What changed in this filing

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Item 9A. Controls and Procedures

2025-11-21 compared with 2024-11-22 · 50 added, 44 removed, 204 unchanged (32% of the section changed)

1 unchanged sentence

(a) Evaluation of Disclosure Controls and Procedures.

The Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) are designed to provide reasonable assurance that information required to be disclosed in the Company's reports filed under the Exchange Act, such as this Annual Report on Form 10-K, are recorded, processed, summarized and reported within the time periods specified in the rules of the Securities and Exchange Commission ("SEC").

The Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act are designed to provide reasonable assurance that information required to be disclosed in the Company's reports filed under the Exchange Act, such as this Annual Report on Form 10-K, are recorded, processed, summarized and reported within the time periods specified in the rules of the Securities and Exchange Commission ("SEC").

These disclosure controls and procedures also are designed to provide reasonable assurance that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

27 unchanged sentences

There will be no further grants under the 2012 Equity Incentive Plan, the 2007 Equity Incentive Plan, or the 1992 Incentive Stock Plan.

In November 2024, the Board of Directors approved the Second Amended and Restated 2017 Equity Incentive Plan (the "Second Amended 2017 Plan"), which increases the maximum number of shares available for grants or awards to an aggregate of 4,950,000.

The Second Amended 2017 Plan is subject to shareholder approval at the February 2025 Annual Shareholder Meeting.

At September 30, 2025, 1,896,757 shares have been issued under the 2017 Equity Incentive Plan.

3 unchanged sentences

The number of shares issued under performance-based RSUs may be up to 200% of the number of performance-based RSUs, based on the satisfaction of specific criteria established by the plan administrator.

With respect to the restricted share unit grants, units generally vest on the third anniversary of the grant date.

With respect to the grants of RSUs, units generally vest on the third anniversary of the grant date.

The number of units that vest depend on certain time and performance thresholds.

Such performance thresholds include adjusted earnings per share, return on invested capital, appreciation in the market value of the Company's Class A Common Stock, or other targets

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, continued

established by the Compensation Committee of the Board of Directors.

Such performance thresholds include adjusted earnings per share, return on invested capital, appreciation in the market value of the Company's Class A Common Stock, or other targets established by the Compensation Committee of the Board of Directors.

Approximately 40% of the outstanding share units vest based on time, while the remaining vest based on pre-defined performance thresholds.

The Company issues common stock from treasury shares once vested.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, continued

The Company maintains the Amended and Restated 2019 Director Fee Plan, the Amended and Restated 2014 Director Fee Plan and the 1994 Director Fee Plan (collectively, the "Director Fee Plans").

1 unchanged sentence

Under the Amended and Restated 2019 Director Fee Plan, non-employee directors (except for the Chairman of the Board) each receive, as an annual retainer fee for fiscal 2025, either cash or shares of the Company's Class A Common Stock with a value equal to $90,000.

The annual retainer fee for fiscal 2024 paid to the non-employee Chairman of the Board is $210,000.

The annual retainer fee for fiscal 2025 paid to the non-employee Chairman of the Board under the Amended and Restated 2019 Director Fee Plan is $210,000.

Where the annual retainer fee is provided in shares, each director may elect to be paid these shares on a current basis or have such shares credited to a deferred stock account as phantom stock, with such shares to be paid to the director subsequent to leaving the Board.

The total number of shares of stock that have been authorized to be issued under the Amended and Restated 2019 Director Fee Plan or credited to a deferred stock compensation account for subsequent issuance is 300,000 shares of Class A Common Stock (subject to adjustment upon certain events such as stock dividends or stock splits), following the amendment and restatement of the 2019 Director Fee Plans at the Company's 2023 Annual Shareholder Meeting.

The value of deferred shares is recorded in other liabilities.

A total of 51,147 shares and share units had been deferred under the Director Fee Plans at September 30, 2024.

