Matthews International trims credit line to $650M

MATW amends its credit agreement to adjust leverage covenants, cut revolver capacity, and eliminate a foreign borrowing facility following recent divestitures.

Rhea-AI Filing Summary

MATTHEWS INTERNATIONAL CORPORATION (MATW) entered into a Ninth Amendment to its Third Amended and Restated Loan and Security Agreement, aligning its credit facility with recent divestitures and introducing a defined Covenant Relief Period through December 31, 2027.

During this period, the company must maintain a maximum Leverage Ratio of 5.25:1.00 for the quarters ending September 30, 2026 through June 30, 2027, 5.00:1.00 for the quarter ending September 30, 2027, and 4.75:1.00 for the quarter ending December 31, 2027, after which the required Leverage Ratio reverts to 4.50:1.00. The amendment excludes the company’s 40% interest in the Propelis Joint Venture from the Leverage Ratio calculation, reduces the revolving credit facility from $700 million to $650 million, and eliminates an unutilized foreign borrowing facility by reducing the foreign borrower sublimit from $350 million to $0, releasing Matthews Europe GmbH as a Foreign Borrower.

Filing Explained

The September 1 amendment changes borrowing capacity, and any Propelis disposition would lower the applicable leverage ceiling by 0.50.

The company entered into the Ninth Amendment on September 1, 2026; the disclosed $650 million revolving limit and $0 foreign-borrower limit are borrowing ceilings, not reported debt repayments.

The filing states that, if the Propelis Joint Venture is sold or otherwise disposed of, the then-applicable required Leverage Ratio will be reduced by 0.50, creating a lower permitted leverage threshold at that point.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Revolving credit facility capacity: $650 million Prior revolving credit facility capacity: $700 million Foreign borrower sublimit after amendment: $0 +5 more

8 metrics

Revolving credit facility capacity $650 million Aggregate principal amount available after Ninth Amendment, reduced from $700 million

Prior revolving credit facility capacity $700 million Aggregate principal amount available before Ninth Amendment

Foreign borrower sublimit after amendment $0 Aggregate amount of revolving loans and letters of credit for all Foreign Borrowers, reduced from $350 million

Former foreign borrower sublimit $350 million Maximum aggregate for revolving loans and letters of credit to Foreign Borrowers before reduction

Maximum Leverage Ratio early in Covenant Relief Period 5.25:1.00 Applies for quarters ending September 30, 2026 through June 30, 2027

Maximum Leverage Ratio at end of Covenant Relief Period 4.75:1.00 Applies for the quarter ending December 31, 2027

Leverage Ratio after Covenant Relief Period 4.50:1.00 Applies for the quarter ending immediately after termination of Covenant Relief Period and thereafter

Propelis Joint Venture interest 40% Company’s interest excluded from Leverage Ratio calculation under amended terms

Key Terms

Covenant Relief Period, Leverage Ratio, EBITDA, revolving credit facility, +1 more

5 terms

Covenant Relief Period financial

"the parties agreed to a “Covenant Relief Period,” which has the effect"

A covenant relief period is a temporary pause or loosening of the rules a borrower agreed to follow under a loan or credit agreement, such as targets for debt levels or cash flow. For investors it matters because this short-term waiver can reduce the immediate risk of default—like a short grace period on a borrowed tool—but can also signal that the borrower is under stress and that lenders may demand tougher terms or restructuring later.

Leverage Ratio financial

"exclusion of the Company’s 40% interest in the Propelis Joint Venture from the calculation of Leverage Ratio"

Leverage ratio measures how much a company relies on borrowed money compared with its own funds or assets, typically expressed as debt relative to equity or total assets. Like a homeowner with a mortgage, higher leverage can amplify returns when business is strong but also raises the chance of big losses or default if revenue falls, so investors use it to judge financial risk and resilience.

EBITDA financial

"increasing the amount of indebtedness the Company may carry in proportion to EBITDA"

EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.

revolving credit facility financial

"the aggregate principal amount available under the revolving credit facility is reduced"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

Foreign Borrower financial

"from any rights, obligations, or liabilities as a “Foreign Borrower” under the Credit Agreement"

FAQ

What did MATW change in its credit agreement in the Ninth Amendment?

MATW entered into a Ninth Amendment to its credit agreement, creating a Covenant Relief Period, adjusting maximum Leverage Ratio levels through December 31, 2027, excluding its 40% Propelis Joint Venture interest from that calculation, and modifying borrowing capacity, including the revolver and foreign borrowing facility.

How does the Ninth Amendment affect MATW’s revolving credit facility size?

The aggregate principal amount available under MATW’s revolving credit facility was reduced from $700 million to $650 million under the Ninth Amendment, while other material terms of the credit agreement remain in effect as previously agreed.

What leverage ratio covenants now apply to MATW during the Covenant Relief Period?

MATW must maintain a maximum Leverage Ratio of 5.25:1.00 through the quarters ending June 30, 2027, 5.00:1.00 for the quarter ending September 30, 2027, and 4.75:1.00 for the quarter ending December 31, 2027, calculated as defined in the credit agreement.

