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What changed in Mativ Holdings, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Mativ Holdings, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+251 added−284 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in Mativ Holdings, Inc.'s 2025 10-K

251 paragraphs added · 284 removed · 207 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

76 edited+22 added−31 removed65 unchanged
Biggest changeOur strategy for providing a positive work experience for our employees is integrated into every stage of the employee lifecycle: attract, engage, grow, and reward: • Attract: To build and diversify our talent pipeline, we employ a range of recruitment initiatives, including internship, apprenticeship, and rotational programs. • Engage: We value and actively encourage employee feedback via quarterly town hall meetings hosted by our CEO, our “Getting To Know” webinar and podcast series hosted by alternating business leaders, and routine communications via email and within our intranet, known as Compass. • Grow: Mativ’s MyPath performance and development framework provides resources to salaried employees to develop and grow their skillsets through targeted experiential learning and educational opportunities.
Biggest changeOur strategy for providing a positive work experience for our employees is integrated into every stage of the employee lifecycle: attract, engage, grow, and reward: • Attract: To build and diversify our talent pipeline, we employ a range of recruitment initiatives, including internship, apprenticeship, and rotational programs. • Engage: In 2024, we partnered with an independent third party to launch our first global employee engagement survey.
As a result, the Company became an independent public company. Over time, the Company diversified its portfolio through innovation efforts and a number of acquisitions to broaden its exposure to adjacent categories, such as filtration, specialty films, tapes, and healthcare. On July 6, 2022, Schweitzer-Mauduit International, Inc. ("SWM") completed the merger transaction involving Neenah, Inc. ("Neenah").
As a result, the Company became an independent public company. Over time, the Company diversified its portfolio through innovation efforts and a number of acquisitions to broaden its exposure to adjacent categories, such as filtration, specialty films, tapes, and healthcare. On July 6, 2022, Schweitzer-Mauduit International, Inc. ("SWM") completed a merger transaction involving Neenah, Inc.
Our FAM products are typically leaders in their respective categories and compete against specialty products made by competitors such as Shaoxing Naite Plastics Co. Ltd., 3M Company, Covestro AG, ORAFOL 6 Europe GmbH, Hollingsworth and Vose Company, Ahlstrom Holding 3 Oy. We believe our FAM products compete primarily on product features, innovation, quality and customer service. Seasonality.
Our FAM products are typically leaders in their respective categories and compete against specialty products made by competitors such as Shaoxing Naite Plastics Co. Ltd., 3M Company, Covestro AG, ORAFOL Europe GmbH, Hollingsworth and Vose Company, Ahlstrom Holding 3 Oy. We believe our FAM products compete primarily on product features, innovation, quality and customer service. 6 Seasonality.
We believe we hold leading market positions in many of our core products, having developed unique and specialized capabilities to meet stringent qualification processes for our customers in various end markets. Our strong brand recognition, technologies and trust in the specialty materials industry fosters a loyal customer base. Our product and brands are synonymous with quality, reliability and innovation.
We believe we hold leading market positions in many of our core products, having developed unique and specialized capabilities to meet stringent qualification processes for our customers in various end markets. Our strong brand recognition, technologies and trust in the specialty materials 3 industry fosters a loyal customer base. Our product and brands are synonymous with quality, reliability and innovation.
Product Sustainability: We design our products with a focus on efficiency and quality to ensure they meet the unique demands of their use-phase applications while aligning with the sustainability ambitions of our company and customers. Beyond prioritizing customer needs and business objectives, we aim to create products that deliver enduring value without compromising the health of our environment.
We design our products with a focus on efficiency and quality to ensure they meet the unique demands of their use-phase applications while aligning with the sustainability ambitions of our company and customers. Beyond prioritizing customer needs and business objectives, we aim to create products that deliver enduring value without compromising the health of our environment.
We continue to align our portfolio towards high-growth sectors. We believe this strategic shift towards preferred categories will improve growth trajectory and further establish us as a market leader. Innovation capabilities in material science. We have a culture of innovation that supports co-development of products with our most strategic customers.
We continue to align our portfolio towards high-growth sectors. We believe this strategic shift toward preferred categories will improve growth trajectory and further establish us as a market leader. Innovation capabilities in material science. We have a culture of innovation that supports co-development of products with our most strategic customers.
We have an agile supply chain and manufacturing base that enables us to efficiently produce customized offerings, often in smaller batches, that provide premium quality and unique attributes. We also stretch across layers of the value chain, combining our technologies to provided added value to our products and a more complete solution.
We have an agile supply chain and manufacturing base that enables us to efficiently produce customized offerings, often in smaller batches, that provide premium quality and unique attributes. We also stretch across layers of the value chain, combining our technologies to provide added value to our products and a more complete solution.
However, some of our specialty inputs are supplied by fewer manufacturers and our results could be more materially affected by the loss or disruption of supply of certain specialty resins, mercerized pulp or synthetic fibers from those producers. Paper production uses significant amounts of energy, primarily electricity and natural gas.
However, some of our specialty inputs are supplied by fewer manufacturers and our results could be more 7 materially affected by the loss or disruption of supply of certain specialty resins, mercerized pulp or synthetic fibers from those producers. Paper production uses significant amounts of energy, primarily electricity and natural gas.
Additionally, as we sell closed or other facilities or materially alter operations at a facility, we may be required to perform additional environmental evaluations that could identify items that might require remediation or other 9 action, the nature, extent and cost of which are not presently known.
Additionally, as we sell closed or other facilities or materially alter operations at a facility, we may be required to perform additional environmental evaluations that could identify items that might require remediation or other action, the nature, extent and cost of which are not presently known.
Commodity grade resin prices can sometimes correlate with crude oil prices while specialty resin prices often do not. We also source synthetic fibers such as polyester, and commodity-grade wood pulp and specialty pulps, such as mercerized and flash dried pulp. 7 We have multiple sources for most of our raw material needs.
Commodity grade resin prices can sometimes correlate with crude oil prices while specialty resin prices often do not. We also source synthetic fibers such as polyester, and commodity-grade wood pulp and specialty pulps, such as mercerized and flash dried pulp. We have multiple sources for most of our raw material needs.
Although we are not aware of any environmental conditions at any of our facilities that could have a material adverse effect on our financial condition, results of operations and cash flows, we own facilities that have been operated over the course of many decades.
Although we are not 9 aware of any environmental conditions at any of our facilities that could have a material adverse effect on our financial condition, results of operations and cash flows, we own facilities that have been operated over the course of many decades.
Elwart joined Mativ from Georgia-Pacific, where he most recently served as the Chief Customer Officer for the GP Consumer Products Group from April 2020 to January 2024, and as SVP, Global Sales from September 2014 to April 2020.
Elwart joined Mativ from Georgia-Pacific, where he most recently served as the Chief Customer Officer for the Georgia Pacific Consumer Products Group from April 2020 to January 2024, and as SVP, Global Sales from September 2014 to April 2020.
With established manufacturing facilities in all major economic regions and sales in over 90 countries, we leverage local expertise to understand and meet the unique needs of our clients in each area. Our efficient global distribution network ensures timely delivery of products to customers worldwide and adherence to international trade regulations and standards. Leading market position across multiple verticals.
With established manufacturing facilities in all major economic regions and sales in over 100 countries, we leverage local expertise to understand and meet the unique needs of our clients in each area. Our efficient global distribution network ensures timely delivery of products to customers worldwide and adherence to international trade regulations and standards. Leading market position across multiple verticals.
Our approach to respecting and promoting human rights in our operations and across our value chain is also embodied in both our Code of Conduct and Supplier Code of Conduct and is guided by our Human Rights Policy.
Our approach to respecting and promoting human rights in our operations and across our value chain is also embodied in both our Code of Conduct and Supplier Code of Conduct and is guided by our 11 Human Rights Policy.
We consider these to be a relatively stable energy sources historically; however, the recent geopolitical events in various geographies in Europe and Asia have resulted in more volatile energy prices in Europe. Additional information regarding agreements for the supply of certain raw materials and energy is included in Note 19. Commitments and Contingencies, of the Notes to Consolidated Financial Statements.
We consider these to be a relatively stable energy sources historically; however, the recent geopolitical events in various geographies in Europe and Asia have resulted in more volatile energy prices in Europe. Additional information regarding agreements for the supply of certain raw materials and energy is included in Note 18. Commitments and Contingencies, of the Notes to Consolidated Financial Statements.
Mr. Johnson also served as president of Kimball International's Hospitality business unit and led Kimball International’s environmental, social, and governance ("ESG") activities, which he now leads at the Company. He had prior leadership roles at Newell Brands and was a commercial litigation associate for McGuire Woods, LLP.
Johnson also served as president of Kimball International's Hospitality business unit and led Kimball International’s environmental, social, and governance ("ESG") activities, which he now leads at the Company. He had prior leadership roles at Newell Brands and was a commercial litigation associate for McGuire Woods, LLP. 15
Our sales terms average between 15 and 60 days for payment by our customers, dependent upon the products and market segment served. With respect to our accounts payable, we typically carry approximately 15 to 40 days outstanding, in accordance with our purchasing terms, which vary by business location.
Our sales terms average between 30 and 60 days for payment by our customers, dependent upon the products and market segment served. With respect to our accounts payable, we typically carry approximately 30 to 40 days outstanding, in accordance with our purchasing terms, which vary by business location.
SAS sells its products through a number of channels, including authorized distributors, converters, major retailers, as well as directly to customers and system integrators. For the twelve-month period ended December 31, 2024, SAS comprised approximately 61% of our revenues.
SAS sells its products through a number of channels, including authorized distributors, converters, major retailers, as well as directly to customers and system integrators. For the twelve-month period ended December 31, 2025, SAS comprised approximately 61% of our revenues.
Mativ’s long-term growth ambition is focused on enhancing its position as a global supplier of choice, driving performance by engineering unique, innovative solutions that connect, protect, and purify our world. Fuel our customers’ successes.
Mativ’s long-term growth ambition is focused on enhancing its position as a global specialty materials supplier of choice, driving performance by engineering unique, innovative solutions that connect, protect, and purify our world. Fuel our customers’ successes.
In recognition of our responsibility to understand and mitigate our environmental impact, we incorporate environmental planning and performance auditing into our routine environmental, health and safety (EHS) activities, focusing on the sustainable use of natural resources and the management of emissions, energy, water, and waste.
In recognition of our responsibility to understand and mitigate our environmental impact, we incorporate environmental planning and performance auditing into our routine environmental, health, safety, and sustainability (EHS&S) activities, focusing on the sustainable use of natural resources and the management of emissions, energy, water, and waste.
We believe our ability to combine technologies, our purpose-built, flexible asset base and our extensive global reach enables us to create solutions and support our customers needs in how and where they go to market.
We believe our ability to combine technologies, our purpose-built, flexible asset base and our extensive global reach enables us to create solutions and support our customers' needs in how and where they go to market.
This commitment is reinforced through regular safety engagements with employees, various types of risk assessments, ongoing employee safety training, and the involvement of active joint health and safety teams. We have introduced Safety Key Element Maturity Assessments (SKEMA) to evaluate the maturity of our sites’ safety risk management practices against an ideal state.
This commitment is reinforced through regular safety engagements with employees, various types of risk assessments, ongoing employee safety training, and the involvement of active joint health and safety teams. In 2023 we introduced Safety Key Element Maturity Assessments ("SKEMA") to evaluate the maturity of our sites’ safety risk management practices against an ideal state.
A wholly-owned subsidiary of SWM merged with and into Neenah (the "Merger"), with Neenah surviving the Merger as a direct and wholly-owned subsidiary of SWM. Effective as of the closing date of the Merger, SWM changed its name to Mativ Holdings, Inc.
("Neenah"), pursuant to which a wholly-owned subsidiary of SWM merged with and into Neenah (the "Merger"), with Neenah surviving the Merger as a direct and wholly-owned subsidiary of SWM. Effective as of the closing date of the Merger, SWM changed its name to Mativ Holdings, Inc.
Effective with the sale, the EP business is presented as a discontinued operation for all periods presented and certain prior period amounts have been retrospectively recasted to reflect these changes. The consolidated financial statements and the notes thereto, unless otherwise indicated, are on a continuing operations basis. Refer to Note 9.
Effective with the sale, the EP business is presented as a discontinued operation for all periods presented and certain prior period amounts have been retrospectively recast to reflect these changes. The consolidated financial statements and the notes thereto, unless otherwise indicated, are on a continuing operations basis. Refer to Note 8.
The Governance section of our website at https://ir.mativ.com/governance/governance-documents/default.aspx includes our Code of Conduct, by-laws, corporate governance guidelines, and Board of Directors committee charters. Additional information about Mativ's governance can also be found in our proxy statement. Working Capital We normally maintain approximately 50 to 70 days of inventories to support our operations.
The Governance section of our website at https://ir.mativ.com/governance/governance-documents/default.aspx includes our Code of Conduct, by-laws, corporate governance guidelines, and Board of Directors committee charters. Additional information about Mativ's governance can also be found in our proxy statement. 13 Working Capital We normally maintain approximately 60 to 80 days of inventories to support our operations.
On November 30, 2023, the Company completed the sale of the Engineered Papers business ("EP business") to Evergreen Hill Enterprise Pte. Ltd. ("Evergreen Hill Enterprise"). With the sale of the EP business (the "EP Divestiture"), Mativ ceased participating in tobacco-based product markets.
On November 30, 2023, we completed the sale of our Engineered Papers business ("EP business") to Evergreen Hill Enterprise Pte. Ltd. ("Evergreen Hill Enterprise"). With the sale of the EP business (the "EP Divestiture"), Mativ ceased participating in tobacco-based product markets.
Discontinued Operations of the Notes to Consolidated Financial Statements for more information on the discontinued operation and transaction. 1 Mativ and its subsidiaries manufacture on three continents, conduct business in over 90 countries and operate 35 production locations worldwide.
Discontinued Operations of the Notes to Consolidated Financial Statements for more information on the discontinued operation and transaction. 1 Mativ and its subsidiaries manufacture on three continents, conduct business in over 100 countries and operate 34 production locations worldwide.
We target leading customers in specialized, growing segments of materials markets, and we create value for our customers by combining capabilities, technologies, and service platforms to produce tailored solutions that uniquely solve their most complex challenges.
We aim to serve leading customers in specialized, growing segments of materials markets, and look to create value for our customers by combining capabilities, technologies, and service platforms to produce tailored solutions that uniquely solve their most complex challenges.
Financial information about foreign and domestic operations, contained under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 herein and in Notes 12, 13, 16 and 20 ("Restructuring and Other Impairment Activities," "Debt," "Income Taxes," and "Segment Information," respectively) of the Notes to Consolidated Financial Statements contained in "Financial Statements and Supplementary Data" in Part II, Item 8 herein, is incorporated by reference in this Item 1.
Financial information about foreign and domestic operations, contained under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 herein and in Notes 11, 12, 15 and 19 ("Restructuring and Other Impairment Activities," "Debt," "Income Taxes," and "Segment Information," respectively) of the Notes to Consolidated Financial Statements contained in "Financial Statements and Supplementary Data" in Part II, Item 8 herein, is incorporated by reference in this Item 1.
For the twelve-month period ended December 31, 2024, FAM comprised approximately 39% of our revenues.
For the twelve-month period ended December 31, 2025, FAM comprised approximately 39% of our revenues.
Additional information regarding key climate, energy, water, and waste metrics and reduction activities can be found in our 2023 ESG Report, which aligns with the International Financial Reporting Standards Foundation’s Sustainability Accounting Standards Board (SASB) metrics and is available on the Ethics and Compliance section of our website at https://mativ.com/about-us/ethics-and-compliance/.
Additional information regarding key climate, energy, water, and waste metrics and reduction activities can be found in our 2024 ESG Tear Sheet, which aligns with the International Financial Reporting Standards (IFRS) Foundation’s Sustainability Accounting Standards Board (SASB) metrics and is available on the Ethics and Compliance section of our website at https://mativ.com/about-us/ethics-and-compliance/.
The applications and customers the FAM segment serves are in growing end-markets, and as a percentage of total FAM segment net sales in 2024 were as follows: filtration & netting – 64% and advanced films – 36%. These products are highly engineered and often customized. No customer represents more than 10% of our consolidated net sales.
The applications and customers the FAM segment serves are in growing end-markets, and as a percentage of total FAM segment net sales in 2025 were as follows: filtration & netting – 67% and advanced films – 33%. These products are highly engineered and often customized. No customer represents more than 10% of our consolidated net sales.
Markets and Customers. The applications and customers the SAS segment serves are in a combination of growing and mature end-markets. A percentage of total SAS segment net sales in 2024 were as follows tape, labels & liners – 50%, paper & packaging – 27%, and healthcare & other – 23%. Many of these products are highly engineered and often customized.
Markets and Customers. The applications and customers the SAS segment serves are in a combination of growing and mature end-markets. A percentage of total SAS segment net sales in 2025 were as follows: tape, labels & liners – 48%, paper & packaging – 27%, and healthcare & other – 25%. Many of these products are highly engineered and often customized.
