Matthews International (NASDAQ: MATW) revises revolver, boosts term loan

Rhea-AI Filing Summary

Matthews International Corporation amended its main credit agreement, changing the size and structure of its bank debt. The revolving credit facility is reduced to $700 million from $750 million, with further reductions tied to selected business sales, joint venture dividends, and certain asset sale proceeds.

The Eighth Amendment increases the term loan facility to $150 million, with eleven quarterly installments of $1,875,000 starting July 1, 2026 and a final balloon payment of $129,375,000 at maturity. The term loan maturity date is extended to January 31, 2029.

The company must meet specified minimum Interest Coverage Ratios ranging from 2.50x to 3.00x over defined quarters, and the definition of EBIT is revised to add back 50% of certain Propelis Joint Venture cash dividends or distributions. Other key loan terms, including interest rate mechanics and the Leverage Ratio, remain in place.

Insights

Credit and capital structure analyst

Debt mix shifts toward term loans while covenants tighten modestly.

Matthews International is rebalancing its bank financing by trimming revolving capacity to $700 million and lifting term loans to $150 million. This moves part of its borrowing into a more scheduled repayment profile, with quarterly amortization and a large final payment due on January 31, 2029.

The covenant package keeps leverage tests but refines the Interest Coverage Ratio, requiring at least 2.50x to 3.00x over specified quarters. The amended EBIT definition, which adds back 50% of certain Propelis joint venture cash dividends, can support compliance by modestly boosting the metric used in leverage calculations.

The reduced revolver and mandatory prepayment triggers tied to asset sales, joint venture dividends, and other dispositions may gradually shrink available liquidity as assets are monetized. Actual impact will depend on future borrowing levels, cash flows, and any incremental facility increases of up to $250 million the company elects to request under the agreement.

MATTHEWS INTERNATIONAL CORP false 0000063296 0000063296 2026-02-11 2026-02-11

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): February 11, 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 February 11, 2026, Matthews International Corporation (the “Company”) entered into an Eighth Amendment (the “Eighth 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”).

Pursuant to the Eighth Amendment, the aggregate principal amount available under the revolving credit facility is reduced to $700 million from $750 million. The Eighth Amendment provides that the aggregate amount available under the revolving credit facility will be reduced in the event of the sale or other disposition of certain businesses, in each case by $50 million. In such event, the Company is required to make certain mandatory prepayments in connection with the related reduction. The aggregate amount available under the revolving credit facility will also be reduced in connection with the Company’s mandatory prepayment of funds received from (a) certain dividends or distributions pursuant to joint ventures or (b) net cash proceeds from certain asset sales by the Company and/or any of its subsidiaries in excess of $25 million in any fiscal year, as more fully set forth in the Eighth Amendment.

The Credit Agreement continues to allow the Company to request increases under the revolving credit facility and/or add term loans, but under the Eighth Amendment, the aggregate additional increases available for request under the Credit Facility is amended not to exceed $250 million. The Eighth Amendment further provides for the increase of the aggregate principal amount available under the term loan facility to $150 million. Repayments under the term loan shall be made in eleven (11) installments of $1,875,000, commencing on July 1, 2026 and thereafter on each October 1, January 1, April 1, and July 1 of each calendar year, in each case, plus accrued interest, with the final installment of the remaining principal balance of $129,375,000 (or such lesser principal amount if any prepayment has occurred) and accrued and unpaid interest due and payable on the term loan maturity date, which, as amended, is extended to January 31, 2029 or such earlier date on which the commitments under the Credit Facility have terminated pursuant to the Credit Agreement.

Pursuant to the Eighth Amendment, the Company has agreed to, among other things, maintain an Interest Coverage Ratio greater than or equal to: (i) 3.00 to 1.00 as of the last day of the quarter ended March 31, 2020 and as of the last day of each fiscal quarter thereafter through and including the fiscal quarter ended December 31, 2025; (ii) 2.50 to 1.00 as of the last day of the quarter ending March 31, 2026; (iii) 2.75 to 1.00 as of the last day of the quarter ending June 30, 2026; and (iv) 3.00 to 1.00 as of the last day of the quarter ending September 30, 2026, and as of the last day of each quarter thereafter, in each case of the foregoing, for the period equal to the four (4) consecutive quarters then ending, as more fully set forth in the Eighth Amendment.

The Eighth Amendment also modifies the definition of “EBIT,” which is a factor in calculating the Company’s Leverage Ratio (as defined in the Credit Agreement), to increase EBIT by 50% of the amount of any cash dividends or distributions paid to the Company during any applicable period of determination with respect to the Propelis Joint Venture (as defined in the Credit Agreement), subject to certain limitations set forth in the Credit Agreement. The Credit Agreement was further modified to remove or update references to subsidiaries and related terms for which the Company has disposed of the entities or assets thereof, as applicable, along with references to offerings of notes and related terms for which the applicable securities the Company has redeemed.

Except as set forth in the Eighth Amendment, all other material terms of the Credit Agreement, including, but not limited to, the rate at which borrowings under the Credit Facility bear interest and the Company’s Leverage Ratio, remain unchanged and continue in full force and effect.

The foregoing summaries of the Eighth 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 Eighth 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 items 1.01 above is incorporated by reference into this Item 2.03.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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

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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: February 17, 2026

3

FAQ

What did Matthews International (MATW) change in its revolving credit facility?

Matthews International reduced its revolving credit facility to $700 million. The available amount was cut from $750 million, and it can be lowered further after certain business sales, specified asset sales, or joint venture dividends, each of which triggers mandatory prepayments and related commitment reductions.

How was the term loan under Matthews International (MATW) credit agreement revised?

The term loan facility was increased to $150 million. Repayments will occur in eleven installments of $1,875,000 starting July 1, 2026, plus a final $129,375,000 principal payment with accrued interest due at the amended maturity date of January 31, 2029.

What new interest coverage requirements apply to Matthews International (MATW)?

The amendment sets specific minimum Interest Coverage Ratios. The company must maintain at least 2.50x to 3.00x coverage at various quarter-ends between March 31, 2026 and September 30, 2026, and 3.00x for each quarter thereafter, measured over the prior four consecutive quarters.

How did the definition of EBIT change for Matthews International (MATW) under the credit agreement?

EBIT now includes a partial add-back for certain joint venture dividends. The amended definition increases EBIT by 50% of cash dividends or distributions paid to the company from the Propelis Joint Venture during the measurement period, subject to limitations described in the underlying credit documentation.

When does Matthews International (MATW) term loan now mature?

The term loan maturity date was extended to January 31, 2029. Until that date, Matthews will make eleven quarterly principal payments of $1,875,000, with the remaining principal balance and any accrued, unpaid interest due at maturity, unless commitments terminate earlier under the agreement.

Can Matthews International (MATW) still increase its total borrowing capacity under the credit facility?

The company may request additional capacity up to $250 million. The amended agreement continues to permit incremental increases to the revolving facility and/or new term loans, but caps the aggregate additional increases available for request under the credit facility at $250 million.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 815.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.5 KB