Mativ : Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

About this update from Mativ Holdings, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations The following is a discussion of our financial condition and results of operations. This discussion should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this report and the audited consolidated financial statements and related notes and the selected financial data included in our Annual Report on Form 10-K for the year ended December 31, 2025. The discussion of our financial condition and results of operations includes various forward-looking statements about our markets, the demand for our products and our future prospects. These statements are based on certain assumptions we consider reasonable. For information about risks and exposures relating to us and our business, you should read the section entitled "Risk Factors" in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, the section entitled "Forward-Looking Statements" at the end of this Item 2 and the section entitled "Risk Factors" at Part II, Item 1A hereof. Unless the context indicates otherwise, references to "Mativ," "we," "us," "our," the "Company" or similar terms include Mativ Holdings, Inc. and our consolidated subsidiaries. This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is designed to provide a reader of our financial statements with an understanding of our recent performance, our financial condition and our prospects. This MD&A discusses the financial condition and results of operations of the Company as of and for the three months ended March 31, 2026. 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 tariffs on certain countries with whom the United States has the largest trade deficits. 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 Additionally, throughout 2025, the U.S. government announced and rescinded multiple tariffs on several foreign jurisdictions, which has increased uncertainty regarding the ultimate effect of the tariffs on economic conditions. On February 20, 2026, the U.S. Supreme Court issued a ruling invalidating tariffs imposed under the International Emergency Economic Powers Act ("IEEPA"). We are evaluating the amount, timing and collectibility of any potential refunds of IEEPA tariffs. 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. We continue to monitor the impact of such announcements, as well as opportunities to mitigate their related impacts, costs and other effects. SUMMARY Three Months Ended March 31, Percent of Net Sales (in millions, except per share amounts) 2026 2025 2026 2025 Net sales $ 479.6 $ 484.8 100.0 % 100.0 % Gross profit $ 84.9 $ 72.6 17.7 % 15.0 % Restructuring & other impairment expense $ 1.3 $ 6.3 0.3 % 1.3 % Operating profit (loss) $ 7.3 $ (430.6) 1.5 % (88.8) % Interest expense $ 17.5 $ 17.8 3.6 % 3.7 % Net loss $ (11.7) $ (425.5) (2.4) % (87.8) % Diluted loss per share $ (0.22) $ (7.82) Cash provided by (used in) operations $ 1.0 $ (15.9) Capital spending $ 8.4 $ 13.9 RESULTS OF OPERATIONS Comparison of the Three Months Ended March 31, 2026 and 2025 Net Sales and Gross Profit The following table presents Net sales, Cost of products sold, and Gross profit by segment (in millions): Three Months Ended March 31, Percent Change Percent of Net Sales 2026 2025 Change 2026 2025 Net sales FAM $ 188.3 $ 187.6 $ 0.7 0.4 % SAS 291.3 297.2 (5.9) (2.0) % Total Net sales $ 479.6 $ 484.8 $ (5.2) (1.1) % Cost of products sold FAM $ 148.6 $ 155.5 $ (6.9) (4.4) % 78.9 % 82.9 % SAS 246.1 256.7 (10.6) (4.1) % 84.5 % 86.4 % Total Cost of products sold $ 394.7 $ 412.2 $ (17.5) (4.2) % 82.3 % 85.0 % Gross profit FAM $ 39.7 $ 32.1 $ 7.6 23.7 % 21.1 % 17.1 % SAS 45.2 40.5 4.7 11.6 % 15.5 % 13.6 % Total Gross profit $ 84.9 $ 72.6 $ 12.3 16.9 % 17.7 % 15.0 % The following table presents components of change in net sales by segment for the three months ended March 31, 2026 compared to 2025 (as a percentage of net sales): Percent Change in Net Sales FAM SAS Total Volume/mix (1.2) % (6.5) % (4.5) % Sales associated with exited facilities (1.8) - (0.7) Total volume/mix (3.0) (6.5) (5.2) Selling price 0.2 1.3 0.9 Currency translation 3.2 3.2 3.2 Total percent change 0.4 % (2.0) % (1.1) % FAM segment net sales increased primarily due to favorable currency translation, partially offset by lower volume/mix, including the impact from an exited facility. SAS segment net sales decreased, reflecting lower volume/mix, partially offset by favorable currency translation and higher selling prices. FAM gross profit increased, reflecting lower manufacturing costs, favorable currency, and favorable relative net selling price and input cost performance, offset by lower volume/mix. SAS gross profit increased, reflecting favorable relative net selling price and input cost performance, offset by lower volume/mix. Nonmanufacturing Expenses The following table presents nonmanufacturing