Form 8-K

8-K — MATTHEWS INTERNATIONAL CORP

Accession: 0000063296-26-000098

Filed: 2026-10-01

Period: 2026-09-28

CIK: 0000063296

SIC: 3360 (NONFERROUS FOUNDRIES (CASTINGS))

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — matw-20260928.htm (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

____________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 28, 2026

____________________________________________________________

MATTHEWS INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

____________________________________________________________

Pennsylvania 0-09115 25-0644320

(State or other jurisdiction of (Commission (I.R.S. Employer

Incorporation or organization) File Number) Identification No.)

Two Northshore Center, Pittsburgh, PA 15212-5851

(Address of principal executive offices) (Zip Code)

(412) 442-8200

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

_____________________________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Class A Common Stock, $1.00 par value MATW Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On September 28, 2026, each of Katherine E. Dietze and Morgan K. O’Brien, directors of Matthews International Corporation (the “Company”), notified the Board of Directors of the Company (the “Board”) that they will not stand for re-election at the Company’s 2027 annual meeting of shareholders (the “2027 Meeting”). Neither Ms. Dietze’s nor Mr. O’Brien’s decision to not stand for re-election is the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. In connection with the ongoing simplification of the Company’s operations and business portfolio and the Company’s cost-reduction initiatives, the Board has determined to reduce its size from ten to eight members, effective immediately following the 2027 Meeting.

Item 7.01 Regulation FD Disclosure

On October 1, 2026, the Company issued a press release announcing the decisions of Ms. Dietze and Mr. O’Brien not to stand for re-election as members of the Board at the 2027 Meeting and the Board’s determination to reduce the size of the Board immediately following the 2027 Meeting. A copy of the press release is furnished hereto as Exhibit 99.1.

The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing of Matthews under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Forward-looking Information

Any forward-looking statements contained in this Current Report on Form 8-K are included pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions or strategies of Matthews regarding the future, and may be identified by the use of words such as “expects,” “believes,” “intends,” “projects,” “anticipates,” “estimates,” “plans,” “seeks,” “forecasts,” “predicts,” “objective,” “targets,” “potential,” “outlook,” “may,” “will,” “could” or the negative of these terms, other comparable terminology and variations thereof. Such forward-looking statements involve known and unknown risks and uncertainties that may cause the Company's actual results in future periods to be materially different from management's expectations, and no assurance can be given that such expectations will prove correct. Factors that could cause the Company's results to differ materially from the results discussed in such forward-looking statements principally include risks to our ability to achieve the anticipated benefits of the joint venture transaction with Peninsula Parent LLC, d.b.a. Propelis Group ("Propelis"), changes in domestic or international economic conditions, changes in foreign currency exchange rates, changes in interest rates, changes in the cost of materials used in the manufacture of the Company's products, including changes in costs due to adjustments to tariffs or supply chain disruptions, any impairment of goodwill or intangible assets, environmental liability and limitations on the Company’s operations due to environmental laws and regulations, disruptions to certain services, such as telecommunications, network server maintenance, cloud computing or transaction processing services, provided to the Company by third-parties, changes in mortality and cremation rates, changes in product demand or pricing as a result of consolidation in the industries in which the Company operates, or other factors such as labor shortages or labor cost increases, changes in product demand or pricing as a result of domestic or international competitive pressures, ability to achieve cost-reduction objectives, unknown risks in connection with the Company's acquisitions, divestitures, and business combinations, cybersecurity concerns and costs arising with management of cybersecurity threats, effectiveness of the Company's internal controls, compliance with domestic and foreign laws and regulations, technological factors beyond the Company's control, impact of pandemics or similar outbreaks, or other disruptions to our industries, customers, or supply chains, the impact of global conflicts, such as the current war between Russia and Ukraine and hostilities in the Middle East, and conflicts and related sanctions or trade restrictions involving Venezuela, the Company's plans and expectations with respect to the exploration, and contemplated execution, of various strategies with respect to its portfolio of businesses, the Company's plans and expectations with respect to the composition of its Board of Directors, and other factors described in the Company's Form 10-K for the fiscal year ended September 30, 2025 and other periodic filings with the SEC. In addition, although the Company does not currently have any customers that would be considered individually significant to consolidated sales, changes in the distribution of the Company's products or the potential loss of one or more of the Company's larger customers are also considered risk factors. Matthews cautions that the foregoing list of important factors is not all inclusive. Readers are also cautioned not to place undue reliance on any forward-looking statements, which reflect management's analysis only as of the date of this report, even if subsequently made available by Matthews on its website or otherwise. Matthews does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of Matthews to reflect events or circumstances occurring after the date of this report unless required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number Description

