UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from __________________to __________________ 1-13948 (Commission file number) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common stock, $0.10 par value M ...

Financial Data and Key Metrics Changes - Consolidated net sales for the quarter were $498 million, down from $551 million in the prior year, with a 12% volume-based decline offset by a 3% increase in selling price and currency [55][26][9] - Adjusted EBITDA was $55 million for the quarter, consistent with Q2 but down from $70 million in the prior year [20][26] - Net debt at the end of the quarter was over $1.6 billion, with available liquidity of $414 million [33][60] Business Line Data and Key Metrics Changes - Advanced Technical Materials (ATM) segment net sales were $394 million, down 8% year-over-year and 6% versus Q2, reflecting lower volumes due to customer caution and economic uncertainty [27][26] - Fiber-Based Solutions (FBS) segment net sales were $104 million, down 2% from last quarter and 17% from last year, impacted by a strong prior year and lower volumes [28][29] - Healthcare was the best-performing category with sales up 12%, while packaging and specialty papers faced the most pressure [26] Market Data and Key Metrics Changes - The U.S. manufacturing sector contracted in Q3, confirmed by volume declines reported by customers [19] - Industry data indicated demand for uncoated printing papers was down around 25% during the quarter [58] Company Strategy and Development Direction - The company is focused on improving cash flows through operating savings and capital efficiencies, with plans to consolidate manufacturing and distribution operations [6][7][8] - Strategic investments will be made in fast-growing and profitable categories like filtration and release liners [45][25] - The company aims to achieve a quarterly EBITDA of $70 million by the end of 2024, driven by modest market recovery and synergy realization [68][79] Management's Comments on Operating Environment and Future Outlook - Management indicated that while de-stocking is largely over, there may be a small sequential impact on sales in Q4 due to year-end inventory management [36] - Expectations for 2024 include demand stabilization and modest recovery in the second half of the year [37][82] - The company remains confident in its long-term growth strategy despite current economic challenges [80][66] Other Important Information - The sale of the Engineered Papers business is expected to close in Q4, with net proceeds over $575 million to be used for debt reduction [6][16] - A goodwill impairment charge of $401 million was recorded due to weaker economic conditions impacting the valuation of certain acquisitions [61] Q&A Session Summary Question: Can you provide details on which end markets are weak or strengthening heading into Q4 and 2024? - Management noted strength in healthcare and weakness in construction and transportation, with continued de-stocking in the paper business [83] Question: What are the ongoing cost reduction efforts and plans for 2024? - Management highlighted a focus on manufacturing costs, asset consolidations, and SG&A efforts to optimize internal infrastructure [90] Question: What is the company's leverage target for year-end 2024? - The target remains at 2.5 to 3.5 times, with plans to achieve this as EBITDA improves through 2024 [91]

Financial Performance - Mativ's ATM (Advanced Technical Materials) sales decreased by 8% from $426.1 million to $393.8 million[4] - Mativ's FBS (Fiber-Based Solutions) sales decreased by 17% from $125.4 million to $104.4 million[4] - Mativ's Adjusted EBITDA decreased by 20% from $69.6 million to $55.4 million[38] - Mativ reported a goodwill impairment charge of $401 million in ATM due to weaker macro conditions[5] - Mativ's sales from discontinued operations increased from $122.6 million to $127.2 million[9] Strategic Initiatives - Mativ is focusing on capital and operating efficiencies and increased cash flow[2] - Mativ expects improvements to support $70 million of EBITDA per quarter by year-end 2024 as volumes recover[14] - Mativ plans to use net proceeds of more than $575 million from the Engineered Papers sale to reduce highest cost debt[5] - Mativ is on track and expected to close the sale of Engineered Papers as originally planned in Q4[13] Liquidity and Debt - Mativ has available liquidity of $414 million[5] - Mativ's net debt is $1.65 billion at quarter end, with maturities between 2026 and 2028[13]

August 10, 2023 The following terms/abbreviations are used throughout the presentation and are defined as follows: ATM – Advanced Technical Materials segment, FBS – Fiber-Based Solutions segment, OP - operating profit, EBITDA - earnings before interest taxes depreciation and amortization, EPS - earnings per share. Due to the significance of the Neenah merger and the resulting change in our reportable segments, Mativ is providing the supplemental combined legacy financial information set forth in the tables ...

