Mativ Holdings, Inc.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Note 1. General

Nature of Business

Organization and operations - Mativ Holdings, Inc. ("Mativ," "we," "our," or the "Company") is a global leader in specialty materials, solving our customers’ most complex challenges by engineering bold, innovative solutions that connect, protect, and purify our world. Mativ manufactures globally through our family of business-to-business and consumer product brands. Mativ targets premium applications across diversified and growing end-markets, from filtration to healthcare to sustainable packaging and more. Our broad portfolio of technologies combines polymers, fibers, and resins to optimize the performance of our customers’ products across multiple stages of the value chain.

Reportable Segments - the Company hastwo 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.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements and the notes thereto have been prepared in accordance with the instructions on Form 10-Q and Rule 10-01 of Regulation S-X of the Securities and Exchange Commission ("SEC") and do not include all the information and disclosures required by accounting principles generally accepted in the United States of America ("GAAP"). However, such information reflects all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim periods.

The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the full year. The unaudited condensed consolidated financial statements and these notes thereto included herein should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 26, 2026.

Reclassifications

Certain prior year amounts in the Consolidated Statements of Cash Flows have been reclassified to conform to the current year presentation for comparative purposes.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the revenues and expenses during the reporting period. Actual results could differ significantly from these estimates. The significant estimates underlying our unaudited condensed consolidated financial statements include, but are not limited to, inventory valuation, goodwill valuation, useful lives of tangible and intangible assets, stock-based compensation, derivatives, receivables valuation, pension, postretirement and other benefits, income taxes and contingencies.

Receivables Sales Agreement

The Company participates in an accounts receivables sales agreement (the “Receivables Sales Agreement”) to sell certain trade receivables arising from revenue transactions of the Company's U.S. subsidiaries on a revolving basis. On October 23, 2026, the Company amended the Receivable Sales Agreement to, among other things, extend the term until October 23, 2029.

The amount of receivables pledged as collateral pursuant to our Receivables Sales Agreement as of September 30, 2026 and December 31, 2025 was $28.6 million and $27.2 million, respectively.

The following table summarizes the activity under the Receivables Sales Agreement (in millions):

For more information on the Receivables Sales Agreement, refer to Note 5. Accounts Receivable, net of our Form 10-K for the 2025 fiscal year ended December 31, 2025.

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU 2025-05, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets." The ASU provides entities with a practical expedient to simplify the estimation of expected credit losses on current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606, Revenue from Contracts with Customers, by allowing the assumption that current conditions as of the balance sheet date will not change during the remaining life of the asset. Adoption of the ASU, which is effective for annual reporting periods beginning after December 15, 2025, did not have a significant impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures." The ASU requires a public business entity to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis including purchases of inventory, employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains those expenses. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

In September 2025, the FASB issued ASU 2025-06, "Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software." The ASU modernizes existing internal use software guidance to adapt to concepts and processes present in an agile development environment. Key amendments include the elimination of software project development stages in favor of a requirement to commence capitalization once management has authorized the project, committed to funding, and project completion is probable. This ASU is effective for interim and annual reporting periods beginning after December 15, 2027 with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s consolidated financial statements.

In November 2025, the FASB issued ASU 2025-09, “Derivatives and Hedging (Topic 815): Hedge Accounting Improvements.” The ASU clarifies certain aspects of the guidance on hedge accounting and addresses several incremental hedge accounting issues arising from the global reference rate reform initiative (LIBOR sunset). The ASU further aligns hedge accounting with the economics of an entity’s risk management activities and better reflects hedging strategies in financial reporting by enabling entities to achieve and maintain hedge accounting for highly effective economic hedges of forecasting transactions. This ASU is effective for interim and annual reporting periods beginning after December 15, 2026, with early adoption permitted. Based on Mativ's existing hedging strategy, adoption of this ASU is not expected to have a significant impact on the Company’s consolidated financial statements.