Our quarterly earnings conference calls are typically held the morning after our quarterly earnings releases and are available through our website via a webcast. The tentative dates for our quarterly earnings conference calls related to 2025 financial results are May 8, 2025, August 7, 2025, November 6, 2025, and February 19, 2026. These dates are subject to change.
Our quarterly earnings conference calls are typically held the morning after our quarterly earnings releases and are available through our website via a webcast. The tentative dates for our quarterly earnings conference calls related to 2026 financial results are May 7, 2026, August 6, 2026, November 5, 2026, and February 18, 2027. These dates are subject to change.
Capture accelerated growth potential powered by key trends and innovation. Our businesses are aligned with key macro trends and end markets with strong growth outlooks. In addition to our existing product lines, our team uses these long-term trends to guide innovation efforts and bring to life solutions that support our customers’ evolving needs.
Capture accelerated growth potential powered by key trends and innovation. We believe our businesses are aligned with key macroeconomic trends and end markets with strong growth outlooks. In addition to our existing product lines, we use these long-term trends to guide innovation efforts and bring to life solutions that support our customers’ evolving needs.
Every Mativ facility implements a common set of Mativ safety tools and processes that are designed to detect critical hidden risk and work to eliminate or mitigate that risk, as well as maintain regulatory compliance.
Every Mativ facility implements a common set of Mativ safety tools and processes that are designed to detect critical hidden risks, in order to eliminate or mitigate those risks, as well as maintain regulatory compliance.
Instructions on how to listen to the webcasts and updated information on times and actual dates are available through our website at www.mativ.com . 5 DESCRIPTION OF BUSINESS Segment Financial Information As part of an organizational realignment initiative effective during the first fiscal quarter of 2024, we reorganized into two new reportable segments: (1) Filtration & Advanced Materials ("FAM"), focused primarily on filtration media and components, advanced films, coating and converting solutions, and extruded mesh products, and (2) Sustainable & Adhesive Solutions ("SAS"), focused primarily on tapes, labels, liners, specialty paper, packaging and healthcare solutions.
Instructions on how to listen to the webcasts and updated information on times and actual dates are available through our website at www.mativ.com . 5 DESCRIPTION OF BUSINESS Segment Financial Information Our two reportable segments are: (1) Filtration & Advanced Materials ("FAM"), focused primarily on filtration media and components, advanced films, coating and converting solutions, and extruded mesh products, and (2) Sustainable & Adhesive Solutions ("SAS"), focused primarily on tapes, labels, liners, specialty paper, packaging and healthcare solutions.
To amplify these efforts, Mativ’s matching gift program matches employee contributions to qualified educational and charitable organizations. Governance Ethics and Integrity: Central to our cultural and operational foundation is the Mativ Code of Conduct, a key resource for making informed, compliant, and ethical decisions.
To amplify these efforts, Mativ’s matching gift program matches employee contributions to qualified educational and charitable organizations, offering up to $2,500 per person or organization in unrestricted funds. 12 Governance Ethics and Integrity: Central to our cultural and operational foundation is the Mativ Code of Conduct, a key resource for making informed, compliant, and ethical decisions.
Additionally, the AC oversees the risk management process through its supervision of our enterprise risk management (ERM) system, which provides a structured approach to identifying, assessing, monitoring, and managing risk, including ESG-related issues that may affect the short-term continuity or long-term viability of our business. Internal Audit conducts an annual ERM assessment and presents the findings to the AC.
The NGC Chair reports on ESG-related matters to the full Board. Additionally, the AC oversees the risk management process through its supervision of our enterprise risk management (ERM) system, which provides a structured approach to identifying, assessing, monitoring, and managing risks, including ESG-related issues that may affect the short-term continuity or long-term viability of our business.
Selected financial data for our segments is available in Note 20. Segment Information of the Notes to Consolidated Financial Statements and a discussion regarding the risks associated with foreign operations is available in Part I, Item 1A. "Risk Factors".
Additional information regarding "Segment Performance" is included in Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations". Selected financial data for our segments is available in Note 19. Segment Information of the Notes to Consolidated Financial Statements and a discussion regarding the risks associated with foreign operations is available in Part I, Item 1A.
Through MyPath, employees set individualized performance and development goals, complete regular check-in conversations with their managers, and leverage tools and resources to help them progress toward their career aspirations. • Reward: We offer a suite of competitive benefits designed to help our employees and their families take charge of their health and well-being, including but not limited to medical, dental, and vision coverage, prescription drug plans, disability and life insurance, and family planning services, as well as up to 12 weeks of fully paid parental leave for salaried U.S.-based employees.
Through MyPath, employees set individualized performance and development goals, complete regular check-in conversations with their managers, and leverage tools and resources to help them progress toward their career aspirations. • Reward: We offer a comprehensive and competitive benefits package designed to support the physical, financial, and emotional well-being of our employees and their families, including but not limited to medical, dental, and vision coverage, prescription drug plans, disability and life insurance, and family planning services.
Responsible Sourcing: Mativ is dedicated to responsibly sourcing raw wood fiber materials, as outlined in our Sustainable Forestry Policy. This policy ensures that all wood fiber and pulp we purchase complies with local regulations, supports third-party sustainability certifications, namely FSC, and requires suppliers to meet our sustainability priorities and requirements.
This policy ensures that all wood fiber and pulp we purchase complies with local regulations, supports third-party sustainability certifications, namely FSC, and requires suppliers to meet our sustainability priorities and requirements.
Additionally, employees are encouraged to identify and report workplace conditions that could lead to an injury. Training and Development We use MyPath, a platform that supports setting objectives, creating a culture of ongoing feedback, differentiating and rewarding individual performance, and creating global learning and development opportunities for our employees. We aim to be an employer of choice.
Training and Development We use MyPath, a platform that supports setting objectives, creating a culture of ongoing feedback, differentiating and rewarding individual performance, and creating global learning and development opportunities for our employees. We aim to be an employer of choice. To do that, we are committed to fostering inclusive environments within our corporate culture and functions.
We are focused on maintaining an environment of trust and belonging where employees can be their authentic selves. Our intent is that this journey will help employees understand that our differences make us stronger.
To us, this means that all employees have an opportunity to thrive at Mativ. We believe this is more than just a program or policy. We are focused on maintaining an environment of trust and belonging where employees can be their authentic selves. Our intent is that this journey will help employees understand that our differences make us stronger.
At the executive level, Mativ’s Chief Legal and Administrative Officer oversees our ethics program. At the Board level, the Audit Committee (AC) has been delegated responsibility for periodically reviewing the Company’s Code of Conduct and the Company’s systems to enforce and monitor compliance with the Code. The AC receives quarterly updates from management on ethics-related matters.
At the Board level, the Audit Committee (AC) has been delegated responsibility for periodically reviewing the Company’s Code of Conduct and the Company’s systems to enforce and monitor compliance with the Code. The AC receives quarterly updates from management on ethics-related matters. Our Global Information Security Policy is a key component of our strategy to safeguard Mativ’s data and assets.
We have also obtained quality management system certifications under ISO 13485 and IATF 16949 at sites producing medical and automotive products, respectively. Additionally, we hold product-specific certifications from the Forest Stewardship Council (FSC), OEKO-TEX, and Underwriters Laboratories (UL), each requiring high quality management standards tailored to their specific use-case applications.
Additionally, we hold product-specific certifications from the Forest Stewardship Council (FSC), OEKO-TEX, and Underwriters Laboratories (UL), each requiring high quality management standards tailored to their specific use-case applications.
Weitzel served in prior leadership roles within Finance and Supply Chain for Georgia Pacific over a span of nearly 20 years. 13 Mark Johnson was appointed Chief Legal and Administrative Officer of the Company effective September 1, 2023. Prior to joining the Company, Mr. Johnson served as executive vice president, chief legal officer, and corporate secretary for Kimball International, Inc.
Mark Johnson was appointed Chief Legal and Administrative Officer of the Company effective September 1, 2023. Prior to joining the Company, Mr. Johnson served as Executive Vice President, Chief Legal Officer, and Corporate Secretary for Kimball International, Inc. Mr.
Data Security: Our Global Information Security Policy is a key component of our strategy to safeguard Mativ’s data and assets. This top-level policy, along with our detailed data management standards and procedures, guides users in protecting the confidentiality, integrity, availability, and appropriate use of our data and assets.
This top-level policy, along with our detailed data management standards and procedures, guides users in protecting the confidentiality, integrity, availability, and appropriate use of our data and assets. Our Chief Information Security Officer, who reports to the Chief Information Officer and ultimately to the Chief Executive Officer, oversees the Company’s data security program.
No product category accounts for more than 35% of total sales, which allows us to reduce dependency on any single end market or product line. Further, we benefit from significant cross-selling opportunities across categories, as well as 3 customer and product diversification, which helps mitigate risks related to market fluctuations or specific geographic downturns. Global manufacturing and supply chain.
Further, we benefit from significant cross-selling opportunities across categories, as well as customer and product diversification, which helps mitigate risks related to market fluctuations or specific geographic downturns. Global manufacturing and supply chain.
Many of the processes used to make Mativ's products are kept as trade secrets. Mativ owns, or holds licenses to use, numerous U.S. and foreign patents. Mativ’s research and development activities generate a steady stream of inventions that are covered by new patents or trade secrets.
Mativ owns, or holds licenses to use, numerous U.S. and foreign patents. Mativ’s research and development activities generate a steady stream of inventions that are covered by new patents or trade secrets. In general, no single patent or group of related patents is material to the conduct of Mativ’s business as a whole or to any of Mativ’s business segments.
Sustainability focus and new eco-friendly initiatives. We believe that building long-term value for our customers and stakeholders requires a focus on sustainability that is also good for our business and communities.
We believe our research and development capabilities have played a key role in establishing our reputation for high quality, superior products and for reinforcing long standing customer relationships. Sustainability focus and new eco-friendly initiatives. We believe that building long-term value for our customers and stakeholders requires a focus on sustainability that is also good for our business and communities.
Our Communities: We believe that thriving businesses play a crucial role in building resilient communities, which is why we encourage our employees to actively support their communities through both local and company-wide initiatives. Whether by donating toys, participating in fun runs, mentoring, or supporting animal adoptions, Mativ employees are finding meaningful and creative ways to make a difference.
Additionally, we believe that thriving businesses play a crucial role in building resilient communities, which is why we encourage our employees to actively support their communities through both local and company-wide initiatives.
The Company’s ambition is to be the global leader in specialty materials, solving complex challenges for our customers, creating value for our shareholders, and offering meaningful professional opportunities for our global employees.
At December 31, 2025, Mativ owned over 1,100 patents and patent applications globally. Human Capital The Company’s ambition is to be the global leader in specialty materials, solving complex challenges for our customers, creating value for our shareholders, and offering meaningful professional opportunities for approximately 5,000 employees worldwide.
The AC Chair then reports any significant findings to the full Board. At the management level, our cross-functional ESG Committee includes representatives from each business segment’s EHS team, as well as from our corporate-level Sustainability, Human Resources, and Legal departments.
Internal Audit conducts an annual ERM assessment and presents the findings to the AC. The AC Chair then reports any significant findings to the full Board. At the management level, our cross-functional ESG Committee includes representatives from our corporate Environment, Health, Safety & Sustainability (EHS&S), Human Resources, Supply Chain, and Legal teams.
We expect our employees, suppliers, and business partners to uphold the principles of the Human Rights Policy, which are grounded in the UN Universal Declaration of Human Rights and ILO Conventions.
We expect our employees, suppliers, and business partners to uphold the principles of the Human Rights Policy, which are grounded in the UN Universal Declaration of Human Rights and ILO Conventions. Social Health and Safety: We prioritize the health and well-being of our employees and communities above all else, with a strong focus on ensuring physical, psychological, and emotional safety.
We align our approach to data security management with the National Institute of Standards and Technology (NIST) framework. Our strategies to identify and mitigate data security risks include vulnerability scanning, internal audits, and annual external penetration testing. Mativ also engages in monthly data security awareness training and phishing simulations to reinforce a culture of integrity.
Our strategies to identify and mitigate data security risks include vulnerability scanning, internal audits, and annual external penetration testing. Mativ also engages in monthly data security awareness training and phishing simulations to reinforce a culture of integrity. ESG Oversight: At the Board level, general oversight responsibility for ESG is delegated by the Board to the Nominating & Governance Committee (NGC).
The Committee is sponsored at the executive level by our Chief Legal and Administrative Officer, and the Deputy General Counsel & Assistant Corporate Secretary provides Committee updates at each regularly scheduled NGC meeting, with periodic reports to the full Board. Mativ believes good corporate governance supports long-term value creation for our stockholders.
Leaders from our corporate EHS&S and Legal teams serve as co-Chairs, providing Committee updates at each regularly scheduled NGC meeting, with periodic reports to the full Board. Corporate Governance: Mativ believes good corporate governance supports long-term value creation for our stockholders.
Our Chief Information Security Officer, who reports to the Chief Information Officer and ultimately to the Chief Executive Officer, oversees the Company’s data security program. Regular program status updates are provided to leadership through meetings of the Cybersecurity and IT Risk Steering Committee, Executive Leadership Team, AC, and full Board.
Regular program status updates are provided to leadership through meetings of the Cybersecurity and IT Risk Steering Committee, Executive Leadership Team, AC, and full Board. We align our approach to data security management with the National Institute of Standards and Technology (NIST) CSF 2.0 framework.
We continue to optimize our robust safety systems, enhance our operator training programs, and implement proactive risk identification and risk reduction strategies. Each of our facilities maintains safety management systems designed to continuously review and improve employee safety and regulatory compliance. This includes periodic workplace safety audits, employee participation in safety meetings and training, and active safety committees.
Each of our facilities maintains safety management systems designed to continuously review and improve employee safety and regulatory compliance. This includes periodic workplace safety audits, employee participation in safety meetings and training, and active safety committees. Additionally, employees are encouraged to identify and report workplace conditions that could lead to an injury.
We are known for our expertise in combining polymers, fibers and resins to create engineered solutions that optimize product performance and address the high standard requirement in healthcare, filtration and protective applications. We believe our research and development capabilities have played a key role in establishing our reputation for high quality, superior products and for reinforcing long standing customer relationships.
We invest in research and development (“R&D”) to create and identify innovative materials and technologies to meet evolving market demands. We are known for our expertise in combining polymers, fibers and resins to create engineered solutions that optimize product performance and address the high standard requirement in healthcare, filtration and protective applications.
None of our officers were selected pursuant to any arrangement or understanding between the officer and any person other than the Company. Our executive officers serve at the discretion of the Board of Directors and are elected annually by the Board.
Scott Minder was appointed Chief Financial Officer effective January 1, 2026. There are no family relationships between any of the directors or any of our executive officers. None of our officers were selected pursuant to any arrangement or understanding between the officer and any person other than the Company.
We continue to identify strategic cross-selling opportunities and innovation in key categories like filtration, healthcare, release liners and tape. We also see geographic expansion as a growth opportunity to complement our expanded footprint in Asia, North America and Europe, demonstrated by recent growth investments in our sites in Italy, Canada, the United Kingdom and Mexico.
We also see geographic expansion as a growth opportunity to complement our expanded footprint in Asia, North America and Europe, demonstrated by recent growth investments in our sites in Italy, Canada, the United Kingdom and Mexico. Lastly, we are leveraging a more comprehensive value chain position, where we believe we can cross-source and present more complete offerings to our customers.
We believe our research and product development capabilities have played an important role in establishing our reputation for high quality, superior products. We have a history of finding innovative design solutions, including developing products that improve the performance of customers' products and manufacturing operations.
Research and Development We are dedicated to developing product innovations and continuous improvements to meet the evolving needs of our customers. We believe our research and product development capabilities have played an important role in establishing our reputation for high quality, superior products.
Our Environmental Policy codifies our commitment to conserving resources, minimizing waste, and reducing our environmental impacts, defining the scope of our environmental efforts across our operational footprint, product portfolio, and value chain.
Our Environmental Policy codifies our commitment to conserving resources, minimizing waste, and reducing our environmental impacts, defining the scope of our environmental efforts across our operational footprint, product portfolio, and value chain. 10 In line with our corporate environmental commitments and Environmental Policy, as of December 31, 2025, ten of our facilities had achieved ISO 14001 certification for their environmental management systems, and four facilities had achieved ISO 50001 certification for their energy management systems.
Weitzel served as Vice President, Financial Planning and Analysis of the Company since the closing of the Merger on July 6, 2022. Mr. Weitzel had previously served in the same role with Neenah since 2018. Prior to joining Neenah, Mr.
Greg Weitzel departed from the Company, effective as of December 31, 2025. Mr Weitzel was appointed Chief Financial Officer effective April 2, 2023. Prior to his tenure as Chief Financial Officer, Mr. Weitzel served as Vice President, Financial Planning and Analysis of the Company since the closing of the Merger on July 6, 2022. Mr.
