What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-11-21 compared with 2024-11-22 · 209 added, 62 removed, 192 unchanged (59% of the section changed)

BUSINESS, (continued)

The packaging solutions part of its business integrates all packaging-related services from the beginning to the end of the packaging development workflow process.

Clients may purchase stand-alone services or a combination of services that are designed to fulfill larger, more strategic objectives.

These services include design and adaptive packaging design, production art, photography, retouching, the creation of e-commerce assets, premedia, print technical services, cylinder and flexo printing plate production, workflow efficiency consulting, change management and technology workflow solutions.

Historically a print media based business, the business leverages their 100+ years of packaging expertise to create packaging assets required for the e-commerce channel.

The business has evolved from creating and delivering graphic brand assets for a single medium (package on shelf) which required output for printing, into one that is deeply entrenched in a brand’s journey across multiple mediums, requiring an almost infinite array of digital asset output across an ever-expanding multi-channel universe.

The brand experience part of the business integrates all marketing-related services from the beginning to the end of the marketing development workflow process.

Clients may purchase stand-alone services or a combination of services that are designed to fulfill larger, more strategic objectives.

These services include all the services that help create brand experiences:

consumer insights, brand strategy, brand identity, content marketing strategy, marketing content creation, campaign strategy and development, online and in-store retail experiences and merchandising fabrication, creative process management and technology workflow solutions.

Largely, an ideation and digital media-based business, the business leverages its branding expertise to drive the creation of digital experiences that “stick” with consumers.

The SGK Brand Solutions segment’s principal clients are global, multinational and regional companies in highly regulated industries such as food and beverage, pharmaceutical and healthcare, beauty and cosmetics, and alcohol and tobacco.

The segment also serves clients in a diverse range of sectors that includes leaders in home improvement, personal care, technology and electronics, snack food and confections, telecommunications, and apparel, as well as a diverse range of shopping formats that include big-box stores, department stores, specialty stores, grocery stores, pharmacy chains and online retailers.

These large, well-known companies represent a variety of brands across the marketplace covering both national and private label brands with numerous packaging and marketing requirements.

The segment is also a leading international supplier of pre-press, rotogravure and embossing tooling, with principal clients representing brand manufacturers, printers and converters.

The segment’s products, services and solutions are purchased in part or whole by companies with operations in and/or across the North America, Europe and Asia regions.

A large portion of these purchases result in annual or multi-year contracts;

others are initiative-based.

The segment generates new business opportunities through referrals and relationships, marketing and lead generation and select industry partnerships.

The Company has many long-standing relationships among its client base that span decades and has new relationships with well-known global technology companies that are driving change in how consumers engage with brands and use devices like smartphones to shop and buy online and in-store.

Major raw materials for this segment’s products include photopolymers, steel, copper, film, wood, corrugated materials, structural steel, plastic, laminates, inks and graphic art supplies.

All such materials are presently available in adequate supply from various industry sources.

Competition is on the basis of product quality, timeliness of delivery and price, and increasingly, the ability to provide a holistic solution for brand content beyond its use for packaging, while at the same time elevating the role of packaging in the marketing mix.

The segment's ability to offer consistent service on a global basis is a key differentiator.

The segment competes in an industry that is constantly challenged by emerging technologies that impact packaging and marketing.

These challenges have created new opportunities for the segment to create, produce and manage large volumes of brand content in an automated manner, which has generated incremental revenues from standalone software-as-a-service (“SaaS”) sales.

They also provide the segment with opportunities to advise its clients on how to plan for, manage and execute the digital transformation of their packaging and marketing operations.

Increasingly, with the growing awareness and commitment by its clients to environmental sustainability, the SGK Brand Solutions segment is providing solutions that enable its clients to advance their own sustainability initiatives.

granite niche units are comprised of numerous compartments used to display cremation urns in mausoleums and churches.

The Company also markets turnkey cremation gardens that include design and all related products for a cremation memorial garden.

Customers of the Memorialization segment can purchase memorials and vases on a "pre-need" basis.

This concept permits families to arrange for these purchases in advance of their actual need.

Upon request, the Company will manufacture the memorial to the customer's specifications (e.g., name and birth date) and place it in storage for future delivery.

Memorials in storage have been paid in full with title conveyed to each pre-need purchaser.

The segment is a leading manufacturer and distributor of caskets and other funeral home products in North America, producing and marketing metal, wood and cremation caskets.

Caskets are offered in a variety of colors, interior designs, handles and trim in order to accommodate specific religious, ethnic or other personal preferences and can also be personalized.

The segment is the leading supplier of embalming chemicals, supplies, and instruments in North America.

Other specialized funeral home products such as urns, jewelry, interior panels, and stationery are also offered.

Metal caskets are made from various gauges of cold-rolled steel, stainless steel, copper and bronze.

Metal caskets are generally categorized by whether the casket is non-gasketed or gasketed, and by material (i.e., bronze, copper, or steel) and in the case of steel, by the gauge (thickness) of the metal.

Wood caskets are primarily manufactured from nine different species of wood.