In December 2025, the FASB issued ASU 2025-10, "Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities." This ASU provides recognition, measurement, presentation, and disclosure requirements for government grants. Under the new guidance, proceeds from government grants must be recognized in earnings during the same period the underlying costs associated with grant eligibility are incurred. However, grant income must not be recognized unless it is probable the grant will be received and the entity will comply with the conditions attached to the grant. This ASU is effective for interim and annual reporting periods beginning after December 15, 2028. Adoption of the ASU is not expected to have a significant impact on the Company’s consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, "Interim Reporting (Topic 270): Narrow-Scope Improvements." This ASU improves clarity for interim financial reporting requirements under the existing guidance within Accounting Standards Codification ("ASC") Topic 270, Interim Reporting, by creating a comprehensive list of interim disclosure requirements, clarifying scope and applicability, along with adding a principle to disclose all material events that have occurred since the most recently filed Form 10-K. This ASU is effective for interim and annual reporting periods beginning after December 15, 2027. Adoption of the ASU is not expected to have a significant impact on the Company's interim reporting.

In May 2026, the FASB issued ASU 2026-02, "Environmental Credits and Environmental Credit Obligations (Topic 818)". This ASU establishes recognition, measurement, presentation, and disclosure requirements for all entities that generate, purchase, or receive environmental credits. This ASU is effective retrospectively for interim and annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s consolidated financial statements.

Note 2. Other Comprehensive Income (Loss)

Comprehensive income (loss) includes Net loss, as well as items charged directly to stockholders' equity, which are excluded from Net loss. The Company has presented Comprehensive income (loss) in the unaudited Condensed Consolidated Statements of Comprehensive Income (Loss).

Components of Accumulated other comprehensive income (loss), net of tax, were as follows (in millions):

Changes in the components of Accumulated other comprehensive income (loss), net of tax, were as follows (in millions):

Note 3. Net Loss Per Share

The Company uses the two-class method to calculate Net loss per share. The Company has granted restricted stock that contains non-forfeitable rights to dividends on unvested shares. Since these unvested shares are considered participating securities under the two-class method, the Company allocates Net loss per share to common stock and participating securities according to dividends declared and participation rights in undistributed earnings.

Diluted net loss per common share is computed based on Net loss divided by the weighted average number of common and potential common shares outstanding. Potential common shares during the respective periods are those related to dilutive stock-based compensation, including long-term stock-based incentive compensation and directors’ accumulated deferred stock compensation, which may be received by the directors in the form of stock or cash.

A reconciliation of the average number of common and potential common shares outstanding used in the calculations of basic and diluted Net loss per share follows (in millions, shares in thousands):

(1)For the three and nine months ended September 30, 2026, Diluted loss per share excludes 780,000 and 800,000 weighted average potential common shares, respectively, as their inclusion would be anti-dilutive. For the three and nine months ended September 30, 2025, Diluted loss per share excludes 730,000 and 360,000 weighted average potential common shares, respectively, as their inclusion would be anti-dilutive.

Note 4. Inventories, Net

The following table summarizes inventories by major class (in millions):

Note 5. Goodwill

The change in the carrying amount of goodwill (entirely attributable to the SAS reportable segment) was as follows (in millions):

Note 6. Intangible Assets

The gross carrying amount and accumulated amortization for intangible assets as of September 30, 2026 and December 31, 2025 consisted of the following (in millions):

Note 7. Restructuring and Other Impairment Activities

During the third quarter of 2026, Mativ centralized the support for common business practices across our organization within a new service center. Restructuring expenses across FAM, SAS, and Unallocated during the three months ended September 30, 2026 included severance charges associated with this transition.

Other impairment expense in the FAM segment was attributable to an impairment charge associated with long-lived assets at one of our North American facilities, which will be removed from service during the fourth quarter of 2026 as part of a product line rationalization. This expense was partially offset by an increase in the fair value of our assets held for sale to adjust the carrying value to the fair value of the assets less the cost to sell. The assets were subsequently sold, refer to Note 14. Subsequent Events for additional information.

The following table summarizes total restructuring and other impairment expense (in millions):

(1)Includes costs associated with facility closures initiated in prior years of $0.5 million and $0.4 million for the three months ended September 30, 2026 and 2025, respectively. Through September 30, 2026, the Company has recognized accumulated restructuring charges of $7.9 million related to an asset held for sale. This site was sold on November 4, 2026, refer to Note 14. Subsequent Events for additional information. Mativ does not expect to incur additional costs associated with this facility.

The following table summarizes changes in restructuring liabilities (in millions):

Restructuring liabilities were classified within Accrued expenses and other current liabilities and Other liabilities in the unaudited Condensed Consolidated Balance Sheets.

Assets held for sale of $6.8 million and $5.0 million were included in Other current assets as of September 30, 2026 and December 31, 2025, respectively.

Note 8. Debt

Total debt, net of debt issuance costs, is summarized in the following table (in millions):

Indenture for 8.000% 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”). The 2029 Notes were sold in a private placement in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended, pursuant to a purchase agreement between the Company, certain subsidiaries of the Company and a third-party financial institution, as representative of the initial purchasers. The 2029 Notes are senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly-owned subsidiaries that is a borrower under or that guarantees obligations under the Company’s senior secured credit facilities or that guarantees certain other indebtedness, subject to certain exceptions.

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.

The Company may redeem some or all of the 2029 Notes at any time on or after October 1, 2026, at the redemption prices set forth in the Indenture, together with accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Company sells certain assets or consummates certain change of control transactions, the Company will be required to make an offer to repurchase the Notes, subject to certain conditions.

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. Such covenants are subject to a number of exceptions and qualifications set forth in the Indenture. The Indenture also contains certain customary events of default, including failure to make payments in respect of the principal amount of the 2029 Notes, failure to make payments of interest on the 2029 Notes when due and payable, failure to comply with certain covenants and agreements and certain events of bankruptcy or insolvency. The Company was in compliance with all of its covenants under the Indenture at September 30, 2026.

Credit Facility

On April 3, 2026, the Company entered into the Ninth Amendment (the “Amendment”) to its existing multicurrency credit agreement (as amended, the “Amended Credit Agreement”). The Amendment provided for a refinancing and restructuring of the Company’s existing credit facilities.

The Amended Credit Agreement replaced the Company’s prior revolving credit facility, Term Loan A facility and Term Loan B facility and eliminated the delayed draw term loan facility. The Amended Credit Agreement provides for a $305.0 million revolving credit facility (the “Revolving Facility”), including sub-facilities for borrowings in Euros and Sterling, an $89.9 million Term Loan A facility (the “Term Loan A Facility”), and a $500.0 million Term Loan B facility (the “Term Loan B Facility”), resulting in total committed credit facilities of approximately $894.9 million. The Company also recognized an $8.7 million loss on debt extinguishment as a result of the transaction.

In connection with the Amendment, certain of the Company’s subsidiaries became additional U.S. borrowers, and another subsidiary became a guarantor under the Amended Credit Agreement.

The Revolving Facility and Term Loan A Facility mature on the earlier of (i)five years from April 3, 2026 or (ii)182 days prior to the maturity of the Company’s 8.000% senior notes due 2029. The Term Loan B Facility matures on the earlier of (i)seven years from April 3, 2026 or (ii)91 days prior to the maturity of the Company’s 2029 Notes.

Borrowings under the Amended Credit Agreement bear interest at variable rates based on benchmark rates, including Term SOFR and EURIBOR (or successor rates), plus applicable margins. For the Revolving Facility and Term Loan A Facility, margins range from 1.75% to 2.75%, depending on the Company’s Net Debt to EBITDA ratio, with a commitment fee rate ranging from 0.15% to 0.35% at a current rate of 0.30%. Term Loan B borrowings bear interest at fixed margins ranging from 3.50% to 4.50%, depending on the applicable benchmark rate.

The Amended Credit Agreement contains customary affirmative and negative covenants and financial maintenance covenants applicable to the Revolving Facility and Term Loan A Facility, including a minimum interest coverage ratio ranging from 2.50 x to 3.00 x over time, and a maximum Net Debt to EBITDA ratio ranging from 5.00 x to 4.00 x over time.

The Company was in compliance with all of its covenants under the Amended Credit Agreement at September 30, 2026.

Average Interest Rates

As of September 30, 2026, the average interest rate was 7.66% on outstanding Revolving Facility borrowings,6.40% on outstanding Term Loan A Credit Facility borrowings, and 8.40% on outstanding Term Loan B Facility borrowings. The effective rate on the 2029 Notes was 8.000%.

Principal Repayments

The following is the expected maturities for the Company's debt obligations as of September 30, 2026 (in millions):

Fair Value of Debt

At September 30, 2026 and December 31, 2025, the fair market value of the 2029 Notes was $398.9 million and $403.6 million, respectively. The fair market value for the 2029 Notes was determined using quoted market prices, which are directly observable Level 1 inputs. The fair market value of all other debt as of September 30, 2026 and December 31, 2025 approximated the respective carrying amounts as the interest rates approximate current market indices.