We believe our commitment to research and development, coupled with our investment in new technology and equipment, has positioned us to take advantage of growth opportunities in our target markets. Intellectual Property Patents, trade secrets and trademarks are an important part of Mativ’s intellectual property. Mativ’s products are sold around the world under various trademarks.
We have a history of finding innovative design solutions, including developing products that improve the performance of customers' products and manufacturing operations. We believe our commitment to research and development, coupled with our investment in new technology and equipment, has positioned us to take advantage of growth opportunities in our target markets.
We are doing this by continually evolving how we attract, engage, grow, and reward our people. 8 Safety The safety and well-being of our employees is very important to us. We strive to reflect this core value in everything we do and are committed to continuous improvement in all aspects of our safety programs.
We are doing this by continually evolving how we attract, engage, grow, and reward our people. Our employees are represented geographically as summarized below. 8 Geographic Region Employee Percentage North America 59 % Europe 33 Asia Pacific 8 Total 100 % Safety The safety and well-being of our employees is very important to us.
We actively manage elements of our portfolio that are non-core, margin dilutive or do not align with our growth ambitions.
Transform the portfolio. We focus our investments, resources and efforts towards categories with the highest value-creation potential, focused on growth and margin-accretive opportunities. We actively manage elements of our portfolio that are non-core, margin dilutive or do not align with our growth ambitions to free up resources and to focus on more growth-oriented aspects of our portfolio.
Executive Officers of the Registrant The names and ages of our executive officers as of December 31, 2024, together with certain biographical information, are as follows: Name Age Position Julie Schertell 56 President and Chief Executive Officer Greg Weitzel 53 Chief Financial Officer Mark Johnson 48 Chief Legal and Administrative Officer Mike Rickheim 50 Chief Human Resources and Communications Officer Ryan Elwart 51 Group President, Sustainable & Adhesive Solutions Christoph Stenzel 55 Group President, Filtration and Advanced Materials Andrew Downard 50 Chief Supply Chain Officer There are no family relationships between any of the directors or any of our executive officers.
Executive Officers of the Registrant The names and ages of our executive officers as of December 31, 2025, together with certain biographical information, are as follows: Name Age Position Shruti Singhal 56 President and Chief Executive Officer Ryan Elwart 52 Group President Greg Weitzel 54 Chief Financial Officer (1) Mark Johnson 49 Chief Legal and Administrative Officer (1) Greg Weitzel departed from the Company, effective December 31, 2025.
To demonstrate how climate-related matters are integrated into our risk management and financial planning, we have also included a detailed climate-related financial disclosure in the Appendix, prepared in accordance with recommendations from the Task Force on Climate-Related Financial Disclosures (TCFD). 10 Product Stewardship Product Quality and Safety: As a global leader in specialty materials, Mativ is committed to delivering safe, high-quality products and services to our customers in compliance with all stakeholder requirements, applicable standards, and market regulations.
To demonstrate how climate-related matters are integrated into our risk management and financial planning, we have also included a detailed climate-related financial disclosure in the Appendix, informed by the Task Force on Climate-related Financial Disclosures (TCFD) framework and the IFRS S2 Standard on Climate-related Disclosures.
We have since redeployed capital to repay debt and invest in categories that are geographically expansive and products where we see additional opportunities for growth.
We have also closed or divested a number of smaller, non-strategic sites and redeployed capital to repay debt and invest in categories that are geographically expansive and products where we see additional opportunities for growth. Reduce complexity and optimize our business. We continue to focus on optimizing our business, and we believe this presents a meaningful opportunity to unlock value.
We continue to evaluate our manufacturing footprint and non-core business lines for further opportunities to reduce complexity and unlock value. Competitive Strengths Scaled, diversified portfolio and customer base. We are an approximately $2 billion global leader in specialty materials. Our portfolio has two primary segments, Filtration & Advanced Materials and Sustainable & Adhesive Solutions, that compete in demanding global markets.
We continue to monitor opportunities for divesting and/or consolidating facilities, product lines, and supply chain support to reduce complexity and unlock value. Continued investments in technology will further drive efficiency, productivity, and streamline support processes. Competitive Strengths Scaled, diversified portfolio and customer base. We are an approximately $2 billion global leader in specialty materials.
Since the Merger, we have significantly enhanced our portfolio mix and continue to prioritize debt reduction, reducing net debt by approximately 35%. We have also right sized our dividend to align with our current portfolio. We enacted an organizational realignment initiative (the "Plan") which enabled $20.0 million of run-rate savings at the end of 2024.
In January of 2024, we enacted an organizational realignment initiative (the "Plan") which enabled $20.0 million of run-rate savings at the end of 2024, and we projected the Plan would deliver an additional $20 million of savings by the end of 2026.
We manufacture an extensive product portfolio that includes highly-engineered polymer, resin and fiber-based substrates, nets, films, adhesive tapes and other nonwovens. These products cater to diverse end-markets such as transportation, water and air filtration, construction, healthcare, advertising and marketing, and consumer goods, and often have rigorous qualification requirements.
Our portfolio has two primary segments, Filtration & Advanced Materials and Sustainable & Adhesive Solutions, that compete in demanding global markets. We manufacture an extensive product portfolio that includes highly-engineered polymer, resin and fiber-based substrates, nets, films, adhesive tapes and other nonwovens.
We have also launched a Safety Capital Risk Assessment Process and Capital Design Safety Review, enabling us to identify safety-focused capital projects across Mativ, prioritizing them based on their risk reduction potential. 11 Human Capital Management: As a global leader in specialty materials, our employees are our most important asset— generating ideas, engineering innovations, manufacturing leading products, and delivering services.
The Balanced Scorecard is one of Mativ’s North Star metrics, which drives accountability and results. Human Capital Management: As a global leader in specialty materials, our employees are our most important asset— generating ideas, engineering innovations, manufacturing leading products, and delivering services.
We lay out these priorities in detail through our enterprise-wide Quality Policy, which is approved by our CEO and internally communicated to employees. In alignment with this, many Mativ locations follow recognized quality management systems. In 2024, 32 Mativ facilities had achieved ISO 9001 certification.
Product Stewardship Product Sustainability: As a global leader in specialty materials, Mativ is committed to delivering safe, high-quality products and services to our customers in compliance with all stakeholder requirements, applicable standards, and market regulations. We lay out these priorities in detail through our enterprise-wide Quality Policy, which is approved by our CEO and internally communicated to employees.
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We continue to capitalize on value creation opportunities created by the Merger. We have realized the majority of the previously announced $65.0 million of synergies expected from the transaction, and we are continuing to execute on plans for incremental value.
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We continue to execute on significant incremental revenue opportunities, as we look to identify strategic cross-selling opportunities and innovation in key categories like filtration, healthcare, release liners and tape.
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These savings included selling, general and administrative reductions (including redundant public company costs), supply chain efficiencies (including procurement, logistics and operating optimization) and other cost reductions, such as purchase services and leased office consolidation. Further, we are executing on significant incremental revenue opportunities.
Added
In recent years, we have significantly enhanced our portfolio mix and continue to prioritize debt reduction, reducing net debt by approximately 45% since the Merger.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe integration of the operations of acquired companies involves a number of risks and presents financial, managerial, reporting, legal and operational challenges. We may have difficulty, and may incur unanticipated expenses related to, integrating information systems, financial reporting activities, employee retention and integrating and retaining management and personnel from acquired companies.
Biggest changeWe may not successfully integrate acquisitions into Mativ's operations and we may be unable to achieve anticipated cost savings or other synergies. The integration of the operations of acquired companies involves a number of risks and presents financial, managerial, reporting, legal and operational challenges.
Foreign Corrupt Practices Act ("FCPA") and other anti-corruption laws or trade control laws, as well as other laws governing our operations; • The effect of foreign currency exchange rates; • We could be subject to changes in our tax rates, the adoption of new U.S., or foreign tax legislation or exposure to additional tax liabilities; • Competition from several established competitors and limited market transparency; • The availability of credit and changes in interest rates; • Our failure to comply with the covenants contained in our credit agreements and other debt instruments could result in an event of default that could cause acceleration of our indebtedness; • Future dividends on our common stock may be restricted or eliminated; • Risks related to our internal and external expansion plans and asset dispositions; • The substantial costs related to the integration of Neenah; • Our failure to realize some or all of the anticipated benefits of the Merger; • Our failure to recognize the strategic benefits of the EP Divestiture; • A loss of customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners as a result of the Merger; • Our future results may suffer if we do not effectively manage our expanded operations; • We may not successfully integrate acquisitions into Mativ's operations; • Our restructuring activities are time-consuming and expensive; • The cost and availability of raw materials and energy; • A failure of, or a security breach in, a key information technology system could compromise our information and expose us to liability; • We rely on a limited number of key employees; • We face various risks related to public health emergencies and similar health-related outbreaks such as the COVID-19 pandemic; • Our business is subject to various environmental laws, regulations and related litigation that could impose substantial costs or other liabilities on us; • Environmental, social and governance ("ESG") issues may have an adverse effect on our business, financial condition and results of operations, the desirability of our stock, and may damage our reputation; • Increases in costs of pension benefits may reduce our profitability; • We are subject to various legal actions and other claims; • Any loss or interruption of the operations of our facilities; • Fluctuations in construction and infrastructure spending; and 15 • We have historically experienced significant cost savings and productivity benefits relating to our ongoing operational excellence program which we may not be able to achieve in the future.
Foreign Corrupt Practices Act ("FCPA") and other anti-corruption laws or trade control laws, as well as other laws governing our operations; • The effect of foreign currency exchange rates; • We could be subject to changes in our tax rates, the adoption of new U.S., or foreign tax legislation or exposure to additional tax liabilities; • Competition from several established competitors and limited market transparency; • The availability of credit and changes in interest rates; • Our failure to comply with the covenants contained in our credit agreements and other debt instruments could result in an event of default that could cause acceleration of our indebtedness; • Future dividends on our common stock may be restricted or eliminated; • Risks related to our internal and external expansion plans and asset dispositions; • The substantial costs related to the integration of Neenah; • Our failure to realize some or all of the anticipated benefits of the Merger; • Our failure to recognize the strategic benefits of the EP Divestiture; • A loss of customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners as a result of the Merger; • Our future results may suffer if we do not effectively manage our expanded operations; • We may not successfully integrate acquisitions into Mativ's operations; • Our restructuring activities are time-consuming and expensive; • The cost and availability of raw materials and energy; • A failure of, or a security breach in, a key information technology system could compromise our information and expose us to liability; • We rely on a limited number of key employees; • We face various risks related to public health emergencies and similar health-related outbreaks such as the COVID-19 pandemic; • Our business is subject to various environmental laws, regulations and related litigation that could impose substantial costs or other liabilities on us; • Environmental, social and governance ("ESG") issues may have an adverse effect on our business, financial condition and results of operations, the desirability of our stock, and may damage our reputation; • Increases in costs of pension benefits may reduce our profitability; • We are subject to various legal actions and other claims; • Any loss or interruption of the operations of our facilities; • Fluctuations in construction and infrastructure spending; and 16 • We have historically experienced significant cost savings and productivity benefits relating to our ongoing operational excellence program which we may not be able to achieve in the future.
The Company is subject to laws of various countries where it operates or does business related to solicitation, collection, processing, transferring, storing or use of consumer, customer, vendor or employee information or related data, including the GDPR which went into effect in May 2018, the CCPA, which went into effect on January 1, 2020, and various U.S. state level privacy regulations.
The Company is subject to laws of various countries where it operates or does business related to solicitation, collection, processing, transferring, storing or use of consumer, customer, vendor or employee information or related data, including the GDPR which went into effect in May 2018, the CCPA, which went into effect on January 1, 25 2020, and various U.S. state level privacy regulations.
Commitments and Contingencies, of the Notes to Consolidated Financial Statements and in Part I, Item 3, “Legal Proceedings” of this report. We also cannot give any assurances as to any litigation that might be filed against us in the future. Any loss or interruption of the operations of our facilities may harm our operating performance.
Commitments and Contingencies, of the Notes to Consolidated Financial Statements and in Part I, Item 3, “Legal Proceedings” of this report. We also cannot give any assurances as to any litigation that might be filed against us in the future. 28 Any loss or interruption of the operations of our facilities may harm our operating performance.
Any interruption or curtailment of operations at any of our production facilities due to drought or low flow conditions at the principal water source or another cause could materially and adversely affect our operating results and financial condition. 28 Fluctuations in construction and infrastructure spending can impact demand for certain of our products.
Any interruption or curtailment of operations at any of our production facilities due to drought or low flow conditions at the principal water source or another cause could materially and adversely affect our operating results and financial condition. Fluctuations in construction and infrastructure spending can impact demand for certain of our products.
As a result, such disruptions will put upward pressure on our costs and increase the risk that we may be unable to acquire the materials and energy we need to continue to make certain products, in particular at our manufacturing facilities in Europe. Item 1B. Unresolved Staff Comments None.
As a result, such disruptions will put upward pressure on our costs and increase the risk that we 29 may be unable to acquire the materials and energy we need to continue to make certain products, in particular at our manufacturing facilities in Europe. Item 1B. Unresolved Staff Comments None.
Additionally, as we sell closed or other facilities or materially alter operations at a facility, we may be required to perform additional environmental evaluations that could identify items that might require remediation or other action, the nature, extent and cost of which are not presently known.
Additionally, as we sell closed or other facilities or materially alter operations at a facility, we may be 27 required to perform additional environmental evaluations that could identify items that might require remediation or other action, the nature, extent and cost of which are not presently known.
The cost of wood pulp, which is the largest component of the raw materials that we use in our SAS segment, and some resins used by our FAM segment are highly cyclical and can be more volatile than general consumer or producer inflationary changes in the general economy.
The cost of wood pulp, which is the largest component of the raw materials that we use in our SAS segment, and some resins used by our 24 FAM segment are highly cyclical and can be more volatile than general consumer or producer inflationary changes in the general economy.
The volume of oil or gas flowing through pipeline systems that ultimately connect to Western Europe also has been cut off or restricted in the past, and such actions can adversely impact the 24 supply of energy to Western Europe and, consequently, the cost and availability of electricity to our European operations.
The volume of oil or gas flowing through pipeline systems that ultimately connect to Western Europe also has been cut off or restricted in the past, and such actions can adversely impact the supply of energy to Western Europe and, consequently, the cost and availability of electricity to our European operations.
We believe that we are operating in substantial compliance with these laws and regularly incur capital and operating expenditures in order to achieve future compliance. However, these laws may change, which could require changes in our practices, additional capital 26 expenditures or loss of carbon credits, and we may discover aspects of our business that are not in compliance.
We believe that we are operating in substantial compliance with these laws and regularly incur capital and operating expenditures in order to achieve future compliance. However, these laws may change, which could require changes in our practices, additional capital expenditures or loss of carbon credits, and we may discover aspects of our business that are not in compliance.
Failure to successfully integrate acquired companies into Mativ's operations may have an adverse effect on our business, financial condition, results of operations, and cash flows. 23 Our restructuring activities are time-consuming and expensive and could significantly disrupt our business.
Failure to successfully integrate acquired companies into Mativ's operations may have an adverse effect on our business, financial condition, results of operations, and cash flows. Our restructuring activities are time-consuming and expensive and could significantly disrupt our business.
The extent to which public health crisis impacts our business, results of operations, and financial condition will depend on future developments, which are highly uncertain and cannot be predicted. Our business depends upon good relations with our employees.
The extent to which public health crisis impacts our business, results of operations, and financial condition will depend on future developments, which are highly uncertain and cannot be predicted. 26 Our business depends upon good relations with our employees.
Changes in the laws and regulations described above, adverse interpretations or applications of such laws and regulations, and the outcome of various court and regulatory proceedings, could adversely impact the Company's business in a variety of ways, including increasing expenses, increasing liabilities, decreasing sales, limiting its ability to repatriate funds and generally conduct business, all of which could adversely affect our financial condition, results of operations and cash flows. 17 We are subject to risks related to our dependence on foreign imports and exports.
Changes in the laws and regulations described above, adverse interpretations or applications of such laws and regulations, and the outcome of various court and regulatory proceedings, could adversely impact the Company's business in a variety of ways, including increasing expenses, increasing liabilities, decreasing sales, limiting its ability to repatriate funds and generally conduct business, all of which could adversely affect our financial condition, results of operations and cash flows. 18 We are subject to risks related to our dependence on foreign imports and exports.
If the Company’s effective tax rates were to increase, or if any ultimate determination of the Company’s taxes owed is for an amount in excess of amounts previously accrued, the Company’s operating results, cash flows, and financial condition could be adversely affected. 19 In particular, the Organization for Economic Cooperation and Development (“OECD”) has reached agreement on an approach to establish a minimum global tax, set at 15%, for large multi-national enterprises, such as the Company.