The species of wood used are poplar, pine, ash, oak, pecan, maple, cherry, walnut and mahogany.

The Memorialization segment is a leading manufacturer of all-wood constructed caskets, which are manufactured using pegged and dowelled construction, and include no metal parts.

Cremation caskets are made primarily from wood or cardboard covered with cloth or veneer.

These caskets appeal primarily to cremation consumers, environmentally concerned consumers and value buyers.

The Memorialization segment produces casket components, which include stamped metal parts, metal locking mechanisms for gasketed metal caskets and adjustable beds.

Metal casket parts are produced by stamping cold-rolled steel, stainless steel, copper and bronze sheets into casket component parts.

Locking mechanisms and adjustable beds are produced by stamping and assembling a variety of steel parts.

The segment purchases various species of uncured wood from sawmills and lumber distributors, which it dries and cures before being processed into casket components.

The segment provides product and service assortment planning, as well as merchandising and display products to funeral service businesses.

The Memorialization segment develops and sells technology solutions that help funeral homes manage their businesses and serve families through these digital platforms.

Solutions are delivered as software as a service and include funeral home management systems and web-based arrangement and presentation systems.

These products assist funeral service professionals in providing information, value and satisfaction to their client families.

The segment offers cremation systems, and cremation service and supplies, to the pet and human sector, and standard and specialized incineration systems.

The primary market areas for these products and services are North America and Latin America.

Cremation systems include flame-based systems for cremation of humans and pets, as well as equipment for processing the cremated remains and other related equipment (ventilated workstations, loading systems, tables, cooler racks, vacuums).

The principal markets for these products are funeral homes, cemeteries, crematories, pet crematories, animal disposers and veterinarians.

These products primarily are marketed directly by segment personnel.

Cremation service and supplies consist of operator training, preventative maintenance and on-demand service work performed on various makes and models of equipment.

This work can be as simple as replacing defective bulbs or as complex as complete reconstruction and upgrading or retrofitting on site.

Supplies are consumable items and replacement parts associated with normal crematory operations.

Waste incineration systems encompass both batch-load and continuous-feed systems for incineration of many waste types, as well as mobile incineration systems, plus equipment for in-loading waste and energy recovery.

The principal markets for these products are producers and disposers of low-volume, high-value waste streams, including industrial and hazardous wastes;

contraband and pharmaceuticals;

animal, medical and pathological wastes;

confidential waste and wastes from remote operating sites.

The segment also provides consulting services to waste producers and disposers on the design of innovative disposal systems and processes.

Other services include commissioning, training, and user support for customers of incineration systems.

The principal markets for these services are public agencies, the cremation industry and other industries that utilize incinerators for waste reduction and energy production.

Architectural products include cast bronze and aluminum plaques, etchings and letters that are used to recognize, commemorate and identify people, places, events and accomplishments.

The Company's plaques are frequently used to identify the name of a building, or the names of companies or individuals located within a building.

Such products are also used to commemorate events or accomplishments, such as military service or financial donations.

The principal markets for the segment's architectural

BUSINESS, (continued)

products are corporations, fraternal organizations, contractors, churches, hospitals, schools and government agencies.

These products are sold to and distributed through a network of independent dealers including sign suppliers, awards and recognition companies, and trophy dealers.

Raw materials used by the Memorialization segment to manufacture memorials consist principally of bronze and aluminum ingot, granite, sheet metal, coating materials, photopolymers and construction materials and are generally available in adequate supply.

Ingot is obtained from various North American, European and Australian smelters.

The primary materials required for casket manufacturing are cold-rolled steel and lumber.

The segment also purchases copper, bronze, stainless steel, particleboard, corrugated materials, paper veneer, cloth, ornamental hardware and coating materials.

Purchase orders or supply agreements are typically negotiated with steel suppliers that have demonstrated timely delivery, high quality material and competitive prices.

Lumber is purchased from a number of sawmills and lumber distributors.

Raw materials used to manufacture cremation and incineration products consist principally of structural steel, sheet metal, electrical components, combustion devices and refractory materials.

These are generally available in adequate supply from numerous suppliers.

Competition from other manufacturers of memorial products is based on reputation, product quality, delivery, price, and design availability.

The Company believes that its superior quality, broad product lines, innovative designs, delivery capability, customer responsiveness, experienced personnel and consumer-oriented merchandising systems are competitive advantages in its markets.

Competition in the mausoleum construction industry includes various construction companies throughout North America and is based on design, quality and price.

Competitors in the architectural market are numerous and include companies that manufacture cast and painted signs, plastic materials, sand-blasted wood and other fabricated products.

The Memorialization segment markets its casket products in the United States through a combination of Company-owned and independent casket distribution facilities.

The segment's casket products are primarily sold through Company-owned distribution centers throughout the United States.

The casket business is highly competitive and the Company competes with other manufacturers based on product quality, price, service, design availability and breadth of product line.

The Memorialization segment provides a line of casket products that it believes is as comprehensive as any of its major competitors.

There are a large number of casket industry participants operating in North America, and a few foreign casket manufacturers, primarily from China, participating in the North American market.