Part I - Financial Information [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Mativ Holdings, Inc.'s unaudited condensed consolidated financial statements for the three and six months ended June 30, 2023, are presented, including income, balance sheets, cash flows, and detailed notes [Condensed Consolidated Statements of Income (Loss)](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income%20(Loss)) The company reported net losses of $4.5 million and $12.2 million for the three and six months ended June 30, 2023, respectively, primarily due to higher costs despite increased net sales from the Neenah merger Income Statement Highlights (in millions, except per share amounts) | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | **Net sales** | $668.3 | $426.4 | $1,347.3 | $833.2 | | **Gross profit** | $128.5 | $99.6 | $237.5 | $192.2 | | **Operating profit** | $33.6 | $27.8 | $42.9 | $38.4 | | **Net income (loss)** | $(4.5) | $11.8 | $(12.2) | $13.4 | | **Diluted EPS** | $(0.08) | $0.36 | $(0.23) | $0.41 | [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2023, total assets slightly decreased to $3.65 billion, with stable liabilities around $2.5 billion, while goodwill increased and cash decreased Balance Sheet Summary (in millions) | Account | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Current Assets** | $963.2 | $974.7 | | **Total Assets** | $3,648.9 | $3,669.2 | | **Total Current Liabilities** | $426.2 | $466.1 | | **Long-term Debt** | $1,712.9 | $1,659.3 | | **Total Liabilities** | $2,499.9 | $2,489.9 | | **Total Stockholders' Equity** | $1,149.0 | $1,179.3 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operations slightly increased to $19.5 million for the six months ended June 30, 2023, while investing activities shifted to a $39.5 million cash outflow due to higher capital spending Cash Flow Summary for Six Months Ended June 30 (in millions) | Cash Flow Activity | 2023 | 2022 | | :--- | :--- | :--- | | **Net cash provided by operations** | $19.5 | $18.0 | | **Net cash provided by (used in) investing** | $(39.5) | $18.0 | | **Net cash provided by (used in) financing** | $2.0 | $(51.5) | | **Decrease in cash and cash equivalents** | $(16.8) | $(18.4) | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section details accounting policies and financial data, including the Neenah merger, revenue recognition, debt, derivatives, restructuring, and the proposed sale of the Engineered Papers business - On July 6, 2022, SWM consummated its merger with Neenah, Inc. and changed its name to Mativ Holdings, Inc. The company now operates under two reporting segments: **Advanced Technical Materials (ATM)** and **Fiber-Based Solutions (FBS)**[24](index=24&type=chunk) - The total consideration for the Neenah merger was **$1,056.3 million**, which included equity, repayment of Neenah's debt, and other costs. The transaction resulted in **$230.8 million of goodwill** allocated to the ATM segment[59](index=59&type=chunk)[63](index=63&type=chunk) - On August 1, 2023, the Company received a **binding offer** from Evergreen Hill Enterprise to acquire its Engineered Papers business for **$620.0 million in cash**. The transaction is expected to close in **Q4 2023** and the business is expected to be presented as a discontinued operation in **Q3 2023**[164](index=164&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial results, noting the Neenah merger's impact on sales and expenses, leading to increased sales but a net loss in Q2 2023 due to higher costs and volume declines - The **July 2022 merger with Neenah** is the primary driver of year-over-year changes in financial results, significantly increasing the scale of operations[167](index=167&type=chunk) - As of June 30, 2023, the company had total debt of **$1.75 billion**, cash of **$107.6 million**, and undrawn revolving credit capacity of **$333.9 million**. Net leverage was **4.2x**, below the maximum covenant of **5.00x**[170](index=170&type=chunk) [Results of Operations - Q2 2023 vs 2022](index=36&type=section&id=Results%20of%20Operations%20-%20Comparison%20of%20the%20Three%20Months%20Ended%20June%2030,%202023%20and%202022) Q2 2023 net sales increased 56.7% to $668.3 million due to the