Minerals Technologies prices $400M notes at 7.5%

MTX intends to use the note proceeds and cash on hand to redeem all outstanding 5.000% notes due 2028 and pay related transaction expenses.

Rhea-AI Filing Summary

Minerals Technologies Inc. (MTX) announced pricing of a private offering of $400 million aggregate principal amount of 7.500% senior notes due 2032, at an initial offering price of 100.000% of principal. The offering is expected to close October 13, 2026, subject to customary closing conditions. MTX intends to use net proceeds, together with cash on hand, to redeem all outstanding 5.000% senior notes due 2028 and pay transaction fees and expenses related to the offering and the concurrent revolving credit facility amendment and extension.

MTX also expects to amend its credit agreement to increase the revolving credit facility to $500.0 million and extend its maturity to the earlier of the fifth anniversary of the amendment’s effectiveness and 91 days before the stated maturity of the $575.0 million senior secured term loans. The maturity provision includes an exception if, as of that 91-day point, amounts above $50.0 million of the term loans have been refinanced with permitted debt maturing later than 90 days after the term loans’ scheduled maturity, or discharged or repaid subject to the stated restrictions. MTX has commitments for the full contemplated amendment, subject to satisfactory documentation and other conditions; the amendment remains subject to market and other conditions, and the offering’s closing is not conditioned on it.

Filing Explained

The priced notes are expected to close October 13; if issued, they will also be guaranteed by MTX’s wholly owned domestic subsidiaries that are already obligors or guarantors under its secured facilities or certain other debt.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Senior notes offering: $400 million aggregate principal amount Interest rate: 7.500% Initial offering price: 100.000% of principal amount +5 more

8 metrics

Senior notes offering $400 million aggregate principal amount Private offering of notes due 2032

Interest rate 7.500% Senior notes due 2032

Initial offering price 100.000% of principal amount Price to investors

Expected offering closing October 13, 2026 Subject to customary closing conditions

Revolving credit facility $500.0 million Contemplated size under the credit agreement amendment

Senior secured term loans $575.0 million Under the credit agreement

Existing notes interest rate 5.000% Senior notes due 2028 that MTX intends to redeem

Term-loan amount in maturity exception $50.0 million The stated exception concerns term-loan amounts in excess of this figure

Key Terms

aggregate principal amount, revolving credit facility, senior secured term loans, Regulation S

4 terms

aggregate principal amount financial

"Offering of $400 million aggregate principal amount"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

revolving credit facility financial

"increase the size of the revolving credit facility to $500.0 million"

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.

senior secured term loans financial

"$575.0 million of senior secured term loans"

A senior secured term loan is a long‑term bank-style loan that a company must repay on a set schedule and that is backed by specific assets as collateral; “senior” means it gets paid before other debts if the borrower runs into trouble. For investors, these loans matter because their collateral and priority typically reduce the risk of loss compared with unsecured or junior debt, while the fixed repayment plan and contract terms influence a company’s cash flow, interest burden and financial flexibility—think of it like a mortgage on a business asset that lenders can claim first if payments stop.

Regulation S regulatory

"in reliance on Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the terms of MTX's 2032 senior notes?

MTX priced $400 million aggregate principal amount of 7.500% senior notes due 2032 at an initial offering price of 100.000% of principal. The offering is expected to close October 13, 2026, subject to customary closing conditions.

How would MTX's planned revolving credit amendment change the facility?

MTX expects the amendment to increase the revolving credit facility to $500.0 million. Its maturity would be the earlier of the fifth anniversary of the amendment’s effectiveness and 91 days before the stated maturity of the $575.0 million senior secured term loans, subject to the stated refinancing and repayment exception. Commitments for the full contemplated amendment are subject to satisfactory documentation and other conditions.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/02/2026 - 04:23 PM Accepted by SEC EDGAR 10/02/2026 - 04:23 PM Learn about SEC filing dates

false 0000891014 0000891014 2026-10-01 2026-10-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): October 1, 2026

MINERALS TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Delaware		001-11430		25-1190717
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)
622 Third Avenue, New York, NY				10017-6707
(Address of principal executive offices)				(Zip code)
		(212) 878-1800
		(Registrant’s telephone number, including area code)

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		MTX		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).