Note 9. Derivatives

The Company utilizes a variety of practices including derivative instruments to manage risk associated with foreign currency exchange rate risk and interest rate risk on its variable-rate debt. The Company has no derivative instruments for trading or speculative purposes or derivatives with credit risk-related contingent features. All derivative instruments used by the Company are either exchange traded or are entered into with major financial institutions to reduce credit risk and risk of nonperformance by third parties. The fair values of the Company’s derivative instruments are determined using observable inputs and are considered Level 2 assets or liabilities.

Foreign Currency Risk Management

The Company utilizes currency forward and swap contracts to selectively hedge its exposure to foreign currency risk when it is practical and economical to do so. We may designate certain of our foreign currency hedges as cash flow hedges. Changes in the fair value of cash flow hedges are reported as a component of Accumulated other comprehensive income (loss), net of tax and reclassified into earnings when the forecasted transaction affects earnings. Changes in the fair value of foreign exchange contracts not designated as hedges are recorded to Net income (loss) each period.

The Company also uses cross-currency swap contracts to selectively hedge its exposure to foreign currency related changes in our net investments in certain foreign operations. We designate these cross-currency swap contracts as net investment hedges based on the spot rate of the EUR. Changes in the fair value of these hedges are deferred within the foreign currency translation component of Accumulated other comprehensive income (loss), net of tax and reclassified into earnings when the foreign investment is sold or substantially liquidated. Future changes in the components related to the spot change on the notional will be recorded in Other Comprehensive Income ("OCI") and remain there until the hedged subsidiaries are substantially liquidated. Gains and losses excluded from the assessment of hedge effectiveness are recognized in earnings (Interest expense) over the term of the swap. Gains and losses associated with the settlement of derivative instruments designated as a net investment hedge are classified within investing activities in the Condensed Consolidated Statement of Cash Flows. As of September 30, 2026 and December 31, 2025 the gross notional amount of outstanding cross-currency swap contracts designated as a net investment hedge was €450 million.

Interest Rate Risk Management

The Company selectively hedges its exposure to interest rate increases on variable-rate, long-term debt when it is practical and economical to do so. Changes in the fair value of pay-fixed, receive-variable interest rate swap contracts considered cash flow hedges are reported as a component of Accumulated other comprehensive income (loss), net of tax and reclassified into earnings when the forecasted transaction affects earnings. The terms of the interest rate swaps mirror the terms of the underlying debt, including timing of the payments and interest rates. As of September 30, 2026 and December 31, 2025 the gross notional amounts of outstanding interest rate swaps designated as a cash flow hedge was$405.8 million and $480.8 million, respectively.

The following table presents the fair value of asset and liability derivatives and the respective balance sheet locations at September 30, 2026 (in millions):

The following table presents the fair value of asset and liability derivatives and the respective balance sheet locations at December 31, 2025 (in millions):

Gains (losses) on derivatives designated as cash flow and net investment hedges recognized in other comprehensive income (loss) are summarized below (in millions) on a pretax basis:

The Company's designated derivative instruments are highly effective. As such, there were no gains or losses recognized immediately in income related to the hedge ineffectiveness or amounts excluded from hedge effectiveness testing for the three and nine months ended September 30, 2026 or 2025, other than those related to derivatives designated as a net investment hedge, noted below.

Gains (losses) on derivatives within the Condensed Consolidated Statement of Income (Loss) were as follows (in millions):

Deferred gains of $4.9 million attributable to settled interest rate swaps designated as cash flow hedges are expected to be reclassified to Interest expense over the next twelve months.

Note 10. Commitments and Contingencies

Other Commitments

On November 30, 2023, the Company completed the sale of its Engineered Papers business (the “EP Divestiture”) to Evergreen Hill Enterprise Pte. Ltd. (“Evergreen Hill Enterprise”). 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 September 30, 2026, there were no material claims pending under this indemnification.

Litigation

We are involved in various legal proceedings from time to time, including relating to contracts, commercial disputes, taxes, environmental issues, employment and workers' compensation claims, product liability and other matters. We periodically review the status of these proceedings with both inside and outside counsel. 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.