Neenah merger, but gross margin declined and higher expenses resulted in a net loss of $4.5 million Q2 2023 vs Q2 2022 Performance (in millions) | Metric | Q2 2023 | Q2 2022 | % Change | | :--- | :--- | :--- | :--- | | **Net Sales** | $668.3 | $426.4 | 56.7% | | **Gross Profit** | $128.5 | $99.6 | 29.0% | | **Operating Profit** | $33.6 | $27.8 | 20.9% | | **Net Income (Loss)** | $(4.5) | $11.8 | N/A | - Sales growth was primarily due to the addition of Neenah operations. Price increases were offset by **volume declines** caused by customer de-stocking trends, particularly in industrials and packaging[174](index=174&type=chunk)[175](index=175&type=chunk) [Results of Operations - H1 2023 vs 2022](index=39&type=section&id=Results%20of%20Operations%20-%20Comparison%20of%20the%20Six%20Months%20Ended%20June%2030,%202023%20and%202022) H1 2023 net sales increased 61.7% to $1.35 billion, but gross margin declined and a net loss of $12.2 million was reported, partly due to FBS segment challenges H1 2023 vs H1 2022 Performance (in millions) | Metric | H1 2023 | H1 2022 | % Change | | :--- | :--- | :--- | :--- | | **Net Sales** | $1,347.3 | $833.2 | 61.7% | | **Gross Profit** | $237.5 | $192.2 | 23.6% | | **Operating Profit** | $42.9 | $38.4 | 11.7% | | **Net Income (Loss)** | $(12.2) | $13.4 | N/A | - **FBS operations in France** were negatively impacted by nationwide labor strikes in the first quarter, leading to lost sales and inefficiencies[192](index=192&type=chunk) [Liquidity and Capital Resources](index=42&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is supported by operating cash flow and credit facilities, with cash of $107.6 million and increased capital spending of $42.0 million in H1 2023 - Net cash provided by operating activities was **$19.5 million** for H1 2023, a slight increase from **$18.0 million** in H1 2022[206](index=206&type=chunk) - Capital spending for H1 2023 was **$42.0 million**, up significantly from **$17.8 million** in H1 2022, due to the Neenah merger and capacity expansion projects for filtration and release liner products[208](index=208&type=chunk) - On August 9, 2023, the company announced a quarterly cash dividend of **$0.10 per share**[212](index=212&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's market risk exposure as of June 30, 2023, remains consistent with disclosures in its 2022 Annual Report on Form 10-K - There have been **no material changes** to the company's market risk exposure since the end of 2022[225](index=225&type=chunk) [Controls and Procedures](index=44&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2023, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that **disclosure controls and procedures were effective** as of June 30, 2023[226](index=226&type=chunk) - **No changes in internal control over financial reporting** occurred during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[227](index=227&type=chunk) Part II - Other Information [Legal Proceedings](index=45&type=section&id=Item%201.%20Legal%20Proceedings) No material developments in legal proceedings have occurred beyond what was previously disclosed in the 2022 Form 10-K and Note 12 - There have been **no material developments** in the company's legal proceedings during the quarter[230](index=230&type=chunk) [Risk Factors](index=45&type=section&id=Item%201A.%20Risk%20Factors) The company's risk factors are consistent with those discussed in its 2022 Annual Report on Form 10-K, which could materially affect its business - The company's risk factors are **consistent** with those disclosed in its 2022 Annual Report on Form 10-K[231](index=231&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=45&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased 118,779 shares at an average price of $22.20 during H1 2023, primarily for tax withholding on vested stock awards, not a formal program Issuer Purchases of Equity Securities (Year-to-Date 2023) | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | **Total YTD 2023** | 118,779 | $22.20 | - Share repurchases represent vested restricted shares from employees to satisfy tax withholding requirements and are **not part of a formal buyback program**[232](index=232&type=chunk) [Other Information](index=46&type=section&id=Item%205.