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 8.01. Other Events.

Pricing of Notes Offering

On October 1, 2026, Minerals Technologies Inc. (the “Company”) issued a press release announcing the pricing of the previously announced private offering (the “Offering”) of $400 million aggregate principal amount of its 7.500% senior notes due 2032 (the “Notes”) in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Offering is expected to close on October 13, 2026, subject to customary closing conditions.

In connection with the Offering, the Company expects to amend its credit agreement (the “Credit Agreement Amendment”) to, among other things, increase the size of the revolving credit facility to $500.0 million and extend the maturity date of the revolving credit facility to the earlier of (i) the fifth anniversary of the effectiveness of the Credit Agreement Amendment and (ii) 91 days prior to the stated maturity date of the $575.0 million of senior secured term loans under the credit agreement (the “Term Loans”), unless as of such 91st day, all amounts in excess of $50.0 million of the Term Loans have been either (a) refinanced with indebtedness permitted under the credit agreement maturing later than 90 days after the scheduled maturity date of the Term Loans or (b) discharged or repaid (other than with the proceeds of any indebtedness maturing earlier than 91 days after the scheduled maturity date of the revolving credit facility). As of the date of this current report on Form 8-K, the Company has commitments for the full amount of the contemplated Credit Agreement Amendment. Commitments received to date are subject to satisfactory documentation and certain other conditions. The closing of this Offering is not conditioned on the closing of the Credit Agreement Amendment. The Credit Agreement Amendment is subject to market and other conditions and there can be no assurance as to whether or when the Credit Agreement Amendment may be completed on the contemplated terms, if at all.

The Notes and the related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

This current report does not constitute an offer to sell or a solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This current report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Offering and the intended use of the proceeds thereof. Forward-looking statements provide current expectations and forecasts of future events such as new products, revenues, and financial performance, and are not limited to describing historical or current facts. They can be identified by the use of words such as “outlook,” “forecast,” “believes,” “expects,” “plans,” “intends,” “anticipates,” and other words and phrases of similar meaning. Forward-looking statements are necessarily based on assumptions, estimates, and limited information available at the time they are made. A broad variety of risks and uncertainties, both known and unknown, as well as the inaccuracy of assumptions and estimates, can affect the realization of the expectations or forecasts in these statements. Many of these risks and uncertainties are difficult to predict or are beyond the Company’s control. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially. Significant factors that could affect the expectations and forecasts include worldwide general economic, business, and industry conditions; the cyclicality of our customers’ businesses and their changing regional demands; our ability to compete in very competitive industries; consolidation in customer industries, principally paper, foundry, and steel; our ability to renew or extend long term sales contracts for our satellite operations; our ability to generate cash to service our debt; our ability to comply with the covenants in the agreements governing our debt; our ability to effectively achieve and implement our growth initiatives or consummate the transactions described in the statements; our ability to successfully develop new products; our ability to defend our intellectual property; the increased risks of doing business abroad including with respect to changes in tariffs; the availability of raw materials and access to ore reserves at our mining operations, or increases in costs of raw materials, energy, or shipping; compliance with or changes to regulation in the areas of environmental, health, and safety, and tax; risks and uncertainties related to the voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code filed by our subsidiaries BMI OldCo Inc. (f/k/a Barretts Minerals Inc.) and Barretts Ventures Texas LLC; claims for legal, environmental, and tax matters or product stewardship issues; operating risks and capacity limitations affecting our production facilities; seasonality of some of our businesses; cybersecurity and other threats relating to our information technology systems; and other risk factors and cautionary statements in our 2025 Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other reports filed with the Securities and Exchange Commission. The forward-looking statements contained in this current report speak only as of the date of this current report. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. The Company may not consummate the Offering and, if the Offering is consummated, the Company cannot provide any assurances regarding the final terms of the Offering.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated October 1, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DATED: October 2, 2026	Minerals Technologies Inc.
	(Registrant)
	By:	/s/ Timothy J. Jordan
		Name:	Timothy J. Jordan
		Title:	Vice President, General Counsel, Secretary and Chief Compliance Officer

Exhibit 99.1

News Release

Minerals Technologies Inc. Announces Pricing of Private Offering of $400 Million of Senior Notes

