amount a business keeps from sales after subtracting the direct costs to make or buy the products or services sold — like the money left from a lemonade stand after paying for lemons, sugar and cups. Investors watch gross profit to judge how well a company’s core operations and pricing cover those direct costs, revealing its basic profitability and whether margins are improving or shrinking over time.

Selling and general expense financial

"Selling and general expense and Research and development expense are included in the reconciliation from Segment Gross Profit to Adjusted EBITDA"

Restructuring related expenses financial

"Restructuring related expenses | — | — | 2.5 | (0.1) | 2.4"

Restructuring related expenses are the one-time costs a company incurs when it reorganizes its operations, such as severance pay, facility closures, asset write-downs, contract termination fees and professional advisory costs. These charges matter to investors because they reduce reported profit and use cash up front but can signal efforts to cut future costs or change strategy — like paying to renovate a house now to lower your monthly bills later.

Understanding 8-K Material Events →

0001000623false00010006232026-05-062026-05-06

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

May 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)

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

1-770-569-4229

(Registrant’s telephone number, including area code)

Not Applicable

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

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

☐  Written communications pursuant to Rule 425 under the Securities Act. (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act. (17 CFR 240.14a-12)

☐  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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.10 par value

MATV

New York Stock Exchange

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

☐  If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Explanatory Note

Effective for reporting periods after January 1, 2026 (the “Effective Date”), Mativ Holdings, Inc. (“Mativ” or the “Company”) changed its primary GAAP performance metric from Operating Profit to Gross Profit. Also following the Effective Date, the Company modified its allocation methodology of Selling and General Expenses (SG&A) to our segments and Unallocated. The modified approach primarily affects allocation for IT infrastructure and certain shared service costs, which were historically presented within Unallocated and will now be allocated to operating segments when applicable.

The Company is providing supplemental information for 2025 for comparability. The supplemental information reconciles Gross Profit to Adjusted EBITDA for 2025 for our two reportable segments: (1) Filtration & Advanced Materials ("FAM") and (2) Sustainable and Adhesive Solutions (“SAS”).

Item 7.01    Regulation FD Disclosure

This information furnished pursuant to this Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference to such filings.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.			Description of Exhibit
99.1			Non-GAAP Reconciliation of Mativ Segment Gross Profit to Adjusted EBITDA
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ Scott Minder
			Scott Minder Chief Financial Officer

Dated: May 6, 2026

Exhibit 99.1

Effective for reporting periods after January 1, 2026 (the “Effective Date”), Mativ Holdings, Inc. (“Mativ” or the “Company”) changed its primary GAAP performance metric from Operating Profit to Gross Profit. Also following the Effective Date, the Company modified its allocation methodology of Selling and General Expenses (SG&A) to our segments and Unallocated. The modified approach primarily affects allocation for IT infrastructure and certain shared service costs, which were historically presented within Unallocated and will now be allocated to operating segments when applicable.

The Company is providing supplemental information for 2025 for comparability. The supplemental information reconciles Gross Profit to Adjusted EBITDA for 2025 for our two reportable segments: (1) Filtration & Advanced Materials ("FAM") and (2) Sustainable and Adhesive Solutions (“SAS”).

Non-GAAP Financial Measures

Certain financial measures and comments contained herein exclude restructuring, impairment and other expenses, certain purchase accounting adjustments related to FAM and SAS segment acquisitions, acquisition/merger and integration related costs, stock-based compensation, and depreciation and amortization. Financial measures which exclude or include these items have not been determined in accordance with accounting principles generally accepted in the United States ("GAAP") and are therefore "non-GAAP" financial measures. Reconciliations of these non-GAAP financial measures to the most closely analogous measure determined in accordance with GAAP are included in the financial schedules attached hereto.

The Company believes the presentation of non-GAAP financial measures in addition to the related GAAP measures provides investors with greater transparency on the information used by the Company’s management in its financial and operational decision-making. Management also believes the non-GAAP financial measures provide additional insight for analysts and investors in evaluating the Company’s financial and operational performance in the same way that management evaluates the Company's financial performance. Management believes providing this information enables investors to better understand the Company’s operating performance and financial condition. These non-GAAP financial measures are not calculated or presented in accordance with, and are not intended to be considered in isolation or as alternatives or substitutes for, or superior to, financial measures prepared and presented in accordance with GAAP, and should be read only in conjunction with the Company's financial measures prepared and presented in accordance with GAAP. The non-GAAP financial measures used in this release may be different from the measures used by other companies.

Supplemental Segment Financial Information

The supplemental segment information is not pro forma information prepared in accordance with Article 11 of Regulation S-X of the SEC, and the preparation of information in accordance with Article 11 would result in a different presentation.

The information presented in these exhibits supersedes any previously disclosed historical financial information, including historical information presented in each of the Company’s quarterly earnings releases for the first through fourth quarter of 2025.

The information being furnished pursuant to Item 7.01 of this Report, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

SOURCE: Mativ Holdings, Inc.