The Company competes with several manufacturers in the cremation and accessory equipment market principally based on product design, quality and price.

The Memorialization segment and its three largest global competitors account for a substantial portion of the United States and European cremation equipment market.

The Memorialization segment works to provide a total solution to customers that own and operate businesses in both the cemetery and funeral home markets.

The Company's memorial and casket products serve the relatively stable casketed and in-ground burial death market, while its memorial products and cremation and incineration equipment also serve the growing cremation market.

Industrial Technologies:

The Industrial Technologies segment includes the design, manufacturing, service and sales of high-tech custom energy storage solutions;

product identification and warehouse automation technologies and solutions, including order fulfillment systems for identifying, tracking, picking and conveying consumer and industrial products;

and coating and converting lines for the packaging, pharma, foil, décor and tissue industries.

The energy storage solutions business produces engineered calendering, laminating, and coating equipment used in the manufacturing of lithium-ion batteries and components of fuel cells.

The segment currently delivers products to major vehicle producers and tier 1 battery manufacturers.

The segment also offers service, spare parts, calender- and coating-roller refurbishing and retrofits of complete production lines.

The coating and converting solutions business produces both complete production lines and individual units for drying, treating, coating, laminating and winding for the packaging, paper, labeling and foil industry as well as technical textiles and pharma industry but also for embossing, finishing, smoothing, perforating and calibrating web materials.

The business supplies high-tech machines to large global customers and develops solutions collaboratively with them to make their processes more resource-efficient and their products more sustainable.

Production capabilities are available in Germany, the Czech Republic and the United States, with design and assembly in Germany, Switzerland, the Czech Republic and the United States.

The business is globally active with well-established customer relations.

BUSINESS, (continued)

The energy storage solutions business has grown over the last few years, primarily reflecting demand for batteries for use in electric vehicles.

The segment has over a decade of experience in developing dry electrode battery solutions.

Dry electrode technology makes producing lithium-ion batteries less expensive than the wet electrode process, and is also more environmentally sustainable.

These factors could contribute to increased utilization of dry electrode batteries in the electric vehicle market, and thus greater demand for this form of battery production in the future.

Product identification systems range from stand-alone marking products to complex ink-jet printing systems that integrate into a customer's production process.

The Company manufactures and markets products and systems that employ different marking technologies, including laser and ink-jet printing.

These technologies apply product information required for identification and traceability, as well as to facilitate inventory and quality control, regulatory compliance and brand name communication.

The segment also develops innovative, custom solutions to address specific customer requirements in a variety of industries, including oil field services and security scanning.

Warehouse automation systems provide the tracking and distribution of a customer's products with software for warehouse execution systems ("WES") and warehouse control systems ("WCS"), order fulfillment technologies, and controls for material handling systems.

The fulfillment technologies automate picking, kitting, sorting, assembly, and other material handling tasks.

Customers for this business include some of the largest retail, e-commerce, and third-party logistics companies in the United States.

A portion of the revenue of the Industrial Technologies segment is attributable to the sale of consumables and replacement parts required by the marking, coding and tracking products sold by Matthews.

The Company develops inks exclusively for the use with its marking equipment, which is critical to ensure ongoing equipment reliability and mark quality.

The principal customers for the Company's marking and fulfillment systems products are manufacturers, suppliers and distributors of durable goods, building products, consumer goods manufacturers (including food and beverage processors) and producers of pharmaceuticals.

The Company also serves a wide variety of industrial markets, including metal fabricators, manufacturers of woven and non-woven fabrics, plastic, rubber and automotive products.

A portion of this segment's sales are outside the United States, sourced through the Company's subsidiaries in Sweden, Germany, Malaysia and China in addition to other international distributors.

The Company owns a minority interest in distributors in Asia, Australia and Europe.

Major raw materials for this segment's products include precision components, electronics, printing components, chemicals, steel, copper, and film all of which are presently available in adequate supply from various sources.

Competitors in the marking and fulfillment systems industries are diverse, with some companies offering limited product lines for well-defined specialty markets, while others operate similarly to the Company, offering a broad product line and competing in multiple product markets and countries.

Competitive differentiation for marking and fulfillment systems products is based on product performance, ease of integration into the manufacturing and/or distribution process, service and price.

The Company typically competes with specialty companies in specific brand marking solutions and traceability applications.

In the energy storage solutions business, the Company has patents and pending patent applications on its dry electrode calendering equipment.

The Company believes that, in general, its Industrial Technologies segment offers one of the broadest lines of products to address a wide variety of high-tech custom energy storage solutions, product identification and warehouse automation applications.

Brand Solutions:

The Brand Solutions segment historically provided brand management, pre-media services, printing plates and cylinders, imaging services, digital asset management, merchandising display systems, and marketing and design services primarily for the consumer goods and retail industries.

On May 1, 2025, the Company contributed the vast majority of its Brand Solutions segment (the “SGK Business”) to a newly-formed entity, Propelis, in exchange for a 40% ownership interest in Propelis and other consideration.

Following the completion of this transaction, the Company's Brand Solutions segment consists of its cylinders business, and its 40% ownership interest in Propelis.