NEW YORK, Oct. 1, 2026 (GLOBE NEWSWIRE) -- Minerals Technologies Inc. (NYSE: MTX) (“MTI”), a leading, technology-driven specialty minerals company, today announced the pricing of the previously announced private offering (the “Offering”) of $400 million aggregate principal amount of its 7.500% senior notes due 2032 (the “Notes”). The initial offering price to investors will be 100.000% of the principal amount thereof. The Notes will be guaranteed by the Company’s wholly owned domestic restricted subsidiaries that are obligors or guarantors under its senior secured credit facilities or certain other indebtedness. The Offering is expected to close on October 13, 2026, subject to customary closing conditions.

MTI intends to use the net proceeds from the Offering, together with cash on hand, (i) to redeem all of its outstanding 5.000% senior notes due 2028 (the “2028 Notes”) and (ii) to pay transaction fees and expenses related to the Offering and the concurrent amendment and extension of its revolving credit facility. This press release does not constitute a notice of redemption and does not constitute an offer to redeem or purchase, or the solicitation of an offer to sell, any of the 2028 Notes.

The Notes and the guarantees thereof are being offered in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Notes and the guarantees thereof are being offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.

The Notes and the guarantees thereof have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes, nor shall there be any sale of the Notes in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No assurance can be made that the Offering will be consummated on its proposed terms or at all.

FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Offering and the intended use of the proceeds thereof. Forward-looking statements provide current expectations and forecasts of future events such as new products, revenues, and financial performance, and are not limited to describing historical or current facts. They can be identified by the use of words such as “outlook,” “forecast,” “believes,” “expects,” “plans,” “intends,” “anticipates,” and other words and phrases of similar meaning. Forward-looking statements are necessarily based on assumptions, estimates, and limited information available at the time they are made. A broad variety of risks and uncertainties, both known and unknown, as well as the inaccuracy of assumptions and estimates, can affect the realization of the expectations or forecasts in these statements. Many of these risks and uncertainties are difficult to predict or are beyond the Company’s control. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially. Significant factors that could affect the expectations and forecasts include worldwide general economic, business, and industry conditions; the cyclicality of our customers’ businesses and their changing regional demands; our ability to compete in very competitive industries; consolidation in customer industries, principally paper, foundry, and steel; our ability to renew or extend long term sales contracts for our satellite operations; our ability to generate cash to service our debt; our ability to comply with the covenants in the agreements governing our debt; our ability to effectively achieve and implement our growth initiatives or consummate the transactions described in the statements; our ability to successfully develop new products; our ability to defend our intellectual property; the increased risks of doing business abroad including with respect to changes in tariffs; the availability of raw materials and access to ore reserves at our mining operations, or increases in costs of raw materials, energy, or shipping; compliance with or changes to regulation in the areas of environmental, health, and safety, and tax; risks and uncertainties related to the voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code filed by our subsidiaries BMI OldCo Inc. (f/k/a Barretts Minerals Inc.) and Barretts Ventures Texas LLC; claims for legal, environmental, and tax matters or product stewardship issues; operating risks and capacity limitations affecting our production facilities; seasonality of some of our businesses; cybersecurity and other threats relating to our information technology systems; and other risk factors and cautionary statements in our 2025 Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other reports filed with the Securities and Exchange Commission. The forward-looking statements contained in this press release speak only as of the date of this press release. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. The Company may not consummate the Offering and, if the Offering is consummated, the Company cannot provide any assurances regarding the final terms of the Offering or its ability to effectively apply the net proceeds as described above.

About Minerals Technologies Inc.

Minerals Technologies Inc. (NYSE: MTX) is a global, technology-driven specialty minerals company that sources, manufactures, sells, and distributes a wide range of minerals and mineral-based products and services. We utilize our global mineral reserves, combined with our core technologies and applications, to deliver innovative products that are an essential part of everyday life. We serve customers in consumer and industrial markets worldwide, and have 4,000 employees in 34 countries.

Investor Relations Contact

Lydia Kopylova

lydia.kopylova@mineralstech.com

Media Contact

Stephanie Heise

stephanie.heise@mineralstech.com

###

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99 PRESS RELEASE 11.3 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB