What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-07 compared with 2026-05-01 · 275 added, 275 removed, 900 unchanged (38% of the section changed)

3 unchanged sentences

(Dollar amounts in thousands)

March 31, 2026 September 30, 2025

June 30, 2026 September 30, 2025

Current assets:

39 unchanged sentences

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

CONSOLIDATED STATEMENTS OF INCOME (LOSS) (Unaudited)

(Dollar amounts in thousands, except per share data)

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2026 2025 2026 2025

5 unchanged sentences

Intangible amortization ( 2,503 ) ( 3,474 ) ( 8,143 ) ( 16,362 )

Gain (loss) on divestitures, net ( 3,945 ) ( 2,072 ) 109,264 ( 2,072 )

Gain on divestitures, net 234 57,103 109,498 55,031

Operating (loss) profit ( 13,221 ) 75,191 81,128 86,813

3 unchanged sentences

(Loss) income before income taxes ( 23,643 ) 58,864 32,724 41,390

Income tax benefit (provision) 6,217 2,728 ( 34,572 ) 5,086

Income tax provision ( 46 ) ( 43,477 ) ( 34,618 ) ( 38,391 )

Net (loss) income $ ( 23,689 ) $ 15,387 $ ( 1,894 ) $ 2,999

Earnings (loss) per share:

(Loss) earnings per share:

Basic $ ( 0.75 ) $ 0.50 $ ( 0.06 ) $ 0.10

4 unchanged sentences

(Dollar amounts in thousands)

Three Months Ended March 31,

Three Months Ended June 30,

Net (loss) income:

$ ( 23,689 ) $ 15,387

7 unchanged sentences

OCI, net of tax 164 97,446

Comprehensive loss $ ( 26,876 ) $ ( 2,599 )

Six Months Ended March 31,

Net income (loss):

Comprehensive (loss) income $ ( 23,525 ) $ 112,833

Nine Months Ended June 30,

Net (loss) income:

$ ( 1,894 ) $ 2,999

5 unchanged sentences

Net amount reclassified to earnings ( 76 ) ( 742 )

Net change in unrecognized gain on cash flow hedges 689 249

Net change in unrecognized gain (loss) on cash flow hedges 1,735 ( 1,150 )

OCI, net of tax 22,928 91,014

Comprehensive income (loss) $ 44,559 $ ( 18,820 )

Comprehensive income $ 21,034 $ 94,013

The accompanying notes are an integral part of these consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

for the three and six months ended March 31, 2026 and 2025 (Unaudited)

for the three and nine months ended June 30, 2026 and 2025 (Unaudited)

(Dollar amounts in thousands, except per share data)

30 unchanged sentences

March 31, 2026 $ 36,334 $ 141,689 $ 569,946 $ ( 55,246 ) $ ( 180,504 ) $ 512,219

Net loss — — ( 23,689 ) — — ( 23,689 )

Minimum pension liability — — — ( 217 ) — ( 217 )

Translation adjustment — — — ( 665 ) — ( 665 )

Fair value of cash flow hedges — — — 1,046 — 1,046

Total comprehensive loss ( 23,525 )

Stock-based compensation — 5,054 — — — 5,054

Purchase of 404 shares of treasury stock

— — — — ( 79 ) ( 79 )

Issuance of 11,139 shares of treasury stock

— 255 — — 460 715

Dividends — — ( 8,416 ) — — ( 8,416 )

June 30, 2026 $ 36,334 $ 146,998 $ 537,841 $ ( 55,082 ) $ ( 180,123 ) $ 485,968

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY, Continued

for the three and six months ended March 31, 2026 and 2025 (Unaudited)

for the three and nine months ended June 30, 2026 and 2025 (Unaudited)

(Dollar amounts in thousands, except per share data)

31 unchanged sentences

March 31, 2025 $ 36,334 $ 148,922 $ 593,958 $ ( 175,174 ) $ ( 195,848 ) $ 48 $ 408,240

Net income — — 15,387 — — — 15,387

Minimum pension liability — — — 44 — — 44

Translation adjustment — — — 98,801 — — 98,801

Fair value of cash flow hedges — — — ( 1,399 ) — — ( 1,399 )

Total comprehensive income 112,833

Stock-based compensation — 8,841 — — — — 8,841

Purchase of 385,525 shares of treasury stock

— — — — ( 7,696 ) — ( 7,696 )

Issuance of 167,808 shares of treasury stock

— ( 6,010 ) — — 6,010 — —

Dividends — — ( 8,338 ) — — — ( 8,338 )

Divestiture — — — — — ( 48 ) ( 48 )

June 30, 2025 $ 36,334 $ 151,753 $ 601,007 $ ( 77,728 ) $ ( 197,534 ) $ — $ 513,832

The accompanying notes are an integral part of these consolidated financial statements.

2 unchanged sentences

(Dollar amounts in thousands)

Six Months Ended

Nine Months Ended

Cash flows from operating activities:

Net income (loss) $ 21,795 $ ( 12,388 )

Adjustments to reconcile net income (loss) to net cash flows from operating activities:

Net (loss) income $ ( 1,894 ) $ 2,999

Adjustments to reconcile net (loss) income to net cash flows from operating activities:

Depreciation and amortization 35,858 56,571

Stock-based compensation expense 14,597 19,838

Deferred tax benefit ( 41 ) ( 6,402 )

Deferred tax expense 1,765 15,852

Gain on sale of assets, net ( 883 ) ( 10,062 )

(Gain) loss on divestitures, net ( 109,264 ) 2,072

Gain on divestitures, net ( 109,498 ) ( 55,031 )

Loss on debt extinguishment 16,343 —

11 unchanged sentences

Proceeds from divestitures 243,647 230,053

Investments and advances — ( 7,436 )

Other investing activities, net ( 420 ) ( 63 )

Net cash provided by (used in) investing activities 239,659 ( 3,895 )

Net cash provided by investing activities 267,441 153,249

Cash flows from financing activities:

4 unchanged sentences

Proceeds from net investment hedges — 14,990

Payments on net investment hedges — ( 37,092 )

Acquisition holdback and deferred purchase price payments ( 225 ) ( 10,184 )

1 unchanged sentence

Payment of debt issuance costs ( 1,576 ) —

Net cash (used in) provided by financing activities ( 168,399 ) 33,551

Net cash used in financing activities ( 192,503 ) ( 139,440 )

Effect of exchange rate changes on cash ( 222 ) ( 361 )

Net change in cash and cash equivalents including balances classified as assets held-for-sale 3,655 9,430

Net change in cash and cash equivalents classified as assets held-for-sale — ( 10,000 )

Net change in cash and cash equivalents 5,169 ( 20,433 )

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

March 31, 2026

June 30, 2026

(Dollar amounts in thousands, except per share data)

14 unchanged sentences

See Notes 7, "Investments" and 16, "Acquisitions and Divestitures" for further information.

As of March 31, 2026, the Company had facilities in North America, Europe, Asia, Australia, and Central America.

As of June 30, 2026, the Company had facilities in North America, Europe, Asia, Australia, and Central America.

Basis of Presentation

3 unchanged sentences

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included.

Operating results for the three and six months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2026.

Operating results for the three and nine months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2026.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

4 unchanged sentences

Activity prior to May 1, 2025 for the SGK Business is included within the consolidated financial statements of the Company.

As of May 1, 2025 the SGK Business has been deconsolidated from the financial statements and is now accounted for as part of the Company's equity-method investment in Propelis.

As of May 1, 2025 the SGK Business has been deconsolidated from the financial statements and since May 1, 2025, the Company's interest in such business has been accounted for as part of the Company's equity-method investment in Propelis.

The Company recognizes its portion of the earnings or losses for its equity-method investment in Propelis on a three-month lag to ensure consistency and timely filing of the Company's financial statements.

Consequently, for the three months ended March 31, 2026, the Company's portion of earnings (losses) for its equity-method investment in Propelis includes the months from October 2025 through December 2025.

For the six months ended March 31, 2026, the Company's portion of earnings (losses) for its equity-method investment in Propelis includes the months from July 2025 through December 2025.

Consequently, for the three months ended June 30, 2026, the Company's portion of earnings (losses) for its equity-method investment in Propelis includes the months from January 2026 through March 2026.

For the nine months ended June 30, 2026, the Company's portion of earnings (losses) for its equity-method investment in Propelis includes the months from July 2025 through March 2026.

See Note 7, "Investments" for further information with respect to the equity-method investment in Propelis.

5 unchanged sentences

Under highly inflationary accounting, the financial statements of these subsidiaries were remeasured into the Company's reporting currency (U.S.

dollar) and exchange

gains and losses from the remeasurement of monetary assets and liabilities were reflected in current earnings, rather than accumulated other comprehensive loss on the Consolidated Balance Sheets .

dollar) and exchange gains and losses from the remeasurement of monetary assets and liabilities were reflected in current earnings, rather than accumulated other comprehensive loss on the Consolidated Balance Sheets .

As of September 30, 2025, the Company had net monetary assets related to its Turkish subsidiaries of $ 2,109 .

Exchange losses related to highly inflationary accounting totaled $ 16 for the six months ended March 31, 2026, and $ 520 and $ 711 for the three and six months ended March 31, 2025, respectively.

Exchange losses related to highly inflationary accounting totaled $ 16 for the nine months ended June 30, 2026, and $ 325 and $ 1,036 for the three and nine months ended June 30, 2025, respectively.

Such amounts were included in the Consolidated Statements of Income within other income (deductions), net.

