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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

____________________________________________________________

FORM 10-Q

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

For the Quarterly Period Ended ~~June~~December 3031, 2025

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

For the Transition Period from _____ to _____

Commission File No. 0-09115

____________________________________________________________

MATTHEWS INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

____________________________________________________________


Pennsylvania						25-0644320
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer 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)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ý

As of ~~June~~December 3031, 2025, shares of common stock outstanding were: Class A Common Stock 3031,~~790~~126,~~906~~081 shares.

PART I ‑ FINANCIAL INFORMATION

Item 1. Financial Statements

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited)

(Dollar amounts in thousands)

June 30, 2025

September 30, 2024

December 31, 2025

September 30, 2025

ASSETS

Current assets:

Cash and cash equivalents

2031,~~383~~357

4032,~~816~~433

Accounts receivable, net

~~158~~115,~~891~~476

~~205~~132,~~984~~940

Inventories, net

~~210~~192,~~539~~378

~~237~~202,~~888~~827

Contract assets

78111,~~062~~366

92107,~~969~~147

Other current assets

4838,~~404~~566

5444,~~886~~821

Total current assets

~~516~~489,~~279~~143

~~632~~520,~~543~~168

Investments

~~285~~287,~~398~~118

23288,~~076~~637

Property, plant and equipment, net

~~230~~191,~~665~~255

~~279~~224,~~499~~575

Operating lease right-of-use assets

4947,~~577~~039

6051,~~499~~610

Deferred income taxes

85,~~184~~802

6,~~548~~435

Goodwill

~~516~~431,~~050~~794

~~697~~487,~~123~~561

Other intangible assets, net

8393,~~840~~762

~~126~~105,~~026~~958

Other non-current assets

156,~~972~~953

9,~~576~~498

Total assets

1,~~705~~552,~~965~~866

1,~~834~~694,~~890~~442

LIABILITIES

Current liabilities:

Long-term debt, current maturities

67,~~379~~271

67,~~853~~230

Current portion of operating lease liabilities

1716,~~529~~075

2217,~~617~~186

Trade accounts payable

9894,~~123~~677

~~108~~98,~~362~~462

Accrued rebates

17,~~749~~828

2318,~~766~~185

Accrued compensation

3425,~~674~~414

8836,~~781~~408

Accrued income taxes

736,~~636~~910

79,~~522~~293

Contract liabilities

71,~~903~~532

287,~~723~~447

Other current liabilities

~~120~~125,~~757~~146

~~148~~156,~~151~~269

Total current liabilities

~~310~~324,~~750~~853

~~434~~350,~~775~~480

Long-term debt

~~696~~529,~~120~~756

~~769~~703,~~614~~602

Operating lease liabilities

33,~~699~~253

4036,~~073~~099

Deferred income taxes

5967,135

4555,~~688~~967

Other non-current liabilities

9254,~~429~~653

~~107~~67,~~534~~352

Total liabilities

1,~~192~~009,~~133~~650

1,~~397~~213,~~684~~500

SHAREHOLDERS' EQUITY

Shareholders' equity-Matthews:

Common stock

36,334

Additional paid-in capital

~~151~~139,~~753~~979

~~159~~154,~~497~~617

Retained earnings

~~601~~600,~~007~~502

~~623~~565,~~063~~278

Accumulated other comprehensive loss

(7750,~~728~~204)

(~~168~~78,~~742~~010)

Treasury stock, at cost

(~~197~~183,~~534~~395)

(~~212~~197,~~994~~277)

Total shareholders' equity-Matthews

513,832

437,158

Total shareholders' equity

543,216

480,942

Noncontrolling interests

—

Total liabilities and shareholders' equity

1,552,866

1,694,442

Total shareholders' equity

513,832

437,206

Total liabilities and shareholders' equity

1,705,965

1,834,890

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

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(Dollar amounts in thousands, except per share data)

	Three Months EndedJune 30,				Nine Months EndedJune 30,
			Three Months EndedDecember 31,
	~~2025~~		~~2024~~		2025		2024
Sales	$	~~349,377~~	$	~~427,833~~	$	1284,~~178,848~~763	$	1401,~~349,042~~842
Cost of sales	~~(227,421)~~		~~(295,996)~~		(~~787~~185,~~088~~090)		(~~936~~276,~~670~~150)
Gross profit	~~121,956~~		~~131,837~~		~~391~~99,~~760~~673		~~412~~125,~~372~~692
Selling expense	~~(16,058)~~		~~(36,012)~~		(8731,~~887~~108)		(~~106~~34,~~460~~857)
Administrative expense	~~(84,336)~~		~~(80,086)~~		(~~257~~81,~~801~~284)		(~~240~~76,~~664~~553)
Intangible amortization	~~(3,474)~~		~~(9,037)~~		(162,~~362~~966)		(278,~~791~~608)
Gain on sale of SGK Business	57,103		—		57,103		—
Gain on divestitures, net					113,209		—
Operating profit	~~75,191~~		~~6,702~~		8697,~~813~~524		375,~~457~~674
Interest expense	~~(15,830)~~		~~(12,780)~~		(4714,~~377~~633)		(3615,~~901~~682)
Other income (deductions), net	~~(497)~~		~~(974)~~		1,~~954~~527		(24,~~732)~~178
Income (loss) before income taxes	~~58,864~~		~~(7,052)~~		4184,~~390~~418		(25,~~176~~830)
Income tax (provision) benefit	~~(43,477)~~		~~8,829~~		(3840,~~391~~789)		102,~~677~~358
Net income	15,387		1,777		2,999		8,501
Net income (loss)					$	43,629	$	(3,472)
Net loss attributable to noncontrolling interests	—		—		—		—
Earnings (loss) per share:
Net income attributable to Matthews shareholders	$	15,387	$	1,777	$	2,999	$	8,501
Basic					$	1.39	$	(0.11)
Earnings per share attributable to Matthews shareholders:
Diluted					$	1.39	$	(0.11)
Basic	$	0.50	$	0.06	$	0.10	$	0.28
Diluted	$	0.49	$	0.06	$	0.10	$	0.27

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

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)

(Dollar amounts in thousands)

	Three Months Ended June 30,
	Three Months Ended December 31,
	Matthews				Noncontrolling Interest				Total
	2025		2024
	2025		2024		2025		2024		2025		2024
Net income (loss):	$	43,629	$	(3,472)
Net income:	$	15,387	$	1,777	$	—	$	—	$	15,387	$	1,777
Other comprehensive income (loss) ("OCI"), net of tax:
Foreign currency translation adjustment	9829,~~801~~339		(~~970~~14,611)		—		—		~~98,801~~		~~(970)~~
Pension plans and other postretirement benefits	44(1,337)		(~~234~~353)		—		—		44		~~(234)~~
Unrecognized (loss) gain on cash flow hedges:
Net change from periodic revaluation	(~~1,195~~47)		~~105~~2,565		—		—		~~(1,195)~~		~~105~~
Net amount reclassified to earnings	(~~204~~149)		(~~506~~350)		—		—		~~(204)~~		~~(506)~~
Net change in unrecognized loss on cash flow hedges	(1,399)		(401)		—		—		(1,399)		(401)
Net change in unrecognized (loss) gain on cash flow hedges	(196)		2,215
OCI, net of tax	9727,~~446~~806		(112,~~605~~749)		—		—		~~97,446~~		~~(1,605)~~
Comprehensive income	$	112,833	$	172	$	—	$	—	$	112,833	$	172
Comprehensive income (loss)	$	71,435	$	(16,221)

	Nine Months Ended June 30,
	Matthews				Noncontrolling Interest				Total
	2025		2024		2025		2024		2025		2024
Net income:	$	2,999	$	8,501	$	—	$	—	$	2,999	$	8,501
OCI, net of tax:
Foreign currency translation adjustment	92,542		4,689		—		22		92,542		4,711
Pension plans and other postretirement benefits	(378)		(596)		—		—		(378)		(596)
Unrecognized (loss) gain on cash flow hedges:
Net change from periodic revaluation	(408)		(2,301)		—		—		(408)		(2,301)
Net amount reclassified to earnings	(742)		(1,497)		—		—		(742)		(1,497)
Net change in unrecognized (loss) gain on cash flow hedges	(1,150)		(3,798)		—		—		(1,150)		(3,798)
OCI, net of tax	91,014		295		—		22		91,014		317
Comprehensive income	$	94,013	$	8,796	$	—	$	22	$	94,013	$	8,818

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

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

for the three ~~and nine~~ months ended ~~June~~December 3031, 2025 and 2024 (Unaudited)

(Dollar amounts in thousands, except per share data)

	Shareholders' Equity
	CommonStock		AdditionalPaid-inCapital		RetainedEarnings		AccumulatedOtherComprehensive(Loss) Income		TreasuryStock		~~Non-controllingInterests~~		Total
Balance, September 30, 2024	$	36,334	$	159,497	$	623,063	$	(168,742)	$	(212,994)	$	48	$	437,206
Balance, September 30, 2025	$	36,334	$	154,617	$	565,278	$	(78,010)	$	(197,277)			$	480,942
Net loss	—		—		(3,472)		—		—		—		(3,472)
Net income	—		—		43,629		—		—				43,629
Minimum pension liability	—		—		—		(~~353~~1,337)		—		—		(~~353~~1,337)
Translation adjustment	—		—		—		~~(14~~29,~~611)~~339		—		—		~~(14~~29,~~611)~~339
Fair value of cash flow hedges	—		—		—		~~2,215~~(196)		—		—		~~2,215~~(196)
Total comprehensive loss													(16,221)
Total comprehensive income													71,435
Stock-based compensation	—		4,~~979~~407		—		—		—		—		4,~~979~~407
Purchase of 171,101 shares of treasury stock	—		—		—		—		(4,275)		—		(4,275)
Purchase of 206,123 shares of treasury stock	—		—		—		—		(5,163)				(5,163)
Issuance of 537,295 shares of treasury stock	—		(19,888)		—		—		19,888		—		—
Issuance of 536,360 shares of treasury stock	—		(19,045)		—		—		19,045				—
Dividends	—		—		(8,~~233~~405)		—		—		—		(8,~~233~~405)
Balance, December 31, 2024	$	36,334	$	144,588	$	611,358	$	(181,491)	$	(197,381)	$	48	$	413,456
Balance, December 31, 2025	$	36,334	$	139,979	$	600,502	$	(50,204)	$	(183,395)			$	543,216
Net loss	—		—		(8,916)		—		—		—		(8,916)
Minimum pension liability	—		—		—		(69)		—		—		(69)
Translation adjustment	—		—		—		8,352		—		—		8,352
Fair value of cash flow hedges	—		—		—		(1,966)		—		—		(1,966)
Total comprehensive loss													(2,599)
Stock-based compensation	—		6,018		—		—		—		—		6,018
Purchase of 5,866 shares of treasury stock	—		—		—		—		(151)		—		(151)
Issuance of 45,803 shares of treasury stock	—		(1,684)		—		—		1,684		—		—
Dividends	—		—		(8,484)		—		—		—		(8,484)
Balance, 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)
Balance, June 30, 2025	$	36,334	$	151,753	$	601,007	$	(77,728)	$	(197,534)	$	—	$	513,832


	Shareholders' Equity
	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Treasury Stock		Non- controlling Interests		Total
Balance, September 30, 2024	$	36,334	$	159,497	$	623,063	$	(168,742)	$	(212,994)	$	48	$	437,206
Net loss	—		—		(3,472)		—		—		—		(3,472)
Minimum pension liability	—		—		—		(353)		—		—		(353)
Translation adjustment	—		—		—		(14,611)		—		—		(14,611)
Fair value of cash flow hedges	—		—		—		2,215		—		—		2,215
Total comprehensive loss													(16,221)
Stock-based compensation	—		4,979		—		—		—		—		4,979
Purchase of 171,101 shares of treasury stock	—		—		—		—		(4,275)		—		(4,275)
Issuance of 537,295 shares of treasury stock	—		(19,888)		—		—		19,888		—		—

Dividends	—		—		(8,233)		—		—		—		(8,233)


Balance, December 31, 2024	$	36,334	$	144,588	$	611,358	$	(181,491)	$	(197,381)	$	48	$	413,456

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

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY, Continued

for the three and nine months ended June 30, 2025 and 2024 (Unaudited)

(Dollar amounts in thousands, except per share data)

	Shareholders' Equity
	CommonStock		AdditionalPaid-inCapital		RetainedEarnings		AccumulatedOtherComprehensive(Loss) Income		TreasuryStock		Non-controllingInterests		Total
Balance, September 30, 2023	$	36,334	$	168,211	$	714,727	$	(174,404)	$	(219,200)	$	(387)	$	525,281
Net loss	—		—		(2,303)		—		—		—		(2,303)
Minimum pension liability	—		—		—		(80)		—		—		(80)
Translation adjustment	—		—		—		11,685		—		22		11,707
Fair value of cash flow hedges	—		—		—		(4,881)		—		—		(4,881)
Total comprehensive income													4,443
Stock-based compensation	—		4,651		—		—		—		—		4,651
Purchase of 465,953 shares of treasury stock	—		—		—		—		(17,185)		—		(17,185)
Issuance of 678,750 shares of treasury stock	—		(25,356)		—		—		25,356		—		—
Dividends	—		—		(8,381)		—		—		—		(8,381)
Transactions with non-controlling interest	—		(412)		—		—		—		412		—
Balance, December 31, 2023	$	36,334	$	147,094	$	704,043	$	(167,680)	$	(211,029)	$	47	$	508,809
Net income	—		—		9,027		—		—		—		9,027
Minimum pension liability	—		—		—		(282)		—		—		(282)
Translation adjustment	—		—		—		(6,026)		—		—		(6,026)
Fair value of cash flow hedges	—		—		—		1,484		—		—		1,484
Total comprehensive income													4,203
Stock-based compensation	—		4,327		—		—		—		—		4,327
Purchase of 1,029 shares of treasury stock	—		—		—		—		(35)		—		(35)
Issuance of 28,878 shares of treasury stock	—		(1,077)		—		—		1,077		—		—
Dividends	—		—		(7,957)		—		—		—		(7,957)
Balance, March 31, 2024	$	36,334	$	150,344	$	705,113	$	(172,504)	$	(209,987)	$	47	$	509,347
Net income	—		—		1,777		—		—		—		1,777
Minimum pension liability	—		—		—		(234)		—		—		(234)
Translation adjustment	—		—		—		(970)		—		—		(970)
Fair value of cash flow hedges	—		—		—		(401)		—		—		(401)
Total comprehensive income													172
Stock-based compensation	—		5,331		—		—		—		—		5,331
Purchase of 114,666 shares of treasury stock	—		—		—		—		(3,305)		—		(3,305)
Issuance of 2,431 shares of treasury stock	—		(91)		—		—		91		—		—
Dividends	—		—		(7,853)		—		—		—		(7,853)
Balance, June 30, 2024	$	36,334	$	155,584	$	699,037	$	(174,109)	$	(213,201)	$	47	$	503,692

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

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Dollar amounts in thousands)

	Nine Months EndedJune 30,
	Three Months EndedDecember 31,
	2025		2024
Cash flows from operating activities:
Net income	$	2,999	$	8,501
Net income (loss)	$	43,629	$	(3,472)
Adjustments to reconcile net income to net cash flows from operating activities:
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation and amortization	5612,~~571~~696		7022,~~441~~504
Stock-based compensation expense	194,~~838~~407		144,~~309~~979
Deferred tax expense (benefit)	15,852		(24,269)
Deferred tax benefit	(61)		—
Gain on sale of assets, net	(~~10,062~~713)		(~~453~~9,572)
Gain on sale of SGK Business	(57,103)		—
Gain on divestitures, net	(113,209)		—
Loss on other divestitures	2,072		—
Equity and other investment losses (gains)	983		(24)
Changes in working capital items	~~(50~~1,~~559)~~519		(2939,~~154~~170)
Decrease in other non-current assets	126,~~881~~539		146,~~490~~996
Decrease in other non-current liabilities	(1510,~~512~~111)		(128,~~334~~814)
Other operating activities, net	~~(10~~2,~~858)~~329		1,~~805~~564
Net cash (used in) provided by operating activities	(33,881)		43,336
Net cash used in operating activities	(51,992)		(25,009)
Cash flows from investing activities:
Capital expenditures	(265,~~390~~257)		(339,~~180~~532)
Acquisitions, net of cash acquired	(~~57,842~~524)		(52,~~825~~218)
Proceeds from sale of assets	143,~~927~~476		—13,249
Proceeds from sale of SGK Business	228,004		—
Proceeds from divestitures	240,168		—
Proceeds from other divestitures	2,049		—
Other investing activities, net	(420)		(63)
Investments and advances	(7,436)		(825)
Net cash provided by investing activities	237,443		1,436
Other investing activities, net	(63)		1,199
Net cash provided by (used in) investing activities	153,249		(38,631)
Cash flows from financing activities:
Proceeds from long-term debt	~~928~~202,~~355~~981		~~714~~250,~~414~~996
Payments on long-term debt	(~~998~~374,~~647~~981)		(~~686~~219,~~634~~047)
Purchases of treasury stock	(125,~~122~~163)		(204,~~525~~275)
Dividends	(249,~~740~~474)		(249,~~063~~237)
Proceeds from net investment hedges	14,990		17,416
Net cash (used in) provided by financing activities	(186,637)		18,437
Payments on net investment hedges	(37,092)		—
Effect of exchange rate changes on cash	110		(2,167)
Acquisition holdback and deferred purchase price payments	(10,184)		—
Net change in cash and cash equivalents	(1,076)		(7,303)
Payments of debt issuance costs	—		(4,704)
Cash and cash equivalents at beginning of year	32,433		40,816
Net cash used in financing activities	(139,440)		(4,096)
Cash and cash equivalents at end of period	$	31,357	$	33,513
Effect of exchange rate changes on cash	(361)		35
Net change in cash and cash equivalents	(20,433)		644
Cash and cash equivalents at beginning of year	40,816		42,101
Cash and cash equivalents at end of period	$	20,383	$	42,745

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

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~June~~December 3031, 2025

(Dollar amounts in thousands, except per share data)

Note 1. Nature of Operations

Matthews International Corporation ("Matthews" or the "Company"), founded in 1850 and incorporated in Pennsylvania in 1902, is a global provider of memorialization products, industrial technologies and brand solutions. The Company manages its businesses under three segments: Memorialization, Industrial Technologies and Brand Solutions. Memorialization products consist primarily of bronze and granite memorials and other memorialization products, caskets, cremation-related products, and cremation and incineration equipment primarily for the cemetery and funeral home industries. Industrial Technologies includes product identification, and the design, manufacturing, service and sales of high-tech custom energy storage solutions;. ~~product~~The ~~identification~~segment ~~and~~historically provided warehouse automation technologies and solutions, including order fulfillment systems for identifying, tracking, picking and conveying consumer and industrial products;, and coating and converting lines for the packaging, pharma, foil, décor and tissue industries. Brand Solutions ~~consists~~historically ofprovided brand management, pre-media services, printing plates and cylinders, imaging services, digital asset management, merchandising display systems, and marketing and design services primarily for the consumer goods and retail industries. On May 1, 2025, the Company contributed the vast majority of its Brand Solutions segment (the "SGK Business") to a newly-formed entity, Propelis Group (“Propelis”), in exchange for a 40% ownership interest in Propelis and other consideration. Propelis is expected to be a leading global provider of brand solutions. Following the completion of this transaction, the Company's Brand Solutions segment consists of its printing plates and cylinders business, and its 40% ownership interest in Propelis. See Notes 6, "Investments" and 15, "Acquisitions and Divestitures" for further information with respect to the Company's sale of its interest in the SGK Business.

AsOn May 1, 2025, the Company contributed the vast majority of ~~June 30~~its Brand Solutions segment (the "SGK Business") to a newly-formed entity, Peninsula Parent LLC, d.b.a. Propelis Group (“Propelis”), in exchange for a 40% ownership interest in Propelis and other consideration. Propelis is a leading global provider of brand solutions. In December 2025, the Company ~~had~~sold ~~facilities~~its European roto-gravure packaging and tooling and flexographic print businesses to the local management of those businesses in ~~North~~exchange ~~America~~for cash and other consideration. On December 31, ~~Europe~~2025, ~~Asia~~the Company sold its warehouse automation business for cash and other consideration. Following the completion of these transactions, ~~Australia~~the Company's Industrial Technologies segment consists of product identification, and ~~Central~~the ~~America~~design, manufacturing, service and sales of high-tech custom energy storage solutions, and the Company's Brand Solutions segment consists of its 40% ownership interest in Propelis. See Notes 7, "Investments" and 16, "Acquisitions and Divestitures" for further information.

As of December 31, 2025, the Company had facilities in North America, Europe, Asia, Australia, and Central America.

Note 2. Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") for interim financial information for commercial and industrial companies and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. 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 nine~~ months ended ~~June~~December 3031, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, ~~2025~~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, ~~2024~~2025. The consolidated financial statements include all domestic and foreign subsidiaries in which the Company maintains an ownership interest and has operating control and any variable interest entities for which the Company is the primary beneficiary. Investments in certain companies over which the Company ~~exerts~~has the ability to exert significant influence, but ~~does~~ not control the financial and operating decisions, are accounted for as equity method investments. Investments in certain companies over which the Company does not exert significant influence are accounted for as cost method investments. All intercompany accounts and transactions have been eliminated. 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. 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, in fiscal 2026, the Company's portion of earnings for its equity-method investment in Propelis includes the months of July, August and September 2025. See Note 67, "Investments" for further information with respect to the equity-method investment in Propelis.

The Company applies highly inflationary accounting for subsidiaries when the cumulative inflation rate for a three-year period meets or exceeds 100 percent. ~~Effective~~The ~~April 1, 2022, the~~ Company ~~has~~ applied highly inflationary accounting to its Turkish subsidiaries effective April 1, 2022 and through December 2025, at which time these subsidiaries were divested. Under highly inflationary accounting, the financial statements of these subsidiaries ~~are~~were remeasured into the Company's reporting currency (U.S. dollar) and exchange gains and losses from the remeasurement of monetary assets and liabilities are reflected in current earnings, rather than accumulated other comprehensive loss on the Consolidated Balance Sheets, until such time as the applicable economy is no longer considered highly inflationary. As of June 30, 2025 and September 30, 2024, the Company had net monetary assets related to its Turkish subsidiaries of $7,306 and $5,327, respectively. Exchange losses related to highly inflationary accounting totaled $325 and $1,036 for the three and nine months ended June 30, 2025, respectively, and $185 and $895 for the three and nine months ended and June 30, 2024, respectively. Such amounts were included in the Consolidated Statements of Income within other income (deductions), net.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 2. Basis of Presentation (continued)

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 and $191 for the three months ended December 31, 2025 and December 31, 2024, respectively. Such amounts were included in the Consolidated Statements of Income within other income (deductions), net.

New Accounting Pronouncements:

Issued

In ~~November~~December ~~2024~~2025, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. ~~2024~~2025-0311, ~~Income~~Interim ~~Statement—~~Reporting ~~Comprehensive Income—Expense Disaggregation Disclosures~~ (~~Subtopic~~Topic ~~220-40~~270): ~~which~~Narrow-Scope ~~improves~~Improvements. ~~financial~~The ~~reporting~~amendments byin ~~requiring~~this ~~disclosure~~ASU ofaim ~~specified~~to ~~information~~clarify ~~about~~existing ~~certain~~requirements, ~~costs~~not ~~and~~to ~~expenses~~change oninterim andisclosure ~~annual~~obligations, and ~~interim~~introduce ~~basis~~a ~~for~~disclosure ~~all~~principle ~~public~~requiring entities, ~~including~~to ~~enhanced~~report ~~disaggregation~~material ~~disclosures.~~events ~~The~~occurring ~~ASU~~since isthe ~~effective~~end ~~for~~of ~~annual~~the ~~periods~~last ~~for~~annual ~~the~~reporting ~~Company~~period. ~~beginning~~The inASU ~~fiscal~~is ~~year~~effective ~~2028,~~for annual and interim periods beginning in fiscal year 2029. The Company is in the process of assessing the impact this ASU will have on its consolidated financial statements.

In ~~December~~November ~~2023~~2025, the FASB issued ASU No. ~~2023~~2025-09, ~~Income~~Derivatives ~~Taxes~~and Hedging (Topic ~~740~~815): ~~which~~Hedge ~~enhances~~Accounting Improvements. Among other provisions, the ~~transparency~~amendments ~~and~~in ~~decision~~this ~~usefulness~~ASU expand the hedged risks permitted to be aggregated in a group of ~~income~~individual ~~tax~~forecasted ~~disclosures~~transactions ~~including~~in ~~rate~~a ~~reconciliations~~cash flow hedge, and ~~income~~eliminate ~~taxes~~the ~~paid~~recognition ~~among~~and ~~other~~presentation ~~tax~~mismatch ~~disclosures~~related to a dual hedge strategy. The ASU is effective for annual ~~periods~~and ~~for~~interim ~~the~~periods ~~Company~~ beginning in fiscal year ~~2026~~2028. The Company is in the process of assessing the impact this ASU will have on its consolidated financial statements.

In ~~November~~September ~~2023~~2025, the FASB issued ASU No. ~~2023~~2025-0706, ~~Segment~~Intangibles—Goodwill ~~Reporting~~and Other—Internal-Use Software (~~Topic~~Subtopic ~~280~~350-40). ~~which~~The ~~improves~~amendments ~~financial~~in ~~reporting~~this byASU ~~requiring~~remove ~~disclosure~~all ofreferences ~~incremental~~to ~~segment~~prescriptive ~~information~~and onsequential ansoftware ~~annual~~development stages and ~~interim~~now ~~basis~~require ~~for all public~~ entities, ~~including~~to ~~enhanced~~begin ~~disclosures~~capitalizing ~~about~~software ~~significant~~costs ~~segment~~once ~~expenses.~~management ~~The~~has ~~amendments~~authorized inand ~~this~~committed ~~ASU~~to dofunding ~~not affect~~ the ~~recognition,~~software ~~measurement~~project, orand ~~financial~~when ~~statement~~it ~~presentation~~is ofprobable ~~expenses,~~that ~~but~~the project will ~~require~~be ~~increased~~completed ~~disclosures~~and inthe ~~annual~~software ~~and~~will ~~interim~~fulfill ~~financial~~its ~~statements~~intended purpose. The ASU is effective for annual ~~periods for the Company beginning in fiscal year 2025,~~ and interim periods beginning in fiscal year ~~2026~~2029. The ~~adoption~~Company ~~of this ASU~~ is ~~not~~in ~~expected~~the toprocess ~~have~~of aassessing ~~material~~the impact onthis ~~the~~ASU ~~Company's consolidated financial statements, but~~ will ~~require~~have ~~modified~~on ~~disclosures~~its ~~effective~~consolidated ~~for~~financial ~~annual periods beginning in fiscal year 2025~~statements.

In ~~October~~July ~~2023~~2025, the FASB issued ASU No. ~~2023~~2025-0605, ~~Disclosure~~Financial ~~Improvements.~~Instruments—Credit ~~The~~Losses ~~amendments~~(Topic in326) ~~this~~which ~~update~~provides ~~affect~~all ~~the~~entities ~~presentation~~with ~~and disclosure of~~ a ~~variety~~practical ofexpedient ~~topics~~that inassumes ~~the~~that ~~Accounting~~current ~~Standards~~conditions ~~Codification,~~as ~~and~~of ~~align them with~~ the ~~Securities~~balance ~~and~~sheet ~~Exchange~~date ~~Commission~~do ~~("SEC")~~not ~~regulations.~~change ~~The~~for ~~effective~~the ~~date~~remaining life of the ~~amendments~~asset ofwhen ~~this~~estimating ~~ASU~~expected ~~will~~credit belosses ~~determined~~ for ~~each~~current ~~individual~~accounts ~~disclosure~~receivable ~~based~~and oncurrent ~~the~~contract ~~effective~~assets ~~date~~arising ~~of the SEC’s removal of the related disclosure~~ from ~~Regulation~~transactions ~~S-X~~accounted orfor ~~Regulation~~under ~~S-K~~Topic 606. IfThe ~~the~~ASU ~~SEC~~is ~~has~~effective ~~not~~for ~~removed~~annual ~~the~~and ~~applicable~~interim ~~requirements~~periods ~~from~~beginning ~~Regulation~~in ~~S-X~~fiscal oryear ~~Regulation S-K by June 30,~~ 2027,. ~~then~~The ~~this~~Company ~~ASU~~is ~~will~~in ~~not~~the ~~become~~process ~~effective.~~of ~~The~~assessing ~~adoption~~the ofimpact this ASU iswill ~~not expected to~~ have ~~a material impact~~ on ~~the~~its ~~Company's~~ consolidated financial statements.

In 9November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) which improves financial reporting by requiring disclosure of specified information about certain costs and expenses on an annual and interim basis for all public entities, including enhanced disaggregation disclosures. The ASU is effective for annual periods for the Company beginning in fiscal year 2028, and interim periods beginning in fiscal year 2029. The Company is in the process of assessing the impact this ASU will have on its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) which enhances the transparency and decision usefulness of income tax disclosures including rate reconciliations and income taxes paid among other tax disclosures. The ASU is effective for annual periods for the Company beginning in fiscal year 2026. The adoption of this ASU is not expected to have a material impact on the Company's consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 2. Basis of Presentation (continued)

In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements. The amendments in this update affect the presentation and disclosure of a variety of topics in the Accounting Standards Codification, and align them with the Securities and Exchange Commission ("SEC") regulations. The effective date of the amendments of this ASU will be determined for each individual disclosure based on the effective date of the SEC’s removal of the related disclosure from Regulation S-X or Regulation S-K. If the SEC has not removed the applicable requirements from Regulation S-X or Regulation S-K by June 30, 2027, then this ASU will not become effective. The adoption of this ASU is not expected to have a material impact on the Company's consolidated financial statements.

Adopted

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) which improves financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities, including enhanced disclosures about significant segment expenses. The ASU was effective for annual periods for the Company beginning in fiscal year 2025, and interim periods beginning in fiscal year 2026. The adoption of this ASU in the fourth quarter of fiscal 2025 did not affect the recognition, measurement, or financial statement presentation of expenses, but did result in expanded segment information disclosures, as reflected in Note 15, "Segment Information."

Note 3. Revenue Recognition

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 nine~~ months ended ~~June~~December 3031, 2025 and 2024 were as follows:

Memorialization

Industrial Technologies

Brand Solutions

Consolidated

Three Months Ended June 30,

Three Months Ended December 31,

2025

2024

2025

2024

2025

2024

2025

2024

North America

~~194~~195,~~959~~532

~~192~~181,~~575~~389

3228,~~886~~414

3331,~~526~~452

~~24,996~~—

6261,~~960~~802

~~252~~223,~~841~~946

~~289~~274,~~061~~643

Central and South America (1)

—

~~451~~—

1,~~641~~122

~~451~~—

1,~~641~~122

Europe

5,~~717~~495

75,~~496~~866

5339,~~372~~248

5647,~~558~~669

246,~~303~~904

5049,~~671~~487

8351,~~392~~647

~~114~~103,~~725~~022

Australia

3,~~052~~148

23,~~593~~231

—

~~713~~—

2,~~235~~367

3,~~765~~148

45,~~828~~598

Asia

—

1,~~643~~353

1,~~647~~412

74,~~285~~669

1516,~~931~~045

86,~~928~~022

17,~~578~~457

Total Sales

~~203~~204,~~728~~175

~~202~~190,~~664~~486

8769,~~901~~015

9180,~~731~~533

5711,~~748~~573

~~133~~130,~~438~~823

~~349~~284,~~377~~763

~~427~~401,~~833~~842

	Memorialization				Industrial Technologies				Brand Solutions				Consolidated
	Nine Months Ended June 30,				Nine Months Ended June 30,				Nine Months Ended June 30,				Nine Months Ended June 30,
	2025		2024		2025		2024		2025		2024		2025		2024
North America	$	573,335	$	601,793	$	95,196	$	99,482	$	159,175	$	188,832	$	827,706	$	890,107
Central and South America (1)	—		—		—		—		3,089		4,203		3,089		4,203
Europe	17,674		23,374		149,758		214,913		124,120		153,534		291,552		391,821
Australia	8,825		7,724		—		—		5,318		6,559		14,143		14,283
Asia	—		—		4,315		4,846		38,043		43,782		42,358		48,628
Total Sales	$	599,834	$	632,891	$	249,269	$	319,241	$	329,745	$	396,910	$	1,178,848	$	1,349,042

(1) Following the contribution of the SGK Business to Propelis in the third quarter of fiscal 2025, the Company no longer had operations in South America.

Revenue recognized using the over time method accounted for approximately 1411% and 1312% of revenue for the three months ended ~~June 30,~~ ~~2025 and 2024, respectively and 13% and 17% of revenue for the nine months ended June~~December 3031, 2025 and 2024, respectively. As of ~~June~~December 3031, 2025 and September 30, ~~2024~~2025, the Company had net contract assets for projects recognized using the over time method totaling $70109,~~159~~834 and $6499,~~246~~700, respectively, which primarily represent unbilled revenues, net of deferred revenues related to customer deposits and progress billings. Net contract assets at ~~June~~December 3031, 2025 and September 30, ~~2024~~2025 predominantly related to ongoing projects with Tesla, Inc. ("Tesla"). Unbilled revenues are generally expected to be invoiced upon the attainment of certain contractual conditions and milestones. The Company's ~~largest~~continues to perform according to the general terms and conditions of its contractual arrangements with Tesla. Customer delays within the energy storage ~~customer~~business have impacted the timing of projects, and consequently, have resulted in invoicing delays for this business.

109

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 4. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three level fair value hierarchy is used to prioritize the inputs used in valuations, as defined below:



			Level 1:			Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets.
			Level 2:			Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
			Level 3:			Unobservable inputs for the asset or liability.

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

	June 30, 2025								September 30, 2024
	December 31, 2025								September 30, 2025
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Derivatives (1)	$	—	$	~~115~~—	$	—	$	~~115~~—	$	—	$	—39	$	—	$	—39
Equity and fixed income mutual funds	—		~~862~~570		—		~~862~~570		—		~~839~~859		—		~~839~~859
Life insurance policies	—		54,~~256~~057		—		54,~~256~~057		—		5,~~493~~239		—		5,~~493~~239
Total assets at fair value	$	—	$	64,~~233~~627	$	—	$	64,~~233~~627	$	—	$	6,~~332~~137	$	—	$	6,~~332~~137
Liabilities:
Derivatives (1) (2)	$	—	$	6259,~~041~~726	$	—	$	6259,~~041~~726	$	—	$	6960,~~573~~918	$	—	$	6960,~~573~~918
Total liabilities at fair value	$	—	$	6259,~~041~~726	$	—	$	6259,~~041~~726	$	—	$	6960,~~573~~918	$	—	$	6960,~~573~~918

(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 ~~June~~both December 3031, 2025 and September 30, ~~2024~~2025 reflect $40,186 ~~and $58,432~~ of partial advance payments received from the counterparties to certain cross-currency swaps~~, respectively~~. See Note 89, "Derivatives and Hedging Activities" for further details.

The carrying values for other financial assets and liabilities approximated fair value at ~~June~~December 3031, 2025 and September 30, ~~2024~~2025.

Note 5. ~~Inventories~~Allowance for Credit Losses

	June 30, 2025		September 30, 2024
Raw materials	$	60,543	$	61,333
Work in process	77,132		96,488
Finished goods	72,864		80,067
	$	210,539	$	237,888

The following table summarizes the activity for the accounts receivable allowance for credit losses for the three months ended December 31, 2025 and 2024.

Note 6. Investments


	Three Months Ended December 31,
	2025		2024
Balance at beginning of period	$	13,481	$	12,055
Charged to expense	859		195

Deductions(1)	(921)		(1,656)
Balance at end of period	$	13,419	$	10,594

	June 30, 2025		September 30, 2024
Equity and fixed income mutual funds	$	862	$	839
Life insurance policies	5,256		5,493
Equity-method investments	213,000		349
Preferred equity investment	50,000		—
Other (primarily cost-method) investments	16,280		16,395
	$	285,398	$	23,076

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 6. Inventories

Inventories consisted of the following:


	December 31, 2025		September 30, 2025
Raw materials	$	57,305	$	60,585
Work in process	48,952		56,397
Finished goods	86,121		85,845
	$	192,378	$	202,827

Note 7. Investments

Non-current investments consisted of the following:


	December 31, 2025		September 30, 2025
Equity and fixed income mutual funds	$	570	$	859
Life insurance policies	4,057		5,239
Equity-method investments	211,835		214,133
Preferred equity investment	53,336		52,086
Other (primarily cost-method) investments	17,320		16,320
	$	287,118	$	288,637

On May 1, 2025, the Company contributed its SGK Business to a newly-formed entity, Propelis, in exchange for consideration which included 40% of the common equity of Propelis and a $50,000 preferred equity investment in Propelis. The Company initially recognized these investments at fair value, which totaled $263,000 ($213,000 equity-method and $50,000 preferred equity investment). 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.

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 December 31, 2025, the Company's portion of earnings (losses) for its equity-method investment in Propelis includes the months of July, August and September 2025. For the three months ended December 31, 2025, the Company recognized $2,298 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 months ended December 31, 2025 included $1,106 of losses, representing the Company's portion of the investee's losses, and $1,192 of additional expense, 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 $1,250 of paid-in-kind interest income for the three months ended December 31, 2025 related to the Company's preferred equity investment in Propelis, which was included as a component of other income (deductions), net.

Note 8. Debt and Financing Arrangements

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


	December 31, 2025		September 30, 2025
Revolving credit facilities	$	214,088	$	385,007


2027 Senior Secured Notes	296,596		296,110

Other borrowings	5,385		7,151
Finance lease obligations	20,957		22,564
Total debt	537,027		710,832
Less current maturities	(7,271)		(7,230)
Long-term debt	$	529,756	$	703,602

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 68. ~~Investments~~ Debt and Financing Arrangements (continued)

OnThe ~~May~~Company 1,has ~~2025,~~a ~~the~~domestic ~~Company~~credit ~~contributed~~facility ~~its~~with ~~SGK~~a ~~Business~~syndicate toof afinancial ~~newly-formed~~institutions ~~entity~~that was amended and restated in September 2024. The amended and restated loan agreement includes a $700,000 ~~Propelis~~senior secured revolving credit facility, which matures in ~~exchange~~January ~~for~~2029, ~~consideration~~subject ~~which~~to ~~included~~the ~~40%~~terms and conditions of the ~~common~~amended ~~equity~~facility. The obligations under the domestic credit facility are secured by a first priority lien on substantially all of ~~Propelis~~the assets of the Company and acertain of its domestic subsidiaries. A portion of the revolving credit facility (not to exceed $50350,000) ~~preferred~~can ~~equity~~be ~~investment~~drawn in ~~Propelis~~foreign currencies. Borrowings ~~The~~under ~~Company~~the ~~initially~~revolving ~~recognized~~credit ~~these~~facility ~~investments~~bear interest at ~~fair~~the ~~value,~~Secured ~~which~~Overnight ~~totaled~~Financing ~~$263,000~~Rate (~~$213~~"SOFR"),~~000~~ ~~equity-method~~plus ~~and~~a ~~$50~~0.10% per annum rate spread adjustment,~~000~~ ~~preferred~~plus ~~equity~~a ~~investment)~~factor ranging from 1. ~~The~~00% ~~Company~~to ~~will~~2.00% ~~subsequently~~(1.25% ~~adjust~~at ~~the~~December 31, ~~carrying~~2025) ~~amount~~based ofon ~~its~~the ~~equity-method~~Company's ~~investment~~leverage ~~for~~ratio. ~~its~~The ~~share~~leverage ofratio ~~earnings~~is ~~and~~defined ~~losses~~as ~~reported~~total indebtedness divided by ~~the~~EBITDA ~~investee~~(earnings before interest, ~~distributions~~income ~~received~~taxes, depreciation and ~~other-than-temporary~~amortization) ~~impairments.~~as defined within the domestic credit facility agreement. The Company ~~recognizes~~is ~~its~~required ~~portion~~to ofpay ~~the~~an ~~earnings~~annual orcommitment ~~losses~~fee ~~for~~ranging ~~its~~from ~~equity-method~~0.15% ~~investment~~to in0.30% ~~Propelis~~(based on athe ~~three-month~~Company's ~~lag~~leverage toratio) ~~ensure~~of ~~consistency~~the ~~and~~unused ~~timely~~portion ~~filing~~ of the ~~Company’s~~revolving ~~financial~~credit ~~statements~~facility. The AsCompany aincurred ~~result,~~debt ~~the~~issuance ~~Company~~costs ~~has~~in ~~not~~connection ~~recorded~~with ~~earnings~~the oramended ~~losses~~and ~~for~~restated ~~its~~agreement. ~~investment~~Unamortized incosts ~~Propelis~~were ~~during~~$3,618 ~~the~~and ~~quarter~~$3,918 ~~ended~~at ~~June~~December 31, 2025 and September 30, 2025, respectively.

~~During~~The ~~the~~domestic ~~first~~credit ~~quarter~~facility ofrequires ~~fiscal 2025,~~ the Company ~~completed~~to ~~the~~maintain ~~disposal~~certain ofleverage ~~its~~and ~~investment~~interest incoverage ~~Liquid~~ratios. A Xportion ~~Printed~~of ~~Metals~~the ~~Inc.~~facility (~~“Liquid~~not ~~X”),~~to aexceed ~~private~~$55,000) ~~company~~is ~~specializing~~available infor ~~ink~~the ~~technologies.~~issuance ~~The~~of ~~Company's~~trade ~~investment~~and instandby ~~Liquid~~letters Xof ~~was~~credit. Outstanding ~~previously~~U.S. ~~written-down~~dollar indenominated ~~fiscal~~borrowings ~~2024,~~on ~~and~~the ~~had~~revolving acredit ~~net~~facility ~~carrying~~at ~~value~~December 31, of2025 ~~zero~~and atSeptember 30, ~~the~~2025 ~~time~~were of$213,986 ~~the~~and ~~disposal~~$384,233, ~~transaction~~respectively. The ~~President~~weighted-average ~~and~~interest ~~CEO~~rate ofon ~~Liquid~~outstanding Xborrowings isfor athe ~~former~~domestic ~~executive~~credit ~~officer~~facility of(including the ~~Company~~effects ~~and~~of ainterest ~~former~~rate ~~member~~swaps) ofat ~~Matthews'~~December 31, ~~Board~~2025 ofand ~~Directors~~2024 was 3.68% and 5.17%, respectively.

~~Note~~As 7of December 31, 2025, the Company had $300,000 aggregate principal amount of 8. ~~Debt~~625% senior secured second lien notes due October 1, 2027 (the "2027 Senior Secured Notes"). The 2027 Senior Secured Notes bore interest at a rate of 8.625% per annum with interest payable semi-annually in arrears on April 1 and ~~Financing~~October ~~Arrangements~~1 of each year. The Company's obligations under the 2027 Senior Secured Notes were secured by a second priority lien on substantially all of the assets of the Company and certain of its domestic subsidiaries. The Company was subject to certain covenants and other restrictions including cross default provisions in connection with the 2027 Senior Secured Notes. The Company incurred direct financing fees and costs in connection with 2027 Senior Secured Notes. Unamortized costs related to the Company’s notes were $3,404 and $3,890 at December 31, 2025 and September 30, 2025, respectively.

~~Long-term~~On ~~debt~~January at22, ~~June 30~~2026, ~~2025~~subsequent to the date of the balance sheet, the Company redeemed all of the outstanding 2027 Senior Secured Notes for a redemption price of 104.313% of the outstanding principal amount of the 2027 Senior Secured Notes, plus accrued and ~~September 30~~unpaid interest on such notes as of the redemption date. The total amount paid to redeem the 2027 Senior Secured Notes was $320,917, ~~2024~~which ~~consisted~~was primarily funded using proceeds from recent divestitures, and additional borrowings under the Company’s domestic credit facility. In connection with this redemption, the Company expects to recognize debt extinguishment charges of approximately $16,343 during the ~~following:~~second quarter of fiscal 2026.

	June 30, 2025		September 30, 2024
Revolving credit facilities	$	380,785	$	444,011
2027 Senior Secured Notes	295,629		294,751
Other borrowings	5,836		15,602
Finance lease obligations	20,249		22,103
Total debt	702,499		776,467
Less current maturities	(6,379)		(6,853)
Long-term debt	$	696,120	$	769,614

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. Matthews RFC has a receivables purchase agreement (“RPA”) to sell up to $75,000 of receivables to certain purchasers (the “Purchasers”) on a recurring basis in exchange for cash (referred to as “capital” within the RPA) equal to the gross receivables transferred. The parties intend that the transfers of receivables to the Purchasers constitute purchases and sales of receivables. Matthews RFC has guaranteed to each Purchaser the prompt payment of sold receivables, and has granted a security interest in its assets for the benefit of the Purchasers. Under the RPA, each Purchaser’s share of capital accrues yield at a floating rate plus an applicable margin. The Company is the master servicer under the RPA, and is responsible for administering and collecting receivables. The RPA matures in April 2027.

The ~~Company~~proceeds ~~has a domestic credit facility with a syndicate~~ of ~~financial~~the ~~institutions~~RPA ~~that~~are ~~was~~classified ~~amended~~as ~~and~~operating ~~restated~~activities in ~~September~~the ~~2024. The~~Company’s ~~amended~~Consolidated ~~and~~Statements ~~restated~~of ~~loan~~Cash ~~agreement~~Flows. ~~includes~~Cash areceived ~~$750,000~~from ~~senior~~collections ~~secured~~of ~~revolving~~sold ~~credit~~receivables ~~facility,~~may ~~which~~be ~~matures~~used ~~in January 2029, subject~~ to ~~the~~fund ~~terms~~additional ~~and~~purchases ~~conditions~~ of ~~the~~receivables ~~amended~~on ~~facility. The obligations under the domestic credit facility are secured by~~ a ~~first~~revolving ~~priority~~basis, ~~lien~~or onto ~~substantially~~reduce all ofor ~~the~~any ~~assets~~portion of the ~~Company~~outstanding ~~and~~capital ~~certain~~ of ~~its~~the ~~domestic subsidiaries~~Purchasers. AThe ~~portion~~fair value of the ~~revolving~~sold ~~credit~~receivables ~~facility~~approximated ~~(not~~book tovalue ~~exceed~~due ~~$350,000)~~to ~~can~~their ~~be drawn in foreign currencies. Borrowings under the revolving~~ credit ~~facility~~quality ~~bear~~and ~~interest~~short-term atnature, ~~the~~and ~~Secured~~as ~~Overnight~~a ~~Financing Rate ("SOFR")~~result, ~~plus~~no again ~~0.10%~~or ~~per~~loss ~~annum~~on ~~rate~~sale ~~spread~~of ~~adjustment,~~receivables ~~plus~~was ~~a factor ranging from 1~~recorded.~~00%~~ toAs ~~2.00%~~of ~~(1.50%~~December 31, at2025 ~~June~~and September 30, 2025), ~~based on~~ the ~~Company's~~amount ~~leverage~~sold ~~ratio.~~to ~~The~~the ~~leverage~~Purchasers ~~ratio~~was is$51,000 ~~defined~~and ~~as total indebtedness divided by EBITDA (earnings before interest~~$65,600, ~~income taxes~~respectively, ~~depreciation~~which ~~and~~was ~~amortization)~~derecognized asfrom ~~defined within~~ the ~~domestic~~Consolidated ~~credit~~Balance ~~facility agreement~~Sheets. ~~The~~ ~~Company~~As iscollateral ~~required~~against tosold ~~pay~~receivables, anMatthews ~~annual~~RFC ~~commitment~~maintains ~~fee~~a ~~ranging~~certain ~~from~~level ~~0.15% to 0.30% (based on the Company's leverage ratio)~~ of ~~the~~unsold ~~unused~~receivables, ~~portion~~which ofwas ~~the revolving credit facility. The Company incurred debt issuance costs in connection with the amended and restated agreement. Unamortized costs were~~ $473,~~218~~011 and $463,~~961~~720 atas ~~June~~of December 3031, 2025 and September 30, ~~2024~~2025, respectively.

The domestic credit facility requires the Company to maintain certain leverage and interest coverage ratios. A portion of the facility (not to exceed $75,000) is available for the issuance of trade and standby letters of credit. Outstanding U.S. dollar denominated borrowings on the revolving credit facility at June 30, 2025 and September 30, 2024 were $380,420 and $410,527, respectively. There were no outstanding Euro denominated borrowings on the revolving credit facility at June 30, 2025. Outstanding Euro denominated borrowings on the revolving credit facility at September 30, 2024 were €30.0 million ($33,485). The weighted-average interest rate on outstanding borrowings for the domestic credit facility (including the effects of interest rate swaps and Euro denominated borrowings) at June 30, 2025 and 2024 was 4.16% and 4.61%, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 78. Debt and Financing Arrangements (continued)

The Company has $300,000 aggregate principal amount of 8.625% senior secured second lien notes due October 1, 2027 (the "2027 Senior Secured Notes"). The 2027 Senior Secured Notes bear interest at a rate of 8.625% per annum with interest payable semi-annually in arrears on April 1 and October 1 of each year. The Company's obligations under the 2027 Senior Secured Notes are secured by a second priority lien on substantially all of the assets of the Company and certain of its domestic subsidiaries. The Company is subject to certain covenants and other restrictions in connection with the 2027 Senior Secured Notes. The Company incurred direct financing fees and costs in connection with 2027 Senior Secured Notes. Unamortized costs related to the Company’s notes were $4,371 and $5,249 at June 30, 2025 and September 30, 2024, respectively.

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. Matthews RFC has a receivables purchase agreement (“RPA”) to sell up to $110,000 of receivables as of June 30, 2025 to certain purchasers (the “Purchasers”) on a recurring basis in exchange for cash (referred to as “capital” within the RPA) equal to the gross receivables transferred. The parties intend that the transfers of receivables to the Purchasers constitute purchases and sales of receivables. Matthews RFC has guaranteed to each Purchaser the prompt payment of sold receivables, and has granted a security interest in its assets for the benefit of the Purchasers. Under the RPA, each Purchaser’s share of capital accrues yield at a floating rate plus an applicable margin. The Company is the master servicer under the RPA, and is responsible for administering and collecting receivables. The RPA will reduce to $75,000 as of August 1, 2025, and matures in April 2027.

The proceeds of the RPA are classified as operating activities in the Company’s Consolidated Statements of Cash Flows. Cash received from collections of sold receivables may be used to fund additional purchases of receivables on a revolving basis, or to reduce all or any portion of the outstanding capital of the Purchasers. 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 June 30, 2025 and September 30, 2024, the amount sold to the Purchasers was $85,600 and $96,300, 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 $79,495 and $58,183 as of June 30, 2025 and September 30, 2024, respectively.

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

Nine Months EndedJune 30, 2025

Nine Months EndedJune 30, 2024

Three Months EndedDecember 31, 2025

Three Months EndedDecember 31, 2024

Gross receivables sold

~~231~~37,~~588~~353

~~291~~89,~~189~~486

Cash collections reinvested

(~~242~~51,~~288~~953)

(~~287~~85,~~889~~086)

Net cash (reinvested) received

(1014,~~700~~600)

34,~~300~~400

The Company, through ~~its~~a former U.K. subsidiary, previously participated in a non-recourse factoring arrangement. In connection with this arrangement, the Company periodically sold trade receivables to a third-party purchaser in exchange for cash. These transfers of financial assets were recorded at the time the Company surrendered control of the assets. 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 ~~June~~December 3031, 2025. The principal amount of receivables sold under this arrangement was $4521,~~813~~449 ~~and $53,087~~ during the ~~nine~~three months ended ~~June~~December 3031, ~~2025 and~~ 2024~~, respectively~~. The discounts on the trade receivables sold are included 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. ~~As of September 30, 2024, the amount of factored receivables that remained outstanding were $15,665.~~ See Note 1516, "Acquisitions and Divestitures" for further information with respect to the sale of the Company's interest in the SGK Business.

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 $5,792 and $6,136 at December 31, 2025 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. The maximum amount of borrowing available under this facility is €6.0 million ($7,045). The facility also provides €14.0 million ($16,437) for bank guarantees. This facility has no stated maturity date and is available until terminated. Outstanding borrowings under the credit facility totaled €86,000 ($101) and €659,000 ($774) at December 31, 2025 and September 30, 2025, respectively. The weighted-average interest rate on outstanding borrowings under this facility was 4.93% and 5.10% at December 31, 2025 and 2024, respectively.

Other borrowings totaled $5,385 and $7,151 at December 31, 2025 and September 30, 2025, respectively. The weighted-average interest rate on all other borrowings was 1.33% and 2.33% at December 31, 2025 and 2024, respectively.

As of December 31, 2025 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 December 31, 2025.

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 three months ended December 31, 2025, the Company did not sell any shares of its Class A Common Stock under its ATM Program. As of December 31, 2025, the Company had 1,250,000 shares remaining for sale under the ATM Program. The Company has no near-term intention to utilize the ATM Program.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 79. ~~Debt~~Derivatives and ~~Financing~~Hedging ~~Arrangements (continued)~~Activities

The Company ~~facilitates~~operates ainternationally ~~voluntary~~and ~~supply~~utilizes ~~chain finance program (the "Program") to provide~~ certain ~~suppliers~~derivative ~~with the opportunity to sell receivables due from the Company to participating~~ financial ~~institutions~~instruments ~~at the sole discretion of both the suppliers and the financial institutions. The Company is not a party~~ to ~~the~~manage ~~agreements~~its ~~between~~foreign ~~the~~currency, ~~suppliers~~debt and ~~the financial institutions and has no economic~~ interest inrate ~~a supplier's decision to sell a receivable~~exposures. At ~~The~~December 31, ~~range~~2025 ofand ~~payment~~September 30, ~~terms~~2025, ~~negotiated~~derivative ~~with~~instruments awere ~~supplier~~reflected ison ~~consistent, irrespective of whether~~ a ~~supplier~~gross-basis ~~participates~~ in the ~~Program. All outstanding payments owed under the Program are recorded within trade accounts payable in the~~ Consolidated Balance Sheets. ~~The Company accounts for all payments made under the Program~~ as a reduction to operating cash flows in changes in working capital within the Consolidated Statements of Cash Flows. The amounts owed to a participating financial institution under the Program and included in trade accounts payable were $4,398 and $3,014 at June 30, 2025 and September 30, 2024, respectively.follows:

The Company, through certain of its European subsidiaries, has a credit facility with a European bank, which is guaranteed by Matthews. The maximum amount of borrowing available under this facility is €6.0 million ($7,046). The facility also provides €14.0 million ($16,441) for bank guarantees. This facility has no stated maturity date and is available until terminated. Outstanding borrowings under the credit facility totaled €311,000 ($366) at June 30, 2025. There were no outstanding borrowings under the credit facility at September 30, 2024. The weighted-average interest rate on outstanding borrowings under this facility was 4.16% and 5.88% at June 30, 2025 and 2024, respectively.


Derivatives:	December 31, 2025				September 30, 2025
	Interest Rate Swaps		Cross-Currency Swaps		Interest Rate Swaps		Cross-Currency Swaps
Current assets:
Other current assets	$	—	$	—	$	15	$	—
Long-term assets:
Other non-current assets	—		—		24		—
Current liabilities:
Other current liabilities	(1,082)		(45,360)		(973)		(45,914)
Long-term liabilities:
Other non-current liabilities	(1,209)		(12,075)		(1,404)		(12,627)
Total derivatives(1)	$	(2,291)	$	(57,435)	$	(2,338)	$	(58,541)

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

Other borrowings totaled $5,836 and $15,602 at June 30, 2025 and September 30, 2024, respectively. The weighted-average interest rate on all other borrowings was 3.42% and 2.61% at June 30, 2025 and 2024, respectively.

As of June 30, 2025 and September 30, 2024, 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, 2025.

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") where 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 three months ended June 30, 2025, the Company did not sell any shares of its Class A Common Stock under its ATM Program. As of June 30, 2025, the Company had 1,250,000 shares remaining for sale under the ATM Program. The Company has no near-term intention to utilize the ATM Program.

Note 8. Derivatives and Hedging Activities

The Company operates internationally and utilizes certain derivative financial instruments to manage its foreign currency, debt and interest rate exposures. At June 30, 2025 and September 30, 2024, derivative instruments were reflected on a gross-basis in the Consolidated Balance Sheets as follows:

Derivatives:	June 30, 2025				September 30, 2024
	Interest Rate Swaps		Cross-Currency Swaps		Interest Rate Swaps		Cross-Currency Swaps
Current assets:
Other current assets	$	42	$	—	$	—	$	—
Long-term assets:
Other non-current assets	73		—		—		—
Current liabilities:
Other current liabilities	(870)		(21,006)		(863)		(18,042)
Long-term liabilities:
Other non-current liabilities	(1,454)		(38,711)		(1,743)		(48,925)
Total derivatives(1)	$	(2,209)	$	(59,717)	$	(2,606)	$	(66,967)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 8. 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:

	June 30, 2025			September 30, 2024
	December 31, 2025			September 30, 2025
Notional amount	$	225,000		$	~~175~~225,000
Weighted-average maturity period (years)	2.94			3.2.7
Weighted-average received rate	43.3367		%	4.8513		%
Weighted-average pay rate	3.80		%	3.8380		%

The Company enters into interest rate swaps in order to achieve a mix of fixed and variable rate debt that it deems appropriate. The interest rate swaps have been designated as cash flow hedges of future variable interest payments which are considered probable of occurring. 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 $2,~~209~~291 ($1,~~655~~721 after tax) and $2,~~606~~338 ($1,~~948~~752 after tax) at ~~June~~ December 3031, 2025 and September 30, ~~2024~~2025, respectively, that is included in shareholders' equity as part of accumulated other comprehensive income (loss) ("AOCI"). Unrecognized gains of $1,~~914~~301 ($~~1,431~~972 after tax) and $31,~~848~~605 ($21,~~874~~199 after tax) related to previously terminated London Interbank Offered Rate ("LIBOR") based swaps were also included in AOCI as of ~~June~~December 3031, 2025 and September 30, ~~2024~~2025, respectively. Assuming market rates remain constant with the rates at ~~June~~December 3031, 2025, a ~~gain~~loss (net of tax) of approximately $~~252~~18 included in AOCI is expected to be recognized in earnings over the next twelve months.

		Notional Amount				Unrealized Gains (Losses) Recognized in AOCI
Swap Currencies	Maturity Date	June 30, 2025		September 30, 2024		June 30, 2025			September 30, 2024
USD/EUR	September 2027	$	81,392	$	81,392	$	(5,786)		$	(5,440)
USD/SEK	June 2026	20,000		20,000		(2,683)			(468)
USD/SGD	August 2026	—		20,000		—			(441)
USD/EUR	August 2026	25,000		25,000		(4,878)			(30)
USD/CAD	May 2025	—		—		—			—
		$	126,392	$	146,392	$	(13,347)	(1)	$	(6,379)	(1)

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:

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 June 30, 2025, of which $17,416 and $22,770 were included in other current liabilities and other non-current liabilities on the Consolidated Balance Sheet, respectively. Outstanding advance payment amounts totaled $58,432 at September 30, 2024, of which $17,416 and $41,016 were included in other current liabilities and other non-current liabilities on the Consolidated Balance Sheet, respectively.14

During the third quarter of fiscal 2025, certain cross currency swaps were terminated or modified following the sale of the Company's interest in the SGK Business. The Company made payments totaling $37,092 in connection with the settlement or modification of these cross currency swap contracts.

The Company previously used certain foreign currency debt instruments as net investment hedges of foreign operations with a notional amount of €30.0 million ($33,485) as of September 30, 2024. Currency losses of $3,820 (net of income taxes of $1,113), which represent effective hedges of net investments, were reported as a component of AOCI within currency translation adjustment at September 30, 2024.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 89. Derivatives and Hedging Activities (continued)

Refer to Note 12, "Accumulated Other Comprehensive Income" for further details regarding amounts recorded in AOCI and the Consolidated Statements of Income (Loss) related to derivatives.


		Notional Amount				Unrealized Gains (Losses) Recognized in AOCI
Swap Currencies	Maturity Date	December 31, 2025		September 30, 2025		December 31, 2025			September 30, 2025
USD/EUR	September 2027	$	81,392	$	81,392	$	(9,045)		$	(9,443)
USD/SEK	June 2026	20,000		20,000		(2,621)			(2,571)

USD/EUR	August 2026	25,000		25,000		(1,246)			(1,689)

		$	126,392	$	126,392	$	(12,912)	(1)	$	(13,703)	(1)

(1) Total unrealized gains (losses) are presented net of tax of $4,337 and $4,652 as of December 31, 2025 and September 30, 2025, respectively.

~~Note~~In 9connection with certain of these cross currency swaps, the Company received cash from the counterparties, representing partial advance payments of amounts due under the U. ~~Restructuring~~S. dollar leg of the swaps. Outstanding advance payment amounts totaled $40,186 at both December 31, 2025 and September 30, 2025, all of which were included in other current liabilities on the Consolidated Balance Sheet.

~~During~~Refer ~~the~~to ~~fourth~~Note ~~quarter of fiscal 2024~~13, ~~the~~"Accumulated ~~Company~~Other ~~initiated~~Comprehensive ~~restructuring~~Income" ~~programs~~for ~~focused~~further ~~primarily~~details onregarding ~~the~~amounts ~~Company's~~recorded ~~engineering and tooling operations~~ in ~~Europe,~~AOCI asand ~~well as~~ the ~~Company's~~Consolidated ~~general~~Statements ~~and administrative functions. Total estimated restructuring costs for these programs are currently expected to be approximately $42,000,~~ of ~~which~~Income ~~$39,500~~(Loss) ~~relates~~related to ~~severance and employee termination benefits, and $2,500 relates to other exit and disposal activities~~derivatives. ~~These restructuring activities are expected to be completed by fiscal 2026.~~

Note 10. Restructuring

During the fourth quarter of fiscal 2024, the Company initiated restructuring programs focused primarily on the Company's engineering and tooling operations in Europe, and certain of the Company's general and administrative functions. Total estimated restructuring costs for these programs are currently expected to be approximately $42,000, of which $39,500 relates to severance and employee termination benefits, and $2,500 relates to other exit and disposal activities. These restructuring activities are expected to be completed in fiscal 2026.

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

Restructuring amounts by line item in the Statement of Income (a)	~~Three Months EndedJune 30,~~		Three Months EndedDecember 31,		~~Nine Months EndedJune 30,~~
	~~2025~~		~~2024~~		2025		2024
Cost of sales	$	~~(2,112)~~	$	~~(703)~~	$	~~203~~(1,519)	$	(~~3,080~~601)
Selling expense	(4)		(112)		(57)		113
Administrative expense					(4)		288
Administrative expense	(322)		(264)		(1,279)		(895)
Income (loss) before income taxes					$	(1,523)	$	(313)
Income (loss) before income taxes	$	(2,438)	$	(1,079)	$	(1,133)	$	(3,862)

(a) Positive amounts represent income and negative amounts represent expense.

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 ~~nine~~three-month period ended ~~June~~December 3031, 2025.

	Severance and Employee Termination Restructuring Activities
	Memorialization		Industrial Technologies		Brand Solutions		Corporate/Non-Operating		Consolidated
Liability at September 30, 2024	$	181	$	35,368	$	1,247	$	4,226	$	41,022
Amounts charged (credited) to expense	—		(753)		473		(48)		(328)
Net cash payments	(149)		(31,143)		(553)		(3,514)		(35,359)
Other adjustments(1)	(17)		533		(156)		(212)		148
Sale of SGK Business	—		—		(1,011)		—		(1,011)
Liability at June 30, 2025	$	15	$	4,005	$	—	$	452	$	4,472
Cumulative severance and employee termination costs incurred to date(2)	$	181	$	34,879	$	1,720	$	4,481	$	41,261

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 10. Restructuring (continued)


	Severance and Employee Termination Restructuring Activities
	Memorialization		Industrial Technologies		Brand Solutions		Corporate/Non-Operating		Consolidated

Liability at September 30, 2025	$	2	$	942	$	—	$	219	$	1,163
Amounts charged (credited) to expense	—		1,513		—		—		1,513
Net cash payments	—		(1,680)		—		(136)		(1,816)
Other adjustments(1)	(2)		—		—		(83)		(85)

Liability at December 31, 2025	$	—	$	775	$	—	$	—	$	775

Cumulative severance and employee termination costs incurred to date(2)	$	181	$	33,674	$	1,720	$	4,441	$	40,016

(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 ~~June~~December 3031, 2025.

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 December 31, 2025.

Note 11. 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 second amendment and restatement of the 2017 Equity Incentive Plan at the Company's 2025 Annual Shareholder Meeting. At December 31, 2025, 2,428,387 shares have been issued under the 2017 Equity Incentive Plan. 1,758,505 time-based RSUs, 2,241,872 performance-based RSUs, and 75,000 stock options have been granted under the 2017 Equity Incentive Plan. 1,657,675 of these share-based awards are outstanding as of December 31, 2025. 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 December 31, 2025 and 2024, stock-based compensation cost totaled $4,407 and $4,979, respectively. The associated future income tax benefit recognized for stock-based compensation was $645 and $818 for the three-month periods ended December 31, 2025 and 2024, respectively.

With respect to the grants of RSUs, awards generally vest on the third anniversary of the grant date. The number of units that vest depend on certain time and performance thresholds. Such performance thresholds include adjusted earnings per share, return on invested capital, appreciation in the market value of the Company's Class A Common Stock, or other targets established by the Compensation Committee of the Board of Directors. Approximately 40% of the outstanding share units vest based on time, while the remaining vest based on pre-defined performance thresholds. The Company issues common stock from treasury shares once the units become vested.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 1011. Share-Based Payments (continued)

The ~~Company~~transactions ~~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 ~~second~~three ~~amendment~~months ~~and~~ended ~~restatement of the 2017 Equity Incentive Plan at the Company's 2025 Annual Shareholder Meeting. At June~~December 3031, 2025, ~~1,886,557~~were shares have been issued under the 2017 Equity Incentive Plan. 1,517,963 time-based RSUs, 1,961,834 performance-based RSUs, and 75,000 stock options have been granted under the 2017 Equity Incentive Plan. 1,655,845 of these share-based awards are outstanding as of June 30, 2025. 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. follows:

For the three-month periods ended June 30, 2025 and 2024, stock-based compensation cost totaled $8,841 and $5,331, respectively. For the nine-month periods ended June 30, 2025 and 2024, stock-based compensation cost totaled $19,838 and $14,309, respectively. The associated future income tax benefit recognized for stock-based compensation was $2,233 and $1,351 for the three-month periods ended June 30, 2025 and 2024, respectively, and $4,572 and $3,128 for the nine-month periods ended June 30, 2025 and 2024, respectively.


	RSUs	Weighted- average Grant-date Fair Value
Non-vested at September 30, 2025	1,648,145	$	30.22
Granted	518,080	27.69
Vested	(495,560)	27.69
Expired or forfeited	(12,990)	32.94
Non-vested at December 31, 2025	1,657,675	$	30.17

~~With~~As ~~respect to the grants~~ of ~~RSUs~~December 31, ~~awards~~2025, ~~generally vest on~~ the ~~third~~total ~~anniversary~~unrecognized ofcompensation ~~the~~cost ~~grant~~related ~~date.~~to ~~The~~all ~~number~~unvested ofstock-based ~~units~~awards ~~that~~was ~~vest~~$23,485 ~~depend on certain time~~ and ~~performance~~is ~~thresholds.~~expected ~~Such~~to ~~performance~~be ~~thresholds~~recognized ~~include~~over ~~adjusted~~a ~~earnings~~weighted ~~per~~average ~~share,~~period ~~return on invested capital, appreciation in the market value~~ of ~~the Company's Class A Common Stock, or other targets established by the Compensation Committee of the Board of Directors~~2. ~~Approximately~~3 ~~40% of the outstanding share units vest~~ years.

~~based~~The onfair ~~time,~~value ~~while~~of ~~the~~certain ~~remaining~~RSUs ~~vest~~that ~~based~~are onsubject ~~pre-defined~~to performance ~~thresholds.~~conditions are estimated on the date of grant using a binomial lattice valuation model. The ~~Company~~following ~~issues~~table ~~common~~indicates the assumptions used in estimating the fair value of certain stock-based ~~from~~awards ~~treasury~~granted ~~shares~~or ~~once~~modified during the ~~units~~three-month ~~become~~period ~~vested~~ended December 31, 2025.

In conjunction with the sale of the Company's interest in the SGK Business, outstanding RSU awards for SGK Business employees were modified to remove future service requirements and to guarantee vesting at a minimum of 100 percent of target for certain performance-based RSUs (Type III modification under Accounting Standards Codification ("ASC") 718). Consequently, the outstanding RSU awards for these individuals were remeasured as of the date of the sale transaction, and any resulting additional expense or benefit was immediately recognized in the Consolidated Statements of Income.


	Three Months Ended December 31, 2025

Expected volatility	36.7	%
Dividend yield	4.1	%
Average risk-free interest rate	3.6	%
Average expected term (years)	3.0

The ~~transactions~~risk-free ~~for~~interest ~~RSUs~~rate is based on United States Treasury yields at the date of grant or modification. 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. Expected volatilities are based on the historical volatility of the Company's stock price. The expected term for grants in the ~~nine~~three months ended ~~June~~December 3031, 2025 ~~were~~represents asan ~~follows:~~estimate of the average period of time for RSUs to vest.

	RSUs	Weighted-averageGrant-dateFair Value
Non-vested at September 30, 2024	1,707,349	$	33.59
Granted	668,700	25.53
Vested	(590,464)	33.02
Expired or forfeited	(129,740)	37.42
Non-vested at June 30, 2025	1,655,845	$	30.24

The Company maintains the Amended and Restated 2019 Director Fee Plan, the Amended and Restated 2014 Director Fee Plan and the 1994 Director Fee Plan (collectively, the "Director Fee Plans"). There will be no further fees or share-based awards granted under the Amended and Restated 2014 Director Fee Plan and the 1994 Director Fee Plan. Under the Amended and Restated 2019 Director Fee Plan, non-employee directors (except for the Chairman of the Board) each receive, as an annual retainer fee for fiscal 2026, either cash or shares of the Company's Class A Common Stock with a value equal to $90. The annual retainer fee for fiscal 2026 paid to the non-employee Chairman of the Board under the Amended and Restated 2019 Director Fee Plan is $210. Where the annual retainer fee is provided in shares, each director may elect to be paid these shares on a current basis or have such shares credited to a deferred stock account as phantom stock, with such shares to be paid to the director subsequent to leaving the Board. The total number of shares of stock that have been authorized to be issued under the Amended and Restated 2019 Director Fee Plan or credited to a deferred stock compensation account for subsequent issuance is 300,000 shares of Class A Common Stock (subject to adjustment upon certain events such as stock dividends or stock splits), following the amendment and restatement of the 2019 Director Fee Plan at the Company's 2023 Annual Shareholder Meeting. In November 2025, the Board of Directors approved the Second Amended and Restated 2019 Director Fee Plan, which increases the maximum number of shares available for grants or awards to 550,000 shares. The Second Amended and Restated 2019 Director Fee Plan is subject to shareholder approval at the 2026 Annual Meeting of Shareholders. The value of deferred shares is recorded in other non-current liabilities. A total of 57,668 shares and share units had been deferred under the Director Fee Plans as of December 31, 2025. Additionally, non-employee directors each receive an annual stock-based grant (non-statutory stock options, stock appreciation rights and/or restricted shares or units) with a value of $140 for fiscal 2026. As of December 31, 2025, 439,740 restricted shares and RSUs have been granted under the Director Fee Plans, 266,511 of which were issued under the 2019 Director Fee Plan. 98,945 RSUs are unvested at December 31, 2025 under the Director Fee Plans.

As of June 30, 2025, the total unrecognized compensation cost related to all unvested stock-based awards was $16,771 and is expected to be recognized over a weighted average period of 1.9 years.

The fair value of certain stock-based awards 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 nine-month period ended June 30, 2025.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 1012. ~~Share-Based~~Earnings ~~Payments~~Per ~~(continued)~~Share

The information used to compute earnings (loss) per share attributable to Matthews' common shareholders was as follows:

	Nine Months Ended June 30, 2025
			Three Months EndedDecember 31,
	November 2024 RSU Grant - Matthews		Modified November 2024 RSU Grant - SGK Business		Modified November 2023 RSU Grant - SGK Business
					2025			2024
Expected volatility	31.8	%	36.7	%	36.7		%
Net income (loss)					$	43,629		$	(3,472)
Dividend yield	3.4	%	3.9	%	3.9		%
Weighted-average shares outstanding (in thousands):
Average risk-free interest rate	4.2	%	3.6	%	3.8		%
Basic shares					31,305			31,110
Average expected term (years)	3.0		2.5		1.5
Effect of dilutive securities					159			—
Diluted shares					31,464			31,110
Dividends declared per common share					$	0.255		$	0.25

~~The risk~~Anti-~~free~~dilutive ~~interest~~securities ~~rate~~excluded isfrom ~~based on United States Treasury yields at~~ the ~~date~~dilutive ofcalculation ~~grant~~were orinsignificant ~~modification.~~for ~~The~~applicable ~~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~~periods. ~~Expected~~ ~~volatilities~~During ~~are~~periods ~~based~~in onwhich the ~~historical volatility of the~~ Company's ~~stock~~incurs ~~price.~~a ~~The~~net ~~expected~~loss, ~~term~~diluted ~~for~~weighted-average ~~grants~~shares inoutstanding ~~the~~are ~~nine~~equal ~~months~~to ~~ended~~basic ~~June 30,~~weighted-average ~~2025~~shares ~~represents~~outstanding anbecause ~~estimate of~~ the ~~average~~effect ~~period~~ of ~~time~~all ~~for~~equity ~~RSUs~~awards tois ~~vest~~anti-dilutive.

~~The~~Note ~~Company maintains the Amended and Restated 2019 Director Fee Plan, the Amended and Restated 2014 Director Fee Plan and the 1994 Director Fee Plan (collectively, the "Director Fee Plans")~~13. ~~There~~ Accumulated ~~will~~Other beComprehensive noIncome further fees or share-based awards granted under the Amended and Restated 2014 Director Fee Plan and the 1994 Director Fee Plan. Under the Amended and Restated 2019 Director Fee Plan, non-employee directors (except for the Chairman of the Board) each receive, as an annual retainer fee for fiscal 2025, either cash or shares of the Company's Class A Common Stock with a value equal to $90. The annual retainer fee for fiscal 2025 paid to the non-employee Chairman of the Board under the Amended and Restated 2019 Director Fee Plan is $210. Where the annual retainer fee is provided in shares, each director may elect to be paid these shares on a current basis or have such shares credited to a deferred stock account as phantom stock, with such shares to be paid to the director subsequent to leaving the Board. The total number of shares of stock that have been authorized to be issued under the Amended and Restated 2019 Director Fee Plan or credited to a deferred stock compensation account for subsequent issuance is 300,000 shares of Class A Common Stock (subject to adjustment upon certain events such as stock dividends or stock splits), following the amendment and restatement of the 2019 Director Fee Plan at the Company's 2023 Annual Shareholder Meeting. The value of deferred shares is recorded in other non-current liabilities. A total of 56,663 shares and share units had been deferred under the Director Fee Plans as of June 30, 2025. Additionally, non-employee directors each receive an annual stock-based grant (non-statutory stock options, stock appreciation rights and/or restricted shares or units) with a value of $140 for fiscal 2025. As of June 30, 2025, 439,740 restricted shares and RSUs have been granted under the Director Fee Plans, 266,511 of which were issued under the 2019 Director Fee Plan. 98,945 RSUs are unvested at June 30, 2025 under the Director Fee Plans.

~~Note~~The ~~11. Earnings~~changes ~~Per~~in ~~Share~~AOCI ~~Attributable~~by tocomponent, ~~Matthews'~~net ~~Shareholders~~of tax, for the three-month periods ended December 31, 2025 and 2024 were as follows:

	Three Months EndedJune 30,								Nine Months EndedJune 30,
			Post-retirement benefit plans				Currency translation adjustment				Cash Flow Hedges				Total
	2025				2024				2025				2024
Attributable to Matthews:
Net income attributable to Matthews shareholders	$	15,387			$	1,777			$	2,999			$	8,501
Balance, September 30, 2025			$	7,540			$	(84,997)			$	(553)			$	(78,010)
Weighted-average shares outstanding (in thousands):
OCI before reclassification			(1,121)				10,620				(47)				9,452
Basic shares	31,065				30,892				31,083				30,907
Amounts reclassified from AOCI			(216)		(a)		18,719				(149)		(b)		18,354
Effect of dilutive securities	360				336				325				316
Net current-period OCI			(1,337)				29,339				(196)				27,806
Diluted shares	31,425				31,228				31,408				31,223
Balance, December 31, 2025			$	6,203			$	(55,658)			$	(749)			$	(50,204)
Dividends declared per common share	$	0.25			$	0.24			$	0.75			$	0.72

Anti-dilutive securities excluded from the dilutive calculation were insignificant for applicable periods.