Propelis was formed through the merger of the SGK Business with SGS & Co., and is a leading global provider of brand solutions.

Its broad range of integrated solutions include brand creative, packaging, print solutions, branded environments, and content production.

Services are delivered through its family of brands:

SGX, Marks, Equator, Collide, and 5Flow.

With a combined legacy spanning more than 150 years, Propelis has approximately 10,000 employees in 30+ countries, nearly $1 billion in annual sales, and a diverse client base of over 2,000 leading companies.

BUSINESS, (continued)

PATENTS, TRADEMARKS AND LICENSES:

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The Company continues to assess, refine and expand its intellectual property portfolio, considering options to pursue additional patent filings and to further develop and continue to maintain processes to identify, inventory and safeguard evolving trade secrets and other intellectual property assets.

The Company also enters into agreements with customers that authorizes the use of certain intellectual property through various licensing arrangements.

BUSINESS, (continued)

The Company also enters into agreements with customers that authorize the use of certain intellectual property through various licensing arrangements.

HUMAN CAPITAL RESOURCES:

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Workforce Composition:

As of October 31, 2024, the Company and its majority-owned subsidiaries employed over 11,000 people globally in 6 continents and more than 300 locations and 30 countries around the world.

Its diverse team of talented employees possess a vast array of skills including engineering, manufacturing, research and development, plant operations, production, logistics, creative design, photography and corporate functional services, including legal, information technology, human resources and finance.

As of October 31, 2025, the Company and its majority-owned subsidiaries employed over 5,500 people globally in four continents and more than 145 locations and 18 countries around the world.

Its diverse team of talented employees possesses a vast array of skills, including engineering, manufacturing, research and development, plant operations, production, logistics, creative design, and corporate functional services, including legal, information technology, human resources and finance.

Many of Matthews’ employees have highly specialized skills and subject-matter expertise in their respective disciplines, enabling the Company to deliver industry leading products and services to its customers throughout the world.

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Matthews has consistently advocated that mutual respect, valuing the worth of all people, doing what's right and celebrating diversity is essential to how the Company operates and the way it does business.

Matthews’ global D&I Council, representative of the Company's diverse workforce from all businesses, regions and cultures, along with multiple local councils and Employee Resource Groups (“ERGs”) focus on priorities across four key pillars:

Aligned and designed to optimize the Company's HR Strategy, the D&I programming embraces, encourages, and enhances Matthews as an organization that is diverse in culture, talent, and geography.

The program focuses on priorities across four key pillars:

Infrastructure, Employee Engagement, Talent Acquisition, and Community.

Aligned and designed to optimize the Company's HR Strategy, the D&I programming embraces, encourages and enhances Matthews as a unique organization, diverse in culture, talent and geography.

Central to these efforts is representing the Company’s diversity across businesses, regions, and cultures.

Additional efforts include awareness and education programs, Employee Resource Groups (“ERGs”), and external partnerships that strengthen recruiting and professional development opportunities.

The Company stands committed to a culture reflecting the people, clients, customers, and communities it serves.

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The Company’s selection process includes key behavioral questions that help select the right people for the right roles which helps ensure cultural alignment.

Matthews understands the highly competitive market for talent and believes that to attract and retain top talent, it must offer competitive pay and benefit programs.

The Company evaluates roles to ensure pay is at market rate, and offers annual incentive pay and a competitive benefit package.

Matthews understands the highly competitive market for talent and believes that to attract and retain top talent, it must offer a comprehensive total rewards package.

This encompasses compensation, benefits, and wellbeing programs designed to align with local regulations, market practices, and regional needs.

The Company evaluates roles to ensure pay is at market rate and offers annual incentive programs.

As a global company, adjustments are made for global and regional market demands.

BUSINESS, (continued)

Talent Management:

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The Company’s onboarding program reinforces its values and culture, supports its managers in creating a positive employee experience and rapid assimilation during the first 90 days which builds early commitment with all new hires.

BUSINESS, (continued)

Matthews knows that when employees have opportunities to learn and grow, see how their goals and objectives lead to something greater and understand their part in the organization’s success, it helps build a place where people want to stay.

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Succession Planning for senior leaders is a key focus area built on the foundation of a structured talent review process for identifying the key roles critical to future success, and the key talent to achieve success.

The outputs of this annual process are presented first to the executive team, who then selects a cohort of future leaders to participate in comprehensive leadership programs designed to prepare leaders for enterprise roles, and then presented to the Matthews Board of Directors.

The Company believes this investment, which includes classroom learning, assessments, coaching/mentoring and real time strategic project application, both strengthens the organization for the future, while deepening the commitment of its top talent with prepared, ready talent to assume senior roles.

The outputs of this annual process are presented first to the executive team, which then selects a cohort of future leaders to participate in comprehensive leadership programs designed to prepare leaders for enterprise roles, and then presented to the Matthews Board of Directors.

The Company believes this investment, which includes classroom learning, assessments, coaching/mentoring and real-time strategic project application, both strengthens the organization for the future, and deepens the commitment of its top talent to be prepared and ready to assume senior roles.

