Mativ Holdings, Inc.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 26, 2026
MATV$11.70-5.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-27.
0001000623-25-000009
Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-26.
0001000623-26-000016
Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 151 previous paragraphs and 130 current paragraphs.
80 unchanged; 34 reworded; 16 added; 33 removed; 4 previous and 0 current paragraphs rearranged.
Tables are not compared: 7 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (16)
Current report
Recent Developments
Current report
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. 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 Additionally, throughout 2025, the U.S. government announced and rescinded multiple tariffs on several foreign jurisdictions, which has increased uncertainty regarding the ultimate effect of the tariffs on economic conditions. 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. 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.
Current report
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):
Current report
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.
Current report
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").
Current report
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.
Current report
Unallocated Restructuring and other impairment expenses are comprised of severance charges.
Current report
Total severance related expenses during the year ended December 31, 2025 are primarily attributable to actions taken under the second wave of the Plan.
Current report
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. 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.
Current report
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. 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.
Current report
Other Expense, Net
Current report
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.
Current report
Liquidity & Cash Flow
Current report
The following table presents summarized activity related to our cash flow (in millions):
Current report
•Risks related to the impairment of goodwill;
Current report
•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;
Removed paragraphs (33)
Previous report
Organizational Realignment Plan
Previous report
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.
Previous report
All information presented within this MD&A is based on the new segment structure for comparative purposes.
Previous report
EP Divestiture
Previous report
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.
Previous report
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. Discontinued Operations of the Notes to Consolidated Financial Statements for more information on the discontinued operation and transaction.
Previous report
(1) Results during the year ended December 31, 2022 include Neenah from the July 6, 2022 acquisition date to December 31, 2022.
Previous report
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. 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%).
Previous report
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.
Previous report
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.
Previous report
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. 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.
Previous report
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. 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.
Previous report
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.
Previous report
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 primarily driven by the 2023 $401.0 million goodwill impairment. For more information on the goodwill impairment, refer to Note 10. Goodwill of the Notes to Consolidated Financial Statements.
Previous report
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.
Previous report
Other Income (Expense), Net
Previous report
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.
Previous report
Discontinued Operations
Previous report
The Company had no operations classified as discontinued operations in the year ended December 31, 2024 and had net income from discontinued operations of $198.2 million, or $3.64 per diluted share, during the prior year period. The Company recorded a gain on sale of the EP business of $176.3 million ($170.0 million, net of income taxes) in discontinued operations in the year ended December 31, 2023. The gain and cash proceeds are subject to customary working capital adjustments during a specified period following the sale close date.
Previous report
Liquidity & Debt Overview
Previous report
Working Capital
Previous report
As of December 31, 2024, we had net operating working capital of $386.2 million including cash and cash equivalents of $94.3 million, compared with net operating working capital of $433.9 million including cash and cash equivalents of $120.2 million as of December 31, 2023. The decrease is attributable primarily to a decrease in cash.
Previous report
Cash Provided by Operations
Previous report
Cash Provided by (Used in) Investing
Previous report
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. During the year ended December 31, 2024, financing activities primarily consisted of payments on our long-term debt of $554.7 million, $531.0 million of borrowings under the revolving credit facility and $21.6 million of dividends paid to the Company's stockholders.
Previous report
During the year ended December 31, 2023, financing activities primarily consisted of payments on our long-term debt of $834.6 million, $241.0 million of borrowings under the revolving credit facility and $55.3 million of dividends paid to the Company's stockholders.
Previous report
Share Repurchases
Previous report
In 2023, we repurchased 659,146 shares of our common stock at a cost of $10.7 million of which $8.0 million were repurchased as part of the share buyback program authorized by the Board of Directors in August 2023. Shares that are not part of the buyback program are repurchased or retired for the value of employees' stock-based compensation share awards surrendered to satisfy their personal statutory income tax withholding obligations. In 2024, this activity was immaterial.
Previous report
In December 2023, $641.2 million of cash from proceeds from the sale of the Company's Engineered Papers business was used to repay a portion of our Revolving Credit Facility, Term Loan A Facility, Term Loan B Facility, and Delayed Draw Term Loan Facility.
Previous report
Indenture for 6.875% Senior Unsecured Notes Due 2026
Previous report
The Company redeemed all of the $350.0 million of 6.875% senior unsecured notes due 2026 on October 7, 2024 using the net proceeds from the offering of the $400.0 million of 8.000% senior unsecured notes due 2029.
Previous report
Tax Act Transaction Obligations. On December 22, 2017, the United States enacted the Tax Act into law, which requires a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries. Companies may elect to pay the tax over eight years based on an installment schedule outlined in the Tax Act. We have made this election and our transition tax due as a contractual obligation as of December 31, 2024 is $7.7 million of which $7.7 million is due in the next year. We have no obligations due in the years 2026 through 2029 and thereafter.