If the Company’s effective tax rates were to increase, or if any ultimate determination of the Company’s taxes owed is for an amount in excess of amounts previously accrued, the Company’s operating results, cash flows, and financial condition could be adversely affected. 20 In particular, the Organization for Economic Cooperation and Development (“OECD”) has reached agreement on an approach to establish a minimum global tax, set at 15%, for large multi-national enterprises, such as the Company.
In the event of material unforeseen events that impact our financial performance, particularly during a time when we have material amounts of debt, a situation could arise where we are unable to fully draw from our existing credit facility notwithstanding that there is otherwise available capacity. 20 Our credit facilities are secured by substantially all of the personal property of the Company and its domestic subsidiaries.
In the event of material unforeseen events that impact our financial performance, particularly during a time when we have material amounts of debt, a situation could arise where we are unable to fully draw from our existing credit facility notwithstanding that there is otherwise available capacity. 21 Our credit facilities are secured by substantially all of the personal property of the Company and its domestic subsidiaries.
Although we do not believe that any of the currently pending actions or claims against us will have a material adverse impact on our financial condition, results of operations and cash flows, we cannot provide any assurances in this regard. Information concerning some of these actions that currently are pending is contained in Note 19.
Although we do not believe that any of the currently pending actions or claims against us will have a material adverse impact on our financial condition, results of operations and cash flows, we cannot provide any assurances in this regard. Information concerning some of these actions that currently are pending is contained in Note 18.
Likewise, any investigation of any potential violations of the FCPA, other anti-corruption laws or Trade Control laws by U.S. or foreign authorities could also have an adverse impact on our reputation, business, financial condition and results of operations. 18 Fluctuations in foreign currency exchange rates could adversely impact our financial condition, results of operations and cash flows.
Likewise, any investigation of any potential violations of the FCPA, other anti-corruption laws or Trade Control laws by U.S. or foreign authorities could also have an adverse impact on our reputation, business, financial condition and results of operations. 19 Fluctuations in foreign currency exchange rates could adversely impact our financial condition, results of operations and cash flows.
Changes in our portfolio of businesses, assets and products, whether through acquisition, disposition or 21 internal growth, present additional risks, including causing us to incur unknown or new types of liabilities, subjecting us to new regulatory frameworks and new market risks, and acquiring operations in new geographic regions with challenging labor, regulatory and tax regimes.
Changes in our portfolio of businesses, assets and products, whether through acquisition, disposition or 22 internal growth, present additional risks, including causing us to incur unknown or new types of liabilities, subjecting us to new regulatory frameworks and new market risks, and acquiring operations in new geographic regions with challenging labor, regulatory and tax regimes.
While not an exhaustive list, the following important risk factors could affect our future results, including our actual results for 2024 and thereafter and could also cause our actual results to differ materially from those expressed in any forward-looking statements we have made or may make.
While not an exhaustive list, the following important risk factors could affect our future results, including our actual results for 2025 and thereafter and could also cause our actual results to differ materially from those expressed in any forward-looking statements we have made or may make.
The Company has both funded and unfunded pension plans and we make contributions to our pension trusts (where applicable) based on many factors, including regulatory guidelines, investment returns of the trusts, and availability of cash for pension contributions versus other priorities. For a discussion regarding our pension obligations, refer to Note 17.
The Company has both funded and unfunded pension plans and we make contributions to our pension trusts (where applicable) based on many factors, including regulatory guidelines, investment returns of the trusts, and availability of cash for pension contributions versus other priorities. For a discussion regarding our pension obligations, refer to Note 16.
In that event, we may be subject to significant claims for damages or disruptions to our operations. 16 Because of the geographic diversity of our business, we are subject to a range of international risks. Our operations are located in many countries around the world and operate, to a degree, in a decentralized manner.
In that event, we may be subject to significant claims for damages or disruptions to our operations. 17 Because of the geographic diversity of our business, we are subject to a range of international risks. Our operations are located in many countries around the world and operate, to a degree, in a decentralized manner.
Work stoppages, slowdowns or legal action by our unionized employees may have a material adverse effect on our business, financial condition, results of operations and cash flows. We employ approximately 5,100 employees, including certain manufacturing employees represented by unions.
Work stoppages, slowdowns or legal action by our unionized employees may have a material adverse effect on our business, financial condition, results of operations and cash flows. We employ approximately 5,000 employees, including certain manufacturing employees represented by unions.
There are inherent control and fraud risks in such a structure. Moreover, we have manufacturing facilities in 11 countries and sell products in over 90 countries, many of which are emerging and undeveloped markets.
There are inherent control and fraud risks in such a structure. Moreover, we have manufacturing facilities in 11 countries and sell products in over 100 countries, many of which are emerging and undeveloped markets.
The loss of any of our key employees, including our CEO and her direct reports, could adversely affect our business and thus our financial condition, results of operations and cash flows.
The loss of any of our key employees, including our CEO and his direct reports, could adversely affect our business and thus our financial condition, results of operations and cash flows.
We conduct business in over 90 countries and operate 35 production locations worldwide. As a result, our business highly depends on global trade, as well as trade and cost factors that impact the specific countries in which we operate.
We conduct business in over 100 countries and operate 34 production locations worldwide. As a result, our business highly depends on global trade, as well as trade and cost factors that impact the specific countries in which we operate.
The Trump administration has also raised the possibility of other initiatives that may affect international trade, including renegotiation of trade agreements with other countries and the possible introduction of import duties or tariffs. Many of our raw materials imports are subject to existing duties, tariffs and quotas.
The U.S. government has also raised the possibility of other initiatives that may affect international trade, including renegotiation of trade agreements with other countries and the possible introduction of other import duties or tariffs. Many of our raw materials imports are subject to existing duties, tariffs and quotas.
Any failure to achieve our ESG goals or a perception (whether or not valid) of our failure to act responsibly with respect to the environmental, human capital, or social issues, or to effectively respond to new, or changes in, legal or regulatory requirements concerning environmental or other ESG matters, or increased operating or manufacturing costs due to increased regulation or environmental causes could adversely affect our business and reputation and increase risk of litigation. 27 Increases in costs of pension benefits may reduce our profitability and could impact our cash reserves.
Any failure to achieve our ESG goals or a perception (whether or not valid) of our failure to act responsibly with respect to the environmental, human capital, or social issues, or to effectively respond to new, or changes in, legal or regulatory requirements concerning environmental or other ESG matters, or increased operating or manufacturing costs due to increased regulation or environmental causes could adversely affect our business and reputation and increase risk of litigation.
As of December 31, 2024, the percentage of the Company’s fixed and floating interest rate debt was 36.0% and 64.0%, respectively. The Company has entered into a number of interest rate hedge transactions to convert floating rate debt to fixed.
As of December 31, 2025, the percentage of the Company’s fixed and floating interest rate debt was 39.0% and 61.0%, respectively. The Company has entered into a number of interest rate hedge transactions to convert floating rate debt to fixed.
Including the impact of these transactions, as of December 31, 2024, the percentage of the Company’s debt subject to fixed and floating rates of interest was 89.0% and 11.0%, respectively.
Including the impact of these transactions, as of December 31, 2025, the percentage of the Company’s debt subject to fixed and floating rates of interest was 86.0% and 14.0%, respectively.
Our results of operations may be negatively affected by expenses we record for our defined benefit pension plans. Generally accepted accounting principles in the U.S., require that we calculate income or expense for the plans using actuarial valuations.
Increases in costs of pension benefits may reduce our profitability and could impact our cash reserves. Our results of operations may be negatively affected by expenses we record for our defined benefit pension plans. Generally accepted accounting principles in the U.S., require that we calculate income or expense for the plans using actuarial valuations.
At the end of 2024, the combined projected benefit obligation of our pension plans had a net underfunding of $5.5 million.
At the end of 2025, the combined projected benefit obligation of our pension plans had a net underfunding of $15.0 million.
Trade discussions with the United States and its various trading partners are fluid, and existing and future trade agreements are, and are expected to continue to be, subject to a number of uncertainties. For instance, recent events, including the new Presidential administration, have resulted in substantial regulatory uncertainty regarding international trade and trade policy.
Trade discussions with the United States and its various trading partners are fluid, and existing and future trade agreements are, and are expected to continue to be, subject to a number of uncertainties. For instance, trade actions taken by the U.S. government throughout 2025 have resulted in substantial regulatory uncertainty regarding international trade and trade policy.
We cannot assure you that we will be successful in managing these or any other significant risks that we encounter in divesting a business or product line, and any divestiture we undertake could materially and adversely affect our business, financial condition, results of operations and cash flows. Mativ will likely continue to incur substantial costs related to the Merger integration.
We cannot assure you that we will be successful in managing these or any other significant risks that we encounter in divesting a business or product line, and any divestiture we undertake could materially and adversely affect our business, financial condition, results of operations and cash flows. Impairment of goodwill has negatively impacted our results of operations.
Not only could these cost overruns and delays impact our financial statements but a delay in the completion of a needed IT project could adversely impact our ability to run our business and make fully informed decisions. 25 We rely on a limited number of key employees and our failure to recruit and/or retain senior management and key employees globally could harm our business.
Not only could these cost overruns and delays impact our financial statements but a delay in the completion of a needed IT project could adversely impact our ability to run our business and make fully informed decisions. The introduction of artificial intelligence (“AI”) may present risks to our business.
Among these risks are potential loss of consumer awareness and demand for the acquired companies’ products based on the rebranding of those products under the Company’s legacy brand names.
We may have difficulty, and may incur unanticipated expenses related to, integrating information systems, financial reporting activities, employee retention and integrating and retaining management and personnel from acquired companies. Among these risks are potential loss of consumer awareness and demand for the acquired companies’ products based on the rebranding of those products under the Company’s legacy brand names.
The possible implementation of tariffs or border taxes could increase our cost of goods sold, which could in turn require us to increase our prices and, in the event consumer demand declines as a result, negatively impact our financial performance.
The implementation of tariffs or border taxes has increased our cost of goods sold, which in turn impacted our pricing and our financial performance. The imposition of additional duties, tariffs and quotas could exacerbate this trend.
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For example, President Trump and members of the U.S. Congress have called for substantial changes to tax polices, increases to tariffs on foreign imports into the United States, the imposition of new tariffs and border taxes.
Added
The U.S. government has proposed the implementation of, or did implement, a number of changes to trade policy, including tariffs on imports to the United States from a large number of countries, including baseline tariffs and additional individuals reciprocal tariffs on certain countries with whom the United States has trade deficits.
Removed
Mativ will likely continue to incur substantial integration costs in connection with the Merger. There are a large number of processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the Merger and the integration of the two companies’ businesses, including purchasing, accounting and finance, sales, payroll, pricing and benefits.
Added
If goodwill is further or fully impaired in the future, our results of operations will be negatively impacted further. We evaluate goodwill for impairment at least annually during the fourth quarter or whenever events or changes in circumstances indicate that an evaluation should be completed.
Removed
While Mativ has assumed that certain expenses would be incurred in connection with the Merger and the integration of the businesses, there are many factors beyond Mativ’s control that could affect the total amount or the timing of the integration expenses. Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate accurately.
Added
The impairment test is based on several factors, estimates and assumptions, including macroeconomic conditions, industry and market considerations, overall financial performance, market capitalization and other relevant events. Significant changes to these factors could impact the assumptions used in calculating the fair value of goodwill or intangible assets and may indicate potential impairment. As described in Note 9.
Removed
Although Mativ expects that the elimination of duplicative costs and the realization of other economies of scale-related efficiencies related to the integration of the businesses may offset incremental Merger-related and integration costs over time, any net benefit may not be achieved in the near term or at all.
Added
Goodwill, of the Notes to Consolidated Financial Statements, during the first quarter of 2025, primarily in response to a sustained decline in the Company's share price, an interim quantitative goodwill impairment test was performed, which resulted in a goodwill impairment charge of $411.9 million.
Removed
These integration costs may result in Mativ taking significant charges against earnings, and the amount and timing of such charges are uncertain at present. 22 Combining SWM and Neenah may be more difficult, costly or time consuming than expected, and Mativ may fail to realize some or all of the anticipated benefits of the Merger.
Added
In the fourth quarter of 2025, we completed our annual goodwill assessment and no additional impairment charge was recognized as of December 31, 2025. We will continue to conduct impairment analyses of our goodwill on an annual basis, as well as whenever there are events or changes in circumstances which indicate that the carrying amount may not be recoverable.
Removed
The success of the Merger will depend, in part, on the ability to realize the anticipated cost savings, operational synergies and other perceived benefits from combining the businesses of SWM and Neenah.
Added
We could be required to record additional impairment charges in the future if any recoverability 23 assessments reflect estimated fair values that are less than the carrying values. Further impairments of our goodwill could adversely affect our results of operations.
Removed
To realize the cost savings, operational synergies and other perceived benefits from the Merger, Mativ must successfully integrate and combine the two businesses in a manner that permits those benefits to be realized.
Added
We are in the early stages of adopting artificial intelligence (“AI”) in certain areas of our operations.
Removed
If Mativ is not able to achieve these objectives, the anticipated benefits of the Merger may not be realized fully or at all, or may take longer to realize than expected.
Added
Our increasing use of, or reliance on, AI, machine learning, and other advanced automation technologies could present risks to our business and may expose the Company to additional cybersecurity, data privacy, intellectual property, and regulatory compliance risks, particularly where AI systems depend on third‑party vendors, cloud‑based platforms, or external data sources.
Removed
For example, the actual cost savings, operational synergies and other perceived benefits of the Merger could be less than anticipated or take longer to realize than anticipated for a variety of reasons, including those set forth in these Risk Factors.
Added
In addition, laws and regulations governing the development and use of AI are evolving and may impose additional compliance obligations or restrict certain applications. We rely on a limited number of key employees and our failure to recruit and/or retain senior management and key employees globally could harm our business.
Removed
It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the companies’ ability to maintain relationships with employees, customers, suppliers or other business associates and constituencies or to achieve the anticipated benefits and cost savings of the Merger.
Removed
Integration efforts between the two companies may also divert management attention and resources. These integration matters could have an adverse effect on Mativ during this transition period and for an undetermined period after completion of the Merger on the combined Company. Mativ’s future results may suffer if it does not effectively manage its expanded operations following the Merger.
Removed
Following the completion of the Merger, the size of our business increased significantly. Mativ’s future success will depend, in part, upon its ability to manage this expanded business, which will pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity.
Removed
There can be no assurances that Mativ will be successful or that it will realize the expected operating efficiencies, cost savings, revenue enhancements or other benefits currently anticipated from the Merger. We may not successfully integrate acquisitions into Mativ's operations and we may be unable to achieve anticipated cost savings or other synergies.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

4 edited+0 added−3 removed7 unchanged
Biggest changeThe Company’s Chief Information Officer (the “CIO”) provides quarterly updates to the Audit Committee and the chair of the Audit Committee regularly updates the Board of Directors on cybersecurity matters potentially impacting the Company. Additionally, the CIO briefs the Board of Directors on information security matters at least annually.
Biggest changeGovernance Oversight of cybersecurity risk is a joint responsibility of the Board of Directors and the Audit Committee. The Company’s Chief Information Officer (the “CIO”) provides quarterly updates to the Audit Committee and the chair of the Audit Committee regularly updates the Board of Directors on cybersecurity matters potentially impacting the Company.
We employ a range of tools and services to inform our assessment, identification and management of material risks from cybersecurity threats, which include from time to time: • monitoring emerging data protection laws and implementing responsive changes to our processes; • undertaking periodic reviews of our policies with customers, partners, and suppliers and statements related to cybersecurity; • conducting cybersecurity management and incident training for employees involved in our systems and processes that handle sensitive data; • conducting phishing email simulations for employees and contractors with access to corporate email systems; • requiring employees, as well as third-parties who provide services on our behalf, to treat information and 29 data with care; and • educating our teams on incident response, conducting tabletop exercises and using the findings to improve our processes and technologies.
We employ a range of tools and services to inform our assessment, identification and management of material risks from cybersecurity threats, which include from time to time: • monitoring emerging data protection laws and implementing responsive changes to our processes; • undertaking periodic reviews of our policies with customers, partners, and suppliers and statements related to cybersecurity; • conducting cybersecurity management and incident training for employees involved in our systems and processes that handle sensitive data; • conducting phishing email simulations for employees and contractors with access to corporate email systems; • requiring employees, as well as third-parties who provide services on our behalf, to treat information and data with care; and • educating our teams on incident response, conducting tabletop exercises and using the findings to improve our processes and technologies.
His educational background includes a master’s in business administration in Information Systems from The State University of New York at Albany, and a bachelor’s degree in electrical engineering from Harcourt Butler Technological Institute, Kanpur, India. 30
His educational background includes a master’s in business administration in Information Systems from The State University of New York at Albany, and a bachelor’s degree in electrical engineering from Harcourt Butler Technological Institute, Kanpur, India. 31
In addition to oversight by the Audit Committee and the Board of Directors, our CIO chairs a Working Council that includes our Chief Financial Officer, Chief Human Resources and Communications Officer and our Chief Legal and Administrative Officer.