	Post-retirement benefit plans			Currency translation adjustment		Cash Flow Hedges			Total
Attributable to Matthews:
Balance, September 30, 2024	$	4,955		$	(174,623)	$	926		$	(168,742)
OCI before reclassification	(181)			(21,187)		2,565			(18,803)
Amounts reclassified from AOCI	(172)		(a)	6,576		(350)		(b)	6,054
Net current-period OCI	(353)			(14,611)		2,215			(12,749)
Balance, December 31, 2024	$	4,602		$	(189,234)	$	3,141		$	(181,491)
Attributable to noncontrolling interest:
Balance, September 30, 2024	$	—		$	289	$	—		$	289
OCI before reclassification	—			—		—			—
Net current-period OCI	—			—		—			—
Balance, December 31, 2024	$	—		$	289	$	—		$	289

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

(b) Amounts were included in interest expense in the periods in which the hedged item affected earnings (see Note 9).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 1213. Accumulated Other Comprehensive Income (continued)

~~The~~Reclassifications ~~changes~~out inof AOCI ~~by component, net of tax,~~ for the three-month periods ended ~~June~~December 3031, 2025 and 2024 were as follows:

	Post-retirement benefit plans			Currency translation adjustment		Cash Flow Hedges			Total
	Amount reclassified from AOCI
Attributable to Matthews:
Details about AOCI Components	Three Months Ended December 31, 2025			Three Months Ended December 31, 2024		Affected line item in the Financial Statements
Balance, March 31, 2025	$	4,533		$	(180,882)	$	1,175		$	(175,174)
Postretirement benefit plans
OCI before reclassification	208			6,264		(1,195)			5,277
Prior service credit (a)	$	57		$	91
Amounts reclassified from AOCI	(164)		(a)	92,537		(204)		(b)	92,169
Actuarial losses	232			139		Other income (deductions), net
Net current-period OCI	44			98,801		(1,399)			97,446
	289			230		Income before income tax (b)
Balance, June 30, 2025	$	4,577		$	(82,081)	$	(224)		$	(77,728)
	(73)			(58)		Income taxes
Attributable to noncontrolling interest:
	$	216		$	172	Net income
Balance, March 31, 2025	$	—		$	289	$	—		$	289
Derivatives
OCI before reclassification	—			—		—			—
Cash flow hedges	$	200		$	468	Interest expense
Net current-period OCI	—			—		—			—
Net investment hedges	122			354		Interest expense
Balance, June 30, 2025	$	—		$	289	$	—		$	289
	322			822		Income before income tax (b)
	(82)			(204)		Income taxes
	$	240		$	618	Net income
Other
Divestitures	$	(18,810)		$	—	Gain on divestitures, net
Divestitures	—			(6,844)		Other current liabilities (c)

	Post-retirement benefit plans			Currency translation adjustment		Cash Flow Hedges			Total
Attributable to Matthews:
Balance, March 31, 2024	$	6,398		$	(184,537)	$	5,635		$	(172,504)
OCI before reclassification	(22)			(738)		105			(655)
Amounts reclassified from AOCI	(212)		(a)	(232)		(506)		(b)	(950)
Net current-period OCI	(234)			(970)		(401)			(1,605)
Balance, June 30, 2024	$	6,164		$	(185,507)	$	5,234		$	(174,109)
Attributable to noncontrolling interest:
Balance, June 30, 2024	$	—		$	288	$	—		$	288
OCI before reclassification	—			—		—			—
Net current-period OCI	—			—		—			—
Balance, June 30, 2024	$	—		$	288	$	—		$	288


(a) Prior service cost amounts are included in the computation of pension and other postretirement benefit expense, which is reported in cost of goods sold and selling and administrative expenses.
(b) For pre-tax items, positive amounts represent income and negative amounts represent expense.
(c) Reflects the release of a reserve that was established for currency translation amounts related to certain net assets classified as held-for-sale as of September 30, 2024. See Note 16, "Acquisitions and Divestitures".

~~(a) Amounts~~Note ~~were included in net periodic benefit cost for pension and other postretirement benefit plans~~14. Income Taxes

~~(b) Amounts~~Income ~~were~~tax ~~included~~provisions infor ~~interest~~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 three months of fiscal 2026 represented an expense inof $40,789, compared to a benefit of $2,358 for the ~~periods~~first three months of fiscal 2025. The difference between the Company’s consolidated income taxes for the first three months of fiscal 2026 compared to the same period for fiscal 2025 resulted from consolidated pre-tax income in ~~which~~fiscal 2026 compared to a consolidated pre-tax loss in fiscal 2025, and net discrete tax expense related to the ~~hedged~~divestiture ~~item~~of ~~affected~~the ~~earnings~~Company's ~~(see~~warehouse ~~Note~~automation 8)and European roto-gravure packaging and tooling and flexographic print businesses. The Company’s fiscal 2026 three 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. The Company’s fiscal 2025 three 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 $2,860 and $2,972 on December 31, 2025 and September 30, 2025, respectively, which would impact the annual effective rate at December 31, 2025 and September 30, 2025, respectively. It is reasonably possible that the amount of unrecognized tax benefits could decrease by approximately $366 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 $204 and $241 at December 31, 2025 and September 30, 2025, respectively. These accruals may potentially be applicable in the event of an unfavorable outcome of uncertain tax positions.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 1214. ~~Accumulated Other Comprehensive~~ Income Taxes (continued)

~~The~~On ~~changes~~July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in ~~AOCI~~the byU.S. ~~component~~The OBBBA includes significant provisions, ~~net~~such as the permanent extension of ~~tax~~certain expiring provisions of the Tax Cuts and Jobs Act, ~~for~~modifications to the ~~nine-month~~international ~~periods~~tax ~~ended~~framework ~~June 30~~and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and ~~2024~~others ~~were~~implemented asthrough ~~follows:~~2027. The Company continues to evaluate the impact of the OBBBA, and at this time does not expect the provisions of the new legislation to 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.

	Post-retirement benefit plans			Currency translation adjustment		Cash Flow Hedges			Total
Attributable to Matthews:
Balance, September 30, 2024	$	4,955		$	(174,623)	$	926		$	(168,742)
OCI before reclassification	125			(6,343)		(408)			(6,626)
Amounts reclassified from AOCI	(503)		(a)	98,885		(742)		(b)	97,640
Net current-period OCI	(378)			92,542		(1,150)			91,014
Balance, June 30, 2025	$	4,577		$	(82,081)	$	(224)		$	(77,728)
Attributable to noncontrolling interest:
Balance, September 30, 2024	$	—		$	289	$	—		$	289
OCI before reclassification	—			—		—			—
Net current-period OCI	—			—		—			—
Balance, June 30, 2025	$	—		$	289	$	—		$	289

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 December 31, 2025, the tax years that remain subject to examination by major jurisdictions generally are:

		Post-retirement benefit plans			Currency translation adjustment		Cash Flow Hedges			Total
United States – Federal	2019, 2020, 2022 and forward
Attributable to Matthews:
United States – State	2021 and forward
Balance, September 30, 2023		$	6,760		$	(190,196)	$	9,032		$	(174,404)
Canada	2021 and forward
OCI before reclassification		37			5,364		(2,301)			3,100
Germany	2020 and forward
Amounts reclassified from AOCI		(633)		(a)	(675)		(1,497)		(b)	(2,805)
United Kingdom	2024 and forward
Net current-period OCI		(596)			4,689		(3,798)			295
Singapore	2021 and forward
Balance, June 30, 2024		$	6,164		$	(185,507)	$	5,234		$	(174,109)
Australia	2021 and forward
Attributable to noncontrolling interest:
Balance, September 30, 2023		$	—		$	266	$	—		$	266
OCI before reclassification		—			22		—			22
Net current-period OCI		—			22		—			22
Balance, June 30, 2024		$	—		$	288	$	—		$	288

~~(a) Amounts~~Note ~~were included in net periodic benefit cost for pension and other postretirement benefit plans~~15. Segment Information

~~(b) Amounts~~The ~~were~~Company ~~included~~manages inits ~~interest~~businesses ~~expense~~under inthree reportable segments: Memorialization, Industrial Technologies and Brand Solutions. The Memorialization segment consists primarily of bronze and granite memorials and other memorialization products, caskets, cremation-related products, and cremation and incineration equipment primarily for the ~~periods~~cemetery inand ~~which~~funeral home industries. The Industrial Technologies segment includes product identification, and the ~~hedged~~design, ~~item~~manufacturing, ~~affected~~service ~~earnings~~and ~~(see~~sales ~~Note~~of 8)high-tech custom energy storage solutions. The segment historically provided warehouse automation technologies and solutions, including order fulfillment systems for identifying, tracking, picking and conveying consumer and industrial products, and coating and converting lines for the packaging, pharma, foil, décor and tissue industries. The Brand Solutions segment historically provided brand management, pre-media services, printing plates and cylinders, imaging services, digital asset management, merchandising display systems, and marketing and design services primarily for the consumer goods and retail industries.

On May 1, 2025, the Company contributed its SGK Business to a newly-formed entity, Propelis, in exchange for a 40% ownership interest in Propelis and other consideration. Propelis is a leading global provider of brand solutions. In December 2025, the Company sold its European roto-gravure packaging and tooling and flexographic print businesses to the local management of those businesses in exchange for cash and other consideration. On December 31, 2025, the Company sold its warehouse automation business for cash and other consideration. Following the completion of these transactions, the Company's Industrial Technologies segment consists of product identification, and the design, manufacturing, service and sales of high-tech custom energy storage solutions, and the Company's Brand Solutions segment consists of its 40% ownership interest in Propelis. 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.

The Company's primary measure of segment profitability is adjusted earnings before interest, income taxes, depreciation and amortization ("adjusted EBITDA"). 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, enterprise resource planning ("ERP") system integration costs, and strategic initiatives and other charges. This presentation is consistent with how the Company's chief operating decision maker (the “CODM”), identified as the Company's President and Chief Executive Officer, evaluates

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 1215. ~~Accumulated~~Segment ~~Other~~Information ~~Comprehensive Income~~ (continued)

~~Reclassifications~~the ~~out~~results of ~~AOCI~~operations ~~for~~versus ~~the~~budgets, ~~three~~forecasts, and ~~nine-month~~historical ~~periods~~performance, ~~ended~~and ~~June 30,~~makes ~~2025~~strategic and ~~2024~~resource ~~were~~allocation asdecisions ~~follows:~~about the business. For these reasons, the Company believes that adjusted EBITDA represents the most relevant measure of segment profit and loss.

	Amount reclassified from AOCI
Details about AOCI Components	Three Months Ended June 30, 2025		Nine Months Ended June 30, 2025		Affected line item in the Financial Statements
Postretirement benefit plans
Prior service credit (a)	$	90	$	270
Actuarial losses	129		403		Other income (deductions), net
	219		673		Income before income tax (b)
	(55)		(170)		Income taxes
	$	164	$	503	Net income
Derivatives
Cash flow hedges	$	273	$	993	Interest expense
Net investment hedges	191		847		Interest expense
	464		1,840		Income before income tax (b)
	(116)		(458)		Income taxes
	$	348	$	1,382	Net income
Other
Sale of SGK Business	$	(92,681)	$	(92,681)	Gain on sale of SGK Business
Other divestitures	—		(6,844)		Other current liabilities (c)

In addition, the CODM manages and evaluates the operating performance of the segments, as described above, on a pre-corporate cost allocation basis. Accordingly, for segment reporting purposes, the Company does not allocate corporate costs to its reportable segments. Corporate costs include management and administrative support to the Company, which consists of certain aspects of the Company’s executive management, legal, compliance, human resources, information technology (including operational support) and finance departments. These costs are included within "Corporate and Non-Operating" in the table below which reconciles adjusted EBITDA to income (loss) before income taxes and net income (loss). Management does not allocate non-operating items such as investment income, other income (deductions), net and noncontrolling interest to the segments. Intersegment sales are accounted for at negotiated prices. Segment assets include those assets that are used in the Company's operations within each segment.

Details about AOCI Components	Three Months EndedJune 30, 2024		Nine Months EndedJune 30, 2024		Affected line item in the Statement of income
Postretirement benefit plans
Prior service credit (a)	$	91	$	273
Actuarial losses	193		574		Other income (deductions), net
	284		847		Income before income tax (b)
	(72)		(214)		Income taxes
	$	212	$	633	Net income
Derivatives
Cash flow hedges	$	678	$	2,005	Interest expense
Net investment hedges	306		891		Interest expense
	984		2,896		Income before income tax (b)
	(246)		(724)		Income taxes
	$	738	$	2,172	Net income

The following tables present sales and significant expense categories that align with the segment-level information that is regularly provided to the CODM. Information about the Company's reportable segments follows:

(a) Prior service cost amounts are included in the computation of pension and other postretirement benefit expense, which is reported in cost of goods sold and selling and administrative expenses. (b) For pre-tax items, positive amounts represent income and negative amounts represent expense. (c) Reflects the release of a reserve that was established for currency translation amounts related to certain net assets classified as held-for-sale as of September 30, 2024. See Note 15, "Acquisitions and Divestitures."


	Three Months Ended December 31, 2025
	Memorialization		Industrial Technologies		Brand Solutions (1)		Reportable Segments Total
Sales	$	204,175	$	69,015	$	11,573	$	284,763
Cost of sales (2)	(114,026)		(54,057)		(9,468)		(177,551)
Gross profit (2)	90,149		14,958		2,105		107,212
Selling expense (2)	(23,309)		(7,433)		(141)		(30,883)
Administrative expense (2)	(27,891)		(11,983)		(4,473)		(44,347)
Other segment items (3)	—		—		15,203		15,203

Adjusted EBITDA	$	38,949	$	(4,458)	$	12,694	$	47,185

Intersegment sales	$	—	$	974	$	3	$	977
Depreciation and amortization	8,147		3,478		609		12,234
Total assets	902,399		323,013		304,459		1,529,871
Capital expenditures	4,530		295		187		5,012


	Three Months Ended December 31, 2024
	Memorialization		Industrial Technologies		Brand Solutions (1)		Reportable Segments Total
Sales	$	190,486	$	80,533	$	130,823	$	401,842
Cost of sales (2)	(108,893)		(57,851)		(97,892)		(264,636)
Gross profit (2)	81,593		22,682		32,931		137,206
Selling expense (2)	(18,967)		(7,480)		(7,837)		(34,284)
Administrative expense (2)	(26,014)		(13,370)		(12,802)		(52,186)



Adjusted EBITDA	$	36,612	$	1,832	$	12,292	$	50,736

Intersegment sales	$	—	$	310	$	283	$	593
Depreciation and amortization	7,202		5,674		8,860		21,736
Total assets	810,454		453,697		493,214		1,757,365
Capital expenditures	4,490		1,382		3,644		9,516

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 1315. ~~Income~~Segment ~~Taxes~~Information (continued)

~~Income~~(1) ~~tax~~Amounts ~~provisions~~do ~~for~~not ~~the~~include ~~Company's~~revenue ~~interim~~recognized ~~periods~~by, ~~are~~costs ~~based~~and onexpenses ~~the~~attributable ~~effective income tax rate expected~~ to ~~be applicable for the full year. The Company's consolidated income taxes for the first nine months of fiscal 2025 represented an expense of $38~~,~~391,~~ ~~compared~~or toassets aowned ~~benefit~~by ~~of $10~~Propelis,~~677~~ ~~for~~since ~~the~~Propelis ~~first~~is ~~nine~~a ~~months of fiscal 2024. The difference between the Company’s~~ non-consolidated ~~income~~subsidiary ~~taxes~~accounted for ~~the~~under ~~first nine months of fiscal 2025 compared to~~ the ~~same period for fiscal 2024 resulted from consolidated pre~~equity-tax income in fiscal 2025 compared to a consolidated pre-tax loss in fiscal 2024, net discrete tax expense related to the divestiture of the Company's interest in the SGK Business, net discrete tax benefits related to adjustments in tax reserves resulting from the progression of tax audits, and recognition of certain previously unrecognized deferred tax assetsmethod. ~~The~~(see ~~Company’s~~Note ~~fiscal 2025 nine month effective tax rate varied from the U.S. statutory tax rate of 21.0% primarily due to state taxes~~7, ~~tax~~"Investments" ~~credits,~~for ~~non-tax~~further ~~benefited foreign losses, discrete tax related to the sale of the Company's interest in the SGK Business, and other net discrete tax benefits~~information). The Company’s fiscal 2024 nine month effective tax rate varied from the U.S. statutory tax rate of 21.0% primarily due to tax credits, jurisdictional tax rate netting, recognition of certain previously unrecognized deferred tax assets and other net discrete tax benefits.

~~The Company had unrecognized tax benefits~~ (~~excluding penalties and interest~~2) ofAmounts ~~$2,051~~do ~~and~~not ~~$4,506~~include oncertain ~~June 30,~~non-cash ~~2025~~ and/or ~~September 30,~~non-recurring ~~2024,~~items ~~respectively,~~that ~~which~~do ~~would~~not ~~impact~~contribute ~~the~~directly ~~annual~~to ~~effective~~management's ~~rate~~evaluation atof ~~June 30,~~its ~~2025~~operating ~~and~~results ~~September 30,~~(as ~~2024,~~described ~~respectively.~~further Itin ~~is reasonably possible that~~ the ~~amount~~reconciliation of ~~unrecognized~~adjusted ~~tax~~EBITDA ~~benefits could decrease by approximately $366~~ in the ~~next~~table 12below) ~~months~~and ~~primarily~~also ~~due~~exclude todepreciation, ~~the~~amortization ~~completion of audits~~ and ~~the~~stock-based ~~expiration~~compensation ~~of the statute of limitations~~expense.

(3) The ~~Company~~three-months ~~classifies~~ended ~~interest~~December 31, ~~and~~2025 ~~penalties~~includes onthe ~~tax~~Company's ~~uncertainties~~portion ~~as a component~~ of ~~the~~depreciation, ~~provision~~intangible ~~for~~amortization, ~~income~~interest ~~taxes. Total~~expense, ~~penalties~~ and ~~interest~~other ~~accrued~~items ~~were~~incurred ~~$248~~by ~~and~~Propelis ~~$588~~(see atNote ~~June 30~~7, ~~2025~~"Investments" ~~and~~for ~~September 30,~~further ~~2024,~~information ~~respectively. These~~with ~~accruals~~respect ~~may~~to ~~potentially~~the beequity-method ~~applicable~~investment in ~~the event of an unfavorable outcome of uncertain tax positions~~Propelis).

OnA ~~July~~reconciliation 4,of ~~2025,~~adjusted ~~the~~EBITDA ~~One~~to ~~Big~~income ~~Beautiful Bill Act~~ (~~“OBBBA”~~loss) ~~was~~before ~~enacted~~income intaxes ~~the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts~~ and ~~Jobs~~net ~~Act,~~income ~~modifications~~(loss) to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is currently assessing the impact on its consolidated financial statements.follows:

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 June 30, 2025, the tax years that remain subject to examination by major jurisdictions generally are:


	Three Months Ended December 31,
	2025		2024

Reportable Segments Adjusted EBITDA	$	47,185	$	50,736
Corporate and Non-Operating	(11,947)		(10,713)
Acquisition and divestiture related items (1)**	(1,118)		(577)
Strategic initiatives and other items (2)**†	(15,250)		(615)
Gain on divestitures, net	113,209		—
Highly inflationary accounting losses (primarily non-cash) (3)	(16)		(191)


Stock-based compensation	(4,407)		(4,979)

Non-service pension and postretirement expense (4)	(38)		(133)
Depreciation and amortization *	(12,696)		(22,504)
Interest expense, including RPA and factoring financing fees (5)	(15,301)		(16,854)
Propelis depreciation, amortization, interest and other items (6)	(15,203)		—

Income (loss) before income taxes	84,418		(5,830)
Income tax (provision) benefit	(40,789)		2,358
Net income (loss)	$	43,629	$	(3,472)

United States – Federal			2019, 2020, 2022 and forward
United States – State			2020 and forward
Canada			2021 and forward
Germany			2019 and forward
United Kingdom			2023 and forward
Singapore			2020 and forward
Australia			2021 and forward



(1) Includes certain non-recurring items associated with recent acquisition and divestiture activities.
(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 $8,997 and $6,867 for the three months ended December 31, 2025 and 2024, respectively (see Note 18, "Legal Matters"). Fiscal 2025 includes net gains on the sales of certain significant property and other assets of $8,702 for the three months ended December 31, 2024. Fiscal 2025 also includes loss recoveries totaling $1,170 for the three months ended December 31, 2024 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) Non-service pension and postretirement expense includes interest cost, expected return on plan assets, amortization of actuarial gains and losses, curtailment gains and losses, and settlement gains and losses. These benefit cost components are excluded from adjusted EBITDA since they are primarily influenced by external market conditions that impact investment returns and interest (discount) rates. Curtailment gains and losses and settlement gains and losses are excluded from adjusted EBITDA since they generally result from certain non-recurring events, such as plan amendments to modify future benefits or settlements of plan obligations. The service cost and prior service cost components of pension and postretirement expense are included in the calculation of adjusted EBITDA, since they are considered to be a better reflection of the ongoing service-related costs of providing these benefits. 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 $668 and $1,172 for the three months ended December 31, 2025 and 2024, 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 $8,147 and $7,202 for the Memorialization segment, $3,478 and $5,674 for the Industrial Technologies segment, $609 and $8,860 for the Brand Solutions segment, and $462 and $768 for Corporate and Non-Operating, for the three months ended December 31, 2025 and 2024, respectively.