48 unchanged sentences

The Company disaggregates revenue from contracts with customers by geography, as it believes geographic regions best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

Disaggregated sales by segment and region for the three and six months ended March 31, 2026 and 2025 were as follows:

Disaggregated sales by segment and region for the three and nine months ended June 30, 2026 and 2025 were as follows:

Memorialization Industrial Technologies Brand Solutions Consolidated

Three Months Ended March 31, Three Months Ended March 31, Three Months Ended March 31, Three Months Ended March 31,

Three Months Ended June 30, Three Months Ended June 30, Three Months Ended June 30, Three Months Ended June 30,

2026 2025 2026 2025 2026 2025 2026 2025

North America $ 198,975 $ 194,959 $ 14,972 $ 32,886 $ — $ 24,996 $ 213,947 $ 252,841

Central and South America (1)

Central / South America (1)

— — — — — 451 — 451

4 unchanged sentences

Memorialization Industrial Technologies Brand Solutions Consolidated

Six Months Ended March 31, Six Months Ended March 31, Six Months Ended March 31, Six Months Ended March 31,

Nine Months Ended June 30, Nine Months Ended June 30, Nine Months Ended June 30, Nine Months Ended June 30,

2026 2025 2026 2025 2026 2025 2026 2025

North America $ 599,933 $ 573,335 $ 58,018 $ 95,196 $ — $ 159,175 $ 657,951 $ 827,706

Central and South America (1)

Central / South America (1)

— — — — — 3,089 — 3,089

7 unchanged sentences

Revenue Recognition (continued)

Revenue recognized using the over time method accounted for approximately 2 % and 13 % of revenue for the three months ended March 31, 2026 and 2025, respectively and 6 % and 13 % of revenue for the six months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026 and September 30, 2025, the Company had net contract assets for projects recognized using the over time method totaling $ 98,547 and $ 99,700 , respectively, which primarily represent unbilled revenues, net of deferred revenues related to customer deposits and progress billings.

Net contract assets at March 31, 2026 and September 30, 2025 predominantly related to ongoing projects with Tesla, Inc.

Revenue recognized using the over time method accounted for approximately 5 % and 14 % of revenue for the three months ended June 30, 2026 and 2025, respectively and 6 % and 13 % of revenue for the nine months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026 and September 30, 2025, the Company had net contract assets for projects recognized using the over time method totaling $ 98,055 and $ 99,700 , respectively, which primarily represent unbilled revenues, net of deferred revenues related to customer deposits and progress billings.

Net contract assets at June 30, 2026 and September 30, 2025 predominantly related to ongoing projects with Tesla, Inc.

Unbilled revenues are generally expected to be invoiced upon the attainment of certain contractual conditions and milestones.

8 unchanged sentences

The fair values of the Company's assets and liabilities measured on a recurring basis are categorized as follows:

March 31, 2026 September 30, 2025

June 30, 2026 September 30, 2025

Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

8 unchanged sentences

(1) Interest rate swaps and cross currency swaps are valued based on observable market swap rates and are classified within Level 2 of the fair value hierarchy.

(2) Derivative amounts at both March 31, 2026 and September 30, 2025 reflect $ 40,186 of partial advance payments received from the counterparties to certain cross-currency swaps.

(2) Derivative amounts at June 30, 2026 and September 30, 2025 reflect $ 22,770 and $ 40,186 , respectively, of partial advance payments received from the counterparties to certain cross-currency swaps, respectively.

See Note 9, "Derivatives and Hedging Activities" for further details.

The carrying values for other financial assets and liabilities approximated fair value at March 31, 2026 and September 30, 2025.

The carrying values for other financial assets and liabilities approximated fair value at June 30, 2026 and September 30, 2025.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

1 unchanged sentence

Allowance for Credit Losses

The following table summarizes the activity for the accounts receivable allowance for credit losses for the six months ended March 31, 2026 and 2025.

Six Months Ended March 31,

The following table summarizes the activity for the accounts receivable allowance for credit losses for the nine months ended June 30, 2026 and 2025.

Nine Months Ended June 30,

Balance at beginning of period $ 13,481 $ 12,055

4 unchanged sentences

(1) Amounts determined not to be collectible (including direct write-offs), net of recoveries.

Fiscal 2025 amounts include $ 582 related to the divestiture of the Company's interest in the SGK Business.

Inventories consisted of the following:

March 31, 2026 September 30, 2025

June 30, 2026 September 30, 2025

Raw materials $ 57,655 $ 60,585

3 unchanged sentences

Non-current investments consisted of the following:

March 31, 2026 September 30, 2025

June 30, 2026 September 30, 2025

Equity and fixed income mutual funds $ — $ 859

7 unchanged sentences

The Company will subsequently adjust the carrying amount of its equity-method investment for its share of earnings and losses reported by the investee, distributions received, and other-than-temporary impairments.

As of June 30, 2026, the Company has redeemed $ 28,000 of it's preferred equity investment in Propelis.

For the six months ended March 31, 2026, the Company's portion of earnings (losses) for its equity-method investment in Propelis includes the months from July 2025 through December 2025.

For the three and six months ended March 31, 2026, the Company recognized $ 9,283 and $ 11,581 , respectively, of equity-method losses for its equity-method investment in Propelis, which has been recorded as a component of administrative expense.

Equity-method losses for the three and six months ended March 31, 2026 included $ 8,092 and $ 9,198 of losses, respectively, representing the Company's portion of the investee's losses, and $ 1,191 and $ 2,383 of additional expense, respectively, reflecting the amortization of the Company's portion of the basis difference of the amortizable assets contributed from SGS & Co.

For the nine months ended June 30, 2026, the Company's portion of earnings (losses) for its equity-method investment in Propelis includes the months from July 2025 through March 2026.

For the three and nine months ended June 30, 2026, the Company recognized $ 5,668 and $ 17,249 , respectively, of equity-method losses for its equity-method investment in Propelis, which has been recorded as a component of administrative expense.

Due to the three-month lag reporting, no equity method income or loss was recorded for the three and nine month periods ended June 30, 2025.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

1 unchanged sentence

Investments (continued)

The Company also recognized $ 1,258 and $ 2,508 , respectively, of paid-in-kind interest income for the three and six months ended March 31, 2026, related to the Company's preferred equity investment in Propelis, which was included as a component of other income (deductions), net.

Equity-method losses for the three and nine months ended June 30, 2026 included $ 4,476 and $ 13,674 of losses, respectively, representing the Company's portion of the investee's losses, and $ 1,192 and $ 3,575 of additional expense, respectively, reflecting the amortization of the Company's portion of the basis difference of the amortizable assets contributed from SGS & Co.

("SGS") to Propelis.

The Company also recognized $ 919 and $ 3,427 , respectively, of paid-in-kind interest income for the three and nine months ended June 30, 2026, related to the Company's preferred equity investment in Propelis, which was included as a component of other income (deductions), net.

The following table presents summarized financial information for Propelis:

July 1, 2025 -

March 31, 2026 (1)

Sales $ 751,979

Gross profit 189,204

Operating loss ( 3,097 )

Net loss ( 34,185 )

Net loss attributable to Propelis ( 20,511 )

(1) The Company recognizes its portion of the earnings or losses for its equity-method investment in Propelis on a three-month lag.

The summarized financial information for Propelis has been presented for the months from July 2025 through March 2026 to coincide with the amounts reflected in the Company's consolidated financial statements.

Debt and Financing Arrangements

Long-term debt at March 31, 2026 and September 30, 2025 consisted of the following:

March 31, 2026 September 30, 2025

Long-term debt at June 30, 2026 and September 30, 2025 consisted of the following:

June 30, 2026 September 30, 2025

Revolving credit facilities $ 404,640 $ 385,007

11 unchanged sentences

A portion of the revolving credit facility (not to exceed $ 350,000 ) can be drawn in foreign currencies.

Borrowings under both the revolving credit facility and the term loan bear interest at the Secured Overnight Financing Rate ("SOFR"), plus a 0.10 % per annum rate spread adjustment, plus a factor ranging from 1.00 % to 2.00 % ( 1.50 % at March 31, 2026) based on the Company's leverage ratio.

Borrowings under both the revolving credit facility and the term loan bear interest at the Secured Overnight Financing Rate ("SOFR"), plus a 0.10 % per annum rate spread adjustment, plus a factor ranging from 1.00 % to 2.00 % ( 1.75 % at June 30, 2026) based on the Company's leverage ratio.

The leverage ratio is defined as total indebtedness divided by EBITDA (earnings before interest, income taxes, depreciation and amortization) as defined within the domestic credit facility agreement.

1 unchanged sentence

The Company incurred debt issuance costs of $ 1,576 in connection with the amended and restated agreement, which were deferred and are being amortized over the term of the facility.

Unamortized costs were $ 4,592 and $ 3,918 at March 31, 2026 and September 30, 2025, respectively.

Unamortized costs were $ 4,169 and $ 3,918 at June 30, 2026 and September 30, 2025, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Debt and Financing Arrangements (continued)

The domestic credit facility requires the Company to maintain certain leverage and interest coverage ratios.

1 unchanged sentence

Outstanding U.S.

dollar denominated borrowings on the revolving credit facility at March 31, 2026 and September 30, 2025 were $ 404,750 and $ 384,233 , respectively.

Outstanding borrowings on the term loan at March 31, 2026 were $ 148,807 .

The weighted-average interest rate on outstanding borrowings for the domestic credit facility (including the effects of interest rate swaps) at March 31, 2026 and 2025 was 4.18 % and 4.29 %, respectively.

dollar denominated borrowings on the revolving credit facility at June 30, 2026 and September 30, 2025 were $ 404,640 and $ 384,233 , respectively.

Outstanding borrowings on the term loan at June 30, 2026 were $ 134,912 .

The weighted-average interest rate on outstanding borrowings for the domestic credit facility (including the effects of interest rate swaps) at June 30, 2026 and 2025 was 5.37 % and 5.13 %, respectively.

The Company previously had $ 300,000 aggregate principal amount of 8.625 % senior secured second lien notes due October 1, 2027 (the "2027 Senior Secured Notes").

7 unchanged sentences

In connection with this redemption, the Company recognized debt extinguishment charges of $ 16,343 during the second quarter of fiscal 2026, which included the write-off of the remaining unamortized direct financing costs of $ 3,404 .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Debt and Financing Arrangements (continued)

The Company and certain of its domestic subsidiaries sell, on a continuous basis without recourse, their trade receivables to Matthews Receivables Funding Corporation, LLC (“Matthews RFC”), a wholly-owned bankruptcy-remote subsidiary of the Company.

8 unchanged sentences

The fair value of the sold receivables approximated book value due to their credit quality and short-term nature, and as a result, no gain or loss on sale of receivables was recorded.

As of March 31, 2026 and September 30, 2025, the amount sold to the Purchasers was $ 55,800 and $ 65,600 , respectively, which was derecognized from the Consolidated Balance Sheets.

As collateral against sold receivables, Matthews RFC maintains a certain level of unsold receivables, which was $ 66,342 and $ 63,720 as of March 31, 2026 and September 30, 2025, respectively.

As of June 30, 2026 and September 30, 2025, the amount sold to the Purchasers was $ 52,100 and $ 65,600 , respectively, which was derecognized from the Consolidated Balance Sheets.

As collateral against sold receivables, Matthews RFC maintains a certain level of unsold receivables, which was $ 63,458 and $ 63,720 as of June 30, 2026 and September 30, 2025, respectively.

The following table sets forth a summary of receivables sold as part of the RPA:

Six Months Ended

March 31, 2026 Six Months Ended

March 31, 2025

Nine Months Ended

June 30, 2026 Nine Months Ended

June 30, 2025

Gross receivables sold

2 unchanged sentences

( 134,729 ) ( 242,288 )

Net cash (reinvested) received $ ( 9,800 ) $ 2,800

Net cash reinvested $ ( 13,500 ) $ ( 10,700 )

The Company, through a former U.K.

3 unchanged sentences

As these transfers qualified as true sales under the applicable accounting guidance, the receivables were de-recognized from the Company's Consolidated Balance Sheets upon transfer.

As a result of the sale of the Company's interest in the SGK Business, this arrangement no longer exists for the Company at March 31, 2026.

The principal amount of receivables sold under this arrangement was $ 38,789 during the six months ended March 31, 2025.

The discounts on the trade receivables sold are included within administrative expense in the Consolidated Statements of Income.

As a result of the sale of the Company's interest in the SGK Business, this arrangement no longer exists for the Company at June 30, 2026.

The principal amount of receivables sold under this arrangement was $ 45,813 during the nine months ended June 30, 2025.

The discounts on the trade receivables sold are included

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Debt and Financing Arrangements (continued)

within administrative expense in the Consolidated Statements of Income.

The proceeds from the sale of receivables are classified as operating activities in the Company's Consolidated Statements of Cash Flows.

1 unchanged sentence

The Company facilitates a voluntary supply chain finance program (the "Program") to provide certain suppliers with the opportunity to sell receivables due from the Company to participating financial institutions at the sole discretion of both the suppliers and the financial institutions.

The amounts owed to a participating financial institution under the Program and included in trade accounts payable were $ 4,557 and $ 6,136 at March 31, 2026 and September 30, 2025, respectively.

The amounts owed to a participating financial institution under the Program and included in trade accounts payable were $ 4,550 and $ 6,136 at June 30, 2026 and September 30, 2025, respectively.

The Company, through certain of its European subsidiaries, has a credit facility with a European bank, which is guaranteed by Matthews.

3 unchanged sentences

Outstanding borrowings under the credit facility totaled € 659,000 ($ 774 ) at September 30, 2025.

There were no outstanding borrowings under the credit facility at March 31, 2026.

The weighted-average interest rate on outstanding borrowings under this facility was 4.60 % at March 31, 2025.

Other borrowings totaled $ 6,436 and $ 7,151 at March 31, 2026 and September 30, 2025, respectively.

The weighted-average interest rate on all other borrowings was 1.90 % and 2.16 % at March 31, 2026 and 2025, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Debt and Financing Arrangements (continued)

As of March 31, 2026 and September 30, 2025, the fair value of the Company's long-term debt, including current maturities, which is classified as Level 2 in the fair value hierarchy, approximated the carrying value included in the Consolidated Balance Sheets.

The Company was in compliance with all of its debt covenants as of March 31, 2026.

On March 11, 2025, in connection with the filing of an automatic shelf registration statement on Form S-3 pursuant to which the Company re-registered 3,000,000 shares of Class A Common Stock, the Company entered into an Equity Distribution Agreement for an At-The-Market equity offering program ("ATM Program") pursuant to which the Company may issue and sell, from time to time, up to 1,250,000 shares of its Class A Common Stock under the shelf registration .

For the six months ended March 31, 2026, the Company did not sell any shares of its Class A Common Stock under its ATM Program.

As of March 31, 2026, the Company had 1,250,000 shares remaining for sale under the ATM Program.

There were no outstanding borrowings under the credit facility at June 30, 2026.

The weighted-average interest rate on outstanding borrowings under this facility was 4.16 % at June 30, 2025.

Other borrowings totaled $ 7,657 and $ 7,151 at June 30, 2026 and September 30, 2025, respectively.

The weighted-average interest rate on all other borrowings was 2.39 % and 3.42 % at June 30, 2026 and 2025, respectively.

As of June 30, 2026 and September 30, 2025, the fair value of the Company's long-term debt, including current maturities, which is classified as Level 2 in the fair value hierarchy, approximated the carrying value included in the Consolidated Balance Sheets.

The Company was in compliance with all of its debt covenants as of June 30, 2026.

The Company maintains an At-The-Market equity offering program ("ATM Program") pursuant to which it may issue and sell, from time to time, up to 1,250,000 shares of its Class A Common Stock.

No shares were sold under the ATM Program during the nine months ended June 30, 2026.

As of June 30, 2026, 1,250,000 shares remained available for sale under the ATM Program.

The Company has no near-term intention to utilize the ATM Program.

1 unchanged sentence

The Company operates internationally and utilizes certain derivative financial instruments to manage its foreign currency, debt and interest rate exposures.

At March 31, 2026 and September 30, 2025, derivative instruments were reflected on a gross-basis in the Consolidated Balance Sheets as follows:

March 31, 2026 September 30, 2025

At June 30, 2026 and September 30, 2025, derivative instruments were reflected on a gross-basis in the Consolidated Balance Sheets as follows:

June 30, 2026 September 30, 2025

Interest Rate Swaps Cross-Currency Swaps Interest Rate Swaps Cross-Currency Swaps

9 unchanged sentences

$ 837 $ ( 32,329 ) $ ( 2,338 ) $ ( 58,541 )

(1) Cross-currency swap amounts at both March 31, 2026 and September 30, 2025 reflect $ 40,186 of partial advanced payments received from the counterparties to certain swap contracts (see below).

(1) Cross-currency swap amounts at June 30, 2026 and September 30, 2025 reflect $ 22,770 and $ 40,186 of partial advance payments received from the counterparties to certain swap contracts, respectively (see below).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Derivatives and Hedging Activities (continued)

The following table presents information related to interest rate swaps entered into by the Company and designated as cash flow hedges:

March 31, 2026 September 30, 2025

June 30, 2026 September 30, 2025

Notional amount $ 300,000 $ 225,000

5 unchanged sentences

Based on the Company's assessment, all of the critical terms of each of the hedges matched the underlying terms of the hedged debt and related forecasted interest payments, and as such, these hedges were considered highly effective.

The fair value of the interest rate swaps reflected a net unrealized loss of $ 820 ($ 621 after tax) and $ 2,338 ($ 1,752 after tax) at March 31, 2026 and September 30, 2025, respectively, that is included in shareholders' equity as part of accumulated other comprehensive income (loss) ("AOCI").

Unrecognized gains of $ 1,011 ($ 757 after tax) and $ 1,605 ($ 1,199 after tax) related to previously terminated London Interbank Offered Rate ("LIBOR") based swaps were also included in AOCI as of March 31, 2026 and September 30, 2025, respectively.

Assuming market rates remain constant with the rates at March 31, 2026, a gain (net of tax) of approximately $ 392 included in AOCI is expected to be recognized in earnings over the next twelve months.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Derivatives and Hedging Activities (continued)

The fair value of the interest rate swaps reflected a net unrealized gain of $ 837 ($ 627 after tax) and a net unrealized loss of $ 2,338 ($ 1,752 after tax) at June 30, 2026 and September 30, 2025, respectively, that is included in shareholders' equity as part of accumulated other comprehensive income (loss) ("AOCI").

Unrecognized gains of $ 750 ($ 555 after tax) and $ 1,605 ($ 1,199 after tax) related to previously terminated London Interbank Offered Rate ("LIBOR") based swaps were also included in AOCI as of June 30, 2026 and September 30, 2025, respectively.

Assuming market rates remain constant with the rates at June 30, 2026, a gain (net of tax) of approximately $ 845 included in AOCI is expected to be recognized in earnings over the next twelve months.

The Company utilizes certain cross currency swaps as net investment hedges of foreign operations and assesses effectiveness for these contracts based on changes in fair value attributable to changes in spot prices.

The following table presents information related to cross currency swaps entered into by the Company and designated as net investment hedges:

Notional Amount Unrealized Losses

Notional Amount Unrealized (Loss) Gain

Recognized in AOCI

Swap Currencies Maturity Date March 31, 2026 September 30, 2025 March 31, 2026 September 30, 2025

Swap Currencies Maturity Date June 30, 2026 September 30, 2025 June 30, 2026 September 30, 2025

USD/EUR September 2027 $ 81,392 $ 81,392 $ ( 7,282 ) $ ( 9,443 )

3 unchanged sentences

$ ( 13,703 ) (1)

(1) Total unrealized gains (losses) are presented net of tax of $ 3,376 and $ 4,652 as of March 31, 2026 and September 30, 2025, respectively.

(1) Total unrealized net losses are presented net of tax of $ 2,398 and $ 4,652 as of June 30, 2026 and September 30, 2025, respectively.

On June 25, 2026, the SEK cross currency swap matured and payment of $ 21,478 was made on July 1, 2026 by the Company.

The swap represented a partial advance payment, as discussed below, and was included in other current liabilities on the Consolidated Balance Sheet.

In connection with certain of these cross currency swaps, the Company received cash from the counterparties, representing partial advance payments of amounts due under the U.S.

dollar leg of the swaps.

Outstanding advance payment amounts totaled $ 40,186 at both March 31, 2026 and September 30, 2025, all of which were included in other current liabilities on the Consolidated Balance Sheet.

Outstanding advance payment amounts totaled $ 40,186 at both June 30, 2026 and September 30, 2025, all of which were included in other current liabilities on the Consolidated Balance Sheet.

Refer to Note 13, "Accumulated Other Comprehensive Income" for further details regarding amounts recorded in AOCI and the Consolidated Statements of Income (Loss) related to derivatives.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Restructuring

2 unchanged sentences

These restructuring activities are expected to be completed in fiscal 2026.

During the third quarter of fiscal 2026, the Company initiated another restructuring program focused on the Company's engineering operations in Europe.

The restructuring costs for the current program are estimated to be approximately $ 10,000 related to severance and employee termination benefits.

This program is expected to be completed in fiscal 2027.

The following table sets forth amounts recognized by the Company in connection with its restructuring programs:

2 unchanged sentences

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2026 2025 2026 2025

5 unchanged sentences

The costs associated with the Company's restructuring programs principally relate to severance and employee termination benefits.

The following table provides a summary of the severance and employee termination restructuring activities for the six-month period ended March 31, 2026.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Restructuring (continued)

The following table provides a summary of the severance and employee termination restructuring activities for the nine-month period ended June 30, 2026.

Severance and Employee Termination Restructuring Activities

5 unchanged sentences

( 2 ) ( 35 ) — ( 83 ) ( 120 )

March 31, 2026 $ — $ 810 $ — $ — $ 810

June 30, 2026 $ — $ 6,042 $ — $ — $ 6,042

Cumulative severance and employee termination costs incurred to date (2)

1 unchanged sentence

(1) Other adjustments primarily reflects reclassifications of certain balance sheet amounts.

(2) Substantially all estimated severance and employee termination costs related to the restructuring programs have been recognized as of March 31, 2026.

(2) Substantially all estimated severance and employee termination costs related to the 2024 restructuring programs have been recognized.

The Company's 2026 restructuring program is ongoing, and the remaining severance and employee termination costs are expected to be recognized through fiscal 2027 .

The severance and employee termination liability is included in accrued compensation in the accompanying Consolidated Balance Sheets.

The restructuring programs initiated in fiscal 2024 that were focused primarily on the Company's engineering and tooling operations in Europe, and certain of the Company's general and administrative functions have been substantially completed as of March 31, 2026.

On July 30, 2026, the Company received a refund of $ 1,730 in connection with the finalization of estimated severance and employee termination benefits specific to it's fiscal 2024 restructuring program.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Share-Based Payments

The Company maintains an equity incentive plan (as amended and restated, the "2017 Equity Incentive Plan") that provides for grants of stock options, restricted shares, restricted share units ("RSUs"), stock-based performance units and certain other types of stock-based awards.

Under the 2017 Equity Incentive Plan, which has a ten-year term from the date the Company's Board of Directors approved of the second amendment and restatement of the 2017 Equity Incentive Plan, the maximum number of shares available for grants or awards is an aggregate of 4,950,000 (subject to adjustment upon certain events such as stock dividends or stock splits), following the approval by shareholders of the adoption of the Second Amended and Restated 2017 Equity Incentive Plan at the Company's 2025 Annual Shareholder Meeting.

At March 31, 2026, 2,492,953 shares have been issued under the 2017 Equity Incentive Plan.

Under the 2017 Equity Incentive Plan, which has a ten-year term from the date the Company's Board of Directors (the "Board") approved of the second amendment and restatement of the 2017 Equity Incentive Plan, the maximum number of shares available for grants or awards is an aggregate of 4,950,000 (subject to adjustment upon certain events such as stock dividends or stock splits), following the approval by shareholders of the adoption of the Second Amended and Restated 2017 Equity Incentive Plan at the Company's 2025 Annual Shareholder Meeting.

At June 30, 2026, 2,494,305 shares have been issued under the 2017 Equity Incentive Plan.

1,807,405 time-based RSUs, 2,241,872 performance-based RSUs, and 75,000 stock options have been granted under the 2017 Equity Incentive Plan.

1,624,489 of these share-based awards are outstanding as of March 31, 2026.

1,600,497 of these share-based awards are outstanding as of June 30, 2026.

The 2017 Equity Incentive Plan is administered by the Compensation Committee of the Board of Directors.

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.

For the three-month periods ended March 31, 2026 and 2025, stock-based compensation cost totaled $ 5,136 and $ 6,018 , respectively.

For the six-month periods ended March 31, 2026 and 2025, stock based compensation totaled $ 9,543 and $ 10,997 , respectively.

The associated future income tax benefit recognized for stock-based compensation was $ 1,289 and $ 1,520 for the three-month periods ended March 31, 2026 and 2025, respectively, and $ 1,933 and $ 2,338 for the six-month periods ended March 31, 2026 and 2025, respectively.

For the three-month periods ended June 30, 2026 and 2025, stock-based compensation cost totaled $ 5,054 and $ 8,841 , respectively.

For the nine-month periods ended June 30, 2026 and 2025, stock based compensation totaled $ 14,597 and $ 19,838 , respectively.

The associated future income tax benefit recognized for stock-based compensation was $ 1,268 and $ 2,233 for the three-month periods ended June 30, 2026 and 2025, respectively, and $ 3,201 and $ 4,572 for the nine-month periods ended June 30, 2026 and 2025, respectively.

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

3 unchanged sentences

The Company issues common stock from treasury shares once the units become vested.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Share-Based Payments (continued)

The transactions for RSUs for the six months ended March 31, 2026 were as follows:

The transactions for RSUs for the nine months ended June 30, 2026 were as follows:

RSUs Weighted-

3 unchanged sentences

Expired or forfeited ( 58,630 ) 30.64

Non-vested at March 31, 2026 1,624,489 $ 30.01

As of March 31, 2026, the total unrecognized compensation cost related to all unvested stock-based awards was $ 19,875 and is expected to be recognized over a weighted average period of 2.1 years.

Non-vested at June 30, 2026 1,600,497 $ 30.00

As of June 30, 2026, the total unrecognized compensation cost related to all unvested stock-based awards was $ 15,174 and is expected to be recognized over a weighted average period of 1.8 years.

The fair value of certain RSUs that are subject to performance conditions are estimated on the date of grant using a binomial lattice valuation model.

The following table indicates the assumptions used in estimating the fair value of certain stock-based awards granted or modified during the six-month period ended March 31, 2026.

Six Months Ended

March 31, 2026

The following table indicates the assumptions used in estimating the fair value of certain stock-based awards granted or modified during the nine-month period ended June 30, 2026.

Nine Months Ended

June 30, 2026

Expected volatility 36.7 %

4 unchanged sentences

The dividend yield is based on the most recent dividend payment and average stock price over the 12 months prior to the grant or modification date.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Share-Based Payments (continued)

Expected volatilities are based on the historical volatility of the Company's stock price.

The expected term for grants in the six months ended March 31, 2026 represents an estimate of the average period of time for RSUs to vest.

The expected term for grants in the nine months ended June 30, 2026 represents an estimate of the average period of time for RSUs to vest.

The Company maintains the Second 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").

5 unchanged sentences

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

A total of 69,677 shares and share units had been deferred under the Director Fee Plans as of March 31, 2026.

A total of 64,381 shares and share units had been deferred under the Director Fee Plans as of June 30, 2026.

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 for fiscal 2026.

As of March 31, 2026, 489,744 restricted shares and RSUs have been granted under the Director Fee Plans, 316,515 of which were issued under the 2019 Director Fee Plan.

110,045 RSUs are unvested at March 31, 2026 under the Director Fee Plans.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

As of June 30, 2026, 489,744 restricted shares and RSUs have been granted under the Director Fee Plans, 316,515 of which were issued under the 2019 Director Fee Plan.

106,056 RSUs are unvested at June 30, 2026 under the Director Fee Plans.

Earnings Per Share

1 unchanged sentence

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2026 2025 2026 2025

7 unchanged sentences

During periods in which the Company incurs a net loss, diluted weighted-average shares outstanding are equal to basic weighted-average shares outstanding because the effect of all equity awards is anti-dilutive.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Accumulated Other Comprehensive Income

The changes in AOCI by component, net of tax, for the three-month periods ended March 31, 2026 and 2025 were as follows:

The changes in AOCI by component, net of tax, for the three-month periods ended June 30, 2026 and 2025 were as follows:

Post-retirement benefit plans Currency translation adjustment Cash Flow Hedges Total

Attributable to Matthews:

Balance, December 31, 2025 $ 6,203 $ ( 55,658 ) $ ( 749 ) $ ( 50,204 )

Balance, March 31, 2026 $ 5,945 $ ( 61,327 ) $ 136 $ ( 55,246 )

OCI before reclassification ( 27 ) ( 648 ) 990 315

Amounts reclassified from AOCI ( 190 ) (a)

( 17 ) 56 (b)

Net current-period OCI ( 217 )

885 ( 5,042 )

Balance, March 31, 2026 $ 5,945 $ ( 61,327 ) $ 136 $ ( 55,246 )

Balance, June 30, 2026 $ 5,728 $ ( 61,992 ) $ 1,182 $ ( 55,082 )

Post-retirement benefit plans Currency translation adjustment Cash Flow Hedges Total

Attributable to Matthews:

Balance, December 31, 2024 $ 4,602 $ ( 189,234 ) $ 3,141 $ ( 181,491 )

Balance, March 31, 2025 $ 4,533 $ ( 180,882 ) $ 1,175 $ ( 175,174 )

OCI before reclassification 208 6,264 ( 1,195 ) 5,277

2 unchanged sentences

Net current-period OCI 44 98,801 ( 1,399 ) 97,446

Balance, March 31, 2025 $ 4,533 $ ( 180,882 ) $ 1,175 $ ( 175,174 )

Balance, June 30, 2025 $ 4,577 $ ( 82,081 ) $ ( 224 ) $ ( 77,728 )

Attributable to noncontrolling interest:

Balance, December 31, 2024 $ — $ 289 $ — $ 289

Balance, March 31, 2025 $ — $ 289 $ — $ 289

OCI before reclassification — —

Net current-period OCI — — — —

Balance, March 31, 2025 $ — $ 289

Balance, June 30, 2025 $ — $ 289

(a) Amounts were included in net periodic benefit cost for pension and other postretirement benefit plans.