Menasha Tornado

On July 27, 2026, a severe tornado and related weather event destroyed a third-party distribution facility engaged by the Company in Menasha, Wisconsin (the "Menasha Tornado"). The Company maintains insurance coverage for inventory losses and business interruption, subject to applicable deductibles, sublimits, and coverage determinations. The Company expects to recover inventory losses resulting from the Menasha Tornado under this coverage and has recorded an insurance recoveries receivable of $38.0 million, as well as $5.0 million recoveries received, which represent the cost basis of the inventory and site clean-up and other costs it believes to be probable to recover. Inventory write-off and related insurance recoveries receivable are presented on a net basis within the Changes in operating working capital section of the Condensed Consolidated Statements of Cash Flows.

Recoveries in excess of the inventory losses, if any, including business interruption costs, are being pursued and will not be recognized in the financial statements until all uncertainties of timing and amount have been resolved.

Environmental Matters

The Company's operations are subject to various nations' federal, state and local laws, regulations and ordinances relating to environmental matters. The nature of the Company's operations exposes it to the risk of claims with respect to various environmental matters, and there can be no assurance that material costs or liabilities will not be incurred in connection with such claims. While the Company has incurred in the past several years, and will continue to incur, capital and operating expenditures in order to comply with environmental laws and regulations, it believes that its future cost of compliance with environmental laws, regulations and ordinances, and its exposure to liability for environmental claims and its obligation to participate in the remediation and monitoring of certain hazardous waste disposal sites, will not have a material effect on its financial condition or results of operations. However, 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.

Employees and Labor Relations

As of September 30, 2026, approximately 27% of the Company's U.S. workforce and 35% of its non-U.S. workforce are under collective bargaining agreements. Approximately 0% of all U.S. employees and 11% of non-U.S. employees are under collective bargaining agreements that will expire in the next 12 months.

For the non-U.S. workforce, union membership is voluntary and does not need to be disclosed to the Company under local laws. As a result, the number of employees covered by the collective bargaining agreements in some countries cannot be determined.

General Matters

In the ordinary course of conducting business activities, the Company and its subsidiaries become involved in certain other judicial, administrative and regulatory proceedings involving both private parties and governmental authorities. These proceedings include insured and uninsured regulatory, employment, intellectual property, general and commercial liability, environmental and other matters. At this time, the Company does not expect any of these proceedings to have a material effect on its reputation, business, financial condition, results of operations or cash flows. However, the Company can give no assurance that the results of any such proceedings will not materially affect its reputation, business, financial condition, results of operations or cash flows.

Note 11. Postretirement and Other Benefits

The Company sponsors a number of different defined contribution retirement plans, alternative retirement plans and/or defined benefit pension plans across its operations. Defined benefit pension plans are sponsored in the United States, France, United Kingdom, Germany, Italy, and Canada and OPEB benefits related to post-retirement healthcare and life insurance are sponsored in the United States, Germany, and Canada. As of September 30, 2026, retained contributions of $4.2 million related to our UK Pension scheme are included in Restricted cash. The use of these funds is limited to obligations associated with the scheme.

Pension and Other Benefits

The components of net pension cost (benefit) during the three months ended September 30, 2026 and 2025 were as follows (in millions):

The components of net pension cost (benefit) during the nine months ended September 30, 2026 and 2025 were as follows (in millions):

The components of net pension cost (benefit) other than the service cost component are included in Other income (expense), net in the unaudited Condensed Consolidated Statements of Income (Loss).

The Company's cost under the qualified defined contribution retirement plans was $3.8 million and $3.6 million, respectively, for the three months ended September 30, 2026 and 2025 and $11.7 million and $11.0 million, respectively, for the nine months ended September 30, 2026 and 2025.

Note 12. Income Taxes

The Company's effective tax rate was 185.7% and 42.9% for the three months ended September 30, 2026 and 2025, respectively. The net change was primarily due to mix of earnings and certain jurisdictions with a full valuation allowance in the current period. The Company's effective tax rate was (1760.0)% and 3.2% for the nine months ended September 30, 2026 and 2025, respectively. The net change was primarily due to mix of earnings and certain jurisdictions with a full valuation allowance in the current period, and a goodwill impairment not deductible for tax purposes and valuation allowance changes in the prior period. The Company has historically calculated the provision or benefit for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss (pre-tax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. The Company determined that since small changes in estimated “ordinary” income would result in significant changes in the estimated annual effective tax rate, the historical method would not provide a reliable estimate for the three months, and nine months ended September 30, 2026. Accordingly, Mativ used a discrete effective tax rate method to calculate taxes for the three months, and nine months ended September 30, 2026.