** Acquisition and divestiture costs, ERP system integration costs, and strategic initiatives and other charges were $69 and $1,303 for the Memorialization segment, $10,353 and $4,119 for the Industrial Technologies segment, $3,493 and $714 for the Brand Solutions segment, and charges of $2,453 and income of $4,944 for Corporate and Non-Operating, for the three months ended December 31, 2025 and 2024, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 1416. ~~Segment~~ Acquisitions ~~Information~~and Divestitures

~~The~~Fiscal ~~Company manages its businesses under three segments~~2026: Memorialization, Industrial Technologies and Brand Solutions. The Memorialization segment consists primarily of bronze and granite memorials and other memorialization products, caskets, cremation-related products, and cremation and incineration equipment primarily for the cemetery and funeral home industries. The Industrial Technologies segment includes the design, manufacturing, service and sales of high-tech custom energy storage solutions; product identification and warehouse automation technologies and solutions, including order fulfillment systems for identifying, tracking, picking and conveying consumer and industrial products; and coating and converting lines for the packaging, pharma, foil, décor and tissue industries. The Brand Solutions segment consists of brand management, pre-media services, printing plates and cylinders, imaging services, digital asset management, merchandising display systems, and marketing and design services primarily for the consumer goods and retail industries. On May 1, 2025, the Company contributed its SGK Business to a newly-formed entity, Propelis, in exchange for a 40% ownership interest in Propelis and other consideration. Propelis is expected to be a leading global provider of brand solutions. Following the completion of this transaction, the Company's Brand Solutions segment consists of its printing plates and cylinders business, and its 40% ownership interest in Propelis. 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 6, "Investments" and 15, "Acquisitions and Divestitures" for further information with respect to the Company's sale of its interest in the SGK Business.

~~The~~In December 2025, the Company's ~~primary~~completed ~~measure~~the sale of ~~segment~~its ~~profitability~~interests isin ~~adjusted~~Matthews ~~earnings~~Automation ~~before~~Solutions, ~~interest~~LLC, ~~income~~a ~~taxes,~~Delaware ~~depreciation~~limited liability company and ~~amortization~~wholly-owned ~~("adjusted~~subsidiary ~~EBITDA").~~of ~~Adjusted~~Matthews, ~~EBITDA~~and iscertain ~~defined~~related byassets ~~the~~to ~~Company~~Duravant asLLC. ~~earnings~~The ~~before~~total ~~interest,~~consideration ~~income~~was ~~taxes,~~approximately ~~depreciation~~$232,000, ~~amortization~~representing ~~and~~cash ~~certain~~consideration ~~non-cash~~of ~~and/or~~$225,400 ~~non-recurring~~plus ~~items~~the ~~that~~assumption doof ~~not~~certain ~~contribute~~liabilities ~~directly~~related to ~~management’s~~the ~~evaluation~~business, ofsubject ~~its~~to ~~operating~~adjustment ~~results.~~based ~~These~~on ~~items~~a ~~include~~number ~~stock-based~~of ~~compensation~~factors, ~~the~~including, ~~non-service~~but ~~portion~~not oflimited ~~pension~~to, indemnification obligations and ~~postretirement~~the ~~expense,~~final ~~acquisition~~determinations ~~and~~of ~~divestiture~~the ~~costs,~~total ~~gains~~adjusted ~~and~~consideration ~~losses~~(based on ~~divestitures,~~an agreed enterprise ~~resource~~value ~~planning~~of ~~("ERP")~~$230 million, ~~system~~plus ~~integration costs~~cash, less debt and ~~strategic~~transaction ~~initiatives~~expenses and ~~other~~subject ~~charges.~~to ~~This~~a ~~presentation~~customary isnet ~~consistent~~working ~~with~~capital ~~how~~adjustment ~~the~~measured ~~Company's~~against ~~chief~~a ~~operating~~target ~~decision~~amount). The ~~maker~~transaction resulted in a pre-tax gain of $148,304 (~~the~~$108,276 ~~“CODM”~~after-tax). ~~evaluates~~As of the ~~results~~date of ~~operations~~the disposal transaction, the divested business had current assets and ~~makes~~non-current ~~strategic~~assets ~~decisions~~of ~~about~~$21,381 ~~the~~and ~~business.~~$62,174, ~~For~~respectively, ~~these~~and ~~reasons~~current liabilities and non-current liabilities of $19,612 ~~the~~and ~~Company~~$3,067, ~~believes~~respectively. ~~that~~Income ~~adjusted~~(loss) ~~EBITDA~~before ~~represents~~income taxes for the ~~most~~divested ~~relevant~~business ~~measure~~was a loss of ~~segment~~$926 ~~profit~~and income of $200 for the three-month periods ended December 31, 2025 and ~~loss~~2024, respectively.

In ~~addition~~December 2025, the ~~CODM~~Company ~~manages~~completed ~~and evaluates~~ the ~~operating~~sale ~~performance~~ of ~~the~~its ~~segments,~~European asroto-gravure ~~described~~packaging ~~above,~~and ontooling aand ~~pre-corporate~~flexographic ~~cost~~print ~~allocation~~businesses ~~basis. Accordingly,~~to ~~for~~the ~~segment~~local ~~reporting~~management ~~purposes,~~of ~~the~~those ~~Company~~businesses. Total ~~does~~consideration ~~not~~from ~~allocate~~these ~~corporate~~divestitures ~~costs~~is to$41,009, ~~its~~consisting ~~reportable~~of ~~segments. Corporate~~$13,658 ~~costs~~of ~~include~~cash, ~~management~~$7,753 ~~and~~of ~~administrative~~deferred ~~support~~purchase ~~to the Company~~price, ~~which consists~~principally ofdue ~~certain~~within ~~aspects~~180 days of ~~the~~closing, ~~Company’s~~seller ~~executive~~financing ~~management,~~of ~~legal~~$7, ~~compliance~~660, ~~human~~and ~~resources,~~liabilities ~~information~~assumed ~~technology~~by the buyers (~~including~~principally ~~operational~~assumed ~~support)~~debt and ~~finance~~pension ~~departments. These~~obligations) ~~costs~~of ~~are~~$11,938, ~~included~~and ~~within~~the ~~"Corporate~~transactions ~~and~~resulted ~~Non~~in a pre-~~Operating"~~tax inloss ~~the~~of ~~following~~$35,095 ~~table~~($35,981 toafter-tax). ~~reconcile~~In toconnection ~~consolidated~~with ~~adjusted~~the ~~EBITDA~~sale ~~and~~of ~~are~~the ~~not~~European ~~considered~~roto-gravure apackaging ~~separate~~and ~~reportable~~tooling ~~segment.~~and ~~Management~~flexographic ~~does~~print ~~not~~businesses, ~~allocate~~the ~~non-operating~~Company ~~items~~has ~~such~~agreed asto ~~investment~~provide ~~income,~~certain ~~other~~limited ~~income~~administrative ~~(deductions),~~services ~~net~~for ~~and~~the ~~noncontrolling~~respective ~~interest~~buyers tounder ~~the~~short-term ~~segments~~transitional services agreements.

In 23October 2025, the Company completed a small acquisition within the Industrial Technologies segment for a purchase price of $524. The preliminary purchase price allocation was not finalized as of December 31, 2025 and remains subject to change as the Company obtains additional information related to working capital and other intangibles assets.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 14. Segment Information (continued)

The following table sets forth information about the Company's segments, including a reconciliation of adjusted EBITDA to net income.

	Three Months EndedJune 30,				Nine Months EndedJune 30,
	2025		2024		2025		2024
Sales:
Memorialization	$	203,728	$	202,664	$	599,834	$	632,891
Industrial Technologies	87,901		91,731		249,269		319,241
Brand Solutions	57,748		133,438		329,745		396,910
Consolidated Sales	$	349,377	$	427,833	$	1,178,848	$	1,349,042

Adjusted EBITDA:
Memorialization	$	42,801	$	38,737	$	124,451	$	122,051
Industrial Technologies	9,047		4,196		16,921		23,846
Brand Solutions	5,004		16,054		32,892		44,317
Corporate and Non-Operating	(12,302)		(14,241)		(38,277)		(43,186)
Total Adjusted EBITDA	$	44,550	$	44,746	$	135,987	$	147,028
Acquisition and divestiture related items (1)**	9,473		(2,266)		(6,877)		(5,565)
Strategic initiatives and other items (2)**†	(10,315)		(6,246)		(16,303)		(17,128)
Gain on sale of SGK Business	57,103		—		57,103		—
Highly inflationary accounting losses (primarily non-cash) (3)	(325)		(185)		(1,036)		(895)
Stock-based compensation	(8,841)		(5,331)		(19,838)		(14,309)
Non-service pension and postretirement expense (4)	(141)		(108)		(407)		(327)
Depreciation and amortization *	(15,836)		(23,657)		(56,571)		(70,441)
Interest expense, including RPA and factoring financing fees (5)	(16,804)		(14,005)		(50,668)		(40,539)
Income (loss) before income taxes	58,864		(7,052)		41,390		(2,176)
Income tax (provision) benefit	(43,477)		8,829		(38,391)		10,677
Net income	$	15,387	$	1,777	$	2,999	$	8,501

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 14. Segment Information (continued)

(1) Includes certain non-recurring items associated with recent acquisition and divestiture activities and also includes a loss of $2,072 for the nine months ended June 30, 2025 related to the divestiture of a business in the Industrial Technologies segment (See Note 15, "Acquisitions and Divestitures"). The fiscal 2025 third quarter amount reflects a reclassification of transaction costs totaling $9,738, which have been presented as a component of gain on sale of SGK Business. (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, Inc. ("Tesla"), which totaled $5,795 and $3,166 for the three months ended June 30, 2025 and 2024, respectively, and $14,419 and $8,138 for the nine months ended June 30, 2025 and 2024, respectively (see Note 17, "Legal Matter"). 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 the Company's Turkish subsidiaries (see Note 2, "Basis of Presentation"). (4) Non-service pension and postretirement expense includes interest cost, expected return on plan assets, amortization of actuarial gains and losses, curtailment gains and losses, and settlement gains and losses. These benefit cost components are excluded from adjusted EBITDA since they are primarily influenced by external market conditions that impact investment returns and interest (discount) rates. Curtailment gains and losses and settlement gains and losses are excluded from adjusted EBITDA since they generally result from certain non-recurring events, such as plan amendments to modify future benefits or settlements of plan obligations. The service cost and prior service cost components of pension and postretirement expense are included in the calculation of adjusted EBITDA, since they are considered to be a better reflection of the ongoing service-related costs of providing these benefits. 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 $974 and $1,225 for the three months ended June 30, 2025 and 2024, respectively, and $3,291 and $3,638 for the nine months ended June 30, 2025 and 2024, respectively.

* Depreciation and amortization was $7,394 and $7,073 for the Memorialization segment, $5,489 and $5,796 for the Industrial Technologies segment, $2,357 and $9,702 for the Brand Solutions segment, and $596 and $1,086 for Corporate and Non-Operating, for the three months ended June 30, 2025 and 2024, respectively. Depreciation and amortization was $21,766 and $20,400 for the Memorialization segment, $16,807 and $17,744 for the Industrial Technologies segment, $15,935 and $28,943 for the Brand Solutions segment, and $2,063 and $3,354 for Corporate and Non-Operating, for the nine months ended June 30, 2025 and 2024, respectively.

** Acquisition and divestiture costs, ERP system integration costs, and strategic initiatives and other charges were $552 and $1,108 for the Memorialization segment, $9,079 and $4,490 for the Industrial Technologies segment, $1,692 and $1,473 for the Brand Solutions segment, and income of $10,481 and costs of $1,441 for Corporate and Non-Operating, for the three months ended June 30, 2025 and 2024, respectively. Acquisition costs, ERP system integration costs, and strategic initiatives and other charges were $4,265 and $2,204 for the Memorialization segment, $15,462 and $14,288 for the Industrial Technologies segment, $2,822 and $2,694 for the Brand Solutions segment, and $631 and $3,507 for Corporate and Non-Operating, for the nine months ended June 30, 2025 and 2024, respectively.

† Strategic initiatives and other items includes charges for exit and disposal activities (including severance and other employee termination benefits) totaling expenses of $2,438 and $1,079 for the three months ended June 30, 2025 and 2024, respectively, and expenses of $1,133 and $3,862 for the nine months ended June 30, 2025 and 2024, respectively. Refer to Note 9, "Restructuring" for further details.

Note 15. Acquisitions and Divestitures

Fiscal 2025:

In May 2025, the Company acquired The Dodge Company ("Dodge") within the Memorialization segment for a purchase price of $55,624 (net of cash acquired). Dodge is a leading supplier of embalming chemicals and supplies in North America and sells a variety of other related products to ~~Funeral~~funeral ~~Homes~~homes. Annual sales for this business were approximately $43,000 prior to the acquisition. The preliminary purchase price allocation was not finalized as of ~~June~~December 3031, 2025 and remains subject to change as the Company obtains additional information related to working capital 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). The Company retained its European cylinders (packaging) business and other related investments following the completion of this transaction. The Company recognized a gain on sale of the SGK Business totaling $5755,~~103~~139 ($146,~~155~~158 after-tax) during ~~the third quarter of~~ fiscal 2025.

In 25October 2024, the Company completed a small acquisition within the Memorialization segment for a purchase price of $2,218. The Company finalized the allocation of the purchase price in the fourth quarter of fiscal 2025, resulting in no significant adjustments.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 15. Acquisitions and Divestitures (continued)

The following table summarizes the carrying values of the SGK Business assets and liabilities divested on May 1, 2025.

	May 1, 2025
Assets:
Cash and cash equivalents	$	22,996
Accounts receivable, net	72,146
Inventories, net	31,236
Property, plant and equipment, net	40,425
Operating lease right-of-use assets	18,334
Goodwill	223,719
Other intangible assets, net	23,672
Other current and non-current assets	17,159
Total assets	449,687
Liabilities:
Current portion of operating lease liabilities	7,478
Trade accounts payable	14,805
Accrued compensation	12,258
Long-term debt	5,817
Operating lease liabilities	11,619
Deferred income taxes	16,837
Other current and non-current liabilities	27,731
Total liabilities	96,545
Net assets	$	353,142

Income before income taxes for the divested SGK Business totaled $4,477 and $12,647 for the three and nine months ended June 30, 2025, respectively, and $5,435 and $14,226 for the three and nine months ended June 30, 2024, respectively.

In March 2025, the Company completed a small divestiture within the Industrial Technologies segment. Net proceeds from the divestiture totaled $2,049, and the transaction resulted in a pre-tax loss of $2,072, which was recorded as a component of administrative expense for the period ended June 30, 2025.

In October 2024, the Company completed a small acquisition within the Memorialization segment for a purchase price of $2,218. The preliminary purchase price allocation was not finalized as of June 30, 2025 and remains subject to change as the Company obtains additional information related to working capital.

During the first quarter of fiscal 2025, the Company completed a small divestiture within the Memorialization segment. The net assets for this business were fully written-down in fiscal 2024 in anticipation of the disposal transaction.

~~Fiscal~~ ~~2024:~~23

In January 2024, the Company completed a small acquisition within the Memorialization segment for a purchase price of $5,825 (net of holdbacks and other adjustments, including working capital). The Company finalized the allocation of the purchase price in the fourth quarter of fiscal 2024, resulting in no significant adjustments.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 1617. Goodwill and Other Intangible Assets

A summary of the carrying amount of goodwill attributable to each segment as well as the changes in such amounts are as follows:

	Memorialization		Industrial Technologies		BrandSolutions		Consolidated
Net goodwill at September 30, 2024	$	373,144	$	99,545	$	224,434	$	697,123
Net goodwill at September 30, 2025	$	387,537	$	100,024	$	—	$	487,561
Additions during period	42,822		—		—		42,822
Additions	—		1,331		—		1,331
Translation and other adjustments	82		457		(6,385)		(5,846)
Divestitures	—		(57,471)		—		(57,471)
Sale of SGK Business	—		—		(218,049)		(218,049)
Translation and other adjustments	63		310		—		373
Net goodwill at June 30, 2025	$	416,048	$	100,002	$	—	$	516,050
Net goodwill at December 31, 2025	$	387,600	$	44,194	$	—	$	431,794

The net goodwill balances at ~~June~~December 3031, 2025 and September 30, ~~2024~~2025 included $45,673 ~~and $277,913~~ of accumulated impairment losses~~, respectively~~. Accumulated impairment losses at ~~June~~December 3031, 2025 ~~were $5,000~~ and ~~$40,673 for the Memorialization and Industrial Technologies segments, respectively. Accumulated impairment losses at~~ September 30, ~~2024~~2025 were $5,000, ~~$40,673~~ and $~~232~~39,~~240~~867 for the Memorialization, and Industrial Technologies ~~and Brand Solutions~~ segments, respectively.

In fiscal 2026, additions reflect a small acquisition in the Industrial Technologies segment, and 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 2025 (January 1, 2025) 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.

The following tables summarize the carrying amounts and related accumulated amortization for intangible assets as of ~~June~~December 3031, 2025 and September 30, ~~2024~~2025, respectively.

CarryingAmount

AccumulatedAmortization

Net

June 30, 2025

December 31, 2025

Indefinite-lived trade names

30,540

—

30,540

Definite-lived trade names

2628,~~176~~729

(2119,~~513~~940)

48,~~663~~789

Customer relationships

~~150~~135,~~628~~713

(~~104~~87,~~363~~025)

4648,~~265~~688

Copyrights/patents/other

1620,~~441~~935

(1415,~~069~~190)

25,~~372~~745

~~223~~215,~~785~~917

(~~139~~122,~~945~~155)

8393,~~840~~762

September 30, 2024:

September 30, 2025:

Indefinite-lived trade names

30,540

—

30,540

Definite-lived trade names

~~151~~31,~~598~~673

(~~127~~22,~~829~~393)

239,~~769~~280

Customer relationships

~~380~~165,~~387~~477

(~~311~~105,~~621~~876)

6859,~~766~~601

Copyrights/patents/other

1920,~~166~~776

(1614,~~215~~239)

26,~~951~~537

~~581~~248,~~691~~466

(~~455~~142,~~665~~508)

~~126~~105,~~026~~958

The net change in intangible assets during the ~~nine~~three months ended ~~June~~December 3031, 2025 primarily reflected the ~~sale~~divestitures of the ~~Company's~~warehouse ~~interest~~automation inand ~~the~~European ~~SGK~~roto-gravure ~~Business~~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 $32,~~474~~966 and $98,~~037~~608 for the three-month periods ended ~~June~~December 3031, 2025 and 2024, respectively. ~~Amortization expense on intangible assets was $16,362 and $27,791 for the nine-month periods ended June 30, 2025 and 2024, respectively.~~ The fiscal ~~2025~~2026 decrease in intangible amortization reflected ~~certain intangible assets reaching the end of their amortizable lives, and~~ lower amortization following the Company's fiscal 2025 divestiture of its interest in the SGK Business. Amortization expense is estimated to be $27,~~977~~639 for the remainder of fiscal ~~2025~~2026, $96,~~497~~710 in ~~2026~~2027, $85,~~597~~222 in ~~2027~~2028, $64,~~702~~543 in ~~2028~~2029 and $54,~~782~~159 in ~~2029~~2030.