In November 2025, the Board of Directors approved the Second Amended and Restated 2019 Director Fee Plan, which increases the maximum number of shares available for grants or awards to 550,000 shares.

The Second Amended and Restated 2019 Director Fee Plan is subject to shareholder approval at the 2026 Annual Meeting of Shareholders.

The value of deferred shares is recorded in other non-current liabilities.

A total of 57,179 shares and share units had been deferred under the Director Fee Plans as of September 30, 2025.

Additionally, non-employee directors each receive an annual stock-based grant (non-statutory stock options, stock appreciation rights and/or restricted shares or units) with a value of $140,000 for fiscal 2025.

50 unchanged sentences

Exhibits marked with an "a" represent a management contract or compensatory plan, contract or arrangement required to be filed by Item 601(b)(10)(iii) of Regulation S-K.

Exhibits marked with a "+" represent that certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC or its staff upon request.

Description Prior Filing or Sequential Page Numbers Herein

3.1 Restated Articles of Incorporation* Exhibit Number 3.1 to the Annual Report on Form 10-K for the year ended September 30, 1994

2.1+ Contribution Agreement dated as of January 7, 2025, by and among Matthews International Corporation, Logo Holdings II Corporation, and Peninsula Parent LLC*

Exhibit Number 2.1 to the Current Report on Form 8-K filed on January 8, 2025

3.1 Restated Articles of Incorporation*

Exhibit Number 3.1 to the Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2024

3.2 Amended and Restated By-laws of Matthews International Corporation *

21 unchanged sentences

Exhibit Number 10.6 to the Annual Report on Form 10-K for the year ended September 30, 2021

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

EXHIBITS INDEX, Continued

Description Prior Filing or Sequential Page Numbers Herein

10.7 a 1994 Director Fee Plan (as amended through

3 unchanged sentences

Exhibit Number 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

EXHIBITS INDEX, Continued

Description Prior Filing or Sequential Page Numbers Herein

10.9 a 1994 Employee Stock Purchase Plan *

2 unchanged sentences

Exhibit A to the Definitive Proxy Statement on Schedule 14A filed on January 19, 2016

10.11 a Amended and Restated 2017 Equity Incentive Plan *

Exhibit Number 99.1 to the Registration Statement on Form S-8 filed on April 29, 2022

10.11 a Second Amended and Restated 2017 Equity Incentive Plan*

Exhibit Number 10.2a to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025

10.12 a Form of Restricted Stock Unit Agreement under the 2017 Equity Incentive Plan *

Exhibit Number 99.2 to the Registration Statement on Form S-8 filed on May 3, 2019

10.13 a Amended Restricted Stock Unit Agreement For Certain Departing SGK Employees, dated May 1, 2025, by and between Matthews International Corporation and Gary R.

Exhibit Number 10.1a to the Current Report on Form

8-K filed on May 1, 2025

10.14 a Matthews International Corporation Amended and Restated 2019 Director Fee Plan *

12 unchanged sentences

Exhibit Number 10.20 to the Annual Report on Form 10-K for the year ended September 30, 2022

10.20 Agreement, dated as of December 30, 2022, by and among Matthews International Corporation, Barington Companies Equity Partners, L.P., Barington Capital Group, L.P.

and Barington Companies Management, LLC*

Exhibit Number 10.1 to the Current Report on Form 8-K filed on December 30, 2022

10.21 a Matthews International Corporation Management Deferred Compensation Plan*

Exhibit Number 10.1 to the Quarterly Report on Form 10-Q filed on January 27, 2023

10.22 Fourth Amendment to Third Amended and Restated Loan Agreement*

Exhibit Number 10.2 to the Quarterly Report on Form 10-Q filed on April 28, 2023

10.22 Fifth Amendment to Third Amended and Restated Loan Agreement*

Exhibit Number 10.1 to the Current Report on Form 8-K filed on February 5, 2024

10.24 Sixth Amendment to Third Amended and Restated Loan Agreement, dated September 23, 2024, by and among Matthews International Corporation, the other Borrowers party thereto, Citizens Bank, N.A., as administrative agent, and the banks party thereto *