CONTACT

Chris Kuepper, IRC

Director, Investor Relations

+1-770-569-4229

Website: http://www.mativ.com

1

Non-GAAP Reconciliation of Mativ Gross Profit to Recast Adjusted EBITDA
(in millions) (Unaudited)
			Three Months Ended																								Twelve Months Ended
			March 31, 2025						June 30, 2025						September 30, 2025						December 31, 2025						December 31, 2025
Filtration & Advanced Materials (FAM)
Net Sales			$	187.6					$	204.4					$	198.3					$	177.2					$	767.5
GAAP Gross profit			32.1						48.9						42.5						39.8						163.3
Selling and general expense and Research and development expense(1)			(19.6)						(21.0)						(19.2)						(18.6)						(78.4)
Restructuring related expenses			—						—						2.5						(0.1)						2.4
Depreciation			6.6						6.9						6.9						6.7						27.1
Stock-based compensation expense(2)			0.3						0.1						0.2						0.2						0.8
Adjusted EBITDA			$	19.4					$	34.9					$	32.9					$	28.0					$	115.2
Adjusted EBITDA Margin			10.3		%				17.1		%				16.6		%				15.8		%				15.0		%
Sustainable & Adhesive Solutions (SAS)
Net Sales			$	297.2					$	321.0					$	315.4					$	285.9					$	1,219.5
GAAP Gross profit			40.5						54.8						56.9						47.4						199.6
Selling and general expense and Research and development expense(1)			(27.1)						(25.4)						(25.3)						(24.1)						(101.9)
Depreciation			12.7						12.7						11.4						11.6						48.4
Stock-based compensation expense(2)			0.4						0.4						0.3						0.6						1.7
Adjusted EBITDA			$	26.5					$	42.5					$	43.3					$	35.5					$	147.8
Adjusted EBITDA Margin			8.9		%				13.2		%				13.7		%				12.4		%				12.1		%
Corporate Unallocated
Selling and general expense and Research and development expense			$	(22.9)					$	(17.4)					$	(14.8)					$	(16.9)					$	(72.0)
Organizational realignment costs			9.2						1.9						0.3						2.3						13.7
Divestiture costs			0.8						0.3						0.3						0.6						2.0
Financing fees(3)			2.0						1.9						2.0						1.9						7.8
Amortization of cloud-based software costs			0.2						0.4						0.4						0.4						1.4
Depreciation			0.6						0.7						0.4						0.5						2.2
Stock-based compensation expense(2)			1.4						2.0						2.0						1.2						6.6
Adjusted EBITDA			$	(8.7)					$	(10.2)					$	(9.4)					$	(10.0)					$	(38.3)
% of total Net Sales			(1.8)		%				(1.9)		%				(1.8)		%				(2.2)		%				(1.9)		%
(1) Selling and general expense and Research and development expense are included in the reconciliation from Segment Gross Profit to Adjusted EBITDA.
(2) Stock-based compensation excludes stock-based compensation included in restructuring and organizational realignment costs.
(3) Financing fees incurred for the Receivables Sales Agreement.

2

FAQ

What key reporting change does Mativ Holdings (MATV) describe in this 8-K?

Mativ changes its primary GAAP performance metric from Operating Profit to Gross Profit after January 1, 2026. It also revises how SG&A, including IT and shared service costs, is allocated between segments and Unallocated to better align expenses with operating segments.

How does the new SG&A allocation affect Mativ (MATV) segment reporting?

The revised SG&A allocation moves IT infrastructure and certain shared service costs from Unallocated into operating segments when applicable. This change alters segment-level profitability profiles and is accompanied by 2025 recast data so investors can compare performance under the new methodology.

What 2025 supplemental figures does Mativ (MATV) provide for the FAM segment?

For 2025, the Filtration & Advanced Materials (FAM) segment shows net sales of $767.5 million and Adjusted EBITDA of $115.2 million. Its 2025 Adjusted EBITDA margin, based on the recast data, is 15.0%, illustrating profitability under the new gross profit focus.

What 2025 supplemental figures does Mativ (MATV) provide for the SAS segment?

For 2025, the Sustainable & Adhesive Solutions (SAS) segment reports net sales of $1,219.5 million and Adjusted EBITDA of $147.8 million. The recast data shows a 2025 Adjusted EBITDA margin of 12.1%, reflecting segment performance using Gross Profit as the primary metric.

How does Mativ (MATV) describe its use of non-GAAP financial measures?

Mativ explains that Adjusted EBITDA and related metrics exclude items such as restructuring, impairments, acquisition-related costs, stock-based compensation, and depreciation and amortization. It states these non-GAAP measures supplement GAAP results and are used by management in financial and operational decision-making.

What 2025 corporate unallocated Adjusted EBITDA does Mativ (MATV) report?

For 2025, corporate unallocated items total Adjusted EBITDA of negative $38.3 million. This includes SG&A and R&D expenses, organizational realignment and divestiture costs, financing fees, amortization of cloud-based software, depreciation, and stock-based compensation not assigned to operating segments.

Filing Exhibits & Attachments

3 documents

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