3 unchanged sentences

Accumulated Other Comprehensive Income (continued)

The changes in AOCI by component, net of tax, for the six-month periods ended March 31, 2026 and 2025 were as follows:

The changes in AOCI by component, net of tax, for the nine-month periods ended June 30, 2026 and 2025 were as follows:

Post-retirement benefit plans Currency translation adjustment Cash Flow Hedges Total

6 unchanged sentences

23,005 1,735 22,928

Balance, March 31, 2026 $ 5,945 $ ( 61,327 ) $ 136 $ ( 55,246 )

Balance, June 30, 2026 $ 5,728 $ ( 61,992 ) $ 1,182 $ ( 55,082 )

Post-retirement benefit plans Currency translation adjustment Cash Flow Hedges Total

5 unchanged sentences

Net current-period OCI ( 378 ) 92,542 ( 1,150 ) 91,014

Balance, March 31, 2025 $ 4,533 $ ( 180,882 ) $ 1,175 $ ( 175,174 )

Balance, June 30, 2025 $ 4,577 $ ( 82,081 ) $ ( 224 ) $ ( 77,728 )

Attributable to noncontrolling interest:

2 unchanged sentences

Net current-period OCI — — — —

Balance, March 31, 2025 $ — $ 289

Balance, June 30, 2025 $ — $ 289

(a) Amounts were included in net periodic benefit cost for pension and other postretirement benefit plans.

3 unchanged sentences

Accumulated Other Comprehensive Income (continued)

Reclassifications out of AOCI for the three and six-month periods ended March 31, 2026 and 2025 were as follows:

Reclassifications out of AOCI for the three and nine-month periods ended June 30, 2026 and 2025 were as follows:

Amount reclassified from AOCI

Details about AOCI Components Three Months Ended March 31, 2026 Six Months Ended March 31, 2026 Affected line item in the

Details about AOCI Components Three Months Ended June 30, 2026 Nine Months Ended June 30, 2026 Affected line item in the

Financial Statements

13 unchanged sentences

Details about AOCI Components Three Months Ended

March 31, 2025 Six Months Ended

March 31, 2025 Affected line item in the Statement of income

June 30, 2025 Nine Months Ended

June 30, 2025 Affected line item in the Statement of income

Postretirement benefit plans

10 unchanged sentences

$ 348 $ 1,382 Net income

Sale of SGK Business $ ( 92,681 ) $ ( 92,681 ) Gain on divestitures, net

Divestitures — ( 6,844 ) Other current liabilities (c)

6 unchanged sentences

Income tax provisions for the Company's interim periods are based on the effective income tax rate expected to be applicable for the full year.

The Company's consolidated income taxes for the first six months of fiscal 2026 represented an expense of $ 34,572 , compared to a benefit of $ 5,086 for the first six months of fiscal 2025.

The difference between the Company’s consolidated income taxes for the first six months of fiscal 2026 compared to the same period for fiscal 2025 resulted from consolidated pre-tax income in fiscal 2026 compared to a consolidated pre-tax loss in fiscal 2025, and net discrete tax expense related to the divestiture of the Company's warehouse automation and European roto-gravure packaging and tooling and flexographic print businesses, partially offset by other net discrete tax benefits.

The Company’s fiscal 2026 six month effective tax rate varied from the U.S.

statutory tax rate of 21.0% primarily due to state taxes, tax credits, non-tax benefited foreign losses and discrete tax expense related to the divestiture of the Company's warehouse automation and European roto-gravure packaging and tooling and flexographic print businesses, partially offset by other net discrete tax benefits.

The Company’s fiscal 2025 six month effective tax rate varied from the U.S.

statutory tax rate of 21.0% primarily due to state taxes, tax credits, non-tax benefited foreign losses, and other net discrete tax benefits.

The Company had unrecognized tax benefits (excluding penalties and interest) of $ 2,897 and $ 2,972 on March 31, 2026 and September 30, 2025, respectively, which would impact the annual effective rate at March 31, 2026 and September 30, 2025, respectively.

The Company's consolidated income taxes for the first nine months of fiscal 2026 represented an expense of $ 34,618 , compared to $ 38,391 for the first nine months of fiscal 2025.

The difference between the Company’s consolidated income taxes for the first nine months of fiscal 2026 compared to the same period for fiscal 2025 resulted from lower consolidated pre-tax income in fiscal 2026 compared to fiscal 2025, less discrete tax expense related to the divestiture of the Company's warehouse automation and European roto-gravure packaging and tooling and flexographic print businesses compared to the fiscal 2025 SGK Business divestiture, and other fiscal 2025 net discrete tax benefit exceeding other fiscal 2026 net discrete tax benefit.

The Company’s fiscal 2026 nine month effective tax rate varied from the U.S.

statutory tax rate of 21.0% primarily due to state taxes, tax credits, non-tax benefited foreign losses, discrete tax benefit related to investment related items, net discrete tax expense related to the completion of prior year tax returns, and discrete tax expense related to the divestiture of the Company's warehouse automation and European roto-gravure packaging and tooling and flexographic print businesses.

The Company’s fiscal 2025 nine month effective tax rate varied from the U.S.

statutory tax rate of 21.0% primarily due to state taxes, tax credits, non-tax benefited foreign losses, discrete tax related to the sale of the Company's interest in the SGK Business, and other net discrete tax benefits.

The Company had unrecognized tax benefits (excluding penalties and interest) of $ 2,915 and $ 2,972 on June 30, 2026 and September 30, 2025, respectively, which would impact the annual effective rate at June 30, 2026 and September 30, 2025, respectively.

It is reasonably possible that the amount of unrecognized tax benefits could decrease by approximately $ 316 in the next 12 months primarily due to the completion of audits and the expiration of the statute of limitations.

The Company classifies interest and penalties on tax uncertainties as a component of the provision for income taxes.

Total penalties and interest accrued were $ 284 and $ 241 at March 31, 2026 and September 30, 2025, respectively.

Total penalties and interest accrued were $ 293 and $ 241 at June 30, 2026 and September 30, 2025, respectively.

These accruals may potentially be applicable in the event of an unfavorable outcome of uncertain tax positions.

3 unchanged sentences

The Company has evaluated the impact of the OBBBA, and does not expect the provisions of the new legislation will have a material impact on the Company's consolidated financial statements.

The Company expects the provisions of the legislation will have a favorable impact on fiscal 2026 cash tax payments.

The provisions of the legislation have had a favorable impact on fiscal 2026 cash tax payments.

The Company is currently under examination in several tax jurisdictions and remains subject to examination until the statute of limitations expires for those tax jurisdictions.

As of March 31, 2026, the tax years that remain subject to examination by major jurisdictions generally are:

As of June 30, 2026, the tax years that remain subject to examination by major jurisdictions generally are:

United States – Federal 2019, 2020, 2022 and forward

20 unchanged sentences

Activity prior to May 1, 2025 for the SGK Business is included within the consolidated financial statements of the Company.

As of May 1, 2025 the SGK Business has been deconsolidated from the financial statements and is now accounted for as part of the Company's equity-method investment in Propelis.

See Notes 7, "Investments" and 16, "Acquisitions and Divestitures" for further information.

18 unchanged sentences

Segment Information (continued)

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Memorialization Industrial Technologies Brand Solutions (1)

17 unchanged sentences

Capital expenditures 3,293 773 — 4,066

Six Months Ended March 31, 2026

Nine Months Ended June 30, 2026

Memorialization Industrial Technologies Brand Solutions (1)

15 unchanged sentences

Capital expenditures 9,730 2,791 150 12,671

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Memorialization Industrial Technologies Brand Solutions (1)

18 unchanged sentences

Segment Information (continued)

Six Months Ended March 31, 2025

Nine Months Ended June 30, 2025

Memorialization Industrial Technologies Brand Solutions (1)

16 unchanged sentences

(2) Amounts do not include certain non-cash and/or non-recurring items that do not contribute directly to management's evaluation of its operating results (as described further in the reconciliation of adjusted EBITDA in the table below) and also exclude depreciation, amortization and stock-based compensation expense.

(3) The three and six months ended March 31, 2026 includes the Company's portion of depreciation, intangible amortization, interest expense, and other items incurred by Propelis (see Note 7, "Investments" for further information with respect to the equity-method investment in Propelis).

(4) Total assets represent amounts at March 31, 2026 and 2025, respectively.

(3) The three and nine months ended June 30, 2026 includes the Company's portion of depreciation, intangible amortization, interest expense, and other items incurred by Propelis (see Note 7, "Investments" for further information with respect to the equity-method investment in Propelis).

(4) Total assets represent amounts at June 30, 2026 and 2025, respectively.

A reconciliation of adjusted EBITDA to income (loss) before income taxes and net income (loss) follows:

Three Months Ended March 31, Six Months Ended March 31,

Three Months Ended June 30, Nine Months Ended June 30,

2026 2025 2026 2025

5 unchanged sentences

( 15,333 ) ( 10,315 ) ( 36,977 ) ( 16,303 )

Gain (loss) on divestitures, net ( 3,945 ) ( 2,072 ) 109,264 ( 2,072 )

Gain on divestitures, net 234 57,103 109,498 55,031

Highly inflationary accounting losses (primarily non-cash) (3)

11 unchanged sentences

(Loss) income before income taxes ( 23,643 ) 58,864 32,724 41,390

Income tax benefit (provision) 6,217 2,728 ( 34,572 ) 5,086

Income tax provision ( 46 ) ( 43,477 ) ( 34,618 ) ( 38,391 )

Net (loss) income $ ( 23,689 ) $ 15,387 $ ( 1,894 ) $ 2,999

4 unchanged sentences

(2) Includes certain non-recurring costs associated with commercial, operational and cost-reduction initiatives, and costs associated with global ERP system integration efforts.

Also includes legal costs related to an ongoing dispute with Tesla, which totaled $ 2,175 and $ 1,757 for the three months ended March 31, 2026 and 2025, respectively, and $ 11,172 and $ 8,624 for the six months ended March 31, 2026 and 2025, respectively (see Note 18, "Legal Matters").

Fiscal 2025 includes costs related to the Company's 2025 contested proxy which totaled $ 4,538 for the three months ended March 31, 2025 and $ 4,902 for the six months ended March 31, 2025.