What happens to MATW’s leverage covenant after the Covenant Relief Period ends?

After the Covenant Relief Period ends, MATW’s required maximum Leverage Ratio reverts to 4.50:1.00 for the quarter immediately following termination and for each quarter thereafter, with a 0.50 reduction to the then-applicable requirement effective upon any sale or disposition of the Propelis Joint Venture.

How were MATW’s foreign borrowing arrangements changed by the amendment?

Effective immediately with the Ninth Amendment, Matthews Europe GmbH was released as a Foreign Borrower, and the aggregate amount of revolving loans and letters of credit for all Foreign Borrowers was reduced from $350 million to $0, effectively eliminating the foreign borrowing facility.

How is MATW’s interest in the Propelis Joint Venture treated under the amended credit terms?

The amendment excludes MATW’s 40% interest in the Propelis Joint Venture from the Leverage Ratio calculation and provides that, upon a sale or other disposition of this joint venture interest, the then-applicable maximum required Leverage Ratio will be reduced by 0.50.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/04/2026 - 05:00 PM Accepted by SEC EDGAR 09/04/2026 - 04:59 PM Learn about SEC filing dates

MATTHEWS INTERNATIONAL CORP false 0000063296 0000063296 2026-09-01 2026-09-01

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

Date of Report (Date of earliest event reported): September 1, 2026

MATTHEWS INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania		0-09115		25-0644320
(State or other jurisdiction of Incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

Two Northshore Center, Pittsburgh, PA 15212-5851

(Address of principal executive offices) (Zip Code)

(412) 442-8200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, 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 (see General Instruction A.2. below):

☐ 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		Name of each exchange on which registered
Class A Common Stock, $1.00 par value		MATW		Nasdaq Global Select Market

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).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On September 1, 2026, Matthews International Corporation (the “Company”) entered into a Ninth Amendment (the “Ninth Amendment”) to the Third Amended and Restated Loan and Security Agreement (as amended, the “Credit Agreement”) by and among the Company and the banks party thereto (the “Credit Facility”). The general purpose of the Ninth Amendment is to align the terms of the Credit Agreement with the structure of the Company after recent divestitures, including (i) the exclusion of the Company’s 40% interest in the Propelis Joint Venture (as defined in the Credit Agreement) from the calculation of Leverage Ratio (as defined in the Credit Agreement), (ii) reduction of borrowing capacity and (iii) elimination of an unutilized foreign borrowing facility.

Pursuant to the Ninth Amendment, the parties agreed to a “Covenant Relief Period,” which has the effect of excluding the Company’s interest in the Propelis Joint Venture by increasing the amount of indebtedness the Company may carry in proportion to EBITDA (as defined in the Credit Agreement). The Covenant Relief Period commences on the closing date of the Ninth Amendment through December 31, 2027, unless such Covenant Relief Period is earlier terminated by the Company pursuant to the terms of the Credit Agreement. During the Covenant Relief Period, the Company has agreed to maintain a Leverage Ratio, as of the end of the applicable quarter, for the period equal to the four consecutive quarters then ending, less than or equal to: 5.25 to 1.00 for each of the quarters ending September 30, 2026, December 31, 2026, March 31, 2027, and June 30, 2027, respectively; (ii) 5.00 to 1.00 for the quarter ending September 30, 2027; and (iii) 4.75 to 1.00 for the quarter ending December 31, 2027. Upon the termination of the Covenant Relief Period, the Leverage Ratio will be 4.50 to 1.00 as of the end of the quarter ending immediately following the date on which the Covenant Relief Period has terminated and as of the end of each quarter thereafter; provided, however, effective upon the sale or other disposition of the Propelis Joint Venture, if any, the then-applicable required Leverage Ratio will be reduced by 0.50.

Pursuant to the Ninth Amendment, the aggregate principal amount available under the revolving credit facility is reduced to $650 million from $700 million. In addition, immediately upon the effectiveness of the Ninth Amendment, Matthews Europe GmbH was released and discharged from the terms and conditions of the Credit Agreement and each applicable note issued thereunder and from any rights, obligations, or liabilities as a “Foreign Borrower” under the Credit Agreement. In connection with such change, the aggregate amount of revolving credit loans made to and letters of credit outstanding issued for the account of all Foreign Borrowers will not exceed $0.00, reduced from $350 million.

Except as set forth in the Ninth Amendment, all other material terms of the Credit Agreement remain unchanged and continue in full force and effect.

The foregoing summaries of the Ninth Amendment, the Credit Agreement and the Credit Facility are not complete and are qualified in their entirety by reference to the full text of the Ninth Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

1

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Ninth Amendment to Third Amended and Restated Loan Agreement.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

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.

MATTHEWS INTERNATIONAL CORPORATION
(Registrant)
By:		/s/ Daniel E. Stopar
		Daniel E. Stopar
		Chief Financial Officer and Treasurer

Date: September 4, 2026

3

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 796.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.5 KB