Performance Management:

Connecting employees to the Company's strategy ensures individual effort to a larger goal and strengthens commitment to the organization.

The Company supports an annual leadership strategy cascade where each segment, division, group and team identify and align goals and objectives which serve as the basis for individual performance objectives, keeping employees firmly connected to the work and the Company’s collective success.

The Company supports an annual leadership strategy cascade where each segment, division, group and team identifies and aligns goals and objectives which serve as the basis for individual performance objectives, keeping employees firmly connected to the work and the Company’s collective success.

This process is rooted in ongoing coaching and feedback, and measures not just what was accomplished, but how it was accomplished because Matthews believes staying true to its values and key behaviors serves clients better, strengthens culture and keeps employees engaged.

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The Company’s leadership team is committed to integrating Environmental, Health, and Safety ("EHS") principles into the Company's business strategy and operations, as it is one of the Company’s core values.

The Audit Committee of the Board of Directors provides oversight of these efforts by meeting with EHS staff to review policies and practices, assess program effectiveness, and evaluate compliance with applicable regulations.

Matthews continually improves its EHS management system and performance by setting measurable EHS objectives and targets, regularly reviewing progress, and implementing corrective actions when necessary.

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Employees at all levels are encouraged and empowered to report hazards, participate in safety programs, and suggest improvements.

The Company's current backlog is expected to be substantially filled in fiscal 2025.

BUSINESS, (continued)

The Company's current backlog is expected to be mostly filled in fiscal 2026.

Cremation and incineration equipment sales backlogs vary in a range of four to six months of sales.

Backlogs vary in a range of approximately twelve to eighteen months of sales for mausoleums.

Backlogs vary in a range of approximately nine to twelve months of sales for mausoleums.

Backlogs are generally in excess of a year for purpose-built machinery projects.

Backlogs for warehouse automation and fulfillment systems generally vary in a range of up to four weeks for standard products, and are currently in the range of ten to twelve months for custom systems.

BUSINESS, (continued)

Backlogs for warehouse automation and fulfillment systems generally vary in a range depending on size of the project from several weeks up to ten to twelve months for custom systems.

Backlogs for Product Identification are generally up to four weeks for standard products.

REGULATORY MATTERS:

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The Company's principal executive offices are located at Two NorthShore Center, Pittsburgh, Pennsylvania 15212, its telephone number is (412) 442-8200 and its website is www.matw.com.

The Company files or furnishes all required reports with the Securities and Exchange Commission ("SEC") in accordance with the Exchange Act.

The Company files or furnishes all required reports with the Securities and Exchange Commission ("SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and amendments to those reports are available free of charge on the Company's website as soon as reasonably practicable after being filed or furnished to the SEC.

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• transportation, including piracy in international waters;

• competition from foreign businesses that do not have access to U.S.

• challenges relating to managing a global workforce with diverse cultures, backgrounds and labor laws.

RISK FACTORS, (continued)

It also is possible that certain international contracts may include industrial cooperation agreements requiring specific in-country purchases, investments, manufacturing agreements or other financial obligations (known as offset obligations) and may provide for penalties if the Company fails to meet such requirements.

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In addition, increases in interest rates could limit the Company's ability to obtain additional indebtedness or debt refinancing on terms that the Company deems attractive, or at all, which could have a material and adverse effect on the Company's borrowing costs, profitability, liquidity and capital resources.

Borrowings under the Company’s credit facilities, including the domestic credit facility, are subject to variable rates of interest and expose the Company to interest rate risk.

Borrowings under the Company’s credit facilities, including the domestic credit

RISK FACTORS, (continued)

facility, are subject to variable rates of interest and expose the Company to interest rate risk.

The Company enters into interest rate swaps in order to achieve a mix of fixed and variable rate debt that it deems appropriate.

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Significant raw material price increases that cannot be mitigated by selling price increases or productivity improvements will negatively affect the Company's results of operations.

RISK FACTORS, (continued)

Changes to U.S.

trade policy, including new or increased tariffs and changing import/export regulations, could have a material adverse effect on the Company's operating results .

Changes in U.S.

or international social, political, regulatory or economic conditions or in laws and policies governing foreign trade, and any potential negative sentiment toward the U.S.

as a result of such changes, could materially and adversely affect the Company's business.

has instituted certain changes, and has proposed additional changes, in trade policies that include the negotiation or termination of trade agreements, the imposition of higher tariffs on imports into the U.S., and other government regulations affecting trade between the U.S.

and other countries (such as the European Union, China, Canada and Mexico) where the Company conducts its business.

For example, on April 2, 2025, the U.S.

government announced a 10% tariff on product imports from almost all countries and individualized higher tariffs on certain other countries.

While several tariff announcements have been followed by announcements of limited exemptions and temporary pauses, global trade disruption, significant introductions of trade barriers and bilateral trade frictions, together with any future downturns in the global economy resulting therefrom, could further materially and adversely affect the Company's financial performance.

As a result of policy changes and government proposals, there may be greater restrictions and economic deterrents on international trade.