%20Other%20Information) The Compensation Committee approved a Short-Term Cash Incentive Plan effective January 1, 2023, for eligible employees, and no Rule 10b5-1 trading plans were adopted or terminated - The Compensation Committee approved a **Short-Term Cash Incentive Plan** for eligible employees, including executive officers, effective **January 1, 2023**[236](index=236&type=chunk)[237](index=237&type=chunk) [Exhibits](index=47&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including corporate governance documents, credit agreement amendments, the Short-Term Incentive Plan, and CEO/CFO certifications

Mativ Holdings, Inc. (NYSE:MATV) Q1 2023 Earnings Conference Call May 11, 2023 8:30 AM ET Company Participants Mark Chekanow - Vice President-Investor Relations Julie Schertell - Chief Executive Officer Greg Weitzel - Chief Financial Officer Conference Call Participants Jon Tanwanteng - CJS Securities Daniel Harriman - Sidoti Operator Good morning or good afternoon and welcome to Mativ's First Quarter Earnings Conference Call. Hosting the call today from Mativ is Julie Schertell, Chief Executive Officer. Sh ...

Financial Performance - Mativ's sales for 1Q 2023 were $679 million, comparable to $691.6 million on a combined legacy basis[10] - The company reported a GAAP loss of $7.7 million, or -$0.14 EPS, compared to a GAAP income of $1.6 million, or $0.05 EPS in 1Q 2022[10] - Adjusted EBITDA for 1Q 2023 was $65.7 million, down from a comparable $88.1 million in 1Q 2022[10] - Adjusted EPS was $0.25, significantly lower than the $0.89 in the prior year period[10] Segment Results - Advanced Technical Materials (ATM) sales were $434.3 million, up 2% on a constant currency organic basis[21] - Fiber-Based Solutions (FBS) sales were $244.7 million, down 1% on a constant currency organic basis[13] - ATM Adjusted EBITDA was $58.8 million with a 13.5% margin[30] - FBS Adjusted EBITDA was $28.4 million with an 11.6% margin, significantly impacted by operational challenges[30] Factors Affecting Performance - Pricing actions resulted in a net benefit of nearly $40 million, exceeding input cost inflation[11, 18] - Volume/mix was negatively impacted by customer de-stocking across end-markets and French strikes[10] - Manufacturing inefficiencies, particularly in FBS due to French strikes and labor turnover in the US, were significant hurdles[10, 11] - Approximately $5 million in synergies were realized in 1Q 2023, with the company on track for $25 million in incremental synergy realization in 2023[11]

Part I - Financial Information [Financial Statements](index=3&type=section&id=Item%201%2E%20Financial%20Statements) The financial statements reflect the Neenah merger's impact, showing a net loss and significant changes in cash flow Condensed Consolidated Statements of Income (Loss) (in millions) | | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | **Net sales** | $679.0 | $406.8 | | **Gross profit** | $109.0 | $92.6 | | **Operating profit** | $9.3 | $10.6 | | **Net income (loss)** | $(7.7) | $1.6 | | **Diluted EPS** | $(0.14) | $0.05 | Condensed Consolidated Balance Sheets (in millions) | | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total current assets** | $1,005.2 | $974.7 | | **Total assets** | $3,674.8 | $3,669.2 | | **Total current liabilities** | $468.5 | $466.1 | | **Total liabilities** | $2,515.5 | $2,489.9 | | **Total stockholders' equity** | $1,159.3 | $1,179.3 | Condensed Consolidated Statements of Cash Flows (in millions) | | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | **Net cash provided by (used in) operations** | $(20.7) | $5.0 | | **Net cash used in investing** | $(19.4) | $(9.6) | | **Net cash provided by (used in) financing** | $11.7 | $(13.6) | | **Decrease in cash and cash equivalents** | $(27.4) | $(18.6) | [Note 1. General: Business Overview](index=9&type=section&id=Note%201%2E%20General) The company was renamed Mativ Holdings, Inc after merging with Neenah and now operates via two new segments - On July 6, 2022, SWM consummated its merger with Neenah, Inc and changed its name to **Mativ Holdings, Inc**[24](index=24&type=chunk) - The company's two reporting segments are now **Advanced Technical