MATTHEWS INTERNATIONAL CORP

This summary highlights information contained elsewhere in this Proxy Statement. You should read this entire Proxy Statement carefully before voting. This Proxy Statement and the accompanying proxy card were first mailed to shareholders on or about January 20, 2026.

2026 Annual Meeting of Shareholders

If you are a shareholder of record, you may vote either “in person” (electronically) at the virtual Annual Meeting or by proxy. Whether or not you plan to attend the

Annual Meeting, we urge you to complete and return the enclosed proxy card or submit your proxy through the Internet or telephone by following the instructions provided in the proxy card to ensure your vote is counted. If you are a beneficial owner of shares held in “street name” and these proxy materials are forwarded to you by the brokerage firm, bank, dealer or similar organization at which you have an account, you are also invited to attend the Annual Meeting. However, because you are not the shareholder of record, you may not vote your shares “in person” at the virtual Annual Meeting unless you request and obtain a valid legal proxy issued in your name from your broker, bank or other agent considered the shareholder of record of the shares.

Regardless of whether you are a record holder or a beneficial holder, simply attending the Annual Meeting will not, by itself, revoke any proxy that you have previously submitted.

Meeting Agenda and Board Recommendations on Voting Matters

The purpose of the Annual Meeting is to act on the matters set forth in the Notice of the Annual Meeting accompanying this Proxy Statement, which are also listed below. The Board of Directors unanimously recommends that you vote your shares in the manner set forth across from the corresponding proposal below. These proposals and the reasons for the Board’s recommendations are described in more detail in this Proxy Statement Summary and on the page of the Proxy Statement set forth in the table below.

Proposal 1 – Election of Directors (Page 34)

You are being asked to vote on the election of four (4) directors. The Board has nominated four (4) highly qualified incumbent directors who have critical skills and experience that relevant to the Company’s businesses:

Additional information about the background and experience of these nominees can be found in the section of this Proxy Statement captioned “Proposal 1 – Election of Directors.”

Alvaro Garcia-Tunon, whose term expires at the 2028 Annual Meeting of Shareholders, will retire upon the certification of the vote at the Annual Meeting, which will cause the Board’s director classes to be imbalanced. In the event that Proposal 6 to declassify the Board is not approved at the Annual Meeting, the Board intends to effect a rebalancing of the classes to ensure that the classes are as nearly equal as possible, as required by Pennsylvania law. To effect this rebalancing, each of the Board’s nominees (Thomas A. Gebhardt, Aleta W. Richards, David A. Schawk and Francis S. Wlodarczyk) has submitted a conditional resignation letter to the Board that requires whichever of them is re-elected to the Board and receives the fewest votes at the Annual Meeting to resign immediately following the Annual Meeting, and the Board has unanimously voted to re-appoint such person to fill the vacancy created by Mr. Garcia-Tunon’s retirement. As a result, such person will serve through the 2028 Annual Meeting of Shareholders, and not the 2029 Annual Meeting of Shareholders in the event Proposal 6 is not approved. Such re-classification will not occur in the event that Proposal 6 is approved.

On this Proposal 1, the Board unanimously recommends voting “FOR” the election of the Board’s four nominees (Thomas A. Gebhardt, Aleta W. Richards, David A. Schawk, and Francis S. Wlodarczyk).

Corporate Governance Highlights (Page 22)

We are committed to good corporate governance, which we believe is important to the success of our business and in advancing shareholder interests. Our corporate governance practices are described in greater detail in the “General Information Regarding Corporate Governance” section. Highlights include:

Board Skills and Experience

The Governance and Sustainability Committee and the Board have worked with management to develop the following matrix for use in evaluating potential director candidates and assist in board succession planning. Such matrix includes a number of factors that the Governance and Sustainability Committee and the Board consider important for assessing the qualifications of potential nominees and current directors.

Board and Board Leadership Refreshment

Since October 2020, the Governance and Sustainability Committee and the Board have worked to refresh the Board of Directors and has from time to time retained one or more third-party national search firms to advise the

Governance and Sustainability Committee with identifying and retaining director candidates utilizing a broad range of criteria, including, but not limited to, background, relevant industry expertise, tenure on the Board, diversity (including knowledge, experience, expertise, gender, race, ethnicity, sexual orientation, culture, thought and geography) and business acumen and experience. As a result of this refreshment initiative, five new directors have joined the Board since 2020: Lillian D. Etzkorn (October 2020), Aleta W. Richards (February 2023), Francis S. Wlodarczyk (April 2024), J. Michael Nauman (February 2025) and Thomas A. Gebhardt (February 2025).