New tariffs and other changes in U.S.

trade policy have triggered retaliatory actions by affected countries and may trigger additional retaliatory actions in the future, and foreign governments have instituted or are considering imposing trade sanctions on U.S.

Such changes have the potential to adversely impact the U.S.

economy, the industries in which the Company operates, and the global demand for its products, and as a result, could have a negative impact on its business, financial condition and results of operations.

The Company's balance sheet includes a significant amount of goodwill and intangible assets.

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The estimates and assumptions about future results of operations and cash flows made in connection with the impairment testing could differ from future actual results of operations and cash flows.

For example, during the fiscal years ended September 30, 2024 and 2022, Matthews recorded a $16.7 million goodwill write-down with respect to its Surfaces and Engineering reporting unit and an $82.5 million goodwill write-down with respect to its SGK Brand Solutions reporting unit, respectively.

For example, during the fiscal year ended September 30, 2024, Matthews recorded a $16.7 million goodwill write-down with respect to its Surfaces and Engineering reporting unit.

See Note 24, "Goodwill and Other Intangible Assets" in Item 8 - “Financial Statements and Supplementary Data” for further details.

If Matthews concludes that any further goodwill or intangible asset values are impaired, for reasons that may include, but are not limited to, underperformance in one or more reporting segments against forecast levels;

RISK FACTORS, (continued)

forecast levels;

changes in the Company’s business strategy, structure, and/or the allocation of resources;

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The Memorialization businesses generally operate in markets with ample supply capacity and demand which is correlated to death rates.

The SGK Brand Solutions businesses serve global customers that are requiring their suppliers to be global in scope and price-competitive.

Additionally, in recent years the Company has witnessed an increase in products manufactured offshore, primarily in China, and imported into the Company's U.S.

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Extended lead times and shortages could impair the Company’s ability to meet its customer requirements, require the Company to pay higher prices or incur expedite fees or cause its customers to delay or forgo projects, which would harm Matthews’ business and negatively impact the Company’s gross margin and results of operations.

RISK FACTORS, (continued)

Pandemics or similar outbreaks may cause unfavorable economic or market conditions, which could impact demand patterns, access to capital and/or disrupt global supply chains and manufacturing operations.

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See also "The Company faces additional global supply chain risks and risks of interruption of requisite logistics and transportation services, including as a result of the Company's reliance on limited suppliers and vendors for certain components, materials, and services."

RISK FACTORS, (continued)

Due to the uncertainty relating to a pandemic or similar outbreak, the Company, its customers or its suppliers may be required, or believe that it is advantageous, to take precautionary measures intended to minimize the risk of a virus or disease spreading to employees, customers, and the communities in which they operate, and these measures could negatively impact the Company’s business.

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The Company’s principal concern is for the safety of its employees and other personnel, specifically those who are based in the affected region.

The Company has employees who are based in Eastern Europe, including Russia and Ukraine, who may be affected by the ongoing hostilities.

The Company has employees who are based in Eastern Europe, including Russia, who may be affected by the ongoing hostilities.

The Company additionally has property, plant and equipment in or around the affected region.

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Similarly, the Company has employees based in the affected region and works with third-party providers from other parts of the world that may be affected by hostilities.

Due to the uncertainty relating to war or similar conflicts, the current war between Russia and Ukraine may adversely affect the Company's business, of which could materially and adversely affect the Company's results of operations.

Uncertainty relating to war or similar conflicts, including the current war between Russia and Ukraine, may adversely affect the Company's business, which could materially and adversely affect the Company's results of operations.

Such risks include, but are not limited to, adverse effects on macroeconomic conditions, including inflation and business and consumer spending;

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Similar uncertainties may arise in connection with other ongoing hostilities or future hostilities.

For so long as the hostilities continue, and perhaps even thereafter as the situation unfolds, the Company may see increased volatility in financial markets, which may impact equity markets generally, including the Company’s stock price, and make it more difficult for the Company to raise additional capital at a strategically advantageous time, or for financing to be available upon acceptable terms.

While the hostilities continue, and perhaps even thereafter, the Company may see increased volatility in financial markets, which may impact equity markets generally, including the Company’s stock price, and make it more difficult for the Company to raise additional capital at a strategically advantageous time or to obtain financing upon acceptable terms.

All or any of these risks, separately or in combination, could have a material adverse effect on the Company's business, financial condition, results of operations, and cash flows.

The Company faces risks in connection with acquisitions, divestitures and business combinations, including the Company's ability to identify or successfully complete any such acquisitions, divestitures or business combinations, to effectively integrate acquired businesses or to effectively manage the remaining business or the combined business.

The Company has grown, in part, through acquisitions and continues to evaluate acquisition, divestiture and business combination opportunities that have the potential to support and strengthen its businesses, and any such future acquisitions, divestitures or business combinations may be material.

The Company has evolved, in part, through acquisitions and continues to evaluate acquisition, divestiture and business combination opportunities that have the potential to support and strengthen its businesses, and any such future acquisitions, divestitures or business combinations may be material.

There is no assurance, however, that future acquisition, divestiture or business combination opportunities will arise, or that if they do, that they will be consummated.