Materials (ATM)** and **Fiber-Based Solutions (FBS)**[24](index=24&type=chunk) [Note 2. Revenue Recognition](index=10&type=section&id=Note%202%2E%20Revenue%20Recognition) Net sales reached $679.0 million in Q1 2023, primarily from the US and Europe, with revenue recognized upon shipment Net Sales by Geographic Location (in millions) | Region | Q1 2023 Total Sales | Q1 2022 Total Sales | | :--- | :--- | :--- | | United States | $339.8 | $190.6 | | Europe and former CIS | $205.8 | $115.1 | | Asia-Pacific | $73.2 | $60.3 | | Americas (excluding U.S.) | $41.2 | $26.9 | | Other foreign countries | $19.0 | $13.9 | | **Total Net Sales** | **$679.0** | **$406.8** | - The company entered into an accounts receivables sales agreement in December 2022 with a maximum funding commitment of **$175.0 million**; in Q1 2023, **$312.1 million** of trade accounts receivable were sold under these programs[47](index=47&type=chunk)[54](index=54&type=chunk) [Note 4. Business Acquisitions: Neenah Merger](index=14&type=section&id=Note%204%2E%20Business%20Acquisitions) The Neenah merger was completed for $1,056.3 million, adding $230.9 million in goodwill to the ATM segment - The total consideration transferred to merge with Neenah was **$1,056.3 million**, which included equity, debt repayment, and other costs[59](index=59&type=chunk) - The excess of total consideration over net assets acquired was recorded as **goodwill of $230.9 million**, allocated to the ATM segment, and is not expected to be tax-deductible[61](index=61&type=chunk)[64](index=64&type=chunk) Neenah Financial Contribution Q1 2023 (in millions) | Metric | Amount | | :--- | :--- | | Net sales | $287.8 | | Net income | $2.9 | [Note 9. Restructuring and Impairment Activities](index=19&type=section&id=Note%209%2E%20Restructuring%20and%20Impairment%20Activities) Restructuring and impairment expenses fell to $0.8 million in Q1 2023 from $13.2 million in the prior year Restructuring and Impairment Expense (in millions) | | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | **Total restructuring and impairment expense** | **$0.8** | **$13.2** | - Q1 2022 expenses included a **$12.9 million impairment** of certain assets in the legacy SWM ATM segment[87](index=87&type=chunk) [Note 10. Debt](index=21&type=section&id=Note%2010%2E%20Debt) Total debt increased to $1.733 billion as of March 31, 2023, with the company remaining in covenant compliance Total Debt Summary (in millions) | | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total debt** | $1,733.0 | $1,693.9 | | **Total long-term debt** | $1,697.9 | $1,659.3 | - The company was in **compliance with all of its covenants** under the amended Credit Agreement and the Indenture at March 31, 2023[101](index=101&type=chunk)[106](index=106&type=chunk) [Note 15. Segment Information](index=30&type=section&id=Note%2015%2E%20Segment%20Information) The ATM segment's operating profit grew significantly while the FBS segment's profit declined post-merger Segment Performance Q1 2023 vs Q1 2022 (in millions) | Segment | Net Sales 2023 | Net Sales 2022 | Operating Profit 2023 | Operating Profit 2022 | | :--- | :--- | :--- | :--- | :--- | | **ATM** | $434.3 | $272.9 | $37.6 | $10.3 | | **FBS** | $244.7 | $133.9 | $6.2 | $25.7 | | **Unallocated** | N/A | N/A | $(34.5) | $(25.4) | | **Total** | **$679.0** | **$406.8** | **$9.3** | **$10.6** | [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=31&type=section&id=Item%202%2E%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The Neenah merger drove a 66.9% sales increase, but gross margin declined due to inefficiencies and strikes [Results of Operations](index=33&type=section&id=Results%20of%20Operations) Net sales rose 66.9% due to the Neenah acquisition, but operating profit fell 12.3% on compressed margins - Net sales increased **66.9% to $679.0 million**, primarily due to the addition of Neenah operations; price increases were offset by volume declines and negative currency impacts[163](index=163&type=chunk)[164](index=164&type=chunk) - Gross profit margin fell to **16.1% from 22.8% YoY**, negatively impacted by lower volume, manufacturing inefficiencies, and operational disruptions, including labor strikes in France[165](index=165&type=chunk) - FBS segment operating profit declined **75.9% to $6.2 million**, largely driven by labor strikes in France, manufacturing inefficiencies, and intangible asset amortization from the merger[169](index=169&type=chunk)[170](index=170&type=chunk) - Interest expense increased **82.8% to $26.5 million** due to incremental debt from the Merger and higher interest rates[172](index=172&type=chunk) [Liquidity and Capital Resources](index=36&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity remains sufficient with $359.0 million undrawn on its credit facility despite negative operating cash flow - As of March 31, 2023, the company had **$97.0 million in cash** and **$359.0 million of undrawn capacity** on its revolving credit facility[159](index=159&type=chunk)[178](index=178&type=chunk) - Net cash used in operating activities was **$20.7 million in Q1 2023**, compared to $5.0 million provided in Q1 2022, due to unfavorable working capital changes[179](index=179&type=chunk) - The company's **net leverage was 4.1x** at the end of Q1, versus a maximum covenant ratio of 5.25x[159](index=159&type=chunk) - A cash dividend of **$0.40 per share** was announced on May 10, 2023[184](index=184&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=40&type=section&id=Item%203%2E%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Market risk exposure has not materially changed from the disclosures in the 2022 Annual Report on Form 10-K - Market risk exposure at March 31, 2023 is consistent with and **not materially different** than the market risk presented in the 2022 Annual Report on Form 10-K[195](index=195&type=chunk) [Controls and Procedures](index=40&type=section&id=Item%204%2E%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective with no material changes to internal controls - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were **effective as of March 31, 2023**[196](index=196&type=chunk) - **No changes in internal control** over financial reporting occurred in Q1 2023 that have materially affected, or are reasonably likely to materially affect, internal controls[197](index=197&type=chunk) Part II - Other Information [Legal Proceedings](index=41&type=section&id=Item%201%2E%20Legal%20Proceedings) There have been no material developments in legal proceedings since the last annual report - There have been **no material developments** with regard to legal proceedings referenced in the Annual Report on Form 10-K for the year ended December 31, 2022 and Note 12 of this report[200](index=200&type=chunk) [Risk Factors](index=41&type=section&id=Item%201A%2E%20Risk%20Factors) The company's risk factors have not materially changed from those disclosed in the 2022 Annual Report - The risk factors discussed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022, **remain relevant** and could materially affect the business[201](index=201&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=41&type=section&id=Item%202%2E%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased 54,435 shares in Q1 2023 to cover tax withholding on employee stock awards Issuer Purchases of Equity Securities (Q1 2023) | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | Jan 1 - 31, 2023 | 29,491 | $22.51 | | Feb 1 - 28, 2023 | 24,944 | $26.59 | | Mar 1 - 31, 2023 | — | — | | **Total YTD 2023** | **54,435** | **$24.37** | - The repurchases represent vested restricted shares from employees to **satisfy minimum tax withholding requirements** upon vesting of stock-based awards[202](index=202&type=chunk) [Other Items (3, 4, 5, 6)](index=41&type=section&id=Item%203%2C%204%2C%205%2C%206) Items 3, 4, and 5 are not applicable, while Item 6 lists the exhibits filed with the report - Item 3, Defaults Upon Senior Securities: **Not applicable**[204](index=204&type=chunk) - Item 4, Mine Safety Disclosures: **Not applicable**[205](index=205&type=chunk) - Item 5, Other Information: **Not applicable**[206](index=206&type=chunk) - Item 6 provides a **list of exhibits** filed with the Form 10-Q[208](index=208&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________ to __________________ 1-13948 (Commission file number) MATIV HOLDINGS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdic ...

Financial Data and Key Metrics Changes - The company reported fourth quarter sales of $660 million, with organic growth of 6% on a constant currency basis and 2% when accounting for currency impact [71] - Adjusted EBITDA for the fourth quarter was over $92 million, representing a 30% increase year-over-year, with margin expansion of 310 basis points [72][74] - For the full year, adjusted EBITDA was $370 million, also up 11% compared to the previous year [78] Business Line Data and Key Metrics Changes - Advanced Technical Materials (ATM) segment saw a 9% growth, while Fiber-Based Solutions (FBS) experienced a 3% growth in the fourth quarter [71] - Release liners and protective solutions were highlighted as the highest growth platforms within the portfolio [23] - The company achieved over $35 million in favorable price versus cost dynamics, contributing to margin improvements across segments [74][75] Market Data and Key Metrics Changes - The company noted softness in demand primarily due to customer destocking, particularly in Europe, while maintaining stable demand in North America [40] - The company expects destocking impacts to peak in the first quarter before normalizing by mid-year [5] - The overall economic environment remains challenging, with inflationary pressures and interest rate increases influencing demand [2][11] Company Strategy and Development Direction - The company aims to be a global leader in specialty materials, focusing on engineering innovative solutions to meet customer challenges [95] - Strategic pillars include prioritizing growth, focusing efforts, and driving value creation, with a shift towards organic growth in existing categories rather than diversifying through M&A [106] - The company is executing a $65 million cost synergy plan, which is seen as a controllable profit catalyst [25][115] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving solid profit growth in 2023 despite a challenging first quarter, driven by synergy realization and pricing actions [85][88] - The company anticipates a favorable input cost environment in the second half of the year, which should support profitability [52][85] - Management highlighted that over 60% of the portfolio is expected to exhibit recession resilience, providing a buffer against economic volatility [114] Other Important Information - The company has locked in much of its energy needs for 2023 at favorable prices, mitigating some inflationary pressures [83] - The company expects to generate approximately $150 million in free cash flow for the year, with a focus on debt reduction [61][64] - Capital expenditures are projected to be around $90 million for the year [92] Q&A Session Summary Question: Expectations for sequential decline in the first quarter - Management expects a soft first quarter, potentially down around 10% compared to last year, due to destocking impacts and a strike in France [9][50] Question: Recovery of pricing versus inflation - The company recovered $35 million in Q4 and anticipates continued recovery in 2023, with a target for modest margin improvement [30][27] Question: Update on synergies and revenue growth - The company expects to realize $25 million in synergies in 2023, primarily from cost reductions, with longer-term revenue synergies in process [79][44] Question: M&A strategy in the current environment - The focus remains on deleveraging and organic growth, with potential bolt-on acquisitions aligned with existing growth platforms [48][47] Question: Confidence in second half performance - Management is optimistic about demand recovery in the second half, driven by strong end markets and improved input costs [52][88]