expenses (in millions): Three Months Ended March 31, Percent Change Percent of Net Sales 2026 2025 Change 2026 2025 Selling and general expense $ 54.8 $ 63.3 $ (8.5) (13.4) % 11.4 % 13.1 % Research and development expense 5.5 6.3 (0.8) (12.7) % 1.1 % 1.3 % Intangible asset amortization expense 16.0 15.4 0.6 3.9 % 3.3 % 3.2 % Nonmanufacturing expenses $ 76.3 $ 85.0 $ (8.7) (10.2) % 15.9 % 17.5 % Nonmanufacturing expenses decreased primarily due to lower selling and general expense, as a result of actions taken under our organizational realignment initiative (the "Plan"). Restructuring and Other Impairment Expense The following table presents restructuring and other impairment expense by segment (in millions): Three Months Ended March 31, Percent of Net Sales 2026 2025 Change 2026 2025 Filtration & Advanced Materials $ 1.3 $ 6.0 $ (4.7) 0.7 % 3.2 % Sustainable & Adhesive Solutions - 0.3 (0.3) - % 0.1 % Unallocated expenses - - - Total $ 1.3 $ 6.3 $ (5.0) 0.3 % 1.3 % Restructuring and other impairment expenses decreased primarily due to an other impairment expense incurred in the prior period related to a facility closure. Interest Expense Interest expense of $17.5 million during the three months ended March 31, 2026 decreased $0.3 million, or 1.7%, compared to the prior year period. Other Income (Expense), Net Other income was $1.5 million during the three months ended March 31, 2026, compared to the prior year period expense of $1.8 million, both of which were primarily attributable to foreign currency. Income Taxes A $3.0 million income tax expense in the three months ended March 31, 2026 resulted in an effective tax rate of (34.5)% compared with 5.5% in the prior year period. The net change was primarily due to mix of earnings and certain jurisdictions with a full valuation allowance in the current period, and goodwill impairment expense not deductible for tax purposes in the prior period. Net Loss and Net Loss per Share Net loss during the three months ended March 31, 2026 was $11.7 million, or $(0.22) per diluted share, compared to net loss of $425.5 million, or $(7.82) per diluted share, during the prior year period. LIQUIDITY AND CAPITAL RESOURCES Liquidity and 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. 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 1. General for additional information. Cash Requirements As of March 31, 2026, $62.2 million of the Company's $82.3 million of Cash and cash equivalents was held by foreign subsidiaries. Restricted cash of $5.0 million primarily represents retained contributions associated with our UK Pension scheme, the use of which is restricted to obligations related to the scheme. We believe our sources of liquidity and capital, including cash on-hand, cash generated from operations, our Revolving Facility, and our Receivables Sales Agreement (an off-balance sheet arrangement as defined in Item 303(a)(4)(ii) of SEC Regulation S-K), will be sufficient to finance our continued operations, our current and long-term growth plan, and dividend payments. The following table presents summarized activity related to our cash flow (in millions): Three Months Ended March 31, 2026 2025 Net cash provided by (used in): Operations $ 1.0 $ (15.9) Investing (8.4) (10.6) Financing 5.9 24.5 Effect of exchange rate changes on Cash and cash equivalents and Restricted cash (1.0) 1.5 Net change in Cash and cash equivalents and Restricted cash (2.5) (0.5) Cash and cash equivalents and Restricted cash at beginning of period 89.8 94.3 Cash and cash equivalents and Restricted cash at end of period $ 87.3 $ 93.8 Net cash provided by operations increased $16.9 million to $1.0 million for the three months ended March 31, 2026, compared with cash use of $15.9 million in the prior year. The increase was attributable to higher quarterly net income, adjusted for non-cash items, offset by unfavorable year-over-year movements in working capital related cash flows. During the three months ended March 31, 2026, net changes in operating working capital resulted in cash outflows of $28.2 million, compared to $22.1 million of outflows during the prior year period. The $6.1 million change was driven by outflows associated with inventories, partially offset by changes in accounts receivable. Cash used in investing activities decreased $2.2 million during the three months ended March 31, 2026 compared to the prior year and was attributable to lower capital spending. Cash provided by financing activities decreased $18.6 million during the three months ended March 31, 2026 compared to the prior year. The decrease was attributable to lower net revolver activity under our Credit Agreement. The Company presently believes the sources of liquidity discussed above are sufficient to meet our anticipated funding needs for the foreseeable future. Dividend Payments On May 6, 2026, we announced a cash dividend of $0.10 per share payable on June 19, 2026 to stockholders of record as of May 29, 2026. 