2724

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 1718. Legal ~~Matter~~Matters

On October 7, 2024, the United States District Court for the Northern District of California granted the Company’s motion to compel arbitration in response to a complaint filed by Tesla on June 14, 2024 against the Company in the Northern District of California, Civil Action No. 5:24-cv-03615 (N.D. Cal.), which alleged trade secret misappropriation under the Defend Trade Secrets Act (the "DTSA") and the California's Uniform Trade Secrets Act (the "CUTSA"), breach of contract and unfair business practices. Given the Court’s favorable ruling, the matter filed by Tesla has been effectively stayed pending arbitration, which Tesla has initiated. The Company maintains the claims ~~vaguely~~alleged ~~stated~~ in the complaint are without merit and continues to vigorously defend itself against the allegations in ~~the~~confidential arbitration.

In addition, on February 13, 2025, Tesla filed another additional complaint against the Company in the United States District Court for the Northern District of California alleging, in part, claims related to correction of inventorship, breach of contract, promissory estoppel and quasi-contract/restitution arising from and/or related to various U.S. patents and provisional patents, including but not limited to U.S. Patent No. 12,136,727. Similar to the prior matter, ~~the~~this ~~Company~~case has ~~already~~also ~~filed~~recently abeen ~~motion~~compelled to ~~compel~~confidential arbitration ~~and~~by ~~maintains~~ the ~~claims~~United ~~vaguely~~States ~~stated~~District inCourt for the ~~complaint~~Northern ~~filed~~District onof ~~February~~California. ~~13,~~The ~~2025~~Company ~~are~~maintains ~~also~~the claims are without merit. ~~The~~and ~~Company~~ intends to vigorously defend itself against the allegations if the matter is reinitiated by Tesla in confidential arbitration.

The Company is also defending a separate new confidential arbitration demand, initiated by Tesla on September 8, 2025, which alleges claims for breach of express warranty, declaratory relief, and breach of contract. The arbitration demand seeks declaratory relief and actual damages, plus interest and costs. An estimate of the possible loss or range of loss related to ~~both~~the foregoing matters cannot be made at this time given the continued lack of specificity in the ~~applicable~~pending ~~pleadings~~proceedings and/or ~~proceedings~~the applicable pleadings. In light of the substantial harm caused to the Company by Tesla's actions, the Company is now pursuing counterclaims against Tesla.

~~Note~~On 18October 1, 2025, Judge Edward Davila, a federal court judge from the United States District Court for the Northern District of California, issued an opinion and order granting Matthews’ petition to confirm a prior confidential arbitration award, and rejected Tesla’s motion to vacate that same arbitration award. ~~Related~~ Tesla ~~Party~~has ~~Transactions~~appealed Judge Davila’s ruling to the United States Court of Appeals for the Ninth Circuit.

InFinally, ~~connection with the sale of the Company's interest~~ in ~~the~~October ~~SGK Business~~2025, the Company ~~has~~finalized ~~agreed to provide certain administrative services for Propelis under~~ a ~~Transitional~~confidential ~~Services~~settlement ~~Agreement~~agreement ~~(the~~resolving ~~“TSA”).~~claims ~~The~~of ~~services~~alleged ~~provided~~copyright ~~under~~infringement ~~the~~arising 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 Company receives an administrative support fee from ~~Propelis~~a ~~for~~legacy ~~providing~~licensing ~~these~~arrangement ~~ongoing~~within ~~services. Such administrative support fees are intended to approximate~~ the ~~underlying~~Company's ~~cost~~Memorialization ~~of providing such services for Propelis~~segment. ~~During~~The ~~the~~settlement ~~third~~amount ~~quarter~~ of ~~fiscal 2025, the Company recognized~~ $18,~~612 of administrative support fees under the TSA~~000, which ~~were~~was ~~included~~accrued and recognized as a component of administrative expense. ~~Sales to and purchase from Propelis were immaterial~~ for the ~~three~~period ~~months~~ ended ~~June~~September 30, 2025~~. As of June 30~~, ~~2025,~~and ~~amounts~~was ~~due~~paid toduring ~~Matthews~~the ~~from~~first ~~Propelis~~quarter ~~totaled~~of ~~$5,887,~~fiscal ~~which~~2026. ~~reflected~~The ~~outstanding~~Company ~~administrative~~denies ~~fees,~~fault ~~and~~or ~~net~~wrongdoing ~~transactional~~in ~~amounts pending settlement under~~ the ~~TSA.~~matter ~~Such~~arising ~~amounts~~from ~~were~~this ~~included~~licensing ~~as a component of accounts receivable~~dispute.

Note 2819. Related Party Transactions

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 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 first quarter of fiscal 2026, the Company recognized $2,495 of administrative support fees under the TSA, which were included as a component of administrative expense. Sales to and purchase from Propelis were immaterial for the three months ended December 31, 2025. Amounts due from Matthews to Propelis were insignificant as of December 31, 2025. Amounts due to Matthews from Propelis totaled $3,971 as of September 30, 2025, which reflected outstanding administrative fees, and net transactional amounts pending settlement under the TSA. Such amounts were included as a component of accounts receivable.

Note 20. Subsequent Event

On January 22, 2026, subsequent to the date of the balance sheet, the Company redeemed all of its outstanding 2027 Senior Secured Notes. Refer to Note 8, "Debt and Financing Arrangements" for further information.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY STATEMENTS REGARDING FORWARD LOOKING STATEMENTS AND NON-GAAP FINANCIAL MEASURES:

The following discussion should be read in conjunction with the consolidated financial statements of Matthews International Corporation ("Matthews" or the "Company") and related notes thereto included in this Quarterly Report on Form 10-Q and the Company's Annual Report on Form 10-K for the fiscal year ended September 30, ~~2024~~2025. Any forward-looking statements contained herein 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 the anticipated ~~timing~~benefits and ~~benefits~~risks ofassociated with the joint venture transaction with Peninsula Parent LLC, d.b.a. Propelis Group ("Propelis") and the timing thereof, 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 Propelis that ~~recently~~ closed in fiscal year 2025, 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, 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 supply chain disruptions, 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 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 of Directors, and other factors described in Item 1A - "Risk Factors" in this Form 10-Q and Item 1A - "Risk Factors" in the Company's Form 10-K for the fiscal year ended September 30, ~~2024~~2025. 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.

Included in this report are measures of financial performance that are not defined by generally accepted accounting principles in the United States ("GAAP"). These non-GAAP financial measures assist management in comparing the Company's 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. For additional information and reconciliations from the consolidated financial statements see "Non-GAAP Financial Measures" below.

2926

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

RESULTS OF OPERATIONS:

The Company manages its businesses under three segments: Memorialization, Industrial Technologies and Brand Solutions. The Memorialization segment consists primarily of bronze and granite memorials and other memorialization products, caskets, cremation-related products, and cremation and incineration equipment primarily for the cemetery and funeral home industries. The Industrial Technologies segment includes product identification, and the design, manufacturing, service and sales of high-tech custom energy storage solutions;. The ~~product~~segment ~~identification~~historically ~~and~~provided warehouse automation technologies and solutions, including order fulfillment systems for identifying, tracking, picking and conveying consumer and industrial products;, and coating and converting lines for the packaging, pharma, foil, décor and tissue industries. The Brand Solutions segment ~~consists~~historically ofprovided brand management, pre-media services, printing plates and cylinders, imaging services, digital asset management, merchandising display systems, and marketing and design services primarily for the consumer goods and retail industries. On May 1, 2025, the Company contributed the vast majority of its Brand Solutions segment (the "SGK Business") to a newly-formed entity, Propelis, in exchange for a 40% ownership interest in Propelis and other consideration. Propelis is expected to be a leading global provider of brand solutions. Following the completion of this transaction, the Company's Brand Solutions segment consists of its printing plates and cylinders business, and its 40% ownership interest 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. As a result, the Company has not recorded earnings or losses for its investment in Propelis during the quarter ended June 30, 2025. See Notes 6, "Investments" and 15, "Acquisitions and Divestitures" in Item 1 - "Financial Statements" for further information with respect to the Company's sale of its interest in the SGK Business.

~~The~~On May 1, 2025, the Company's ~~primary~~contributed ~~measure~~the vast majority of its Brand Solutions segment ~~profitability~~(the is"SGK ~~adjusted~~Business") ~~earnings~~to ~~before~~a ~~interest~~newly-formed entity, ~~income taxes~~Propelis, ~~depreciation~~in ~~and~~exchange ~~amortization~~for ~~("adjusted~~a ~~EBITDA")~~40% ownership interest in Propelis and other consideration. ~~Adjusted~~ ~~EBITDA~~Propelis is ~~defined~~a byleading ~~the~~global ~~Company~~provider asof ~~earnings~~brand ~~before~~solutions. ~~interest,~~In ~~income~~December ~~taxes~~2025, ~~depreciation,~~the ~~amortization~~Company ~~and~~sold ~~certain~~its ~~non~~European roto-~~cash~~gravure packaging and~~/or~~ ~~non-recurring~~tooling ~~items~~and ~~that~~flexographic doprint ~~not~~businesses ~~contribute~~to ~~directly~~the tolocal management’s ~~evaluation~~ of ~~its~~those ~~operating~~businesses ~~results~~in exchange for cash and other consideration. ~~These~~ ~~items~~On ~~include~~December ~~stock-based~~31, ~~compensation~~2025, the ~~non-service~~Company ~~portion~~sold ofits ~~pension~~warehouse automation business for cash and ~~postretirement~~other ~~expense~~consideration. Following the completion of these transactions, ~~acquisition~~the Company's Industrial Technologies segment consists of product identification, and ~~divestiture~~the ~~costs~~design, ~~gains~~manufacturing, service and ~~losses~~sales onof ~~divestitures~~high-tech custom energy storage solutions, ~~enterprise~~and ~~resource~~the ~~planning~~Company's ~~("ERP")~~Brand ~~system~~Solutions ~~integration~~segment ~~costs~~consists of its 40% ownership interest in Propelis. Activity prior to May 1, ~~and~~2025 ~~strategic~~for ~~initiatives~~the ~~and~~SGK ~~other~~Business ~~charges~~is included within the consolidated financial statements of the Company. ~~This~~ ~~presentation~~As of May 1, 2025 the SGK Business has been deconsolidated from the financial statements and is ~~consistent~~now ~~with~~accounted ~~how~~for as part of the Company's ~~chief~~equity-method ~~operating~~investment ~~decision~~in ~~maker~~Propelis. ~~(the~~The ~~“CODM”)~~Company ~~evaluates~~recognizes ~~the~~its ~~results~~portion of ~~operations~~the ~~and~~earnings ~~makes~~or ~~strategic~~losses ~~decisions~~for ~~about~~its equity-method investment in Propelis on a three-month lag to ensure consistency and timely filing of the ~~business~~Company’s financial statements. Consequently, ~~For~~in ~~these~~fiscal ~~reasons~~2026, the Company's ~~believes~~portion ~~that~~of ~~adjusted~~earnings ~~EBITDA~~for ~~represents~~its ~~the~~equity-method ~~most~~investment ~~relevant~~in ~~measure~~Propelis includes the months of ~~segment~~July, ~~profit~~August and ~~loss~~September 2025. See Notes 7, "Investments" and 16, "Acquisitions and Divestitures" in Item 1 - "Financial Statements" for further information.

In addition, the CODM manages and evaluates the operating performance of the segments, as described above, on a pre-corporate cost allocation basis. Accordingly, for segment reporting purposes, the Company does not allocate corporate costs to its reportable segments. Corporate costs include management and administrative support to the Company, which consists of certain aspects of the Company’s executive management, legal, compliance, human resources, information technology (including operational support) and finance departments. These costs are included within "Corporate and Non-Operating" in the following table to reconcile to consolidated adjusted EBITDA and are not considered a separate reportable segment. Management does not allocate non-operating items such as investment income, other income (deductions), net and noncontrolling interest to the segments.

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~~December 3031, 2025 and 2024. Refer to Note 1415, "Segment Information" in Item 1 - "Financial Statements" for the Company's financial information by segment. Net income was $1543.46 million ~~and~~compared ~~$1.8~~to ~~million~~a ~~for~~net ~~the~~loss ~~three~~of ~~months ended June 30, 2025 and 2024, respectively, and~~ $3.~~0 million and $8.~~5 million for the ~~nine~~three months ended ~~June~~December 3031, 2025 and 2024, respectively. Refer to "Non-GAAP Financial Measures" below for a reconciliation of net income to adjusted EBITDA.

3027

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

Three Months EndedJune 30,

Nine Months EndedJune 30,

Three Months EndedDecember 31,

~~2025~~

~~2024~~

2025

2024

Sales:

~~(Dollar amounts in thousands)~~

(Dollar amounts in thousands)

Memorialization

~~203,728~~

~~202,664~~

~~599~~204,~~834~~175

~~632~~190,~~891~~486

Industrial Technologies

~~87,901~~

~~91,731~~

~~249~~69,~~269~~015

~~319~~80,~~241~~533

Brand Solutions

~~57,748~~

~~133,438~~

~~329~~11,~~745~~573

~~396~~130,~~910~~823

Consolidated Sales

~~349,377~~

~~427,833~~

1284,~~178,848~~763

1401,~~349,042~~842

Adjusted EBITDA:

Memorialization

~~42,801~~

~~38,737~~

~~124~~38,~~451~~949

~~122~~36,~~051~~612

Industrial Technologies

~~9,047~~

~~4,196~~

16(4,~~921~~458)

231,~~846~~832

Brand Solutions

~~5,004~~

~~16,054~~

3212,~~892~~694

4412,~~317~~292

Corporate and Non-Operating

~~(12,302)~~

~~(14,241)~~

(3811,~~277~~947)

(4310,~~186~~713)

Total Adjusted EBITDA (1)

~~44,550~~

~~44,746~~

~~135~~35,~~987~~238

~~147~~40,~~028~~023

(1) Total Adjusted EBITDA is a non-GAAP financial measure. See the "Non-GAAP Financial Measures" section below.

Sales for the ~~nine~~three months ended ~~June~~December 3031, 2025 were $1284.188 ~~billion~~million, compared to $1401.358 ~~billion~~million for the ~~nine~~three months ended ~~June~~December 3031, 2024. The decrease in fiscal ~~2025~~2026 sales reflected a sales reduction of $80115.23 million resulting from the divestiture of the Company's interest in the SGK Business on May 1, 2025 (see Acquisitions and Divestitures below). The fiscal ~~2025~~2026 ~~sales~~change ~~decline~~in sales also reflected higher sales in the Memorialization segment, partially offset by lower sales in the Industrial Technologies ~~and Memorialization segments~~segment. On a consolidated basis, changes in foreign currency exchange rates were estimated to have ana ~~unfavorable~~favorable impact of $12.16 million on fiscal ~~2025~~2026 sales compared to the prior year.

Memorialization segment sales for the first ~~nine~~three months of fiscal ~~2025~~2026 were $~~599~~204.82 million, compared to $~~632~~190.95 million for the first ~~nine~~three months of fiscal ~~2024~~2025. The sales ~~decrease~~increase principally reflected ~~lower~~inflationary ~~unit~~price ~~sales~~realization ofand ~~caskets,~~the ~~bronze~~favorable ~~and~~impact ~~granite~~of ~~memorial~~the ~~products,~~fiscal ~~and~~2025 ~~cremation~~acquisition ~~equipment,~~of ~~primarily~~The ~~reflecting~~Dodge aCompany ~~decline~~(see inAcquisitions ~~U.S.~~and ~~death~~Divestitures ~~rates~~below). These ~~declines~~increases were partially offset by ~~improved~~lower ~~price~~sales ~~realization and the favorable net impact~~ of ~~recently~~cremation ~~completed~~equipment ~~acquisitions~~ and ~~divestitures (see Acquisitions and Divestitures below)~~mausoleums. Industrial Technologies segment sales were $~~249~~69.30 million for the first ~~nine~~three months of fiscal ~~2025~~2026, compared to $~~319~~80.25 million for the first ~~nine~~three months of fiscal ~~2024~~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~~and ~~decrease~~the ~~also~~impact ~~reflected~~of ~~lower~~divesting ~~sales~~the ofCompany's ~~R+S~~tooling ~~automotive~~business ~~engineering~~in ~~solutions,~~December as2025 ~~the~~(see ~~Company~~Acquisitions ~~has~~and ~~discontinued~~Divestitures ~~these~~below). ~~product~~These ~~offerings~~declines were partially offset by increased sales of warehouse automation solutions. Fiscal ~~2025~~2026 sales for the Industrial Technologies segment were impacted by customer delays impacting the timing of projects within the energy storage business. Changes in foreign currency exchange rates had a favorable impact of $12.09 million on the segment's sales compared to the prior year. In the Brand Solutions segment, sales for the first ~~nine~~three months of fiscal ~~2025~~2026 were $~~329~~11.76 million, compared to $~~396~~130.98 million for the first ~~nine~~three months of fiscal ~~2024~~2025. The decrease in sales primarily reflected the divestiture of the Company's interest in the SGK Business on May 1, 2025. ~~Sales~~Fiscal ~~for~~2026 the SGK Business prior to the divestiture (versus the comparable period of the prior year) reflected higher brand sales in the U.S. and Asia-Pacific regions, improved retail-based sales, increased private-label brand sales, and improved price realization to mitigate inflationary cost increases. These increases were partially offset by lower brand sales in Europe and the impact of unfavorable changes in foreign exchange rates. Brand Solutions segment sales ~~also~~ reflected ~~lower~~ sales for the European cylinders (packaging) business, ~~which~~through ~~was~~December ~~not~~1, ~~part~~2025, ofat ~~the~~which ~~sale~~time ofthis ~~the~~business ~~SGK~~was ~~Business~~divested ~~and~~(see ~~remains~~Acquisitions ~~part~~and ofDivestitures ~~the Company~~below). Changes in foreign currency exchange rates had an unfavorable impact of $~~1.8~~804,000 ~~million~~ on the segment's sales compared to the prior year.

Gross profit for the ~~nine~~three months ended ~~June~~December 3031, 2025 was $~~391~~99.87 million, compared to $~~412~~125.47 million for the same period a year ago. ~~Consolidated~~ ~~gross profit as a percent of sales was 33.2% and 30.6% for the first nine months of fiscal 2025 and fiscal 2024, respectively.~~ The decrease in gross profit reflected a reduction of $1926.36 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 ~~lower~~higher ~~sales~~material and labor costs, and ~~higher~~lower ~~material~~sales and ~~labor~~margins ~~costs~~on engineered products. These 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 ~~net~~ impact of ~~recently~~the ~~completed~~Dodge ~~acquisitions~~acquisition ~~and divestitures~~ within the Memorialization segment. Gross profit also included acquisition integration costs and other charges primarily in connection with cost-reduction initiatives totaling $31.93 million and $91.21 million for the ~~nine~~three months ended ~~June~~December 3031, 2025 and 2024, respectively.