As previously announced on February 14, 2025, Mr. Garcia-Tunon will retire from the Board at the Annual Meeting. The Board of Directors and management of the Company express their sincerest gratitude to Mr. Garcia-Tunon for his service on the Board of Directors and as Chairperson of the Board. Mr. Garcia-Tunon’s expertise and leadership have been invaluable to the Company during his tenure as a director and Chairperson of the Board. The Board intends to effect an orderly transition of the role of Chairperson of the Board and has unanimously appointed Mr. Nauman to serve as Chairperson of the Board immediately following Mr. Garcia-Tunon’s retirement from the Board.

Board Attributes and Practices

Other Governance Best Practices

Proposal 2 – Approval of the adoption of the Second Amended and Restated 2019 Director Fee Plan (Page 44)

We are requesting that the shareholders approve the adoption of the Second Amended and Restated 2019 Director Fee Plan. Such approval is requested to increase the number of shares available for grant under the plan in order to continue to provide to non-employee directors of the Company the appropriate annual retainer fee and meeting fee, increase identification of interests between non-employee directors and shareholders, and allow for the payment in fees in shares of Common Stock and defer receipt of certain payments to a future date.

Additional information about the Second Amended and Restated Director Fee Plan can be found in the section of this Proxy Statement captioned “Proposal 2 – Approval of the Adoption of the Second Amended and Restated 2019 Director Fee Plan” below.

Proposal 3 – Ratification of the Selection of our Independent Registered Public Accounting Firm for Fiscal Year 2026 (Page 55)

We are requesting that shareholders ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026. The table below shows the fees paid by the Corporation to Ernst & Young LLP, the independent public accounting firm for the fiscal years ended September 30, 2025 and 2024.

Additional information about our relationship with our independent registered public accounting firm can be found under the heading “Relationship with Independent Registered Public Accounting Firm” starting on page 97 of this Proxy Statement.

Proposal 4 – Approval of an Advisory(Non-binding) Vote on the Executive Compensation of the Company’s Named Executive Officers (Page 56)

We are requesting that the shareholders approve an advisory(non-binding) vote on the Executive Compensation of the Company’s named executive officers in accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company is presenting this proposal to give shareholders the opportunity to endorse or not endorse our pay program for named executive officers by voting for or against the resolution provided in Proposal 4. The Board and the Compensation Committee will review the voting results and take into account the outcome when considering future executive compensation arrangements. The Board and management are committed to our shareholders and understand that it is useful and appropriate to obtain the views of our shareholders when considering the design and implementation of executive compensation programs.

Proposal 5 – Approval of the Adoption of the Amended and Restated Articles (Page 57)

We are requesting that shareholders approve the adoption of the Amended and Restated Articles. On January 2, 2026, the Board unanimously voted to approve, and to recommend to shareholders that they approve, the amendment and restatement of the Articles of Incorporation in the form of the Amended and Restated Articles attached as Appendix C-1 to this Proxy Statement. The Amended and Restated Articles will include, among other things, the features described in Proposals 6 through 8 below. The Amended and Restated Articles included as Appendix C-1 to this Proxy Statement also reflect certain immaterial changes to modernize, streamline and align the provisions therein in light of the proposed amendments. Please refer to Appendix C-2 for a marked copy of the Amended and Restated Articles reflecting each of the proposed changes proposed in this Proxy Statement. The approval of this proposal is required to approve the adoption of the Amended and Restated Articles. The approval of each of Proposals 6, 7 and 8 are not dependent on one another. Accordingly, if Proposal 5 is approved and any of Proposal 6, 7 and 8 are not approved, the corresponding amendments marked in each of Sections 6.1.B(1), 6.1.B(2) and 10.3, respectively, will not be included in the Amended and Restated Articles when filed with the Pennsylvania Department of State.

We encourage you to read the full description of the proposal to adopt the Amended and Restated Articles. Additional information about Proposal 5 can be found beginning on page 57.

Proposal 6 – Approval of the Amendment of the Articles of Incorporation to Declassify the Board of Directors (Page 58)

We are requesting that shareholders approve an amendment to the Company’s current Articles of Incorporation to declassify the Board over a three-year period (the “Declassification Amendment”). The Articles of Incorporation currently divide the Board into three classes, with the terms of office of the three classes of directors ending in successive years. As set forth in Section 1724(b)(1) of the Pennsylvania Business Corporation Law of 1988, as amended (the “PBCL”), such classes are as nearly equal in number as possible. If the Declassification Amendment is approved by the Company’s shareholders at the Annual Meeting, subject to the approval of Proposal 5 and the filing of the Amended and Restated Articles, the directors with terms expiring at this Annual Meeting will be elected to a one-year term, and each class elected at annual meetings of shareholders after this Annual Meeting will also be elected to a one-year term. As a result, if the Declassification Amendment is approved by the shareholders, the Board will no longer be divided into classes beginning at the 2028 Annual Meeting of Shareholders.