99.1

Press Release, dated October 1, 2026 issued by Matthews International Corporation.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MATTHEWS INTERNATIONAL CORPORATION

(Registrant)

By: /s/ Michael J. Whitehead

Name: Michael J. Whitehead

Title: President and Chief Executive Officer

Date: October 1, 2026

EX-99.1 — EX-99.1 PRESS RELEASE

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NEWS RELEASE

Matthews International Corporation

Corporate Office

Two NorthShore Center

Pittsburgh, PA 15212-5851

Phone: (412) 442-8200

October 1, 2026 Contact: Daniel E. Stopar

Chief Financial Officer and Treasurer

MATTHEWS INTERNATIONAL CORPORATION ANNOUNCES BOARD RIGHT-SIZING SUPPORTED

BY TWO LONG-TENURED DIRECTORS

PITTSBURGH, PENNSYLVANIA, OCTOBER 1, 2026 - Matthews International Corporation (NASDAQ GSM: MATW) (“Matthews” and/or the “Company”) today announced that Katherine E. Dietze and Morgan K. O’Brien, each a long-serving member of the Company's Board of Directors (the “Board”), have informed the Board that they will not stand for re-election at the Company's 2027 Annual Meeting of Shareholders (the “2027 Meeting”). Their decision reflects their support for the Company's strategic direction, the appointment of Michael J. Whitehead (“Mr. Whitehead”) as the new President & Chief Executive Officer of the Company, and the Board's ongoing governance initiative to reduce its size from ten to eight directors, creating a more streamlined Board structure to more closely align with Matthews' next phase of growth.

J. Michael Nauman (“Mr. Nauman”), the Company’s Chairman of the Board, commented:

"Katherine and Morgan have, for many years, been trusted advisors whose experience, judgment, and commitment have helped shape Matthews' success. Just as importantly, they have demonstrated that same commitment in supporting the Board's ongoing refreshment efforts and the leadership transition currently underway. Their decision to support a smaller, more focused Board reflects the thoughtful stewardship, dedication, and long-term perspective that have characterized their service as Directors, and we are grateful for their continued confidence in the Company's future."

This step builds on several recent transformational actions initiated by the Board and management team to drive increased shareholder value:

•Since 2023, the Company has refreshed its Board by appointing five new Directors. Such refreshment efforts by the Board have been focused on targeted skill sets and professional experience in potential growth areas of Matthews;

•Beginning in 2024, the Company commenced an extensive strategic initiative plan which ultimately resulted in the following divestitures:

◦SGK Brand Solutions into the Propelis joint venture in May 2025;

◦The Company’s European packaging business in December 2025; and

◦The Company’s warehouse automation business in December 2025.

•The Company has continued to pursue various strategic and tuck-in acquisitions within its Memorialization business segment, highlighted by the acquisition of The Dodge Company, Inc., an embalming fluid company, in May 2025;

•In 2026, the Company adopted various corporate governance enhancements, including:

◦Board declassification;

◦Adoption of majority voting standards in uncontested elections of directors; and

◦Removal of the supermajority vote requirements for the amendment of the Company’s Articles of Incorporation.