Additionally, the CIO briefs the Board of Directors on information security matters at least annually. 30 In addition to oversight by the Audit Committee and the Board of Directors, our CIO chairs a Working Council that includes our Chief Financial Officer, Chief Human Resources and Communications Officer and our Chief Legal and Administrative Officer.
Removed
As previously disclosed, during the three-month period ending September 30, 2022, the Company became aware of a cyberattack that had been recently made against certain systems within the Company’s network environment. The attack temporarily affected operations and caused delays in execution of sales transactions at some locations.
Removed
In addition, the Company incurred financial costs to investigate and remediate the incident, some of which was mitigated by insurance. During the incident, the attackers accessed and exfiltrated Company data, including some personally identifying information of certain Company employees. The Company contained the incident, notified affected individuals, and restored operations.
Removed
The Company put in place remediation measures designed to help prevent future similar attacks and implemented certain other enhancements to its security system. Governance Oversight of cybersecurity risk is a joint responsibility of the Board of Directors and the Audit Committee.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed1 unchanged
Biggest changeOur principal production facilities as of December 31, 2024 are summarized below: Geographic Region FAM SAS U.S. 10 10 Europe 3 7 Asia/Pacific 1 2 Americas (excluding U.S.) 0 2 Total (1) 14 21 (1) Includes leased sites as follows: United States - 8, Europe - 2, Asia/Pacific - 3, Americas - 1.
Biggest changeOur principal production facilities as of December 31, 2025 are summarized below: Geographic Region FAM SAS U.S. 9 10 Europe 3 7 Asia/Pacific 1 2 Americas (excluding U.S.) 0 2 Total (1) 13 21 (1) Includes leased sites as follows: United States - 7, Europe - 2, Asia/Pacific - 3, Americas - 1.
Item 2. Properties As of December 31, 2024, we conduct business in over 90 countries and operate 35 production locations worldwide, with offices and facilities in the United States, United Kingdom, China, Germany, France, Belgium, India, Canada, Spain, Italy, Mexico, and Luxembourg.
Item 2. Properties As of December 31, 2025, we conduct business in over 100 countries and operate 34 production locations worldwide, with offices and facilities in the United States, United Kingdom, China, Germany, France, Belgium, India, Canada, Spain, Italy, Mexico, and Luxembourg.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

4 edited+0 added−0 removed4 unchanged
Biggest changeHowever, future events, such as changes in existing laws and regulations, or unknown contamination or costs of remediation of sites owned, operated or used for waste disposal by the Company (including contamination caused by prior owners and operators of such sites or other waste generators) may give rise to additional costs which could have a material effect on its financial condition or results of operations. 31 Indemnification Matters In connection with our spin-off from Kimberly-Clark in 1995, we undertook to indemnify and hold Kimberly-Clark harmless from claims and liabilities related to the businesses transferred to us that were not identified as excluded liabilities in the related agreements.
Biggest changeHowever, future events, such as changes in existing laws and regulations, or unknown contamination or costs of remediation of sites owned, operated or used for waste disposal by the Company (including contamination caused by prior owners and operators of such sites or other waste generators) may give rise to additional costs which could have a material effect on its financial condition or results of operations. 32 Indemnification Matters In connection with our spin-off from Kimberly-Clark in 1995, we undertook to indemnify and hold Kimberly-Clark harmless from claims and liabilities related to the businesses transferred to us that were not identified as excluded liabilities in the related agreements.
As of December 31, 2024, there were no material claims pending under this indemnification. In connection with the EP Divestiture, we undertook to indemnify and hold Evergreen Hill Enterprise harmless from claims and liabilities related to the EP business that were identified as excluded or specified liabilities in the related agreements up to an amount not to exceed $10 million.
As of December 31, 2025, there were no material claims pending under this indemnification. In connection with the EP Divestiture, we undertook to indemnify and hold Evergreen Hill Enterprise harmless from claims and liabilities related to the EP business that were identified as excluded or specified liabilities in the related agreements up to an amount not to exceed $10 million.
We believe that the ultimate disposition of these matters will not have a material effect on the results of operations in a given quarter or year, but no assurances can be given in this regard. Refer to Note 19. Commitments and Contingencies, of the Notes to Consolidated Financial Statements for additional information.
We believe that the ultimate disposition of these matters will not have a material effect on the results of operations in a given quarter or year, but no assurances can be given in this regard. Refer to Note 18. Commitments and Contingencies, of the Notes to Consolidated Financial Statements for additional information.
As of December 31, 2024, there were no material claims pending under this indemnification.
As of December 31, 2025, there were no material claims pending under this indemnification.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

9 edited+1 added−0 removed2 unchanged
Biggest changeThe peer group portfolio includes ten U.S. based materials companies including Berry Global Group Inc, Clearwater Paper Corp., Glatfelter Corp., Graphic Packing Holding Corp, Greif Inc., Deluxe Corp., Rayonier Advanced Materials Inc., Sealed Air Corp, Essentra Plc, and Eastman Chemical Co.
Biggest changeThe peer group portfolio includes nine U.S. based materials companies including Clearwater Paper Corp., Deluxe Corp., Eastman Chemical Co., Essentra Plc, Graphic Packing Holding Corp, Greif Inc., Magnera Corp, Rayonier Advanced Materials Inc., and Sealed Air Corp.
Debt of the Notes to Consolidated Financial 33 Statements, none of which under normal business conditions materially limit our ability to pay such dividends. We will continue to assess our dividend policy in light of our overall strategy, cash generation, debt levels and ongoing requirements for cash to fund operations and to pursue possible strategic opportunities.
Debt of the Notes to Consolidated Financial Statements, none of which under normal business conditions materially limit our ability to pay such dividends. We 34 will continue to assess our dividend policy in light of our overall strategy, cash generation, debt levels and ongoing requirements for cash to fund operations and to pursue possible strategic opportunities.
Recent Sales of Unregistered Securities. We had no unregistered sales of equity securities during the fiscal year ended December 31, 2024. Repurchases of Equity Securities. The Company did not repurchase shares during 2024 and the remaining amount of share repurchases currently authorized by our Board of Directors as of December 31, 2024 is $22.0 million.
Recent Sales of Unregistered Securities. We had no unregistered sales of equity securities during the fiscal year ended December 31, 2025. Repurchases of Equity Securities. The Company did not repurchase shares during 2025 and the remaining amount of share repurchases currently authorized by our Board of Directors as of December 31, 2025 is $22.0 million.
The graph assumes that the value of the investments in the Common Stock and each index were $100 on December 31, 2018, and that all dividends were reinvested. The stock price performance shown on the graph below is not necessarily indicative of future price performance. Comparison of Cumulative Five-Year Return Holders.
The graph assumes that the value of the investments in the Common Stock and each index were $100 on December 31, 2020, and that all dividends were reinvested. The stock price performance shown on the graph below is not necessarily indicative of future price performance. Comparison of Cumulative Five-Year Return Holders.
The following graph compares the total cumulative stockholder return on our Common Stock during the period from December 31, 2018 through December 31, 2024 with the comparable cumulative total returns of the Russell 2000, S&P SmallCap 600 Capped Materials Index and self-constructed peer group, both of which we consider to be reflective of the performance of the industries in which we operate.
The following graph compares the total cumulative stockholder return on our Common Stock during the period from December 31, 2020 through December 31, 2025 with the comparable cumulative total returns of the Russell 2000, S&P SmallCap 600 Capped Materials Index and self-constructed peer group, both of which we consider to be reflective of the performance of the industries in which we operate.
In August 2023, the Board of Directors authorized the repurchase of shares of Mativ Common Stock in an amount not to exceed $30.0 million. Under the current $30.0 million authorization for the share repurchases, the Company purchased 539,386 shares for $8.0 million cumulatively as of February 24, 2025. Item 6. Reserved 34
In August 2023, the Board of Directors authorized the repurchase of shares of Mativ Common Stock in an amount not to exceed $30.0 million. Under the current $30.0 million authorization for the share repurchases, the Company purchased 539,386 shares for $8.0 million cumulatively as of February 23, 2026. Item 6. Reserved 35
As of February 24, 2025, there were 1,775 stockholders of record. Dividends. We have declared and paid cash dividends on our Common Stock every fiscal quarter since the second quarter of 1996. In 2024, 2023 and 2022, we declared and paid cash dividends totaling $0.40, $1.00, and $1.68 per share, respectively.
As of February 23, 2026, there were 1,684 stockholders of record. Dividends. We have declared and paid cash dividends on our Common Stock every fiscal quarter since the second quarter of 1996. In 2025, 2024 and 2023, we declared and paid cash dividends totaling $0.40, $0.40, and $1.00 per share, respectively.
Our common stock, $0.10 par value per share ("Common Stock") is trading on the New York Stock Exchange (NYSE") under the symbol "MATV." Prior to the Merger, our Common Stock was listed on the NYSE, trading under the symbol "SWM" since November 30, 1995. On February 24, 2025, our stock closed at $7.01 per share. Performance Graph.
Our common stock, $0.10 par value per share ("Common Stock") is trading on the New York Stock Exchange (NYSE") under the symbol "MATV." Prior to the Merger, our Common Stock was listed on the NYSE, trading under the symbol "SWM" since November 30, 1995. On February 23, 2026, our stock closed at $10.98 per share. Performance Graph.
On February 19, 2025, we announced a cash dividend of $0.10 per share payable on March 28, 2025 to stockholders of record as of the close of business on March 14, 2025. Our credit agreement covenants require that we maintain certain financial ratios, as disclosed in Note 13.
On February 18, 2026, we announced a cash dividend of $0.10 per share payable on March 27, 2026 to stockholders of record as of the close of business on March 13, 2026. Our credit agreement covenants require that we maintain certain financial ratios, as disclosed in Note 12.
Added
In 2024, the peer group included Berry Global Group Inc. and Glatfelter Corp. which were acquired during 2025 and are no longer peer group public entities. Glatfelter Corp. was replaced with Magnera Corp.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

59 edited+12 added−30 removed42 unchanged
Biggest changeRESULTS OF OPERATIONS Years Ended December 31, 2024 2023 2022 (1) (in millions, except per share amounts) Net sales $ 1,981.1 $ 2,026.0 $ 1,636.9 Cost of products sold 1,617.0 1,670.2 1,330.9 Gross profit 364.1 355.8 306.0 Selling and general expense 233.8 263.9 254.9 Research and development expense 23.0 21.2 18.8 Intangible asset amortization expense 62.9 61.0 53.4 Total nonmanufacturing expenses 319.7 346.1 327.1 Goodwill impairment expense — 401.0 — Restructuring and other impairment expense 38.1 22.6 19.1 Operating profit (loss) 6.3 (413.9) (40.2) Interest expense 74.7 62.2 57.3 Loss on debt extinguishment 7.3 — — Other income (expense), net (3.2) (4.8) 1.0 Loss from continuing operations before income taxes (78.9) (480.9) (96.5) Income tax expense (benefit) (30.2) 26.8 (27.6) Net loss from continuing operations (48.7) (507.7) (68.9) Income from discontinued operations, net of tax — 198.2 62.3 Net loss $ (48.7) $ (309.5) $ (6.6) Net income (loss) per share from continuing operations Basic $ (0.90) $ (9.33) $ (1.64) Diluted $ (0.90) $ (9.33) $ (1.64) (1) Results during the year ended December 31, 2022 include Neenah from the July 6, 2022 acquisition date to December 31, 2022. 38 Comparison of the Years Ended December 31, 2024 and 2023 Net Sales The following table presents net sales by segment (in millions): 2024 2023 Change Percent Change FAM $ 766.5 $ 810.0 $ (43.5) (5.4) % SAS 1,214.6 1,216.0 (1.4) (0.1) % Total $ 1,981.1 $ 2,026.0 $ (44.9) (2.2) % Net sales of $1,981.1 million during the year ended December 31, 2024 decreased $44.9 million, or 2.2% compared to the prior year-end.
Biggest changeRESULTS OF OPERATIONS Years Ended December 31, 2025 2024 2023 (in millions, except per share amounts) Net sales $ 1,987.0 $ 1,981.1 $ 2,026.0 Cost of products sold 1,624.1 1,617.0 1,670.2 Gross profit 362.9 364.1 355.8 Selling and general expense 228.7 233.8 263.9 Research and development expense 23.6 23.0 21.2 Intangible asset amortization expense 63.2 62.9 61.0 Total nonmanufacturing expenses 315.5 319.7 346.1 Goodwill impairment expense 411.9 — 401.0 Restructuring and other impairment expense 19.9 38.1 22.6 Operating profit (loss) (384.4) 6.3 (413.9) Interest expense 71.1 74.7 62.2 Loss on debt extinguishment — 7.3 — Other expense, net (7.5) (3.2) (4.8) Loss from continuing operations before income taxes (463.0) (78.9) (480.9) Income tax expense (benefit) (125.6) (30.2) 26.8 Net loss from continuing operations (337.4) (48.7) (507.7) Income from discontinued operations, net of tax — — 198.2 Net loss $ (337.4) $ (48.7) $ (309.5) Net income (loss) per share from continuing operations Basic $ (6.19) $ (0.90) $ (9.33) Diluted $ (6.19) $ (0.90) $ (9.33) 39 Comparison of the Years Ended December 31, 2025 and 2024 Net Sales The following table presents net sales by segment (in millions): 2025 2024 Change Percent Change FAM $ 767.5 $ 766.5 $ 1.0 0.1 % SAS 1,219.5 1,214.6 4.9 0.4 % Total $ 1,987.0 $ 1,981.1 $ 5.9 0.3 % The following table presents components of change in net sales by segment for the year ended December 31, 2025 compared to 2024 (as a percentage of net sales): Percent Change in Net Sales FAM SAS Total Volume/mix 0.1 % 2.0 % 1.3 % Sales associated with exited facilities — (3.5) (2.1) Total volume/mix 0.1 (1.5) (0.8) Selling price (1.1) 1.0 0.2 Currency translation 1.1 0.9 0.9 Total percent change 0.1 % 0.4 % 0.3 % FAM segment net sales of $767.5 million during the year ended December 31, 2025 increased $1.0 million, or 0.1% compared to prior year-end.
The Indenture contains certain covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries to incur additional indebtedness, make certain dividends, repurchase Company stock or make other distributions, make certain investments, create liens, transfer or sell assets, merge or consolidate and enter into 45 transactions with the Company’s affiliates.
The Indenture contains certain covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries to incur additional indebtedness, make certain dividends, repurchase Company stock or make other distributions, make certain investments, create liens, transfer or sell assets, merge or consolidate and enter into transactions with the Company’s affiliates.
For the SAS segment, we generally expect to deliver growth relatively in line with long-term broad economic growth in the U.S. and to some extent Europe and China. 46 FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act") that are subject to the safe harbor created by the Act and other legal protections.
For the SAS segment, we generally expect to deliver growth relatively in line with long-term broad economic growth in the U.S. and to some extent Europe and China. 47 FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act") that are subject to the safe harbor created by the Act and other legal protections.
Refer to Note 13. Debt of the Notes to Consolidated Financial Statements, for more information. On February 10, 2021, we amended our Credit Agreement to, among other things, add a new seven-year $350.0 million Term Loan B Facility (the “Term Loan B Facility”) and to decrease the incremental loans that may be extended at the Company’s request to $250.0 million.
Debt of the Notes to Consolidated Financial Statements, for more information. On February 10, 2021, we amended our Credit Agreement to, among other things, add a new seven-year $350.0 million Term Loan B Facility (the “Term Loan B Facility”) and to decrease the incremental loans that may be extended at the Company’s request to $250.0 million. Refer to Note 12.
The determination of the forecasted financial covenants requires management to make significant estimates and assumptions related to forecasts of future cash flows, future net debt, and future benefits from Merger synergies.
The determination of the forecasted financial covenants requires management to make significant estimates and assumptions related to forecasts of future cash flows, future net debt, and future benefits from future synergies.
Future deterioration in these conditions may require us to perform an interim quantitative impairment test in 2025. The fair value estimates used in the assessment of impairment for goodwill consider historical trends in addition to significant assumptions including projections of future performance. Changes in these assumptions can have a significant impact on the assessment of fair value.
Future deterioration in these conditions may require us to perform an interim quantitative impairment test in 2026. The fair value estimates used in the assessment of impairment for goodwill consider historical trends in addition to significant assumptions including projections of future performance. Changes in these assumptions can have a significant impact on the assessment of fair value.
For a comparison of the Company’s results of operations for the year ended December 31, 2023 to the year ended December 31, 2022, refer to Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the U.S.
For a comparison of the Company’s results of operations for the year ended December 31, 2024 to the year ended December 31, 2023, refer to Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the U.S.
The Company was in compliance with all of its covenants under the Indenture at December 31, 2024. For a comparison of liquidity and capital resources and the Company’s cash flow activities for the fiscal year ended December 31, 2023 and 2022, refer to Item 7.