Prior to the passage of the Tax Cuts and Jobs Act of 2017 ("Tax Act"), the Company asserted that substantially all of the undistributed earnings of its foreign subsidiaries were considered indefinitely reinvested and accordingly, no deferred taxes were provided. Due to the Tax Act, the Company has significant earnings and profits from its foreign subsidiaries that it can generally repatriate free of U.S. federal tax. As a result of the Company’s treasury policy to simplify and expedite its intercompany cash flows, as evidenced by the use of cash pooling, and in light of the Company’s prioritization of debt reduction and funding future growth, the Company does not assert indefinite reinvestment to the extent of each controlled foreign corporation's earnings and profits and to the extent of any foreign partnership’s U.S. tax capital accounts. As a result, the Company has provided for non-U.S. withholding taxes, U.S. federal tax related to currency movement on previously taxed earnings and profits, and U.S. state taxes on unremitted earnings.

All unrecognized tax positions could impact the Company's effective tax rate if recognized. There have been no material changes to the Company’s unrecognized tax positions for the three and nine months ended September 30, 2026. With respect to penalties and interest incurred from income tax assessments or related to unrecognized tax benefits, the Company’s policy is to classify penalties as provision for income taxes and interest as interest expense in its unaudited Condensed Consolidated Statements of Income (Loss). There wereno material income tax penalties or interest accrued during the three and nine months ended September 30, 2026 or 2025.

Many jurisdictions in which the Company operates have implemented Pillar Two legislation, and others are considering implementation of Pillar Two rules. While such new rules introduce complexity into the Company’s calculation of income tax expense, Pillar Two does not have a material impact as of the third quarter of 2026. Due to the novelty and complexity of Pillar Two, the Company continues to monitor for advancements and further guidance in Pillar Two rules, considering impacts of such developments on its tax expense.

Note 13. Segment Information

The Company hastwo reportable segments: Filtration & Advanced Materials ("FAM") and Sustainable & Adhesive Solutions ("SAS").

FAM is focused primarily on filtration media and components, advanced films, coating and converting solutions, and extruded mesh products. The FAM segment supplies customers directly, serving a diverse set of generally high-growth end markets. FAM end markets include water and air purification, life sciences, industrial processes, transportation, aerospace and defense, glass and glazing, packaging, agriculture, building and construction, safety and security.

SAS is focused primarily on tapes, labels, liners, specialty paper, packaging and healthcare solutions. The SAS segment supplies customers through distribution and directly, serving growing and mature end markets including building and construction, DIY, product packaging, consumer & commercial papers, personal care, advanced wound care, medical device fixation and medical packaging.

The accounting policies of the reportable segments are the same as those described in Note 2. Summary of Significant Accounting Policies in the notes to the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Our Chief Operating Decision Maker ("CODM") is our President and Chief Executive Officer. Effective January 1, 2026, Gross Profit has replaced Operating profit as the GAAP performance metric the CODM considers when making resource allocation decisions for each segment.

Segment Results

The CODM primarily evaluates segment performance and allocates resources based on Gross profit. Assets are managed on a company-wide basis and, as such, are not disclosed at the segment level.

Net sales, Cost of products sold, Gross profit, and Depreciation (classified as Cost of products sold) by segment were (in millions):

Segment Net sales are attributed to the following geographic locations of the Company’s direct customers during the three months ended September 30, 2026 and 2025 were as follows (in millions):

Segment Net sales are attributed to the following geographic locations of the Company’s direct customers during the nine months ended 2026 and 2025 were as follows (in millions):

Net sales as a percentage by product category for the business were as follows:

For more information on our Product Categories and the nature, timing and uncertainties associated with revenues and associated cash flows, refer to Note 3. Revenue Recognition of our Form 10-K for the 2025 fiscal year ended December 31, 2025.

Note 14. Subsequent Events

On October 23, 2026, we entered into an amendment to the Receivables Sales Agreement. Refer to Note 1. General for additional information.

On November 4, 2026, the Company sold a facility in North America, which was classified as held for sale. The Company recognized the related increase in the carrying value, to the fair value of the assets less the cost to sell, in the three months ended September 30, 2026.