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. 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 Instruments and Related Covenants As of March 31, 2026, the Company had $1,035.8 million of total debt, $82.3 million of Cash and cash equivalents, $5.0 million of Restricted cash, and $416.2 million of undrawn capacity on its $600.0 million revolving line of credit facility (the "Revolving Facility"). Per the terms of the Company's amended credit agreement (the "Amended Credit Agreement"), net leverage was 4.1x at the end of the first quarter, versus a current maximum covenant ratio of 5.25x. As of March 31, 2026, the Company's nearest debt maturity were the Revolving Credit Facility, Term Loan A Facility, and Delayed Draw Term Loan Facility, which were scheduled to mature on May 6, 2027. On April 3, 2026, the Company entered into the Ninth Amendment to the Credit Agreement, which provided for the refinancing and restructuring of the Revolving Credit Facility, Term Loan A Facility, Delayed Draw Term Loan Facility, and Term Loan B Facility. For additional information, refer to Note 14. Subsequent Events of the Notes to the unaudited Condensed Consolidated Financial Statements. After giving effect to the Ninth Amendment to the Credit Facility, the Company's next nearest debt maturity is the 8.000% $400.0 million senior notes due October 1, 2029. The following table presents activity related to our debt instruments for the three months ended March 31, 2026 and 2025 (in millions): Three Months Ended March 31, 2026 2025 Proceeds from long-term debt $ 16.3 $ 54.0 Payments on long-term debt (0.7) (22.7) Net proceeds from borrowings $ 15.6 $ 31.3 The Company was in compliance with all of its covenants under the amended Credit Agreement at March 31, 2026. With the current level of borrowing and forecasted results, we expect to remain in compliance with our amended Credit Agreement financial covenants. Our total debt to capital ratios, as calculated under the amended Credit Agreement, at March 31, 2026 and December 31, 2025 were 68.7% and 67.1%, respectively. Critical Accounting Policies and Estimates The preparation of our unaudited condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make judgments, assumptions and estimates that affect the amounts reported. There have been no material changes to the critical accounting policies and estimates described in our Form 10-K for the 2025 fiscal year ended December 31, 2025. For further information about our critical accounting policies, please see the discussion of critical accounting policies in our Annual Report on Form 10-K for the year ended December 31, 2025 in the section captioned "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates." FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q 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. Forward-looking statements include, without limitation, those regarding our expectations related to the impact of tariffs, 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 cost-reduction and cost-optimization initiatives, profitability, and cash flow, 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. These forward-looking statements are prospective in nature and not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which the Company's business shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. These statements are not guarantees of future performance and involve certain risks and uncertainties that may cause actual results to differ materially from our expectations as of the date of this report. These risks include, among other things, those set forth in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2025, and otherwise in our reports and filings with the Securities and Exchange Commission ("SEC"), 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; • The impact of tariffs, the imposition of any future additional tariffs and other trade barriers, the effects of retaliatory trade measures, and the impact of tariff uncertainty on macroeconomic conditions; • 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; • Risks associated with international conflicts and disputes, such as the ongoing conflict between Russia and Ukraine, and conflicts in the Middle East, and their corresponding impact on global macroeconomic conditions (including volatility in oil prices), as well as adverse impacts on 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. All forward-looking statements made in this document are qualified by these cautionary statements. Forward-looking statements herein are made only as of the date of this document, and Mativ undertakes no obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, or changes in future operating results over time or otherwise. 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.

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