Exhibit Number 10.2 to the Current Report on Form 8-K filed on September 24, 2024

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

1 unchanged sentence

Description Prior Filing or Sequential Page Numbers Herein

10.23 Sixth Amendment to Third Amended and Restated Loan Agreement, dated September 23, 2024, by and among Matthews International Corporation, the other Borrowers party thereto, Citizens Bank, N.A., as administrative agent, and the banks party thereto *

Exhibit Number 10.2 to the Current Report on Form 8-K filed on September 24, 2024

10.24 Purchase Agreement, dated September 23, 2024, by and among Matthews International Corporation, the Guarantors, and Truist Securities, Inc., as representative of the several purchasers named therein *

6 unchanged sentences

Exhibit Number 10.3 to the Current Report on Form 8-K filed on September 30, 2024

10.28 Equity Distribution Agreement, dated March 11, 2025, by and among Matthews International Corporation and Truist Securities, Inc.*

Exhibit Number 10.1 to the Current Report on Form 8-K filed on March 11, 2025

14.1 Form of Code of Ethics Applicable to Executive Management *

1 unchanged sentence

19 Matthews International Corporation Policy on Insider Trading *

Filed Herewith

Exhibit Number 19 to the Annual Report on Form 10-K for the year ended September 30, 2024

21 Subsidiaries of the Registrant

6 unchanged sentences

Filed Herewith

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

EXHIBITS INDEX, Continued

Description Prior Filing or Sequential Page Numbers Herein

32.1 Certification Pursuant to 18 U.S.C.

6 unchanged sentences

Exhibit Number 97 to the Annual Report on Form 10-K for the year ended September 30, 2023

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

EXHIBITS INDEX, Continued

Description Prior Filing or Sequential Page Numbers Herein

101.INS XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document Filed Herewith

7 unchanged sentences

Requests should be directed to Mr.

Nicola, Chief Financial Officer and Secretary of the Registrant.

Nicola, Chief Financial Officer and Treasurer of the Registrant.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 21, 2025.

4 unchanged sentences

Bartolacci, Steven F.

Nicola and Brian D.

Nicola, Daniel E.

Stopar, and Brian D.

Walters, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this annual report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue thereof.

3 unchanged sentences

Bartolacci Steven F.

President and Chief Executive Officer Chief Financial Officer and Secretary

President and Chief Executive Officer Chief Financial Officer and Treasurer

(Principal Executive Officer) (Principal Financial and Accounting Officer)

/s/ Alvaro Garcia-Tunon /s/ Morgan K.

Alvaro Garcia-Tunon, Chairman of the Board Morgan K.

/s/ Alvaro Garcia-Tunon /s/ J.

Michael Nauman

Alvaro Garcia-Tunon, Chairman of the Board J.

Michael Nauman, Director

/s/ Katherine E.

Dietze /s/ Morgan K.

Dietze, Director Morgan K.

O'Brien, Director

/s/ Gregory S.

Babe /s/ Aleta W.

Babe, Director Aleta W.

Dunlap /s/ Aleta W.

Dunlap, Director Aleta W.

Richards, Director

/s/ Katherine E.

Dietze /s/ David A.

Dietze, Director David A.

Schawk, Director

Dunlap /s/ Jerry R.

Dunlap, Director Jerry R.

Whitaker, Director

/s/ Lillian D.

Etzkorn /s/ Francis S.

Etzkorn, Director Francis S.

Etzkorn /s/ David A.

Etzkorn, Director David A.

Schawk, Director

/s/ Thomas A.

Gebhardt /s/ Francis S.

Gebhardt, Director Francis S.

Wlodarczyk, Director

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 9A. Controls and Procedures