Previous report
The Company reorganized into two new segments starting in the first quarter of 2024: Filtration & Advanced Materials (FAM), focused primarily on filtration, industrial netting, and protective solutions end markets, and Sustainable & Adhesive Solutions (SAS), focused primarily on the tape, release liners, industrials, healthcare, and packaging and specialty papers end markets.
Reworded paragraphs (34)
Previous wording
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. Property, plant and equipment is depreciated on the straight-line method over the estimated useful lives of the assets. Production machines and related equipment are not subject to substantial technological changes rendering them obsolete and are generally depreciated over estimated useful lives of 5 to 20 years. When indications of impairment exist, we assess the likelihood of recovering the cost of long-lived assets based on our expectation of future profitability and undiscounted cash flow of the related asset group. These factors, along with management's plans with respect to the operations, are considered in assessing the recoverability of property, plant and equipment. Changes in management's estimates and plans could significantly impact our financial condition, results of operations and cash flows.
Current wording
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. Property, plant and equipment is depreciated on the straight-line method over the estimated useful lives of the assets. Production machines and related equipment are not subject to substantial technological changes rendering them obsolete and are generally depreciated over estimated useful lives of 5 to 20 years. When indications of impairment exist, we assess the likelihood of recovering the cost of long-lived assets based on our expectation of future profitability and undiscounted cash flow of the related asset group. These factors, along with management's plans with respect to the operations, are considered in assessing the recoverability of property, plant and equipment. Changes in management's estimates and plans could significantly impact our financial condition, results of operations and cash flows.
Previous wording
Goodwill is not subject to amortization and is tested for impairment at the reporting unit level annually, during the fourth quarter, specifically October 1, or more frequently if events or changes in circumstances indicate impairment may exist. The Company determines the fair value of its reporting units using the income approach based upon estimated future cash flows discounted at a rate commensurate with the risk involved or market-based comparables. The determination of the fair value using the income approach requires management to make significant estimates and assumptions related to forecasts of future cash flows and discount rates. Changes to the forecasted revenue growth, earnings before income taxes, depreciation and amortization (“EBITDA”) and discount rate assumptions may result in a significantly different estimate of the fair value of the reporting units, which could result in a different assessment of the recoverability of goodwill or measurement of an impairment charge. 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. 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. Future deterioration in these conditions may require us to perform an interim quantitative impairment test in 2025.
Current wording
Goodwill is not subject to amortization and is tested for impairment at the reporting unit level annually, during the fourth quarter, specifically October 1, or more frequently if events or changes in circumstances indicate impairment may exist. The Company determines the fair value of its reporting units using the income approach based upon estimated future cash flows discounted at a rate commensurate with the risk involved or market-based comparables. The determination of the fair value using the income approach requires management to make significant estimates and assumptions related to forecasts of future cash flows and discount rates. Changes to the forecasted revenue growth, earnings before income taxes, depreciation and amortization (“EBITDA”) and discount rate assumptions may result in a significantly different estimate of the fair value of the reporting units, which could result in a different assessment of the recoverability of goodwill or measurement of an impairment charge. 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 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. Future deterioration in these conditions may require us to perform an interim quantitative impairment test in 2026.
Previous wording
In 2024, we reported a net loss of $48.7 million on total net sales of $1,981.1 million. 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%). 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%).
Current wording
In 2025, we reported a net loss of $337.4 million on total net sales of $1,987.0 million. 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. 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.
Previous wording
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. 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
Current wording
The increase in net loss in 2025 compared to 2024 was primarily due to the $411.9 million goodwill impairment expense. 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.
Previous wording
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 lower selling prices (-0.6%), partially offset by higher volume (2.3%) net of closed and divested facilities (-2.0%).
Current wording
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. Sales reflected favorable currency translation, offset by lower selling prices.
Previous wording
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. FAM gross profit decreased $22.5 million, or 11.4% and SAS gross profit increased $30.8 million, or 19.4%.
Current wording
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. FAM gross profit decreased $10.9 million, or 6.3% and SAS gross profit increased $9.7 million, or 5.1%.
Previous wording
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.
Current wording
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.
Previous wording
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.
Current wording
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. 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.
Previous wording
Interest expense was $74.7 million in the year ended December 31, 2024, an increase of $12.5 million, or 20.1%, compared to the year ended December 31, 2023. 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.
Current wording
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.
Previous wording
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.
Current wording
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.
Previous wording
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.
Current wording
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. 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.
Previous wording
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.
Current wording
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.