Fiscal 2025 includes net gains on the sales of certain significant property and other assets of $ 8,655 for the six months ended March 31, 2025.

Fiscal 2025 also includes loss recoveries totaling $ 1,170 for the six months ended March 31, 2025 which were related to a previously disclosed theft of funds by a former employee initially identified in fiscal 2015.

Also includes litigation costs related to an ongoing dispute with Tesla, which totaled $ 7,772 and $ 5,795 for the three months ended June 30, 2026 and 2025, respectively, and $ 18,944 and $ 14,419 for the nine months ended June 30, 2026 and 2025, respectively (see Note 18, "Legal Matters").

Fiscal 2025 includes costs related to the Company's 2025 contested proxy which totaled $ 207 for the three months ended June 30, 2025 and $ 5,109 for the nine months ended June 30, 2025.

Fiscal 2025 includes net gains on the sales of certain significant property and other assets of $ 8,655 for the nine months ended June 30, 2025.

Fiscal 2025 also includes loss recoveries totaling $ 538 for the three months ended June 30, 2025 and $ 1,708 for the nine months ended June 30, 2025 which were related to a previously disclosed theft of funds by a former employee initially identified in fiscal 2015.

(3) Represents exchange losses associated with highly inflationary accounting related to certain Turkish subsidiaries which were recently divested (see Note 2, "Basis of Presentation").

4 unchanged sentences

Please note that GAAP pension and postretirement expense or the adjustment above are not necessarily indicative of the current or future cash flow requirements related to these employee benefit plans.

(5) Includes fees for receivables sold under the RPA and factoring arrangements totaling $ 382 and $ 1,145 for the three months ended March 31, 2026 and 2025, respectively, and $ 1,050 and $ 2,317 for the six months ended March 31, 2026 and 2025, respectively.

(5) Includes fees for receivables sold under the RPA and factoring arrangements totaling $ 380 and $ 974 for the three months ended June 30, 2026 and 2025, respectively, and $ 1,430 and $ 3,291 for the nine months ended June 30, 2026 and 2025, respectively.

(6) Represents the Company's portion of depreciation, intangible amortization, interest expense, and other items incurred by Propelis (see Note 7, "Investments" for further information with respect to the equity-method investment in Propelis).

* Depreciation and amortization was $ 8,041 and $ 7,170 for the Memorialization segment, $ 2,966 and $ 5,644 for the Industrial Technologies segment, and $ 501 and $ 699 for Corporate and Non-Operating, for the three months ended March 31, 2026 and 2025, respectively.

Depreciation and amortization was $ 16,188 and $ 14,372 for the Memorialization segment, $ 6,444 and $ 11,318 for the Industrial Technologies segment, $ 609 and $ 13,578 for the Brand Solutions segment, and $ 963 and $ 1,467 for Corporate and Non-Operating, for the six months ended March 31, 2026 and 2025, respectively.

Depreciation and amortization was $ 4,718 for the Brand Solutions segment for the three months ended March 31, 2026.

** Acquisition costs, ERP system integration costs, and strategic initiatives and other charges were $ 380 and $ 2,410 for the Memorialization segment, $ 2,739 and $ 192 for the Industrial Technologies segment, income of $ 91 and charges of $ 416 for the Brand Solutions segment, and $ 3,560 and $ 16,056 for Corporate and Non-Operating, for the three months ended March 31, 2026 and 2025, respectively.

Acquisition costs, ERP system integration costs, and strategic initiatives and other charges were $ 449 and $ 3,713 for the Memorialization segment, $ 13,092 and $ 4,311 for the Industrial Technologies segment, $ 3,402 and $ 1,130 for the Brand Solutions segment, and $ 6,013 and $ 11,112 for Corporate and Non-Operating, for the six months ended March 31, 2026 and 2025, respectively.

† Strategic initiatives and other items includes charges for exit and disposal activities (including severance and other employee termination benefits) totaling expenses of $ 782 and income of $ 2,471 for the three months ended March 31, 2026 and 2025, respectively, and expenses of $ 2,305 and income of $ 1,305 for the six months ended March 31, 2026 and 2025, respectively.

* Depreciation and amortization was $ 7,985 and $ 7,394 for the Memorialization segment, $ 3,105 and $ 5,489 for the Industrial Technologies segment, and $ 564 and $ 596 for Corporate and Non-Operating, for the three months ended June 30, 2026 and 2025, respectively.

Depreciation and amortization was $ 24,173 and $ 21,766 for the Memorialization segment, $ 9,549 and $ 16,807 for the Industrial Technologies segment, $ 609 and $ 15,935 for the Brand Solutions segment, and $ 1,527 and $ 2,063 for Corporate and Non-Operating, for the nine months ended June 30, 2026 and 2025, respectively.

Depreciation and amortization was $ 2,357 for the Brand Solutions segment for the three months ended June 30, 2025.

** Acquisition costs, ERP system integration costs, and strategic initiatives and other charges were $ 1 and $ 552 for the Memorialization segment, $ 13,239 and $ 9,079 for the Industrial Technologies segment, $ 126 and $ 1,692 for the Brand Solutions segment, and $ 2,304 and income of $ 10,481 for Corporate and Non-Operating, for the three months ended June 30, 2026 and 2025, respectively.

Acquisition costs, ERP system integration costs, and strategic initiatives and other charges were $ 450 and $ 4,265 for the Memorialization segment, $ 26,331 and $ 13,390 for the Industrial Technologies segment, $ 3,621 and $ 2,822 for the Brand Solutions segment, and $ 8,224 and $ 631 for Corporate and Non-Operating, for the nine months ended June 30, 2026 and 2025, respectively.

† Strategic initiatives and other items includes charges for exit and disposal activities (including severance and other employee termination benefits) totaling expenses of $ 6,722 and $ 2,438 for the three months ended June 30, 2026 and 2025, respectively, and expenses of $ 9,027 and $ 1,133 for the nine months ended June 30, 2026 and 2025, respectively.

Refer to Note 10, "Restructuring" for further details.

Acquisitions and Divestitures

In December 2025, the Company completed the sale of its interests in Matthews Automation Solutions, LLC, a Delaware limited liability company and wholly-owned subsidiary of Matthews, and certain related assets to Duravant LLC.

The total cash consideration was $ 224,798 , subject to post-closing adjustments.

1 unchanged sentence

As of the date of the disposal transaction, the divested business had current assets and non-current assets of $ 21,381 and $ 62,174 , respectively, and current liabilities and non-current liabilities of $ 19,612 and $ 3,067 , respectively.

Income (loss) before income taxes for the divested business was a loss of $ 926 for the six months ended March 31, 2026, and income of $ 1,078 and $ 1,278 for the three and six months ended March 31, 2025, respectively.

Income (loss) before income taxes for the divested business was a loss of $ 926 for the nine months ended June 30, 2026, and income of $ 2,519 and $ 3,797 for the three and nine months ended June 30, 2025, respectively.

On August 3, 2026, as part of a post-closing adjustment, the Company and Duravant finalized a working capital adjustment reducing net purchase price and pre-tax gain by $ 1,471 .

In December 2025, the Company completed the sale of its European roto-gravure packaging and tooling and flexographic print businesses to the local management of those businesses.

Total consideration from these divestitures was $ 41,009 , consisting of $ 13,658 of cash received at closing, $ 3,831 of cash received subsequent to closing, $ 3,922 of remaining deferred purchase price, principally due within 180 days of closing, seller financing of $ 7,660 , and liabilities assumed by the buyers (principally assumed debt and pension obligations) of $ 11,938 , and the transactions resulted in a pre-tax loss of $ 38,385 ($ 39,332 after-tax).

Total consideration from these divestitures was $ 41,009 , consisting of $ 13,658 of cash received at closing, $ 4,081 of cash received subsequent to closing, $ 3,672 of remaining deferred purchase price, seller financing of $ 7,660 , and liabilities assumed by the buyers (principally assumed debt and pension obligations) of $ 11,938 , and the transactions resulted in a pre-tax loss of $ 38,135 ($ 39,082 after-tax).

In October 2025, the Company completed a small acquisition within the Industrial Technologies segment for a purchase price of $ 524 .

6 unchanged sentences

Annual sales for this business were approximately $ 43,000 prior to the acquisition.

The preliminary purchase price allocation was not finalized as of March 31, 2026 and remains subject to change as the Company obtains additional information related to working capital and other intangibles assets.

The Company finalized the allocation of the purchase price in the third quarter of fiscal 2026, resulting in adjustments to working capital, property, plant and equipment and other intangibles assets.

On May 1, 2025, the Company contributed its SGK Business to a newly-formed entity, Propelis, in exchange for 40 % of the common equity of Propelis, a $ 50,000 preferred equity investment in Propelis, and cash proceeds of $ 228,004 (net of $ 22,996 of divested cash).

13 unchanged sentences

$ 387,537 $ 100,024 $ — $ 487,561

Divestitures — ( 57,471 ) — ( 57,471 )

Divestiture (1)

— ( 57,471 ) — ( 57,471 )

Translation and other adjustments 8,841 ( 107 ) — 8,734

Net goodwill at March 31, 2026

Net goodwill at June 30, 2026

$ 396,378 $ 42,446 $ — $ 438,824

The net goodwill balances at March 31, 2026 and September 30, 2025 included $ 44,867 and $ 45,673 of accumulated impairment losses, respectively.

Accumulated impairment losses at March 31, 2026 were $ 5,000 and $ 39,867 for the Memorialization and Industrial Technologies segments, respectively.

(1) Fiscal 2026 divestiture reflects the sale of the warehouse automation business.

The net goodwill balances at June 30, 2026 and September 30, 2025 included $ 44,867 and $ 45,673 of accumulated impairment losses, respectively.

Accumulated impairment losses at June 30, 2026 were $ 5,000 and $ 39,867 for the Memorialization and Industrial Technologies segments, respectively.

Accumulated impairment losses at September 30, 2025 were $ 5,000 and $ 40,673 for the Memorialization and Industrial Technologies segments, respectively.

In fiscal 2026 divestitures reflect the sale of the warehouse automation business.