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Failure to effectively integrate acquired businesses or effectively manage the remaining business or the combined business could prevent the realization of expected rates of return on the investment, including the achievement of cost-reduction objectives, and could have a negative effect on the Company's results of operations and financial condition.

The Company's results of operations could be impacted if its investment in Propelis fails to perform as expected.

On May 1, 2025, the Company contributed the vast majority of its Brand Solutions segment to a newly-formed entity, Propelis, in exchange for (i) 40% of the common equity of Propelis, (ii) certain preferred equity interests in Propelis, and (iii) cash consideration.

Propelis is unconsolidated with the Company, and the Company is a minority owner therein;

as such, the Company is not the ultimate decision-maker with respect to the operations of Propelis or distributions of cash or other property to its unitholders.

Propelis’ business is subject to significant risks, including competition from other brand solution providers on the basis of price, requirements from global customers that their suppliers, including Propelis, be global in scope, fluctuations in demand for brand solutions and concentration of product solutions offerings to a single vertical.

Should some or all of these risks, or other risks the Company has not yet identified come to fruition, the Company may realize losses related to its investment in Propelis, which could have a material negative effect on its business, financial condition and results of operations and cause the Company’s financial results to differ from expectations in any given period or over the long-term.

RISK FACTORS, (continued)

In addition, like all joint ventures, this one involves a number of specific risks and challenges, including but not limited to the following:

• Joint ventures require significant managerial attention, which may be diverted from the Company’s other operations

• The Company is subject to customary restrictions on the transfer of its equity interests, limiting the Company's ability to dispose of its equity interests in Propelis.

• If there is a change in ownership, a change of control, a change in management or management philosophy, a change in business strategy or another event with respect to the Company’s joint venture partner, it could adversely impact the joint venture and, therefore, adversely impact the Company.

• The Company’s joint venture partner may fail to satisfy contractual obligations.

• Conflicts may arise with the Company’s joint venture partner, related to, for example, the scope of the respective rights, responsibilities and obligations of each party in the joint venture.

• The Company’s joint venture partner may be unable or unwilling to support actions that the Company believes are in the best interests of the joint venture or may have economic or business interests or goals that are inconsistent with the Company’s interests.

These risks are of particular importance given that the Company holds a minority interest in the joint venture.

• The Company’s joint venture partner may take actions that cause harm to the Company’s reputation.

If the Company is unable to manage its interest in Propelis and realize the strategic and financial benefits that it expects, such inability may lead to a material adverse impact on its results of operations.

If the Company is unable to adequately protect the Company's intellectual property, the Company's business, financial condition or results of operations could be materially and adversely affected.

Certain of the Company's businesses rely on various intellectual property rights, including patents, copyrights, trademarks and trade secrets, as well as confidentiality provisions and licensing arrangements, to establish proprietary rights.

If the Company does not enforce, or is unsuccessful in enforcing, its intellectual property rights successfully, its competitive position may suffer, which could harm the Company's operating results and have a material adverse effect on the Company's business.

If the Company does not enforce, or is unsuccessful in enforcing, its intellectual property rights, its competitive position may suffer, which could harm the Company's operating results and have a material adverse effect on the Company's business.

In addition, the Company's patents, copyrights, trademarks and other intellectual property rights, including its trade secrets, may not provide a significant competitive advantage.

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Intellectual property rights and the Company's ability to enforce them may be unavailable or limited in some countries which could make it easier for competitors to capture market share and could result in lost revenues.

Intellectual property infringement assertions by third parties, including those of Tesla, could result in significant costs and adversely affect the Company's business, financial condition, operating results and reputation.

Intellectual property infringement assertions by third parties, including those of Tesla, Inc.

("Tesla"), could result in significant costs and adversely affect the Company's business, financial condition, operating results and reputation.

The Company actively manages its businesses to ensure compliance under contractual commitments with its customers, including matters related to intellectual property rights.

While the Company believes it has complied with its obligations in this regard and has not infringed on the intellectual property of third parties, the Company cannot assure that third parties will not assert claims, meritorious or otherwise.

For example, while the Company has attempted to work under the terms of its existing contracts with Tesla to affirm the ownership of its intellectual property, in June 2024, Tesla filed a complaint against the Company (the “Tesla Complaint”) alleging trade secret misappropriations under the Defend Trade Secrets Act (the “DTSA”) and California’s Uniform Trade Secrets Act (the “CUTSA”), breach of contract and unfair business practices relating to the Company’s dry battery electrode solutions.

While the Company believes it has complied with its obligations in this regard and has not infringed on the intellectual property of third parties, the Company cannot ensure that third parties will not assert claims, meritorious or otherwise.

For example, while the Company has attempted to work under the terms of its existing contracts with Tesla to affirm the ownership of its intellectual property, in June 2024, Tesla filed a complaint against the Company (the “Tesla Complaint”) alleging trade secret misappropriations under the Defend Trade Secrets Act (the “DTSA”) and the California Uniform Trade Secrets Act (the “CUTSA”), for breach of contract and unfair business practices relating to the dry battery electrode solutions arising from the Company's advanced rotary processing and calendering technologies.

