Matthews Intl Corp SEC Filings

Matthews International Corporation is asking shareholders to vote at its virtual-only 2026 annual meeting on February 19, 2026. As of the December 29, 2025 record date, there were 31,126,081 Class A common shares outstanding and entitled to one vote each.

The Board seeks support for four director nominees and several governance changes, including declassifying the Board over three years, adopting a majority vote standard for uncontested director elections, and eliminating certain supermajority voting requirements. Shareholders are also asked to approve an updated 2019 Director Fee Plan, an advisory say-on-pay vote, and updated Amended and Restated Articles, and to ratify Ernst & Young LLP as auditor for fiscal 2026.

The company highlights a strategic review with divestitures aimed at simplifying its portfolio and focusing on Memorialization, energy storage solutions and Product Identification. In fiscal 2025, total debt was reduced by $65.6 million, share repurchases were more than $12 million, dividends were approximately $32 million, and the quarterly dividend was raised to $0.255 per share, marking the 32nd consecutive annual dividend increase.

Matthews International Corporation entered into an agreement with Barington Companies Equity Partners and related Barington Parties under which the Barington Parties withdrew their proposed nominees for election to the Board of Directors at the 2026 annual meeting. In return, the Company agreed to make a one-time lump sum payment reimbursing Barington Equity for certain fees and expenses related to their engagement with the Company and shareholders and to the negotiation of this agreement.

For the period from the agreement date through the Company’s 2028 annual meeting of shareholders, the Barington Parties agreed to vote their beneficially owned securities in line with the Board’s recommendations on all proposals, subject to defined exceptions. They also accepted restrictions on soliciting proxies, making shareholder proposals, and nominating directors during this term. The Company and the Barington Parties issued a joint press release announcing the agreement.

Matthews International Corporation plans to redeem all $300,000,000 of its 8.625% Senior Secured Second Lien Notes due 2027. The company has notified noteholders that on January 22, 2026 it will redeem 100% of the outstanding aggregate principal amount at a price equal to 104.313% of the principal, plus any accrued and unpaid interest up to, but not including, the redemption date. This action removes a high-coupon secured debt layer from the capital structure and reflects a decision to retire these notes ahead of their 2027 maturity.

Matthews International Corporation reported that it has closed the sale of its European roto-gravure packaging and tooling businesses. The company disclosed this event through a press release dated January 7, 2026, which is furnished as an exhibit to the report. The disclosure is made under Regulation FD, meaning it is intended to provide broad, fair public access to this information and is furnished rather than filed for Exchange Act liability purposes.

Matthews International Corporation filed an Amendment No. 1 to a prior current report to update disclosure about the sale of its Matthews Automation Solutions business. The company had completed the sale of its interests in Matthews Automation Solutions, LLC and certain related assets to Duravant LLC on December 31, 2025 under an Equity Purchase Agreement dated November 12, 2025.

The amendment’s sole purpose is to add unaudited pro forma financial information that was not included in the original report announcing the closing. Exhibit 99.1 now contains an unaudited pro forma condensed consolidated balance sheet as of September 30, 2025 and an unaudited pro forma condensed consolidated statement of income for the fiscal year ended September 30, 2025, reflecting the impact of the completed divestiture.

Matthews International Corp reported that one of its directors acquired 400 deferred stock units on December 15, 2025 under the company’s Amended and Restated 2019 Director Fee Plan. Each deferred stock unit is the economic equivalent of one share of Class A common stock and will be settled in shares according to the director’s deferral election or the plan’s terms.

The 400 units were issued as dividend equivalent rights, reflecting dividends on underlying shares. After this grant, the director beneficially owns a total of 33,935 deferred stock units tied to the company’s Class A common stock.

Matthews International Corp (MATW) reported an insider equity transaction by its President and CEO, who is also a director. On November 20, 2025, performance-based restricted share units vested and converted into 90,000 shares of Class A common stock at an exercise price of $0, increasing his directly held stake. On the same date, 39,141 shares of Class A common stock were sold to the company at $25.10 per share to cover tax withholding on the vesting. After these transactions, the reporting person beneficially owned 635,812 shares of Class A common stock directly.

Matthews International Corporation (MATW) reported an insider equity transaction by its Chief Information Officer. On November 20, 2025, performance-based restricted share units vested and converted into 3,600 shares of Class A common stock at an effective price of $0, increasing the officer’s direct holdings. On the same date, 1,566 shares of Class A common stock were surrendered to the company at $25.10 per share to cover tax withholding related to this vesting. Following these transactions, the officer directly owned 20,003 shares of Class A common stock.

Matthews International (MATW) executive EVP, Group President Memorial reported routine equity activity in company stock. On November 20, 2025, performance-based restricted share units vested and converted into 13,800 shares of Class A common stock at an exercise price of $0, reflecting a 200% payout on a return-on-invested-capital award. On the same date, 6,002 shares were sold back to the company at $25.10 per share to cover tax withholding related to the vesting. After these transactions, the insider directly beneficially owned 111,942 shares of Class A common stock. The related restricted share unit award shown in the derivative table now has a remaining balance of zero.