The Company performed its annual impairment review of goodwill and indefinite-lived intangible assets in the second quarter of fiscal 2026 (January 1, 2026) and determined that the estimated fair values for all goodwill reporting units exceeded their carrying values, and, therefore, no impairment charges were necessary at such time.

2 unchanged sentences

Goodwill and Other Intangible Assets (continued)

The following tables summarize the carrying amounts and related accumulated amortization for intangible assets as of March 31, 2026 and September 30, 2025, respectively.

The following tables summarize the carrying amounts and related accumulated amortization for intangible assets as of June 30, 2026 and September 30, 2025, respectively.

Amount Accumulated

Amortization Net

March 31, 2026

June 30, 2026

Indefinite-lived trade names $ 30,540 $ — $ 30,540

9 unchanged sentences

$ 248,466 $ ( 142,508 ) $ 105,958

The net change in intangible assets during the six months ended March 31, 2026 primarily reflected the divestitures of the warehouse automation and European roto-gravure packaging and tooling and flexographic print businesses, the impact of foreign currency fluctuations during the period and additional amortization.

Amortization expense on intangible assets was $ 2,674 and $ 4,280 for the three-month periods ended March 31, 2026 and 2025, respectively.

Amortization expense on intangible assets was $ 5,640 and $ 12,888 for the six months ended March 31, 2026 and 2025, respectively.

The fiscal 2026 decrease in intangible amortization reflected lower amortization following the Company's fiscal 2025 divestiture of its interest in the SGK Business.

The net change in intangible assets during the nine months ended June 30, 2026 primarily reflected the divestitures of the warehouse automation and European roto-gravure packaging and tooling and flexographic print businesses, the impact of foreign currency fluctuations during the period and additional amortization.

Amortization expense on intangible assets was $ 2,503 and $ 3,474 for the three-month periods ended June 30, 2026 and 2025, respectively.

Amortization expense on intangible assets was $ 8,143 and $ 16,362 for the nine months ended June 30, 2026 and 2025, respectively.

The fiscal 2026 decrease in intangible amortization reflected lower amortization following the Company's fiscal 2026 and 2025 divestitures.

Amortization expense is estimated to be $ 1,109 for the remainder of fiscal 2026, $ 8,756 in 2027, $ 7,268 in 2028, $ 6,589 in 2029 and $ 6,179 in 2030.

9 unchanged sentences

The Company already has approved replacement parts, and thus the injunction has not materially impeded its operations or sales.

Tesla has moved to confirm the injunction before the United States District Court for the Northern District of California.

The Company has opposed Tesla’s petition to confirm the injunction as premature and has in the alternative cross-moved for an order partially vacating the injunction.

In response to Tesla's motion to confirm the injunction, on May 27, 2026, the United States District Court for the Northern District of California issued a ruling confirming, in part, a portion of the interim decision but also remanding the interim decision for further specificity in compliance with Federal Rule 65(d).

Additional phases of the arbitration remain pending.

4 unchanged sentences

The Company maintains the claims are without merit and intends to vigorously defend itself against the allegations as the confidential arbitration proceeds.

In addition, the Company is also pursuing counterclaims against Tesla.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

12 unchanged sentences

In connection with the sale of the Company's interest in the SGK Business, the Company has agreed to provide certain administrative services for Propelis under a Transitional Services Agreement (the “TSA”).

The services provided under the TSA include ERP system access and related information technology support;

tax, treasury and accounting support;

transactional processing such as, invoicing, collections, cash application, purchasing, payroll and payment processing;

and certain other services.

The services that continue to be provided under the TSA include accounting support and certain other services.

Services previously provided under the TSA included ERP system access and related information technology support;

tax and treasury support;

and transactional processing such as, invoicing, collections, cash application, purchasing, payroll and payment processing.

The Company receives an administrative support fee from Propelis for providing these ongoing services.

Such administrative support fees are intended to approximate the underlying cost of providing such services for Propelis.

During the three and six-month periods ended March 31, 2026, the Company recognized $ 1,415 and $ 3,910 , respectively, of administrative support fees under the TSA, which were included as a component of administrative expense.

Sales to and purchases from Propelis were immaterial for the three and six-month periods ended March 31, 2026.

Amounts due from Matthews to Propelis totaled $ 5,284 as of March 31, 2026, which reflected net transactional amounts pending settlement under the TSA.

During the three and nine-month periods ended June 30, 2026, the Company recognized $ 828 and $ 4,738 , respectively, of administrative support fees under the TSA, which were included as a component of administrative expense.

Sales to and purchases from Propelis were immaterial for the three and nine-month periods ended June 30, 2026.

Amounts due from Matthews to Propelis totaled $ 246 as of June 30, 2026, which reflected net transactional amounts pending settlement under the TSA.

Such amounts were included as a component of trade accounts payable.

1 unchanged sentence

Such amounts were included as a component of accounts receivable.

Subsequent Event

On July 29, 2026, Joseph C.

Bartolacci, the Company’s President and Chief Executive Officer, informed the Company of his decision to retire as President and Chief Executive Officer and resign as a director of the Company.

The Board extends its gratitude to Mr.

Bartolacci for his many years of service to Matthews.

The Board has initiated a succession process to select a successor to Mr.

The Company intends for Mr.

Bartolacci to continue to serve as President and Chief Executive Officer of Matthews and remain a member of the Board until his successor is duly appointed and commences service to the Company.

Bartolacci will continue to support the transition of the new President and Chief Executive Officer at least through January 1, 2027.

Management's Discussion and Analysis of Financial Condition and Results of Operations

27 unchanged sentences

Activity prior to May 1, 2025 for the SGK Business is included within the consolidated financial statements of the Company.

As of May 1, 2025 the SGK Business has been deconsolidated from the financial statements and is now accounted for as part of the Company's equity-method investment in Propelis.

For the six months ended March 31, 2026, the Company's portion of earnings (losses) for its equity-method investment in Propelis includes the months from July 2025 through December 2025.

For the nine months ended June 30, 2026, the Company's portion of earnings (losses) for its equity-method investment in Propelis includes the months from July 2025 through March 2026.

See Notes 7, "Investments" and 16, "Acquisitions and Divestitures" in Item 1 - "Financial Statements" for further information.

12 unchanged sentences

Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

The following table sets forth the sales and adjusted EBITDA for the Company's three reporting segments for the three and six-month periods ended March 31, 2026 and 2025.

The following table sets forth the sales and adjusted EBITDA for the Company's three reporting segments for the three and nine-month periods ended June 30, 2026 and 2025.

Refer to Note 15, "Segment Information" in Item 1 - "Financial Statements" for the Company's financial information by segment.

Net loss was $21.8 million compared to a net loss of $8.9 million for the three months ended March 31, 2026 and 2025, respectively, and net income was $21.8 million compared to a net loss of $12.4 million for the six months ended March 31, 2026 and 2025, respectively.

Net loss was $23.7 million compared to net income of $15.4 million for the three months ended June 30, 2026 and 2025, respectively, and net loss was $1.9 million compared to net income of $3.0 million for the nine months ended June 30, 2026 and 2025, respectively.

Refer to "Non-GAAP Financial Measures" below for a reconciliation of net income to adjusted EBITDA.

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2026 2025 2026 2025

13 unchanged sentences

See the "Non-GAAP Financial Measures" section below.

Sales for the six months ended March 31, 2026 were $543.4 million, compared to $829.5 million for the six months ended March 31, 2025.

Sales for the nine months ended June 30, 2026 were $789.4 million, compared to $1.18 billion for the nine months ended June 30, 2025, a decrease of $389.5 million.

The decrease in fiscal 2026 sales primarily reflected a sales reduction of $284.9 million resulting from the divestiture of the Company's interest in the SGK Business on May 1, 2025.

Additionally, other recent acquisitions and divestitures had a net unfavorable impact of $60.5 million on fiscal 2026 sales compared to the prior year (see Acquisitions and Divestitures below).

The fiscal 2026 change in sales also reflected lower sales in the Industrial Technologies segment.

The fiscal 2026 change in sales also reflected lower sales in the Industrial Technologies segment, discussed below.

On a consolidated basis, changes in foreign currency exchange rates were estimated to have a favorable impact of $8.2 million on fiscal 2026 sales compared to the prior year.

Memorialization segment sales for the first six months of fiscal 2026 were $419.4 million, compared to $396.1 million for the first six months of fiscal 2025.

The sales increase principally reflected inflationary price realization and the favorable impact of the fiscal 2025 acquisition of The Dodge Company (see Acquisitions and Divestitures below).

Memorialization segment sales for the first nine months of fiscal 2026 were $627.5 million, an increase of $27.7 million, compared to $599.8 million for the first nine months of fiscal 2025.

The sales increase principally reflected the favorable impact of the fiscal 2025 acquisition of The Dodge Company (see Acquisitions and Divestitures below) and inflationary price realization.

These increases were partially offset by lower sales of caskets, cremation equipment, mausoleums, and cemetery memorials.

Changes in foreign currency exchange rates had a favorable impact of $2.0 million on the segment's sales compared to the prior year.

Industrial Technologies segment sales were $112.4 million for the first six months of fiscal 2026, compared to $161.4 million for the first six months of fiscal 2025.

Industrial Technologies segment sales were $150.3 million for the first nine months of fiscal 2026, compared to $249.3 million for the first nine months of fiscal 2025.

The decrease in sales reflected lower sales of purpose-built engineered products (primarily energy storage solutions for the electric vehicle market and coating and converting equipment), the impact of divesting the Company's warehouse automation and tooling businesses in December 2025 (see Acquisitions and Divestitures below), and lower tooling sales for the fiscal 2026 period prior to the divestiture.

These declines were partially offset by higher product identification sales, and increased sales of warehouse automation solutions for the fiscal 2026 period prior to the divestiture.

Fiscal 2026 sales for the Industrial Technologies segment were impacted by customer delays impacting the timing of projects within the energy storage business.

Fiscal 2026 sales for the Industrial Technologies segment continued to be impacted by customer delays impacting the timing of projects within the energy storage and converting markets .

Changes in foreign currency exchange rates had a favorable impact of $6.2 million on the segment's sales compared to the prior year.

