Matthews International Corp 8-K Filings

Matthews International Corporation appointed Michael J. Whitehead, age 52, as President and Chief Executive Officer and as a director, effective August 31, 2026, succeeding retiring CEO Joseph C. Bartolacci. The Board’s decision follows a comprehensive succession process and reflects Mr. Whitehead’s prior leadership roles at Lincoln Electric Holdings, Inc.

Under an offer letter dated August 5, 2026, Mr. Whitehead will receive a $1,000,000 annual base salary, a one-time $300,000 transition cash payment subject to 12‑month clawback, target annual bonus opportunity at 100% of salary (0–200% range), and fiscal 2027 long-term equity awards with grant date values of $3,675,000 plus a one-time $1,600,000 restricted stock unit grant. If terminated without cause, he is eligible for 24 months of base salary continuation, target-level bonus, and continued vesting treatment for equity awards, subject to a release of claims.

Matthews International Corporation reported weaker results for the third quarter of fiscal 2026 as portfolio changes and Industrial Technologies challenges weighed on earnings. Sales were $246.0 million, down 29.6% from $349.4 million a year earlier. The company posted a net loss of $23.7 million, or -$0.75 per diluted share, versus net income of $15.4 million, or $0.49 per share. Non‑GAAP adjusted EPS was $0.06, down from $0.28, and adjusted EBITDA declined to $35.0 million from $44.6 million. For the first nine months, sales fell to $789.4 million from $1,178.8 million and adjusted EBITDA to $115.0 million from $136.0 million.

Memorialization grew sales modestly to $208.1 million with relatively stable adjusted EBITDA, helped by the Dodge acquisition but pressured by lower casket and memorial volumes and higher input costs. Industrial Technologies sales dropped to $38.0 million and adjusted EBITDA to -$5.4 million, reflecting divestitures, delays in energy storage projects and an engineering restructuring expected to deliver $10 million in annual savings at a similar total cost. Brand Solutions now contributes mainly through the Propelis equity‑method investment, with $9.7 million of adjusted EBITDA in the quarter.

Management reduced full‑year adjusted EBITDA guidance to $158–$162 million (including its estimated 40% share of Propelis adjusted EBITDA and preferred equity income), citing delayed energy‑storage revenue, litigation‑related impacts in engineering and slower‑than‑planned Propelis synergies. Debt reduction remains a focus: total debt has been cut by $144 million in fiscal 2026 to $567.3 million, supported by a $25 million Propelis preferred equity redemption. Net debt was $529.7 million at June 30, 2026; operating cash flow for the year to date was a use of $69.5 million, while investing activities provided $267.4 million, largely from divestitures.

Matthews International Corporation announced that President and Chief Executive Officer Joseph C. Bartolacci has decided to retire from his roles and resign from the Board. He will remain President, CEO and a director until a successor is duly appointed and begins service, and will support the transition at least through January 1, 2027. The Board has launched a succession process and affirmed there is no dispute or disagreement underlying his decision.

Bartolacci will receive his prorated annual salary and a prorated FY 2027 bonus at target level, and will continue to participate in employee benefit plans through the Retirement Date. He joined in 1997, became CEO in 2006, oversaw more than 60 acquisitions, and guided revenue from about $700 million to a business approaching $2 billion. The company operates through Industrial Technologies and Memorialization segments, with about 4,300 employees across 15 countries on four continents.

Matthews International Corporation reported that its Board of Directors declared a quarterly cash dividend of $0.255 per share on its Class A common stock. The dividend is payable on August 24, 2026 to stockholders of record as of August 10, 2026.

The company operates through two core global businesses: Industrial Technologies, focused on precision technologies and intelligent processes, and Memorialization, which provides memorials, caskets, and cremation and incineration equipment. Matthews International also holds a significant investment in Propelis, a brand solutions business, and has over 4,300 employees across 15 countries.

Matthews International Corporation reported fiscal 2026 second-quarter sales of $258.6 million, down 39.5% from a year earlier, mainly due to divestitures of SGK, warehouse automation and European packaging businesses. The company recorded a GAAP diluted loss per share of $(0.69) versus $(0.29) last year, driven by a $16.3 million loss on debt extinguishment and other unusual items.

Non-GAAP results were steadier: adjusted earnings per share rose to $0.37 from $0.34, and adjusted EBITDA was $44.7 million versus $51.4 million. Memorialization grew sales to $215.3 million with higher adjusted EBITDA, helped by the accretive acquisition of The Dodge Company and pricing actions. Industrial Technologies saw lower sales and negative adjusted EBITDA, reflecting divestitures and weakness in engineering and energy storage.

The company benefited from lower interest expense after redeeming $300 million of 8.625% notes and cut total debt to $579.2 million at March 31, 2026. Matthews’ 40% Propelis joint venture contributed an estimated $9.5 million of adjusted EBITDA in the quarter. Management maintained its full-year fiscal 2026 adjusted EBITDA outlook of $180 million, including the Propelis share.

Matthews International Corporation announced that its Board of Directors declared a quarterly dividend of $0.255 per share on its common stock. The dividend will be paid on May 25, 2026 to stockholders of record as of May 11, 2026.

The company operates through two main global businesses: Industrial Technologies, which focuses on precision technologies and intelligent processes, and Memorialization, which provides memorials, caskets, and cremation and incineration equipment to cemetery and funeral home customers.

Matthews International Corporation entered into an Employment and Transition Agreement with Steven D. Gackenbach, Group President, Memorialization. He will remain in this full-time role through September 30, 2026, then serve as Senior Advisor on a part-time basis from October 1, 2026 through January 2, 2028.

During the current period, Mr. Gackenbach receives an annual base salary of $562,500, which will be reduced by 50% when he moves to the Advisor Period. His annual bonus target is set at 60% of base salary both before and during the Advisor Period, and he remains eligible for restricted stock unit awards and standard employee benefits. The agreement includes change-in-control payments and customary terms on termination, confidentiality, non-solicitation, non-competition, and non-disparagement.

Matthews International Corporation filed an 8-K after an arbitrator issued an interim decision on February 13, 2026 in its dispute with Tesla over dry battery electrode ("DBE") technology. The arbitrator reaffirmed Matthews’ right to develop, produce, market and sell its proprietary DBE solutions to third parties and denied Tesla’s requests for broad injunctive relief against those activities.

The interim decision instead imposed a narrow injunction preventing Matthews from using certain parts in DBE machines, but Matthews already has replacement parts and does not expect this to materially impede its operations or sales. The ruling is described as providing important clarity for Matthews and its customers going forward and supports continued sales of DBE equipment, including its next-generation multi-roll calendering machine, underpinned by multiple foundational DBE patents.

Matthews International Corporation reported the results of its 2026 annual meeting of shareholders. Holders of 26,521,762 of 31,126,081 eligible shares of Class A common stock, about 85.2%, were represented, establishing a strong quorum.

Shareholders approved adding 250,000 shares of Class A common stock to the Second Amended and Restated 2019 Director Fee Plan, bringing the total authorized under the plan to 550,000 shares. They also re-elected Thomas A. Gebhardt, Aleta W. Richards, David A. Schawk, and Francis S. Wlodarczyk to the board.

Investors approved Amended and Restated Articles of Incorporation that declassify the board over three years starting with the 2028 annual meeting, adopt a majority of votes cast standard in uncontested director elections, and remove certain supermajority voting requirements. The amended articles became effective upon filing on February 19, 2026, and the board selected J. Michael Nauman as its new chairman.

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.

Matthews International Corporation filed a current report to share information about its earnings for the first fiscal quarter of 2026. The company issued a press release, provided as Exhibit 99.1, announcing these quarterly results.

The company also posted an earnings teleconference presentation with selected first-quarter 2026 financial results on its investor website, and furnished this presentation as Exhibit 99.2. Matthews states that this information is furnished, not filed, so it is not automatically subject to certain Exchange Act liabilities or incorporated into other securities filings unless specifically referenced.

Matthews International Corporation declared a regular quarterly cash dividend of $0.255 per share on its common stock. This dividend will be paid on February 23, 2026 to stockholders who are on record as of February 9, 2026. The company announced this dividend through a press release attached as an exhibit.

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 Corporation reported that it has released its earnings information for the fourth quarter and fiscal year ended September 30, 2025. On November 20, 2025, the company issued a press release detailing these results, which is included as Exhibit 99.1.

Matthews also posted an earnings teleconference presentation on its investor relations website, covering selected financial results for the same period; this presentation is furnished as Exhibit 99.2. Both documents are provided as supplemental information and are furnished rather than filed under securities law provisions.

Matthews International Corporation announced a regular quarterly cash dividend on its Class A common stock. The board declared a dividend of $0.255 per share, continuing its practice of returning cash to shareholders.

The dividend will be paid on December 15, 2025 to stockholders who are on the company’s books as of the record date of December 1, 2025. This timing means only investors holding shares by the record date will receive the upcoming payment.

Matthews International Corporation reported a leadership update. The company announced that J. Michael Nauman has been elected to serve as Chairman of the Board of Directors. He is expected to succeed current Chairman Alvaro Garcia-Tunon following the end of Mr. Garcia-Tunon’s term at the 2026 Annual Meeting of Shareholders. The announcement was made through a press release furnished as an exhibit to this report under a Regulation FD disclosure item, meaning it is provided for informational purposes rather than as a filed financial statement.

Matthews International Corporation agreed to sell all equity interests of its wholly owned subsidiary, Matthews Automation Solutions, LLC, to Duravant LLC for approximately $230 million. The consideration includes $223.3 million in cash plus the assumption of certain liabilities, subject to customary post‑closing adjustments tied to cash, debt, transaction expenses, and a net working capital true‑up based on an agreed enterprise value of $230 million.

The deal was unanimously approved by Matthews’ Board and includes customary covenants, a required internal Restructuring, and non‑compete/non‑solicit provisions. Closing conditions include obtaining required approvals under the Hart‑Scott‑Rodino Act, accuracy of representations, completion of the Restructuring, performance of obligations, and no material adverse effect on the business. Either party may terminate if the transaction has not closed by January 31, 2026 (with limited extensions tied to regulatory approvals, not beyond 120 days from signing). The Buyer will obtain representations and warranties insurance.

Matthews International Corporation announced a planned chief financial officer transition. Longtime CFO and Treasurer Steven F. Nicola informed the company on August 18, 2025 that he intends to retire effective December 31, 2025, and the Board acknowledged his many years of service.

The Board appointed Daniel E. Stopar, age 57, as the next Chief Financial Officer and Treasurer, with duties expected to transition to him on December 1, 2025. Stopar has been the company’s Senior Vice President, Operations Controller & Head of Global Business Services since October 2020 and previously served as Vice President, Operations Controller.

Stopar will receive a Board-determined salary aligned with his new role, be eligible for annual and long-term incentive compensation under existing Matthews incentive and equity plans, and participate in standard employee benefit plans and a change-in-control agreement consistent with other executives. The company stated there are no arrangements, family relationships, or related-party transactions tied to his selection. A press release detailing the transition is included as Exhibit 99.1.

Matthews International Corporation (MATW) filed a Form 8-K to disclose a routine capital return action. On 30 Jul 2025 the Board declared a $0.25 quarterly cash dividend on its Class A common stock. The dividend will be paid 25 Aug 2025 to shareholders of record as of 11 Aug 2025. No other material items were reported.