As announced on February 14, 2025, the Board determined to submit the Declassification Amendment for shareholder approval as part of the Board’s continuing review of the Company’s corporate governance practices in light of best practices and shareholder feedback. The Board believes that annual director elections will allow for increased shareholder engagement on Board composition and director performance, while the phased declassification provides for a smooth transition through the declassification process.

We encourage you to read the full description of the amendment, including its background and governance considerations. Additional information about Proposal 6 can be found beginning on page 58.

Proposal 7 – Approval of the Amendment of the Articles of Incorporation to Adopt a Majority of Votes Cast Standard in Uncontested Elections of Directors (Page 60)

We are requesting that shareholders approve an amendment to the Company’s current Articles of Incorporation to adopt a majority of votes cast standard in uncontested elections of directors (the “Majority Voting Standard Amendment”). Currently, all director elections are subject to a plurality of votes cast standard. The Board had previously adopted a director resignation policy (described below under the section of this Proxy Statement captioned “General Information Regarding Corporate Governance – Board Composition and Corporate Governance”), pursuant to which directors who do not receive at least a majority of votes cast in an uncontested director election must tender his or her resignation, subject to review by the Board of Directors. The Majority

Voting Standard Amendment would provide that at an uncontested election of directors, a nominee for director will be elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election, and that directors who are not re-elected pursuant to such standard would berequired to resign subject to the Board’s review under the Company’s director resignation policy.

As announced on February 14, 2025, the Board determined to submit the Majority Voting Standard Amendment for shareholder approval as part of the Board’s continuing review of the Company’s corporate governance practices in light of best practices and shareholder feedback. While the Majority Voting Standard Amendment will be substantially similar to the effect of the Company’s existing director resignation policy, the Board believes that adopting a majority voting standard is responsive to shareholder feedback and market best practices.

We encourage you to read the full description of the amendment, including its background and governance considerations. Additional information about Proposal 7 can be found beginning on page 60.

Proposal 8 – Approval of the Amendment of the Articles of Incorporation to Eliminate Certain Supermajority Voting Requirements (Page 62)

We are requesting that shareholders approve an amendment to the Company’s current Articles of Incorporation to eliminate supermajority voting requirements that are currently required for certain amendments to the Company’s Articles of Incorporation (the “Supermajority Voting Amendment”). Amendments to the Articles of Incorporation currently require the affirmative votes of (a) the holders of at least 80% of the voting power of all then outstanding shares of the Company’s voting stock, voting together as a single class and (b) the holders of at least a majority of the voting power of the then outstanding shares of the Company’s voting stock which are not beneficially owned by any Interested Shareholder (as defined in the Articles of Incorporation), voting together as a single class, unless such amendment is recommended and submitted to the shareholders for their consideration by the affirmative vote of a majority of the Disinterested Directors (as defined in the Articles of Incorporation) then in office. If the Supermajority Voting Amendment is approved by shareholders at the Annual Meeting, amendments to the Articles of Incorporation would require approval by a least a majority of the voting power of the then outstanding shares of the Company’s voting stock.

We encourage you to read the full description of the amendment, including its background and governance considerations. Additional information about Proposal 8 can be found beginning on page 62.

Executive Compensation Program Highlights

Continuous improvement in operating results and the creation of shareholder value are key elements of the compensation philosophy of Matthews. This philosophy serves as the framework for the Company’s executive compensation program. Our program is designed to provide incentive arrangements that reward executives for improvements in the Company’s operating results and appreciation in our stock value.

The principal objectives of the Company’s executive compensation program for the Company’s named executive officers and other executive officers, are to:

The Company seeks to accomplish these objectives by maintaining a compensation philosophy that emphasizes rigorous performance-based programs. The foundation of our philosophy is to:

The following executive compensation practices and policies have been adopted by the Committee to ensure sound corporate governance and alignment of the interests of executives and the Company’s shareholders. Many of these policies and practices have been adopted to discourage excessive risk-taking by our executive team.

What We Do:

What We Don’t Do:

Additional information about our compensation philosophy and program, including compensation determinations for each of our named executive officers, can be found in the “Executive Compensation and Retirement Benefits” starting on page 67 of this Proxy Statement.

We encourage you to read the entire Proxy Statement and to vote your shares using the instructions on the enclosed proxy card for the Annual Meeting. We encourage you to submit a proxy using the instructions on the enclosed proxy card so that your shares will be represented and voted for each of the proposals described in this Proxy Statement.