In addition, on February 13, 2025, Tesla filed an additional complaint against the Company in the United States District Court for the Northern District of California alleging, in part, claims related to correction of inventorship, breach of contract, promissory estoppel and quasi-contract/restitution arising from and/or related to various U.S.

patents and provisional patents, including but not limited to U.S.

The Company cannot predict whether the assertions in the Tesla Complaint or other assertions of third-party intellectual property rights or claims arising from such assertions would substantially adversely affect the Company's business, financial condition and operating results.

The defense of these claims, including the Tesla Complaint, and any future infringement claims, whether they are with or without merit or are determined in the Company's favor, may result in costly litigation and diversion of technical and management personnel.

Further, an adverse outcome of a dispute, including the dispute with Tesla, may require the Company to pay damages, cease making, licensing, or using products or offering services that are alleged to incorporate the intellectual property of others, expend additional development resources to redesign the Company's offerings, or enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary intellectual property, which may be unavailable on terms acceptable to the Company, or at all.

Even if these matters do not result in litigation or are resolved in the Company's favor or without significant cash settlements, the time and resources necessary to resolve them could adversely affect the Company's business, reputation, financial condition and operating results.

Further, an adverse outcome of a dispute, including the dispute with Tesla, may require the Company to pay damages;

cease making, licensing, or using products or offering services that are alleged to incorporate the intellectual property of others;

expend additional development resources to redesign the Company's offerings;

or enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary intellectual property, which may be unavailable on terms acceptable to the Company, or at all.

Even if these matters do not result in litigation or are resolved in the Company's favor or without significant cash settlements, the time and

RISK FACTORS, (continued)

resources necessary to resolve them could adversely affect the Company's business, reputation, financial condition and operating results.

The Company is subject to environmental laws and regulations, as well as environmental remediation and compliance that may lead to significant unforeseen expenses.

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The risks of potentially substantial costs and liabilities related to compliance with these laws and regulations are an inherent part of the Company's business, and future conditions may develop, arise or be discovered that create substantial environmental compliance or remediation liabilities and costs.

Compliance with environmental, health and safety legislation and regulatory requirements may prove to be more limiting and costly than the Company anticipates, and there is no assurance that significant expenditures related to such compliance may not be required in the future.

From time to time, the Company may be subject to legal proceedings brought by private parties or governmental authorities with respect to environmental matters, including matters involving alleged noncompliance with or liability under environmental, health and safety laws, property damage or personal injury.

New laws and regulations, including those which may relate to emissions of greenhouse gases, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination or the imposition of new clean-up requirements could require the Company to incur costs or become the basis for new or increased liabilities that could have a material adverse effect on the Company's business, financial condition or results of operations.

The equity income the Company reports from Propelis is reported on a three-month lag basis, which impacts the quarterly and fiscal year timing of when Propelis’ results and synergies are reflected in the Company's financial statements.

The Company accounts for the Company's 40% interest in Propelis using the equity method of accounting on a three-month lag basis, which impacts the quarterly and fiscal year timing of when Propelis' results and synergies are reflected in the equity income from Propelis included in the Company's financial statements.

Propelis' quarterly results are not reflected in the equity income reported in the Company's consolidated financial statements until the Company's quarterly period ending three months after the end of the related Propelis three-month period.

The Company relies on third parties and their systems for a variety of services, including significant information technology services, and the failure of these third parties to provide these services could disrupt the Company's business.

The Company has entered into agreements with a variety of third-party providers for information technology services, including telecommunications, network server maintenance, cloud computing and transaction processing services.

In addition, Matthews has agreements through which it has outsourced certain activities related to the operations of the Company’s business segments.

A provider’s ability to provide services could be disrupted for a variety of reasons, including, among others, software errors or design faults, human error, security breaches, power loss, telecommunications failures, equipment failures, electrical disruptions, labor issues, vandalism, fire, flood, extreme weather, terrorism and other events beyond their control.

If one or more of Matthews’ providers is unable to provide adequate or timely services, the Company’s ability to deliver products and services to customers could be adversely affected.

Matthews cannot completely eliminate the risk of such disruptions, many of which are impacted by events outside of the Company’s control.

Any significant disruption could harm the Company’s business, including damage to brands and loss of customers.

Additionally, although Matthews believes that most of these services are available from numerous sources, a failure to perform by one or more of the providers could cause a material disruption in the Company’s business and an increase in expense while it works to obtain alternative services.

Additionally, while the Company has policies and procedures for managing these relationships, they inherently involve a lesser degree of control over business operations, governance and compliance, thereby potentially increasing Matthews’ financial, legal, reputational and operational risks.

If the Company is unable to keep pace with technological changes, some of which are beyond the Company's control, the Company may not be able to maintain the Company's competitive position.

The Company operates in certain markets in which technological product development contributes to its ability to compete effectively.

There can be no assurance that the Company will be able to develop new products, that new products can be manufactured and marketed profitably, or that new products will successfully meet the expectations of customers.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business