•In Fiscal Year 2026, the Company initiated a comprehensive restructuring effort of its engineering operations in Europe, generating expected projected annual cost-savings of approximately $10 million beginning in Fiscal Year 2027;

•Effective at the Company’s 2026 annual shareholders meeting, Matthews appointed Mr. Nauman as the new Chairman of the Company’s Board of Directors; and

•Effective August 31, 2026, the Company appointed Mr. Whitehead as President and Chief Executive Officer, succeeding long-time President & Chief Executive Officer Joseph C. Bartolacci.

Under the leadership of Mr. Whitehead as Matthews’ new President & Chief Executive Officer and Mr. Nauman as Chairman of the Board, the Company has continued its focus on executing its key strategic priorities related to its core businesses and its most profitable operations. The Company expects to provide additional information regarding these initiatives in the coming months.

About Matthews International Corporation

Matthews International Corporation operates through two core global businesses – Industrial Technologies and Memorialization. Both are focused on driving operational efficiency and long-term growth through continuous innovation and strategic expansion. The Industrial Technologies segment evolved from our original marking business, which today is a leading global innovator committed to empowering visionaries to transform industries through the application of precision technologies and intelligent processes. The Memorialization segment is a leading provider of memorialization products, including memorials, caskets, and cremation and incineration equipment, primarily to cemetery and funeral home customers that help families move from grief to remembrance. In addition, the Company also has a significant investment in Propelis, a brand solutions business formed through the merger of SGK and SGS & Co. Propelis delivers integrated solutions including brand creative, packaging, print solutions, branded environments, and content production. Matthews International has over 4,300 employees in 15 countries on four continents that are committed to delivering the highest quality products and services.

Forward-looking Information

Any forward-looking statements contained in this release are included pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions or strategies of the Company regarding the future, including statements regarding strategic priorities, cost-savings initiatives, future Board composition, and other matters, and may be identified by the use of words such as “expects,” “believes,” “intends,” “projects,” “anticipates,” “estimates,” “plans,” “seeks,” “forecasts,” “predicts,” “objective,” “targets,” “potential,” “outlook,” “may,” “will,” “could” or the negative of these terms, other comparable terminology and variations thereof. Such forward-looking statements involve known and unknown risks and uncertainties that may cause the Company’s actual results in future periods to be materially different from management’s expectations, and no assurance can be given that such expectations will prove correct. Factors that could cause the Company's results to differ materially from the results discussed in such forward-looking statements principally include risks to our ability to achieve the anticipated benefits of the joint venture transaction with Peninsula Parent LLC, d.b.a. Propelis Group (“Propelis”), changes in domestic or international economic conditions, changes in foreign currency exchange rates, changes in interest rates, changes in the cost of materials used in the manufacture of the Company's products, including changes in costs due to adjustments to tariffs or supply chain disruptions, any impairment of goodwill or intangible assets, environmental liability and limitations on the Company’s operations due to environmental laws and regulations, disruptions to certain services, such as telecommunications, network server maintenance, cloud computing or transaction processing services, provided to the Company by third-parties, changes in mortality and cremation rates, changes in product demand or pricing as a result of consolidation in the industries in which the Company operates, or other factors such as labor shortages or labor cost increases, changes in product demand or pricing as a result of domestic or international competitive pressures, ability to achieve cost-reduction objectives, unknown risks in connection with the Company's acquisitions, divestitures, and business combinations, cybersecurity concerns and costs arising with management of cybersecurity threats, effectiveness of the Company's internal controls, compliance with domestic and foreign laws and regulations, technological factors beyond the Company's control, impact of pandemics or similar outbreaks, or other disruptions to our industries, customers, or supply chains, the impact of global conflicts, such as the current war between Russia and Ukraine and hostilities in the Middle East, and conflicts and related sanctions or trade restrictions involving Venezuela, the Company's plans and expectations with respect to its exploration, and contemplated execution, of various strategies with respect to its portfolio of businesses, the Company's plans and expectations with respect to its Board, and other factors described in the Company’s Annual Report on Form 10-K and other periodic filings with the U.S. Securities and Exchange Commission.

The Company does not incorporate the information contained on, or accessible through, its corporate website into this press release.

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