The Company was in compliance with all of its covenants under the Indenture at December 31, 2025. For a comparison of liquidity and capital resources and the Company’s cash flow activities for the fiscal year ended December 31, 2024 and 2023, refer to Item 7.
As discussed in Note 9. Discontinued Operations of the Notes to Consolidated Financial Statements, the results from continuing operations exclude the results of our EP Business for all periods presented. All information presented within this MD&A is on a continuing operations basis.
As discussed in Note 8. Discontinued Operations of the Notes to Consolidated Financial Statements, the results from continuing operations exclude the results of our EP Business for all periods presented. All information presented within this MD&A is on a continuing operations basis.
Changes in these factors could materially impact our financial condition, results of operations, and our cash flows. For further information, refer to "Litigation" in Part I, Item 3, "Legal Proceedings" and Note 19.
Changes in these factors could materially impact our financial condition, results of operations, and our cash flows. For further information, refer to "Litigation" in Part I, Item 3, "Legal Proceedings" and Note 18.
The Company was in compliance with all of its covenants under the amended Credit Agreement at December 31, 2024. With the current level of borrowing and forecasted results, we expect to remain in compliance with our amended Credit Agreement financial covenants.
The Company was in compliance with all of its covenants under the amended Credit Agreement at December 31, 2025. With the current level of borrowing and forecasted results, we expect to remain in compliance with our amended Credit Agreement financial covenants.
Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance unless expressed as such and should only be viewed as historical data. 48
Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance unless expressed as such and should only be viewed as historical data. 49
Risk Factors of this report, as well as the following factors: • Risks associated with the implementation of our strategic growth initiatives, including diversification, and the Company's understanding of, and entry into, new industries and technologies; • Risks associated with acquisitions, dispositions, strategic transactions and global asset realignment initiatives of Mativ; • Adverse changes in our end-market sectors impacting key customers; • Changes in the source and intensity of competition in our commercial end-markets; • Adverse changes in sales or production volumes, pricing and/or manufacturing costs; • Seasonal or cyclical market and industry fluctuations which may result in reduced net sales and operating profits during certain periods; • Risks associated with our technological advantages in our intellectual property and the likelihood that our current technological advantages are unable to continue indefinitely; • Supply chain disruptions, including the failure of one or more material suppliers, including energy, resin, fiber, and chemical suppliers, to supply materials as needed to maintain our product plans and cost structure; • Increases in operating costs due to inflation and continuing increases in the inflation rate or otherwise, such as labor expense, compensation and benefits costs; • Our ability to attract and retain key personnel, labor shortages, labor strikes, stoppages or other disruptions; • Changes in general economic, financial and credit conditions in the U.S., Europe, China and elsewhere, including the impact thereof on currency exchange rates (including any weakening of the Euro) and on interest rates; • A failure in our risk management and/or currency or interest rate swaps and hedging programs, including the failures of any insurance company or counterparty; • Changes in the manner in which we finance our debt and future capital needs, including potential acquisitions; • Changes in tax rates, the adoption of new U.S. or international tax legislation or exposure to additional tax liabilities; • Uncertainty as to the long-term value of the common stock of Mativ; • Changes in employment, wage and hour laws and regulations in the U.S. and elsewhere, including unionization rules and regulations by the National Labor Relations Board, equal pay initiatives, additional anti-discrimination rules or tests and different interpretations of exemptions from overtime laws; 47 • The impact of tariffs, and the imposition of any future additional tariffs and other trade barriers, and the effects of retaliatory trade measures; • Existing and future governmental regulation and the enforcement thereof that may materially restrict or adversely affect how we conduct business and our financial results; • Weather conditions, including potential impacts, if any, from climate change, known and unknown, and natural disasters or unusual weather events; • International conflicts and disputes, such as the ongoing conflict between Russia and Ukraine, the war between Israel and Hamas and the broader regional conflict in the Middle East, which restrict our ability to supply products into affected regions, due to the corresponding effects on demand, the application of international sanctions, or practical consequences on transportation, banking transactions, and other commercial activities in troubled regions; • Compliance with the FCPA and other anti-corruption laws or trade control laws, as well as other laws governing our operations; • Risks associated with pandemics and other public health emergencies; • The number, type, outcomes (by judgment or settlement) and costs of legal, tax, regulatory or administrative proceedings, litigation and/or amnesty programs; • Increased scrutiny from stakeholders related to environmental, social and governance ("ESG") matters, as well as our ability to achieve our broader ESG goals and objectives; • Costs and timing of implementation of any upgrades or changes to our information technology systems; • Failure by us to comply with any privacy or data security laws or to protect against theft of customer, employee and corporate sensitive information; • Information technology system failures, data security breaches, network disruptions, and cybersecurity events; and • Other factors described elsewhere in this document and from time to time in documents that we file with the SEC.
Risk Factors of this report, as well as the following factors: • Risks associated with the implementation of our strategic growth initiatives, including diversification, and the Company's understanding of, and entry into, new industries and technologies; • Risks associated with acquisitions, dispositions, strategic transactions and global asset realignment initiatives of Mativ; • Risks related to the impairment of goodwill; • Adverse changes in our end-market sectors impacting key customers; • Changes in the source and intensity of competition in our commercial end-markets; • Adverse changes in sales or production volumes, pricing and/or manufacturing costs; • Seasonal or cyclical market and industry fluctuations which may result in reduced net sales and operating profits during certain periods; • Risks associated with our technological advantages in our intellectual property and the likelihood that our current technological advantages are unable to continue indefinitely; • Supply chain disruptions, including the failure of one or more material suppliers, including energy, resin, fiber, and chemical suppliers, to supply materials as needed to maintain our product plans and cost structure; • Increases in operating costs due to inflation and continuing increases in the inflation rate or otherwise, such as labor expense, compensation and benefits costs; • Our ability to attract and retain key personnel, labor shortages, labor strikes, stoppages or other disruptions; • Changes in general economic, financial and credit conditions in the U.S., Europe, China and elsewhere, including the impact thereof on currency exchange rates (including any weakening of the Euro) and on interest rates; • A failure in our risk management and/or currency or interest rate swaps and hedging programs, including the failures of any insurance company or counterparty; • Changes in the manner in which we finance our debt and future capital needs, including potential acquisitions; • Changes in tax rates, the adoption of new U.S. or international tax legislation or exposure to additional tax liabilities; • Uncertainty as to the long-term value of the common stock of Mativ; • Changes in employment, wage and hour laws and regulations in the U.S. and elsewhere, including unionization rules and regulations by the National Labor Relations Board, equal pay initiatives, additional anti-discrimination rules or tests and different interpretations of exemptions from overtime laws; 48 • The impact of tariffs, and the imposition of any future additional tariffs and other trade barriers, and the effects of retaliatory trade measures; • Existing and future governmental regulation and the enforcement thereof that may materially restrict or adversely affect how we conduct business and our financial results; • Weather conditions, including potential impacts, if any, from climate change, known and unknown, and natural disasters or unusual weather events; • International conflicts and disputes, such as the ongoing conflict between Russia and Ukraine, and regional conflict in the Middle East, which restrict our ability to supply products into affected regions, due to the corresponding effects on demand, the application of international sanctions, or practical consequences on transportation, banking transactions, and other commercial activities in troubled regions; • Compliance with the FCPA and other anti-corruption laws or trade control laws, as well as other laws governing our operations; • Risks associated with pandemics and other public health emergencies; • The number, type, outcomes (by judgment or settlement) and costs of legal, tax, regulatory or administrative proceedings, litigation and/or amnesty programs; • Increased scrutiny from stakeholders related to environmental, social and governance ("ESG") matters, as well as our ability to achieve our broader ESG goals and objectives; • Costs and timing of implementation of any upgrades or changes to our information technology systems; • Failure by us to comply with any privacy or data security laws or to protect against theft of customer, employee and corporate sensitive information; • Risks and uncertainties associated with the introduction of AI, machine learning, and process automation, including rapid technological change, evolving regulatory frameworks, data quality and security, and reliance on third‑party AI tools or vendors; • Information technology system failures, data security breaches, network disruptions, and cybersecurity events; and • Other factors described elsewhere in this document and from time to time in documents that we file with the SEC.
"Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the U.S. Securities and Exchange Commission on February 29, 2024. Other Factors affecting Liquidity and Capital Resources Debt Interest Obligations.
"Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the U.S. Securities and Exchange Commission on February 27, 2025. Other Factors affecting Liquidity and Capital Resources Debt Interest Obligations.
Per the terms of the Company's amended Credit Agreement, net leverage was 4.4 at December 31, 2024, versus a current maximum covenant ratio of 5.50x. The Company’s nearest debt maturities are our Revolving Credit Facility, Term Loan A Facility, and Delayed Draw Term Loan Facility, due on May 6, 2027.
Under the terms of the Company's amended Credit Agreement, net leverage was 4.2 at December 31, 2025, versus a current maximum covenant ratio of 5.50x. The Company’s nearest debt maturities are our Revolving Credit Facility, Term Loan A Facility, and Delayed Draw Term Loan Facility, due on May 6, 2027.
Commitments and Contingencies of the Notes to Consolidated Financial Statements. 36 Property, Plant and Equipment Valuation Certain of our manufacturing processes are capital intensive; as a result, we make substantial investments in property, plant and equipment which are recorded at cost. Net property, plant and equipment comprised 25% of our total assets as of December 31, 2024.
Commitments and Contingencies of the Notes to Consolidated Financial Statements. 37 Property, Plant and Equipment Valuation Certain of our manufacturing processes are capital intensive; as a result, we make substantial investments in property, plant and equipment which are recorded at cost. Net property, plant and equipment comprised 30% of our total assets as of December 31, 2025.
In December 2024, the Company further amended its Credit Agreement to increase the applicable rate margin to 2.75% with respect to revolving loans and delayed draw term loans borrowed at the adjusted Term SOFR rate, adjusted EURIBOR rate or Daily Simple RFR rate, as applicable, and letter of credit fees, 1.75% with respect to revolving loans and delayed draw term loans borrowed at the ABR rate, 3.00% with respect to Term A Loans borrowed at the adjusted Term SOFR rate or adjusted EURIBOR rate, as applicable, and 2.00% with respect to Term A Loans borrowed at the ABR rate and the commitment fee rate to 0.45%, in each case, when the net debt to EBITDA ratio is greater than or equal to 5.00 to 1.00.
Additionally, we added a $650.0 million delayed draw term loan facility (the "Delayed Draw Term Loan Facility"). 44 In December 2024, the Company amended its Credit Agreement to increase the applicable rate margin to 2.75% with respect to revolving loans and delayed draw term loans borrowed at the adjusted Term SOFR rate, adjusted EURIBOR rate or Daily Simple RFR rate, as applicable. , and letter of credit fees, 1.75% with respect to revolving loans and delayed draw term loans borrowed at the ABR rate, 3.00% with respect to Term A Loans borrowed at the adjusted Term SOFR rate or adjusted EURIBOR rate, as applicable, and 2.00% with respect to Term A Loans borrowed at the ABR rate and the commitment fee rate to 0.45%, in each case, when the net debt to EBITDA ratio is greater than or equal to 5.00 to 1.00.
Forward-looking statements include, without limitation, those regarding the incurrence of additional debt and expected maturities of the Company’s debt obligations, the adequacy of our sources of liquidity and capital, acquisition integration and growth prospects (including international growth), the cost and timing of our restructuring actions, the impact of ongoing litigation matters and environmental claims, the amount of capital spending and/or common stock repurchases, future cash flows, purchase accounting impacts, impacts and timing of our ongoing operational excellence and other cost-reduction and cost-optimization initiatives, profitability, and cash flow, the expected benefits and accretion of the Neenah merger and Scapa acquisition and integration, whether the strategic benefits of the EP Divestiture can be achieved and other statements generally identified by words such as "believe," "expect," "intend," "guidance," "plan," "forecast," "potential," "anticipate," "confident," "project," "appear," "future," "should," "likely," "could," "may," "will," "typically" and similar words.
Forward-looking statements include, without limitation, those regarding the incurrence of additional debt and expected maturities of the Company’s debt obligations, the adequacy of our sources of liquidity and capital, acquisition integration and growth prospects (including international growth), the cost and timing of our restructuring actions, the impact of ongoing litigation matters and environmental claims, the amount of capital spending and/or common stock repurchases, future cash flows, purchase accounting impacts, impacts and timing of our ongoing operational excellence and other cost-reduction and cost-optimization initiatives, profitability, and cash flow, statement regarding the strategic benefits of divestitures, statements regarding the impact of tariffs and trade actions and other statements generally identified by words such as "believe," "expect," "intend," "guidance," "plan," "forecast," "potential," "anticipate," "confident," "project," "appear," "future," "should," "likely," "could," "may," "will," "typically" and similar words.
The annual impairment test performed on October 1, 2024, 2023 and 2022 resulted in no impairment. We continue to monitor the impact of the sustained impact of macro-economic conditions, an increasingly global competitive environment, along with continued volatility in the construction and automotive sectors.
The annual impairment tests performed on October 1, 2025, 2024 and 2023 resulted in no impairment charges. We continue to monitor the impact of the sustained impact of macro-economic conditions, an increasingly global competitive environment, along with continued volatility particularly in the construction and automotive sectors.
In the year ended December 31, 2024, net changes in operating working capital increased cash flow by $0.1 million primarily related to changes in accounts payable and other current liabilities and accounts receivable, partially offset by an increase in inventories.
In 2024, net changes in operating working capital increased cash flow by $0.1 million primarily related to changes in accounts payable and other current liabilities and accounts receivable, partially offset by an increase in inventories.
For more information on the goodwill impairment, refer to Note 10. Goodwill of the Notes to Consolidated Financial Statements. The Company incurred restructuring and other impairment charges of 37 $38.1 million and $22.6 million, in 2024 and 2023, respectively, primarily related to exiting certain product categories and site closures.
For more information on the goodwill impairment, refer to Note 9. Goodwill of the Notes to Consolidated Financial Statements. The Company incurred restructuring and other impairment charges of $19.9 million and $38.1 million, in 2025 and 2024, respectively, primarily related to exiting certain product categories and site closures.
The weighted average effective interest rate on our debt facilities, including the impact of hedges, was approximately 6.41% and 5.98% for the years-ended December 31, 2024 and 2023, respectively.
The weighted average effective interest rate on our debt facilities, including the impact of hedges, was approximately 7.46% and 6.41% for the years-ended December 31, 2025 and 2024, respectively.
A major factor in our liquidity and capital resource planning is our generation of cash flow from operations, which is sensitive to changes in the mix of products sold, volume and pricing of our products, as well as changes in our production volumes, costs and working capital.
Securities and Exchange Commission on February 27, 2025. 42 LIQUIDITY AND CAPITAL RESOURCES Liquidity & Cash Flow A major factor in our liquidity and capital resource planning is our generation of cash flow from operations, which is sensitive to changes in the mix of products sold, volume and pricing of our products, as well as changes in our production volumes, costs and working capital.
Subject to certain conditions, including the absence of a default or event of default under the Credit Agreement, the Company may request incremental loans to be extended under the Revolving Credit Facility or as additional Term Loan Facilities so long as the Company is in pro forma compliance with the financial covenants set forth in the Credit Agreement and the aggregate of such increases does not exceed $400.0 million.
Subject to certain conditions, the Company may request incremental loans to be extended under the Revolving Credit Facility or as additional Term Loan Facilities so long as the Company is in pro forma compliance with the required financial covenants and the aggregate of such increases does not exceed $400.0 million. Refer to Note 12.
Borrowings under the Term Loan B Facility in Euros will bear interest equal to EURIBOR (subject to a minimum floor of 0%) plus 3.75%.
Borrowings under the Term Loan B Facility will bear interest, equal to a forward-looking term rate based on Term SOFR (subject to a minimum floor of 0.75%) plus 2.75%. Borrowings under the Term Loan B Facility in Euros will bear interest equal to EURIBOR (subject to a minimum floor of 0%) plus 3.75%.
The Indenture provides that interest on the 2029 Notes will accrue from October 7, 2024 and is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2025, and the 2029 Notes mature on October 1, 2029, subject to earlier repurchase or redemption.
Interest on the 2029 Notes is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2025, and the 2029 Notes mature on October 1, 2029, subject to earlier repurchase or redemption.
Debt Instruments and Related Covenants The following table presents activity related to our debt instruments for the years-ended (in millions): Years Ended December 31, 2024 2023 Proceeds from long-term debt $ 531.0 $ 241.0 Payments on long-term debt (554.7) (834.6) Net (payments) proceeds from borrowings $ (23.7) $ (593.6) Net payments from borrowings were $23.7 million during the year ended December 31, 2024 compared to net payments from borrowings of $593.6 million during the prior year-end.