In the Brand Solutions segment, sales for the first six months of fiscal 2026 were $11.6 million, compared to $272.0 million for the first six months of fiscal 2025.

In the Brand Solutions segment, sales for the first nine months of fiscal 2026 were $11.6 million, compared to $329.7 million for the first nine months of fiscal 2025.

The decrease in sales primarily reflected the divestiture of the Company's interest in the SGK Business on May 1, 2025, and the divestitures of the Company's European roto-gravure packaging and flexographic print businesses in December 2025 (see Acquisitions and Divestitures below).

Fiscal 2026 segment sales reflected sales for the European packaging and print businesses for the period prior to the divestitures.

Gross profit for the six months ended March 31, 2026 was $201.7 million, compared to $269.8 million for the same period a year ago.

Gross profit for the nine months ended June 30, 2026 was $289.8 million, compared to $391.8 million for the same period a year ago.

The decrease in gross profit reflected a reduction of $67.4 million resulting from the fiscal 2025 divestiture of the Company's interest in the SGK Business.

The gross profit decline also reflected the impact of higher material, labor, and other production costs, lower sales and margins on engineered products, and the impact of divesting the Company's warehouse automation and European roto-gravure packaging and tooling and flexographic print businesses in December 2025.

Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

decreases were partially offset by the impact of improved price realization, benefits from the realization of productivity improvements and other cost-reduction initiatives, and the favorable impact of the fiscal 2025 acquisition of The Dodge Company.

Gross profit also included acquisition integration costs and other charges primarily in connection with cost-reduction initiatives totaling $1.8 million and $338,000 for the six months ended March 31, 2026 and 2025, respectively.

Selling and administrative expenses for the six months ended March 31, 2026 were $210.9 million, compared to $243.2 million for the same period last year.

Consolidated selling and administrative expenses, as a percent of sales, were 38.8% for the six months ended March 31, 2026, compared to 29.3% for the same period last year.

Selling and administrative expenses in fiscal 2026 reflected benefits from ongoing cost-reduction initiatives, and a $37.4 million reduction in selling and administrative expenses from the fiscal 2025 divestiture of the Company's interest in the SGK Business, partially offset by higher compensation costs.

Selling and administrative expenses included legal costs related to an ongoing dispute with Tesla, Inc.

("Tesla") totaling $11.2 million in fiscal 2026 and $8.6 million in fiscal 2025 (see Legal Matters below).

Selling and administrative expenses included activist shareholder/contested proxy costs totaling $2.5 million in fiscal 2026 and $4.9 million in fiscal 2025.

Selling and administrative expenses included fees for receivables sold under a receivables purchase agreement and factoring arrangement totaling $1.1 million in fiscal 2026 and $2.3 million in fiscal 2025.

Fiscal 2026 selling and administrative expenses included $11.6 million of equity-method losses for the Company's equity-method investment in Propelis.

See Note 7, "Investments" in Item 1 - "Financial Statements" for further information.

Fiscal 2025 selling and administrative expenses included $11.5 million of expenses related to the fiscal 2025 divestiture of the Company's interest in the SGK Business, $8.7 million of net gains on the sales of certain significant property and other assets, and a $2.1 million loss on a small divestiture in the Industrial Technologies segment.

Selling and administrative expenses also included acquisition integration and related systems-integration costs, and other charges primarily in connection with certain commercial, operational and cost-reduction initiatives totaling $7.4 million in fiscal 2026, compared to $4.7 million in fiscal 2025.

Intangible amortization for the six months ended March 31, 2026 was $5.6 million, compared to $12.9 million for the six months ended March 31, 2025.

The fiscal 2026 decrease in intangible amortization primarily reflected lower amortization following the Company's fiscal 2025 divestiture of its interest in the SGK Business.

During the first six months of fiscal 2026, the Company recognized $109.3 million of net pre-tax gains on divestitures (see Acquisitions and Divestitures below).

Adjusted EBITDA for the six months ended March 31, 2026 was $80.0 million, compared to $91.4 million for the six months ended March 31, 2025.

Memorialization segment adjusted EBITDA was $87.8 million for the first six months of fiscal 2026, compared to $81.7 million for the first six months of fiscal 2025.

The increase in segment adjusted EBITDA reflected the impact of improved price realization, benefits from productivity initiatives, and the favorable impact of the fiscal 2025 acquisition of The Dodge Company.

These increases were partially offset by the impact of higher material, labor, and other production costs.

Adjusted EBITDA for the Industrial Technologies segment was a loss of $7.8 million for the six months ended March 31, 2026 compared to income of $7.9 million for the six months ended March 31, 2025.

The decrease in segment adjusted EBITDA reflected the impact of lower sales and margins on engineered products, lower product identification margins, the impact of divesting the Company's warehouse automation business in December 2025, and unfavorable sales mix for warehouse automation solutions for the fiscal 2026 period prior to the divestiture.

These declines were partially offset by benefits from cost-reduction initiatives and lower performance-based compensation compared to fiscal 2025.

Adjusted EBITDA for the Brand Solutions segment was $22.3 million for the first six months of fiscal 2026, compared to $27.9 million for the same period a year ago.

The decrease in segment adjusted EBITDA primarily reflected a reduction of $28.3 million resulting from the fiscal 2025 divestiture of the Company's interest in the SGK Business, partially offset by the inclusion of the Company's portion (40% ownership interest) of Propelis' adjusted EBITDA, which totaled $22.4 million in fiscal 2026.

See Notes 7, "Investments" and 16, "Acquisitions and Divestitures" in Item 1 - "Financial Statements" for further information.

Interest expense for the first six months of fiscal 2026 was $24.7 million, compared to $31.5 million for the same period during the last fiscal year.

The decrease in interest expense reflected lower average borrowing levels and lower average interest rates in the current fiscal year.

During the second quarter of fiscal 2026, the Company recognized $16.3 million of debt extinguishment charges in connection with the redemption of the Company's 2027 Senior Secured Notes (see Liquidity and Capital Resources below).

Other income (deductions), net, for the six months ended March 31, 2026 represented an increase in pre-tax income of $3.0 million, compared to an increase in pre-tax income of $2.5 million for the same period last year.

Other income (deductions), net includes investment income, banking-related fees and the impact of currency gains and losses on certain intercompany debt and foreign denominated cash balances.

Fiscal 2026 other income (deductions), net included $2.5 million of paid-in-kind interest income related to the Company's preferred equity investment in Propelis.

Fiscal 2025 other income (deductions), net included loss recoveries totaling $1.2 million which were related to a previously disclosed theft of funds by a former employee initially identified in fiscal 2015.

Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

Income tax provisions for the Company's interim periods are based on the effective income tax rate expected to be applicable for the full year.

The Company's consolidated income taxes for the first six months of fiscal 2026 represented an expense of $34.6 million, compared to a benefit of $5.1 million for the first six months of fiscal 2025.

The Company’s fiscal 2026 six month effective tax rate varied from the U.S.

The Company’s fiscal 2025 six month effective tax rate varied from the U.S.

statutory tax rate of 21.0% primarily due to state taxes, tax credits, non-tax benefited foreign losses, and other net discrete tax benefits.

Legal Matters

Refer to Note 18, "Legal Matters" in Item 1 - "Financial Statements" for information regarding the settlement of a contractual licensing matter within the Memorialization segment, and details related to an ongoing dispute with Tesla.

Related Party Transactions

Refer to Note 19, "Related Party Transactions" in Item 1 - "Financial Statements" for information regarding transactions with Propelis.

NON-GAAP FINANCIAL MEASURES:

Included in this report are measures of financial performance that are not defined by GAAP.

The Company uses certain non-GAAP financial measures to assist in comparing its performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect the Company’s core operations including acquisition and divestiture costs, gains and losses on divestitures, ERP system integration costs, strategic initiatives and other charges (which includes non-recurring charges related to certain commercial and operational initiatives and exit activities), stock-based compensation and the non-service portion of pension and postretirement expense.

Management believes that presenting non-GAAP financial measures is useful to investors because it (i) provides investors with meaningful supplemental information regarding financial performance by excluding certain items that management believes do not directly reflect the Company's core operations, (ii) permits investors to view performance using the same tools that management uses to budget, forecast, make operating and strategic decisions, and evaluate historical performance, and (iii) otherwise provides supplemental information that may be useful to investors in evaluating the Company’s results.

The Company believes that the presentation of these non-GAAP financial measures, when considered together with the corresponding GAAP financial measures and the reconciliations to those measures, provided herein, provides investors with an additional understanding of the factors and trends affecting the Company’s business that could not be obtained absent these disclosures.

The Company believes that adjusted EBITDA provides relevant and useful information, which is used by the Company’s management in assessing the performance of its business.

Adjusted EBITDA is defined by the Company as earnings before interest, income taxes, depreciation, amortization and certain non-cash and/or non-recurring items that do not contribute directly to management’s evaluation of its operating results.

These items include stock-based compensation, the non-service portion of pension and postretirement expense, acquisition and divestiture costs, gains and losses on divestitures, ERP system integration costs, and strategic initiatives and other charges.

In addition, adjusted EBITDA does not include depreciation, intangible amortization, interest expense and other items incurred by Propelis.

Adjusted EBITDA provides the Company with an understanding of earnings before the impact of investing and financing charges and income taxes, and the effects of certain acquisition and divestiture and ERP system integration costs, and items that do not reflect the ordinary earnings of the Company’s operations.

This measure may be useful to an investor in evaluating operating performance.

It is also useful as a financial measure for lenders and is used by the Company’s management to measure business performance.

Adjusted EBITDA is not a measure of the Company's financial performance under GAAP and should not be considered as an alternative to net income or other performance measures derived in accordance with GAAP, or as an alternative to cash flow from operating activities as a measure of the Company's liquidity.

The Company's definition of adjusted EBITDA may not be comparable to similarly titled measures used by other companies.

The gross profit decline also reflected the impact of lower sales and margins on engineered products, higher tariffs, higher material, labor, and other production costs, and the impact of divesting the Company's warehouse automation and European roto-gravure packaging and tooling and flexographic print businesses in December 2025.

These decreases were partially offset by the impact of improved price realization, benefits from the realization

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-Q

Item 1. Financial Statements