Previous wording
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.
Current wording
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 5. Accounts Receivable, Net for additional information. Market conditions permitting, we may also seek to access the capital markets as we deem appropriate.
Previous wording
As of December 31, 2024, $78.2 million of our $94.3 million of cash and cash equivalents was held by foreign subsidiaries. Cash paid for income taxes (net of refunds) was $14.9 million for the year ended December 31, 2024. 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.
Current wording
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. 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.
Previous wording
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.
Current wording
Net cash provided by operations increased $39.0 million to $133.8 million during the year ended December 31, 2025, compared with $94.8 million in the prior year. The increase was attributable to lower cash payments related to restructuring activities and favorable year-over-year movements in working capital related cash flows.
Previous wording
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 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.
Current wording
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. 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.
Previous wording
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. Cash used in investing activities for the current and prior years were mainly attributable to capital spending.
Current wording
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.
Previous wording
Cash Provided by (Used in) Financing Activities
Current wording
Cash used in financing activities increased $50.8 million during the year ended December 31, 2025 compared to the prior year. The increase was attributable to higher net repayments of long-term debt outstanding under our Credit Agreement.
Previous wording
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. 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. 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.
Current wording
We have declared and paid cash dividends on our common stock every fiscal quarter since the second quarter of 1996. 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. 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.
Previous wording
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. 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.
Current wording
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). 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.
Previous wording
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.
Current wording
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.
Previous wording
On September 25, 2018, the Company entered into a $700.0 million credit agreement (the “Credit Agreement”), which replaced the Company’s previous senior secured credit facilities and provided for a five-year $500.0 million revolving line of credit (the “Revolving Credit Facility”) and a seven-year $200.0 million bank term loan facility (the “Term Loan A Facility”). 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. Refer to Note 13. Debt of the Notes to Consolidated Financial Statements, for more information.
Current wording
On September 25, 2018, the Company entered into a $700.0 million credit agreement (the “Credit Agreement”), which replaced the Company’s previous senior secured credit facilities and provided for a five-year $500.0 million revolving line of credit (the “Revolving Credit Facility”) and a seven-year $200.0 million bank term loan facility (the “Term Loan A Facility”). 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. Debt of the Notes to Consolidated Financial Statements, for more information.
Previous wording
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. The Credit Agreement was further amended effective
Current wording
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. 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.
Previous wording
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. Additionally, we added a $650.0 million delayed draw term loan facility (the "Delayed Draw Term Loan Facility") to be funded concurrent with the closing of the Merger.
Current wording
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. Additionally, we added a $650.0 million delayed draw term loan facility (the "Delayed Draw Term Loan Facility").
Previous wording
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. The Amendment also permits borrowings under the revolving commitments in an aggregate amount up to $504.0 million in Sterling.
Current wording
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. The Amendment also permits borrowings under the revolving commitments in an aggregate amount up to $504.0 million in Sterling.
Previous wording
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.
Current wording
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).
Previous wording
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 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. 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.
Current wording
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. 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. 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.
Previous wording
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.
Current wording
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.
Previous wording
The 2029 Notes were issued pursuant to an Indenture (the “Indenture”), dated as of October 7, 2024, among the Company, the guarantors listed therein and a third-party financial institution, as trustee. 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.
Current wording
The 2029 Notes were issued pursuant to an Indenture (the “Indenture”), dated as of October 7, 2024, among the Company, the guarantors listed therein and a third-party financial institution, as trustee. 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.
Previous wording
Debt Interest Obligations. 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.
Current wording
Debt Interest 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.
Previous wording
Other Obligations. 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.
Current wording
Other Obligations. 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. 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.
Previous wording
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.
Current wording
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.
Previous wording
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. 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.
Current wording
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. 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.
Previous wording
•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;
Current wording
•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;
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
$38.1 million and $22.6 million, in 2024 and 2023, respectively, primarily related to exiting certain product categories and site closures.
Previous report — wording carried elsewhere
February 22, 2022 to adjust the step-down schedule for the maximum net debt to EBITDA ratio. Refer to Note 14. 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, 2024.
Previous report — wording carried elsewhere
Effective July 1, 2023, pursuant to the amended Credit Agreement on June 5, 2023, borrowings under the Term Loan B Facility in U.S. dollar 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%.
Previous report — wording carried elsewhere
Under the terms of the amended Credit Agreement, the Company is required to maintain certain financial ratios and comply with certain financial covenants, including maintaining a net debt to EBITDA ratio, as defined in the amended Credit Agreement, calculated on a trailing four fiscal quarter basis, not greater than 5.50x and an interest coverage ratio, also as defined in the amended Credit Agreement, of not less than 2.50x. In addition, 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).