The following table presents activity related to our debt instruments for the years-ended (in millions): Years Ended December 31, 2025 2024 Proceeds from long-term debt $ 82.0 $ 531.0 Payments on long-term debt (161.9) (554.7) Net payments on borrowings $ (79.9) $ (23.7) Net payments from borrowings were $79.9 million during the year ended December 31, 2025 compared to net payments from borrowings of $23.7 million during the prior year-end.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS For a discussion regarding recently adopted accounting pronouncements, refer to Recently adopted Accounting Pronouncements included in Note 2. Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements. SUMMARY In 2024, we reported a net loss of $48.7 million on total net sales of $1,981.1 million.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS For a discussion regarding recently adopted accounting pronouncements, refer to Recently adopted Accounting Pronouncements included in Note 2. Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements. 38 SUMMARY In 2025, we reported a net loss of $337.4 million on total net sales of $1,987.0 million.
Net Loss and Loss per Share Net loss in the year ended December 31, 2024 was $48.7 million, or $0.90 per diluted share, compared to net loss of $507.7 million, or $9.33 per diluted share, during the prior year period.
Net Loss and Loss per Share Net loss in the year ended December 31, 2025 was $337.4 million, or $6.19 per diluted share, compared to net loss of $48.7 million, or $0.90 per diluted share, during the prior year period.
Debt interest obligations as of December 31, 2024 amount to $281.7 million over the next five years, Approximately $83.2 million, $83.1 million, and $56.0 million is due annually in 2025, 2026, and 2027, respectively, with the remainder being due in 2028 and 2029. Other Obligations.
Debt interest obligations as of December 31, 2025 amount to $185.0 million over the next five years, Approximately $73.6 million, $52.2 million, and $34.9 million is due annually in 2026, 2027, and 2028, respectively, with the remainder being due in 2029 and 2030. Other Obligations.
Gross Profit The following table presents gross profit (in millions): Percent Change Percent of Net Sales 2024 2023 Change 2024 2023 Net sales $ 1,981.1 $ 2,026.0 $ (44.9) (2.2) % 100.0 % 100.0 % Cost of products sold 1,617.0 1,670.2 (53.2) (3.2) % 81.6 % 82.4 % Gross profit $ 364.1 $ 355.8 $ 8.3 2.3 % 18.4 % 17.6 % Gross profit of $364.1 million during the year ended December 31, 2024 increased $8.3 million, or 2.3%, compared to the prior year period which reflected favorable relative net selling price and input cost performance, partially offset by lower volume/mix.
Gross Profit The following table presents gross profit (in millions): Percent Change Percent of Net Sales 2025 2024 Change 2025 2024 Net sales $ 1,987.0 $ 1,981.1 $ 5.9 0.3 % Cost of products sold 1,624.1 1,617.0 7.1 0.4 % 81.7 % 81.6 % Gross profit $ 362.9 $ 364.1 $ (1.2) (0.3) % 18.3 % 18.4 % Gross profit of $362.9 million during the year ended December 31, 2025 decreased $1.2 million, or 0.3%, compared to the prior year period which reflected higher distribution and manufacturing costs, and lower volume/mix, partially offset by favorable relative net selling price and input cost performance.
In connection with the Merger, we further amended our Credit Agreement on May 6, 2022 in order to extend the maturity of the Revolving Credit Facility and the Term Loan A Facility to May 6, 2027, and to increase the availability under the Revolving Credit Facility, subject to consummation of the Merger, to $600.0 million.
On May 6, 2022 the Company amended its Credit Agreement to extend the maturity of the Revolving Credit Facility and the Term Loan A Facility to May 6, 2027, and to increase the availability under the Revolving Credit Facility to $600.0 million.
The applicable margin for borrowings under the revolving credit agreement is expected to range from 1.00% to 2.75% for SOFR loans and EURIBOR loans, and from 0.00% to 1.75% for base rate loans, in each case, depending on the Company’s then current net debt to EBITDA ratio. 44 Borrowings under the Term Loan B Facility will bear interest, equal to a forward-looking term rate based on Term SOFR (subject to a minimum floor of 0.75%) plus 2.75%.
The applicable margin for borrowings under the revolving credit agreement is expected to range from 1.00% to 2.75% for SOFR loans and EURIBOR loans, and from 0.00% to 1.75% for base rate loans, in each case, depending on the Company’s then current net debt to EBITDA ratio.
Under the terms of the amended Credit Agreement, Mativ will continue to be required to maintain certain financial ratios and comply with certain financial covenants, as amended by the Amendment, including a requirement (a) to maintain a minimum interest coverage ratio of 2.50 to 1.00 over each consecutive four fiscal quarter period ending December 31, 2024 through December 31, 2025 with a step-up to 2.75 to 1.00 for each such period thereafter and (b) to maintain a maximum net debt to EBITDA ratio of 5.50 to 1.00 over each consecutive four fiscal quarter period ending December 31, 2024 through December 31, 2025 with a step-down to 5.25 to 1.00 for each such period thereafter.
Under the terms of the amended Credit Agreement, Mativ must maintain certain financial ratios and comply with certain financial covenants , including a requirement (a) to maintain a minimum interest coverage ratio of 2.50 to 1.00 over each consecutive four fiscal quarter period ending December 31, 2024 through December 31, 2025 with a step-up to 2.75 to 1.00 for each such period thereafter and (b) to maintain a maximum net debt to EBITDA ratio of 5.50 to 1.00 over each consecutive four fiscal quarter period ending December 31, 2024 through December 31, 2025 with a step-down to 5.25 to 1.00 for each such period thereafter. borrowings and loans made under the amended Credit Agreement are secured by substantially all of the Company’s and the guarantors’ personal property, excluding certain customary items of collateral, and will be guaranteed by the Company’s existing and future wholly-owned direct material domestic subsidiaries and by Mativ Luxembourg (formerly known as SWM Luxembourg).
Changes to the forecasted revenue growth, earnings before income taxes, depreciation and amortization (“EBITDA”), net debt, and benefits from Merger synergies may result in a significantly different estimate of our forecasted financial covenant ratios. Our total debt to capital ratios, as calculated under the amended Credit Agreement, at December 31, 2024 and December 31, 2023 were 55.9% and 53.8%, respectively.
Changes to the forecasted revenue growth, earnings before income taxes, depreciation and amortization (“EBITDA”), net debt, and benefits from future synergies may result in a significantly different estimate of our forecasted financial covenant ratios.
We have certain purchase obligations as of December 31, 2024, under which we are required to make minimum payments for goods and services including raw materials, capital projects and energy. These obligations amount to approximately $100.6 million of which $84.3 million is obligated over the next year and the remainder is obligated over the next five years.
We have certain purchase obligations as of December 31, 2025, under which we are required to make minimum payments for goods and services including raw materials, capital projects and energy.
Compared to the prior year, net sales decreased $44.9 million, or 2.2%. Sales reflected lower volumes including volumes associated with closed and divested facilities (-1.3%) and lower selling prices (-1.1%). FAM segment net sales decreased $43.5 million, or 5.4%, compared to prior year primarily driven by lower volume (-3.7%) and lower selling prices (-1.9%).
Compared to the prior year, net sales increased $5.9 million, or 0.3%. Sales reflected higher volume/mix, favorable currency translation, and higher selling prices, partially offset by sales associated with exited facilities. FAM segment net sales increased $1.0 million, or 0.1%, compared to prior year primarily driven by favorable currency translation, partially offset by lower selling prices.
Income Taxes The $30.2 million benefit and $26.8 million expense for income taxes in the years-ended December 31, 2024 and 2023, respectively, resulted in an effective tax rate of 38.3% compared with (5.6)% in the prior year. The net change was primarily due a non-deductible goodwill impairment in the prior period, and a change in a valuation allowance.
Income Taxes The $125.6 million benefit and $30.2 million benefit for income taxes in the years-ended December 31, 2025 and 2024, respectively, resulted in an effective tax rate of 27.1% compared with 38.3% in the prior year.
During the year ended December 31, 2023, we performed an interim quantitative goodwill impairment test, which resulted in a non-cash impairment charge of $401.0 million related to certain reporting units which are now included in the SAS reportable segment. Refer to Note 10. Goodwill, of the Notes to Consolidated Financial Statements for additional information.
During the years ended December 31, 2025 and 2023, we performed interim quantitative goodwill impairment tests, which resulted in non-cash impairment charges of $411.9 million and $401.0 million, respectively. Refer to Note 9. Goodwill, of the Notes to Consolidated Financial Statements for additional information.
The balance under the Term Loan B Facility was $116.5 million as of December 31, 2024.
Debt of the Notes to Consolidated Financial Statements for additional information about the Term Loan B Facility. The balance under the Term Loan B Facility was $116.5 million as of December 31, 2025.
FAM segment net sales of $766.5 million during the year ended December 31, 2024 decreased $43.5 million, or 5.4% compared to prior year-end. Sales reflected lower volume (-3.7%) and lower selling prices (-1.9%). SAS segment net sales of $1,214.6 million during the year ended December 31, 2024 decreased $1.4 million, or 0.1% compared to the prior year-end.
Sales reflected favorable currency translation, offset by lower selling prices. SAS segment net sales of $1,219.5 million during the year ended December 31, 2025 increased $4.9 million, or 0.4% compared to the prior year-end. Sales reflected higher volume/mix, higher selling prices, and favorable currency translation, partially offset by sales associated with exited facilities.
Nonmanufacturing Expenses The following table presents nonmanufacturing expenses (in millions): Percent Change Percent of Net Sales 2024 2023 Change 2024 2023 Selling and general expense $ 233.8 $ 263.9 $ (30.1) (11.4) % 11.8 % 13.0 % Research and development expense 23.0 21.2 1.8 8.5 % 1.2 % 1.0 % Intangible asset amortization expense 62.9 61.0 1.9 3.1 % 3.2 % 3.0 % Nonmanufacturing expenses $ 319.7 $ 346.1 $ (26.4) (7.6) % 16.2 % 17.0 % Nonmanufacturing expenses of $319.7 million during the year ended December 31, 2024 decreased $26.4 million, or 7.6%, compared to the prior year period primarily driven by lower integration related and divestiture costs, and savings from the Plan. 39 Restructuring and Other Impairment Expense The following table presents restructuring and other impairment expense by segment (in millions): Percent of Net Sales 2024 2023 Change 2024 2023 FAM $ 5.7 $ 2.8 $ 2.9 0.7 % 0.4 % SAS 29.0 19.4 9.6 2.4 % 1.6 % Unallocated expenses 3.4 0.4 3.0 Total $ 38.1 $ 22.6 $ 15.5 1.9 % 1.1 % The Company incurred total restructuring and other impairment expense of $38.1 million in the year ended December 31, 2024, compared to $22.6 million in the year ended December 31, 2023, an increase of $15.5 million.
FAM gross profit decreased $10.9 million, or 6.3% and SAS gross profit increased $9.7 million, or 5.1%. 40 Nonmanufacturing Expenses The following table presents nonmanufacturing expenses (in millions): Percent Change Percent of Net Sales 2025 2024 Change 2025 2024 Selling and general expense $ 228.7 $ 233.8 $ (5.1) (2.2) % 11.5 % 11.8 % Research and development expense 23.6 23.0 0.6 2.6 % 1.2 % 1.2 % Intangible asset amortization expense 63.2 62.9 0.3 0.5 % 3.2 % 3.2 % Nonmanufacturing expenses $ 315.5 $ 319.7 $ (4.2) (1.3) % 15.9 % 16.2 % Nonmanufacturing expenses of $315.5 million during the year ended December 31, 2025 decreased $4.2 million, or 1.3%, compared to the prior year period primarily due to lower selling and general expense as a result of actions taken under an organizational realignment initiative ("the Plan").
SAS segment net sales decreased $1.4 million, or 0.1%, compared to prior year primarily driven by lower selling prices (-0.6%), partially offset by higher volume (2.3%) net of closed and divested facilities (-2.0%). The decrease in net loss in 2024 compared to 2023 was primarily due to the $401.0 million goodwill impairment recorded in the prior period.
SAS segment net sales increased $4.9 million, or 0.4%, compared to prior year primarily driven by higher volume/mix, higher selling prices, and favorable currency translation, partially offset by sales associated with exited facilities. The increase in net loss in 2025 compared to 2024 was primarily due to the $411.9 million goodwill impairment expense.
In 2023, net changes in operating working capital decreased cash flow by $19.8 million primarily related to decreases in accounts payable and other current liabilities. Cash Provided by (Used in) Investing Cash used in investing activities in the year ended December 31, 2024 was $44.7 million compared to $61.4 million in the prior year.
In the year ended December 31, 2025, net changes in operating working capital increased cash flow by $8.4 million primarily related to changes in inventories and accounts payable and other current liabilities, partially offset by an increase in accounts receivable.
Discontinued Operations of the Notes to Consolidated Financial Statements for more information on the discontinued operation and transaction. 35 CRITICAL ACCOUNTING ESTIMATES We disclose those accounting estimates that we consider to be significant in determining the amounts to be utilized for communicating our consolidated financial position, results of operations and cash flows in the first note to our consolidated financial statements included elsewhere herein.
Although we are continuing to monitor the impact of such announcements, as well as opportunities to mitigate their related impacts, costs and other effects associated with the tariffs remain uncertain. 36 CRITICAL ACCOUNTING ESTIMATES We disclose those accounting estimates that we consider to be significant in determining the amounts to be utilized for communicating our consolidated financial position, results of operations and cash flows in the first note to our consolidated financial statements included elsewhere herein.
The covenants contained in our Indenture and amended Credit Agreement, each, as defined below in "Debt Instruments and Related Covenants," require that we maintain certain financial ratios, as disclosed in Note 13. Debt of the Notes to Consolidated Financial Statements, none of which under normal business conditions materially limit our ability to pay such dividends.
The Company is subject to covenants, discussed below, which require that we maintain certain financial ratios none of which under normal business conditions materially limit our ability to pay such dividends.
Indenture for 8.00% Senior Unsecured Notes Due 2029 On October 7, 2024, the Company closed a private offering of $400.0 million of 8.000% senior unsecured notes due 2029 (the “2029 Notes”).
Our total debt to capital ratios, as calculated under the amended Credit Agreement, at December 31, 2025 and December 31, 2024 were 67.1% and 55.9%, respectively. 45 Indenture for 8.00% Senior Unsecured Notes Due 2029 On October 7, 2024, the Company closed a private offering of $400.0 million of 8.000% senior unsecured notes due 2029 (the “2029 Notes”).
For both segments, we expect our long-term growth outlook to be driven by macro factors affecting our served end-markets, as well as industry demand for many of our key applications.
These obligations amount to approximately $105.1 million of which $84.3 million is obligated over the next year and the remainder is obligated over the next five years. 46 OUTLOOK For both Filtration & Advanced Materials (FAM) and Sustainable & Adhesive Solutions (SAS) segments, we expect our long-term growth outlook to be driven by macro factors affecting our served end-markets, as well as industry demand for many of our key applications.
Dividend Payments We have declared and paid cash dividends on our common stock every fiscal quarter since the second quarter of 1996. On February 19, 2025, we announced a cash dividend of $0.10 per share payable on March 28, 2025, to stockholders of record as of the close of business on March 14, 2025.
On February 18, 2026, we announced a cash dividend of $0.10 per share payable on March 27, 2026, to stockholders of record as of the close of business on March 13, 2026.
Cash used in investing activities for the current and prior years were mainly attributable to capital spending. Cash Provided by (Used in) Financing Activities Cash used in financing activities in the year ended December 31, 2024 was $55.9 million compared to used in financing activities of $662.0 million in the prior year.
Cash used in investing activities decreased $19.7 million during the year ended December 31, 2025 compared to the prior year and was attributable to lower capital spending. Cash used in financing activities increased $50.8 million during the year ended December 31, 2025 compared to the prior year.
In the SAS segment, operating profit in the year ended December 31, 2024 was $45.4 million, an increase of $421.7 million, compared to operating loss of $376.3 million in the year ended December 31, 2023. The increase was 40 primarily driven by the 2023 $401.0 million goodwill impairment. For more information on the goodwill impairment, refer to Note 10.
In the SAS segment, operating profit in the year ended December 31, 2025 was $85.6 million, an increase of $40.2 million, compared to operating profit of $45.4 million in the year ended December 31, 2024.
Operating Profit (Loss) The following table presents operating profit (loss) by segment (in millions): Percent Change Return on Net Sales 2024 2023 Change 2024 2023 FAM $ 70.0 $ 99.3 $ (29.3) (29.5) % 9.1 % 12.3 % SAS 45.4 (376.3) 421.7 N.M. 3.7 % (30.9) % Unallocated expenses (109.1) (136.9) 27.8 (20.3) % Total $ 6.3 $ (413.9) $ 420.2 N.M. 0.3 % (20.4) % Operating profit was $6.3 million in the year ended December 31, 2024, compared to a loss of $413.9 million in the year ended December 31, 2023, an increase of $420.2 million.
Total severance related expenses during the year ended December 31, 2025 are primarily attributable to actions taken under the second wave of the Plan. Operating Profit (Loss) The following table presents operating profit (loss) by segment (in millions): Percent Change Return on Net Sales 2025 2024 Change 2025 2024 FAM $ (359.8) $ 70.0 $ (429.8) N.M.
In the FAM segment, operating profit in the year ended December 31, 2024 was $70.0 million compared to operating profit of $99.3 million in the year ended December 31, 2023, a decrease of $29.3 million driven by lower volumes in advanced films and netting, and unfavorable relative net selling price versus input cost performance, partially offset by higher volumes in filtration, and lower selling and general expenses.
Goodwill of the Notes to Consolidated Financial Statements. Excluding the goodwill impairment, operating profit was $52.1 million, a $17.9 million decrease from the prior year due to higher manufacturing and distribution costs, and unfavorable relative net selling price and input cost performance, partially offset by higher volume/mix, and lower selling and general expenses.
Our liquidity is supplemented by funds available under our Revolving Facility with a syndicate of banks that is used as either operating conditions or strategic opportunities warrant. Cash Requirements As of December 31, 2024, $78.2 million of our $94.3 million of cash and cash equivalents was held by foreign subsidiaries.
Our liquidity is supplemented by funds available under our Revolving Facility with a syndicate of banks that is used as either operating conditions or strategic opportunities warrant and also by our Receivables Sales Agreement, refer to Note 5. Accounts Receivable, Net for additional information. Market conditions permitting, we may also seek to access the capital markets as we deem appropriate.
Other Income (Expense), Net Other income (expense), net was expense of $3.2 million in the year ended December 31, 2024 compared to expense of $4.8 million for the year ended December 31, 2023, a decrease in expense of $1.6 million. The decrease in expense was driven by fewer legal and tax settlements in the current period.
Other Expense, Net Other expense was $7.5 million in the year ended December 31, 2025 compared to expense of $3.2 million for the year ended December 31, 2024, an increase in expense of $4.3 million. The current period includes non-cash settlement charges associated with our U.S. Pension Plan and higher foreign currency losses.
Cash Provided by Operations Net cash provided by operations was $94.8 million in the year ended December 31, 2024, compared with $76.6 million in the prior year. The increase was related to lower net loss adjusted for non-cash items and favorable year-over-year movements in working capital related cash flows.
The increase was attributable to lower cash payments related to restructuring activities and favorable year-over-year movements in working capital related cash flows.
Interest expense increased mainly due to higher average balances and higher average rates on the floating portion of our outstanding debt in 2024, as well as the impact from hedges and the allocation of a portion of our interest expense to Discontinued Operations in 2023.
Interest Expense Interest expense was $71.1 million in the year ended December 31, 2025, a decrease of $3.6 million, or 4.8%, compared to the year ended December 31, 2024. Interest expense decreased mainly due to lower average balances on the floating portion of our outstanding debt in 2025.
The gain and cash proceeds are subject to customary working capital adjustments during a specified period following the sale close date. 41 LIQUIDITY AND CAPITAL RESOURCES Liquidity & Debt Overview As of December 31, 2024, the Company had $1,089.3 million of total debt, a decrease of $15.3 million year over year, $94.3 million of cash, and undrawn capacity on its $600.0 million revolving line of credit facility (the "Revolving Facility") of $356.4 million.
Debt Instruments and Related Covenants As of December 31, 2025, the Company had $1,018.2 million of total debt, a decrease of $71.1 million year over year, $84.2 million of Cash and cash equivalents, and undrawn capacity of $431.2 million on its Revolving Credit Facility (as defined below).
Cash paid for income taxes (net of refunds) was $14.9 million for the year ended December 31, 2024.
Cash Requirements As of December 31, 2025, $74.9 million of our $84.2 million of cash and cash equivalents was held by foreign subsidiaries. Restricted cash of $5.6 million primarily represents retained contributions associated with our UK Pension scheme. Cash paid for income taxes (net of refunds) was $11.5 million for the year ended December 31, 2025.
Removed
Organizational Realignment Plan As part of the organizational realignment initiative effective during the first quarter of 2024, we reorganized into two new reportable segments: Filtration & Advanced Materials ("FAM") and Sustainable & Adhesive Solutions ("SAS"). Refer to Note 1. General of the Notes to the Consolidated Financial Statements for more information on our new segment structure.
Added
Recent Developments Throughout 2025, the U.S. government proposed the implementation of, or did implement, a number of tariffs on imports to the United States from a large number of countries, including baseline tariffs and additional individualized reciprocal tariff on certain countries with whom the United States has the largest trade deficits.
Removed
All information presented within this MD&A is based on the new segment structure for comparative purposes. EP Divestiture On November 30, 2023, the Company completed the sale of the EP business to Evergreen Hill Enterprise. With the sale of the EP business, Mativ ceased participating in tobacco-based products markets.
Added
Increased tariffs by the United States has led and may continue to lead to the imposition of retaliatory tariffs by foreign governments. Additionally, throughout 2025, the U.S. government announced and rescinded multiple tariffs on several foreign jurisdictions, which has increased uncertainty regarding the ultimate effect of the tariffs on economic conditions.
Removed
Effective with the sale, the EP business is presented as a discontinued operation for all periods presented and certain prior period amounts have been retrospectively recasted to reflect these changes. The consolidated financial statements and the notes thereto, unless otherwise indicated, are on a continuing operations basis. Refer to Note 9.
Added
Uncertainties about tariffs and their effects on trading relationships, including as a result of future developments, may impact the macroeconomic conditions in the markets in which we operate, and may do so with little to no advanced notice.
Removed
Sales reflected lower selling prices (-0.6%), partially offset by higher volume (2.3%) net of closed and divested facilities (-2.0%).
Added
Restructuring and Other Impairment Expense The following table presents restructuring and other impairment expense by segment (in millions): Percent of Net Sales 2025 2024 Change 2025 2024 FAM $ 16.7 $ 5.7 $ 11.0 2.2 % 0.7 % SAS 1.8 29.0 (27.2) 0.1 % 2.4 % Unallocated expenses 1.4 3.4 (2.0) Total $ 19.9 $ 38.1 $ (18.2) 1.0 % 1.9 % Restructuring and other impairment expenses in the FAM segment primarily included impairment charges of $11.8 million, along with severance of $3.4 million and costs attributable to facility closures announced in the current and prior years.
Removed
FAM gross profit decreased $22.5 million, or 11.4% and SAS gross profit increased $30.8 million, or 19.4%.
Added
Restructuring and other impairment expenses in the SAS segment included severance charges of $1.7 million, primarily attributable to actions taken under the second wave of the Plan. Unallocated Restructuring and other impairment expenses are comprised of severance charges.
Removed
In January 2024, we announced the Plan that is expected to streamline organizational size and complexity and leverage business critical resources to enhance customer support and reduce overhead cost. Restructuring and other impairment expenses related to the Plan were comprised primarily of severance charges.
Added
(46.9) % 9.1 % SAS 85.6 45.4 40.2 88.5 % 7.0 % 3.7 % Unallocated expenses (110.2) (109.1) (1.1) 1.0 % Total $ (384.4) $ 6.3 $ (390.7) N.M.
Removed
These charges were $16.4 million for the year ended December 31, 2024, of which $3.1 million, $10.0 million and $3.3 million incurred within FAM, SAS and Unallocated, respectively. For additional information on the Plan, refer to Note 12. Restructuring and Other Impairment Activities of the Notes to the Consolidated Financial Statements.
Added
(19.3) % 0.3 % 41 In the FAM segment, operating loss in the year ended December 31, 2025 was $359.8 million compared to operating profit of $70.0 million in the year ended December 31, 2024, a decrease of $429.8 million primarily due to the $411.9 million goodwill impairment in 2025, see Note 9.
Removed
Restructuring and other impairment expenses in the FAM segment, excluding costs associated with the Plan, were primarily attributable to facility closures announced in prior years.
Added
The increase is primarily due to favorable relative net selling price and input cost performance, lower manufacturing costs, and lower selling and general expenses, partially offset by lower volume/mix, and higher distribution costs. Unallocated expenses in the year ended December 31, 2025 were $110.2 million, an increase of $1.1 million, or 1.0%, compared to the prior year period.
Removed
Restructuring and other impairment expenses in the SAS segment, excluding costs associated with the Plan, included $16.2 million of impairment charges for the year ended December 31, 2024, to fully impair the net assets at our Eerbeek, Netherlands facility, which was sold in the fourth quarter of 2024.
Added
The increase is primarily due to one-time separation costs of $7.6 million related to our previously disclosed CEO and CFO transitions, partially offset by a decrease in selling and general expenses as a result of actions taken under the Plan.
Removed
The impairment assessment was performed after revising our long-term view on cash flows associated with the facility. The remaining restructuring and other impairment expenses were related to a facility closure announced in a prior year.
Added
The net change was primarily due to the impact from a $49.3 million decrease to our valuation allowance, and goodwill impairment not deductible for tax purposes in the current period.
Removed
Goodwill of the Notes to Consolidated Financial Statements. Unallocated expenses in the year ended December 31, 2024 were $109.1 million, a decrease of $27.8 million, or 20.3%, compared to the prior year period. The decrease is primarily driven by lower integration related and divestiture costs, and savings from the Plan.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAs of December 31, 2024, a 10% unfavorable change in the exchange rate of our functional currencies and those of our subsidiaries against the prevailing market rates of non-local currencies involving our transactional exposures would have resulted in a net pre-tax loss of approximately $35.2 million.
Biggest changeFor the year ended December 31, 2025 the impact of a 10% unfavorable change in the exchange rate of our functional currencies and those of our subsidiaries against the prevailing market rates of non-local currencies involving our transactional exposures would have been insignificant.
Once the above-indicated receivables and payables from the sale and purchase transactions have been recorded, to the extent currency exchange rates change prior to settlement of the balance, a gain or loss on the non-local currency denominated asset or liability balance may be experienced, in which case such gain or loss is included in Other income (expense), net.
Once the above-indicated receivables and payables from the sale and purchase transactions have been recorded, to the extent currency exchange rates change prior to settlement of the balance, a gain or loss on the non-local currency denominated asset or liability balance may be experienced, in which case such gain or loss is included in Other expense, net.
Energy Supply and Cost Volatility In Western Europe, Poland, China and in the U.S., availability of energy is generally reliable, although prices can fluctuate significantly based on variations in demand. the geopolitical events in Russia and Ukraine have resulted in volatile energy prices in Europe as well as temporary concerns about supply of energy sources, such as natural gas, in the region.
Energy Supply and Cost Volatility In Western Europe, China and in the U.S., availability of energy is generally reliable, although prices can fluctuate significantly based on variations in demand. the geopolitical events in Russia and Ukraine have resulted in volatile energy prices in Europe as well as temporary concerns about supply of energy sources, such as natural gas, in the region.
With respect to our purchased energy price risk, a hypothetical 10% change in per unit prices would impact our future annual pre-tax earnings by approximately $6.3 million, assuming no compensating change in our selling prices.
With respect to our purchased energy price risk, a hypothetical 10% change in per unit prices would impact our future annual pre-tax earnings by approximately $6.6 million, assuming no compensating change in our selling prices.
As a result, we do not believe that the substitution of such alternative pulp or specialty chemicals would have a material effect on our operations in the long run. 50 We believe that, while our exposure to commodity price risk is material to our results of operations, our customers understand such risk and over time changes in the price of the commodities used in our manufacturing processes are typically reflected in selling prices.
As a result, we do not believe that the substitution of such alternative pulp or specialty chemicals would have a material effect on our operations in the long run. 51 We believe that, while our exposure to commodity price risk is material to our results of operations, our customers understand such risk and over time changes in the price of the commodities used in our manufacturing processes are typically reflected in selling prices.
Periodically, when we believe it is appropriate to do so, we enter into agreements to procure a portion of our energy for future periods in order to reduce the uncertainty of future energy costs. However, in recent years this has only marginally slowed the increase in energy costs due to the volatile changes in energy prices we have experienced. 51
Periodically, when we believe it is appropriate to do so, we enter into agreements to procure a portion of our energy for future periods in order to reduce the uncertainty of future energy costs. However, in recent years this has only marginally slowed the increase in energy costs due to the volatile changes in energy prices we have experienced. 52
Additionally, changes in foreign currency exchange rates may have an impact on the amount reported in Other income (expense), net.
Additionally, changes in foreign currency exchange rates may have an impact on the amount reported in Other expense, net.
Additionally, the per ton cost of wood pulp is cyclical in nature and more volatile than general inflation. During the period from January 2017 through December 2024, the U.S. list price of northern bleached softwood kraft pulp ("NBSK") a representative pulp grade that we use, ranged between $1,100 to $1,805 per ton.
Additionally, the per ton cost of wood pulp is cyclical in nature and more volatile than general inflation. During the period from January 2017 through December 2025, the U.S. list price of northern bleached softwood kraft pulp ("NBSK") a representative pulp grade that we use, ranged between $1,100 to $1,835 per ton.
With respect to our variable-rate debt outstanding at December 31, 2024, a 100 basis point increase in interest rates would result in a $1.2 million decrease to our future annual pre-tax earnings, taking into account the effect of the interest rate hedge transactions the Company has entered into as of December 31, 2024.
With respect to our variable-rate debt outstanding at December 31, 2025, a 100 basis point increase in interest rates would result in a $1.5 million decrease to our future annual pre-tax earnings, taking into account the effect of the interest rate hedge transactions the Company has entered into as of December 31, 2025.
We utilize a variety of commodity grade and specialty resins, including a selection of specialized high temperature engineering grade resins. Certain of these specialty resins are significantly more expensive than commodity grade resins. Resin prices fluctuate significantly and can impact profitability.
We utilize a variety of commodity grade and specialty resins and polymers, including a selection of specialized high temperature engineering grade resins. Certain of these specialty resins and polymers are significantly more expensive than commodity grades. Resin and polymer prices fluctuate significantly and can impact profitability.
These hypothetical gains or losses on foreign currency transactional exposures are based on the December 31, 2024 rates and the assumed rates.
These hypothetical gains or losses on foreign currency transactional exposures are based on the December 31, 2025 rates and the assumed rates.
With respect to our commodity price risk, a hypothetical 10% change in per ton wood pulp prices would impact our future annual pre-tax earnings by approximately $14.1 million, assuming no compensating change in our selling prices.
With respect to our commodity price risk, a hypothetical 10% change in per ton wood pulp prices would impact our future annual pre-tax earnings by approximately $12.6 million, assuming no compensating change in our selling prices.
The average list price of NBSK for the year of 2024 was $1,500 per ton. We normally maintain approximately 50 to 90 days of inventories to support our operations. As a result, there is a lag in the impact of changes in the per ton list price of resin and wood pulp on our cost of products sold.
The average list price of NBSK for the year of 2025 was $1,710 per ton. We normally maintain approximately 60 to 80 days of inventories to support our operations. As a result, there is a lag in the impact of changes in the per ton list price of resin and wood pulp on our cost of products sold.
As of December 31, 2024, 36.0% and 64.0% of the Company's total debt was fixed and floating interest rate debt, respectively. The Company has entered into a number of interest rate hedge transactions to convert floating rate debt to fixed. Refer to Note 14. Derivatives of the Notes to Consolidated Financial Statements for additional information.
As of December 31, 2025, 39.0% and 61.0% of the Company's total debt was fixed and floating interest rate debt, respectively. The Company has entered into a number of interest rate hedge transactions to convert floating rate debt to fixed. Refer to Note 13. Derivatives of the Notes to Consolidated Financial Statements for additional information.
It can be time consuming and costly, and occasionally impractical, to find replacement resins where such suppliers limit the availability or increase the cost of resins we use. Commodity grade resin prices typically correlate with crude oil prices while specialty resin prices often do not. To date, we have not utilized derivative instruments to manage this risk.
It can be time consuming and costly, and occasionally impractical, to find replacement resins where such suppliers limit the availability or increase the cost of resins we use. Commodity grade resin and polymer prices typically correlate with crude oil prices while specialty resin and polymer prices often do not.
Including the impact of these transactions, as of December 31, 2024, the percentage of the Company’s debt subject to fixed and floating rates of interest was 89.0% and 11.0%, respectively. 49 Commodity Price Risk We are subject to commodity price risks from our purchases of raw materials, including resin and wood pulp.
Including the impact of these transactions, as of December 31, 2025, the percentage of the Company’s debt subject to fixed and floating rates of interest was 86.0% and 14.0%, respectively. 50 Commodity Price Risk We are subject to commodity price risks from our purchases of raw materials, including resins and polymers as well as wood pulp.
With respect to our commodity price risk, a hypothetical 10% change in per ton resin prices would impact our future annual pre-tax earnings by approximately $19.4 million, assuming no compensating change in our selling prices.
To date, we have not utilized derivative instruments to manage this risk. With respect to our commodity price risk, a hypothetical 10% change in per ton resin and polymer prices would impact our future annual pre-tax earnings by approximately $19.7 million, assuming no compensating change in our selling prices.

Other MATV 10-K year-over-year comparisons