Selling and administrative expenses for the ~~nine~~three months ended ~~June~~December 3031, 2025 were $~~345~~112.74 million, compared to $~~347~~111.14 million for the ~~first~~same ~~nine~~period ~~months~~last ~~of fiscal 2024~~year. Consolidated selling and administrative expenses, as a percent of sales, were 2939.35% for the three months ended December 31, 2025, compared to 27.7% for the same period last year. Selling and administrative expenses in fiscal 2026 reflected benefits from ongoing cost-reduction initiatives, and an $18.5 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,

3128

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

~~the~~Inc. ~~nine~~("Tesla") ~~months~~totaling ~~ended June 30, 2025, compared to 25~~$9.7%0 ~~for~~million ~~the~~in ~~same~~fiscal ~~period~~2026 ~~last~~and ~~year~~$6. ~~Selling~~9 ~~and~~million ~~administrative expenses~~ in fiscal 2025 ~~reflected~~(see ~~benefits~~Legal ~~from~~Matters ~~ongoing~~below). ~~cost-reduction~~Selling ~~initiatives,~~ and aadministrative ~~$12.1~~expenses ~~million~~included ~~reduction~~fees infor ~~selling~~receivables ~~and~~sold ~~administrative~~under ~~expenses~~a ~~from~~receivables ~~the~~purchase ~~divestiture~~agreement ofand ~~the~~factoring ~~Company's~~arrangement ~~interest~~totaling $668,000 in ~~the~~fiscal ~~SGK~~2026 ~~Business,~~and ~~partially~~$1.2 ~~offset~~million byin ~~higher~~fiscal ~~compensation costs~~2025. Fiscal ~~2025~~2026 selling and administrative expenses included $52.13 million of ~~costs~~equity-method ~~related~~losses tofor the Company's ~~2025~~equity-method ~~contested~~investment ~~proxy,~~in $8Propelis.7 ~~million~~See ofNote ~~net gains on the sales of certain significant property and other assets~~7, ~~$3.5~~"Investments" ~~million~~in ofItem ~~accelerated~~1 ~~stock~~-~~based~~ ~~compensation~~"Financial ~~costs~~Statements" ~~related~~for tofurther ~~the Company's divestiture of its interest in the SGK Business, and a $2~~information.1 ~~million~~Fiscal ~~loss~~2025 onselling ~~a small divestiture in the Industrial Technologies segment. Selling~~ and administrative expenses included ~~legal costs related to an ongoing dispute in the Company's energy storage business totaling~~ $~~14.4 million in fiscal 2025 and $~~8.17 million inof ~~fiscal~~net ~~2024~~gains ~~(see~~on ~~Legal~~the ~~Matter~~sales ~~below). Selling~~of ~~and~~certain ~~administrative~~significant ~~expenses~~property ~~included fees for receivables sold under a receivables purchase agreement~~ and ~~factoring~~other ~~arrangement totaling $3~~assets.3 ~~million in fiscal 2025 and $3.6 million in fiscal 2024.~~ 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 $86.01 million in fiscal ~~2025~~2026, compared to $53.51 million in fiscal ~~2024~~2025. Intangible amortization for the ~~nine~~three months ended ~~June~~December 3031, 2025 was $163.40 million, compared to $~~27.~~8.6 million for the ~~nine~~three months ended ~~June~~December 3031, 2024. The fiscal ~~2025~~2026 decrease in intangible amortization reflected ~~certain intangible assets reaching the end of their amortizable lives, and~~ lower amortization following the Company's fiscal 2025 divestiture of its interest in the SGK Business. During the ~~third~~first quarter of fiscal ~~2025~~2026, the Company recognized a $57113.12 million of net pre-tax ~~gain~~gains on ~~the~~divestitures ~~sale of its interest in the SGK Business~~ (~~See~~see Acquisitions and Divestitures below).

Adjusted EBITDA was $~~136~~35.02 million for the ~~nine~~three months ended ~~June~~December 3031, 2025 and $~~147~~40.0 million for the ~~nine~~three months ended ~~June~~December 3031, 2024. Memorialization segment adjusted EBITDA was $~~124~~38.59 million for the first ~~nine~~three months of fiscal ~~2025~~2026 compared to $~~122~~36.16 million for the first ~~nine~~three months of fiscal ~~2024~~2025. The increase in segment adjusted EBITDA reflected the impact of improved price realization, benefits from productivity initiatives, and the favorable ~~net~~ impact of ~~recent~~the ~~acquisitions~~fiscal ~~and~~2025 ~~divestitures~~acquisition of The Dodge Company. These increases were partially offset by the impact of ~~lower unit sales, and~~ higher material and labor costs. Adjusted EBITDA for the Industrial Technologies segment was a loss of $164.95 million for the ~~nine~~three months ended ~~June~~December 3031, 2025 compared to income of $231.8 million for the ~~nine~~three months ended ~~June~~December 3031, 2024. The decrease in segment adjusted EBITDA primarily reflected the impact of lower sales ofand margins on engineered products, and unfavorable sales mix for warehouse automation solutions. These declines were partially offset by benefits from cost-reduction initiatives. Adjusted EBITDA for the Brand Solutions segment was $3212.97 million for the first ~~nine~~three months of fiscal ~~2025~~2026 compared to $4412.3 million for the same period a year ago. The ~~decrease~~change in segment adjusted EBITDA primarily reflected a reduction of $1112.02 million resulting from the fiscal 2025 divestiture of the Company's interest in the SGK Business~~. Adjusted~~, ~~EBITDA~~offset ~~for~~by the ~~SGK~~inclusion ~~Business~~of ~~prior to~~ the ~~divestiture~~Company's portion (~~versus~~40% ~~the~~ownership ~~comparable period of the prior year~~interest) ~~reflected the impact~~ of ~~higher~~Propelis' ~~labor~~adjusted ~~costs~~EBITDA, ~~partially~~which ~~offset~~totaled by$12.9 ~~the~~million ~~impact~~in offiscal ~~improved price realization and benefits from cost-reduction initiatives~~2026. ~~Brand~~See ~~Solutions~~Notes ~~segment~~7, ~~adjusted~~"Investments" ~~EBITDA~~and ~~also reflected declines for the European cylinders (packaging) business~~16, ~~which~~"Acquisitions ~~was~~and ~~not~~Divestitures" ~~part~~in ofItem ~~the~~1 ~~sale~~- of"Financial ~~the~~Statements" ~~SGK~~for ~~Business~~further ~~and remains part of the Company~~information.

Interest expense for the first ~~nine~~three months of fiscal ~~2025~~2026 was $4714.46 million, compared to $3615.97 million for the same period during the last fiscal year. The ~~increase~~decrease in interest expense reflected ~~higher~~lower average ~~interest~~borrowing ~~rates~~levels, partially offset by athe ~~decrease~~impact inof higher average ~~borrowing~~interest ~~levels~~rates in the current fiscal year. Other income (deductions), net, for the ~~nine~~three months ended ~~June~~December 3031, 2025 represented an increase in pre-tax income of $21.05 million, compared to aan ~~decrease~~increase in pre-tax income of $24.72 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 $1.3 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.

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 ~~nine~~three months of fiscal ~~2025~~2026 represented aan ~~provision~~expense of $3840.48 million, compared to a benefit of $102.74 million for the first ~~nine~~three months of fiscal ~~2024~~2025. The difference between the Company’s consolidated income taxes for the first ~~nine~~three months of fiscal ~~2025~~2026 compared to the same period for fiscal ~~2024~~2025 resulted from consolidated pre-tax income in fiscal ~~2025~~2026 compared to a consolidated pre-tax loss in fiscal ~~2024~~2025, and net discrete tax expense related to the divestiture of the Company's ~~interest~~warehouse inautomation ~~the~~and ~~SGK~~European ~~Business,~~roto-gravure ~~net~~packaging ~~discrete~~and ~~tax~~tooling ~~benefits related to adjustments in tax reserves resulting from the progression of tax audits,~~ and ~~recognition~~flexographic ofprint ~~certain previously unrecognized deferred tax assets~~businesses. The Company’s fiscal ~~2025~~2026 ~~nine~~three 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 ~~sale~~divestiture of the Company's ~~interest~~warehouse inautomation ~~the~~and ~~SGK~~European ~~Business,~~roto-gravure packaging and ~~other~~tooling ~~net~~and ~~discrete~~flexographic ~~tax~~print ~~benefits~~businesses. The Company’s fiscal ~~2024~~2025 ~~nine~~three month effective tax rate varied from the U.S. statutory tax rate of 21.0% primarily due to ~~tax~~state ~~credits~~taxes, ~~jurisdictional~~ tax ~~rate netting~~credits, ~~recognition~~non-tax ofbenefited ~~certain~~foreign ~~previously~~losses, ~~unrecognized deferred tax assets~~ and other net discrete tax benefits.

Legal ~~Matter~~Matters

Refer to Note 1718, "Legal ~~Matter~~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.

3229

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

Related Party Transactions

Refer to Note 1819, "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. 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.

3330

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

The reconciliation of net income to adjusted EBITDA is as follows:

	Three Months EndedJune 30,				Nine Months EndedJune 30,
			Three Months EndedDecember 31,
	~~2025~~		~~2024~~		2025		2024
	~~(Dollar amounts in thousands)~~				(Dollar amounts in thousands)
Net income	$	15,387	$	1,777	$	2,999	$	8,501
Net income (loss)					$	43,629	$	(3,472)
Income tax provision (benefit)	~~43,477~~		~~(8,829)~~		3840,~~391~~789		(102,~~677~~358)
Income (loss) before income taxes	~~58,864~~		~~(7,052)~~		4184,~~390~~418		(25,~~176~~830)
Interest expense, including RPA and factoring financing fees (1)	16,804		14,005		50,668		40,539
Propelis depreciation, amortization, interest and other items (1)					15,203		—
Depreciation and amortization *	15,836		23,657		56,571		70,441
Interest expense, including RPA and factoring financing fees (2)					15,301		16,854
Acquisition and divestiture related items (2)**	(9,473)		2,266		6,877		5,565
Depreciation and amortization *					12,696		22,504
Strategic initiatives and other items (3)**†	10,315		6,246		16,303		17,128
Acquisition and divestiture related items (3)**					1,118		577
Gain on sale of SGK Business	(57,103)		—		(57,103)		—
Strategic initiatives and other items (4)**†					15,250		615
Highly inflationary accounting losses (primarily non-cash) (4)	325		185		1,036		895
Gain on divestitures, net					(113,209)		—
Stock-based compensation	8,841		5,331		19,838		14,309
Highly inflationary accounting losses (primarily non-cash) (5)					16		191
Non-service pension and postretirement expense (5)	141		108		407		327
Stock-based compensation					4,407		4,979
Total Adjusted EBITDA	$	44,550	$	44,746	$	135,987	$	147,028
Non-service pension and postretirement expense (6)					38		133
Total Adjusted EBITDA					$	35,238	$	40,023

(1) ~~Includes~~Represents ~~fees~~the ~~for~~Company's ~~receivables~~portion ~~sold~~of ~~under~~depreciation, ~~the~~intangible ~~RPA~~amortization, interest expense, and ~~factoring~~other ~~arrangements~~items ~~totaling~~incurred ~~$1.0~~by ~~million~~Propelis ~~and~~(see ~~$1.2~~Note ~~million~~7, "Investments" for further information with respect to the ~~three~~equity-method ~~months~~investment ~~ended~~in ~~June~~Propelis). ~~30,~~(2) ~~2025~~Includes ~~and~~fees ~~2024,~~for ~~respectively,~~receivables sold under the RPA and ~~$3.3~~factoring ~~million~~arrangements totaling $668,000 and $31.62 million for the ~~nine~~three months ended ~~June~~December 3031, 2025 and 2024, respectively. (23) Includes certain non-recurring items associated with recent acquisition and divestiture activities ~~and also includes a loss of $2~~.1 ~~million for the nine months ended June 30, 2025 related to the divestiture of a business in the Industrial Technologies segment~~ (~~See Note 15, "Acquisitions and Divestitures" in Item 1 - "Financial Statements and Supplementary Data"~~4). ~~The fiscal 2025 third quarter amount reflects a reclassification of transaction costs totaling $9.7 million, which have been presented as a component of gain on sale of SGK Business. (3)~~ 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 $59.80 million and $36.29 million for the three months ended ~~June~~December 3031, 2025 and 2024, respectively, ~~and $14.4 million and $8.1 million for the nine months ended June 30, 2025 and 2024, respectively~~ (see Note 1718, "Legal ~~Matter~~Matters" in Item 1 - "Financial Statements and Supplementary Data"). Fiscal 2025 includes ~~costs related to the Company's 2025 contested proxy which totaled $207,000 for the three months ended June 30, 2025 and $5.1 million for the nine months ended June 30, 2025. Fiscal 2025 includes~~ net gains on the sales of certain significant property and other assets of $8.7 million ~~for the nine months ended June 30, 2025~~. Fiscal 2025 also includes loss recoveries totaling $~~538,000 for the three months ended June 30, 2025 and $~~1.72 million for the ~~nine~~three months ended ~~June~~December 3031, ~~2025~~2024 which were related to a previously disclosed theft of funds by a former employee initially identified in fiscal 2015. (45) Represents exchange losses associated with highly inflationary accounting related to ~~the~~certain ~~Company's~~ Turkish subsidiaries which were recently divested (see Note 2, "Basis of Presentation" in Item 1 - "Financial Statements and Supplementary Data"). (56) Non-service pension and postretirement expense includes interest cost, expected return on plan assets, amortization of actuarial gains and losses, curtailment gains and losses, and settlement gains and losses. These benefit cost components are excluded from adjusted EBITDA since they are primarily influenced by external market conditions that impact investment returns and interest (discount) rates. Curtailment gains and losses and settlement gains and losses are excluded from adjusted EBITDA since they generally result from certain non-recurring events, such as plan amendments to modify future benefits or settlements of plan obligations. The service cost and prior service cost components of pension and postretirement expense are included in the calculation of adjusted EBITDA, since they are considered to be a better reflection of the ongoing service-related costs of providing these benefits. 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.

* Depreciation and amortization was $78.41 million and $7.12 million for the Memorialization segment, $53.5 million and $5.87 million for the Industrial Technologies segment, $~~2.4 million and $9.7 million for the Brand Solutions segment~~609, ~~and $596,~~000 and $~~1.1 million for Corporate and Non-Operating, for the three months ended June 30, 2025 and 2024, respectively. Depreciation and amortization was $21.~~8 ~~million and $20~~.~~4 million for the Memorialization segment, $16.8 million and $17.7 million for the Industrial Technologies segment, $15.~~9 million ~~and $28.9 million~~ for the Brand Solutions segment, and $~~2.1~~462,000 ~~million~~ and $~~3.4~~768,000 ~~million~~ for Corporate and Non-Operating, for the ~~nine~~three months ended ~~June~~December 3031, 2025 and 2024, respectively.

** Acquisition and divestiture costs, ERP system integration costs, and strategic initiatives and other charges were $~~552~~69,000 and $1.13 million for the Memorialization segment, $910.14 million and $4.51 million for the Industrial Technologies segment, $13.75 million and $~~1.5~~714,000 ~~million~~ for the Brand Solutions segment, and ~~income~~charges of $102.5 million and ~~costs~~income of $1.4.9 million for Corporate and Non-Operating, for the three months ended ~~June~~December 3031, 2025 and 2024, respectively. Acquisition costs, ERP system integration costs, and strategic initiatives and other charges were $4.3 million and $2.2 million for the Memorialization segment, $15.5 million and $14.3 million for the Industrial Technologies segment, $2.8 million and $2.7 million for the Brand Solutions segment, and $631,000 and $3.5 million for Corporate and Non-Operating, for the nine months ended June 30, 2025 and 2024, respectively.

† Strategic initiatives and other items includes charges for exit and disposal activities (including severance and other employee termination benefits) totaling expenses of $21.45 million and $~~1.1~~313,000 ~~million~~ for the three months ended ~~June~~December 3031, 2025 and 2024, respectively~~, and expenses of $1~~.~~1 million and $3.9 million for the nine months ended June 30, 2025 and 2024, respectively.~~ Refer to Note 910, "Restructuring" in Item 1 - "Financial Statements and Supplementary Data" for further details.

3431

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

LIQUIDITY AND CAPITAL RESOURCES:

Net cash used in operating activities was $3352.90 million for the first ~~nine~~three months of fiscal ~~2025~~2026, compared to ~~net cash provided by operating activities of~~ $4325.30 million for the first ~~nine~~three months of fiscal ~~2024~~2025. Operating cash flow for both periods principally included net income (loss) adjusted for deferred taxes, depreciation and amortization, stock-based compensation expense, net gains ~~(losses)~~ on divestitures and sales of assets, and other non-cash adjustments, and changes in working capital items. Net changes in working capital items ~~decreased~~increased operating cash flow by $501.65 million and decreased operating cash flow by $2939.2 million in fiscal ~~2025~~2026 and fiscal ~~2024~~2025, respectively. The fiscal ~~2025~~2026 change in working capital principally reflected incentive compensation-related payments, ~~payments~~a ofsettlement ~~severance~~payment ~~and~~related ~~other~~to ~~employee~~a ~~termination~~contractual ~~benefits~~licensing matter (see Legal Matters above), changes in contract assets and liabilities related to revenue recognized using the over time method, increased accrued income taxes primarily related to the warehouse automation divestiture (see Acquisitions and Divestitures below), and changes in other accounts.

Cash provided by investing activities was $~~153~~237.24 million for the ~~nine~~three months ended ~~June~~December 3031, 2025, compared to ~~cash used in investing activities of~~ $381.64 million for the ~~nine~~three months ended ~~June~~December 3031, 2024. Investing activities for the first ~~nine~~three months of fiscal ~~2025~~2026 primarily reflected capital expenditures of $265.43 million, acquisitions, net of cash acquired, of $~~57.8 million~~524,000, proceeds from sale of assets of $143.95 million, and proceeds from ~~sale~~divestitures ~~of the SGK Business,~~ (net of divested cash,) of $~~228~~240.~~0 million, proceeds from other divestitures of $~~2.0 million~~, and investments and advances of $7~~.~~4 million.~~ Investing activities for the first ~~nine~~three months of fiscal ~~2024~~2025 primarily reflected capital expenditures of $339.25 million, acquisitions, net of cash acquired, of $52.82 million, and ~~purchases~~proceeds from sale of ~~investments~~assets of $~~825,000~~13.2 million.

Capital expenditures reflected reinvestment in the Company's business segments and were made primarily for the purchase of new production machinery, equipment, software and systems, and facilities designed to improve product quality, increase manufacturing efficiency and capacity, lower production costs and meet regulatory requirements. Capital expenditures for the last three fiscal years were primarily financed through operating cash. Capital spending for property, plant and equipment has averaged $5243.49 million for the last three fiscal years. Capital spending for fiscal ~~2025~~2026 is currently estimated to be in the range of approximately $3020 million to $4030 million. The Company expects to generate sufficient cash from operations to fund all anticipated capital spending projects.

Cash used in financing activities for the ~~nine~~three months ended ~~June~~December 3031, 2025 was $~~139~~186.46 million, primarily reflecting repayments, net of proceeds, on long-term debt of $70172.30 million, treasury stock purchases of $125.12 million, and dividends of $249.75 million~~, payments, net of proceeds, on net investment hedges of $22~~.1 ~~million, and $10.2 million of holdback and deferred purchase price payments related to acquisitions from prior years.~~ Cash ~~used~~provided inby financing activities for the ~~nine~~three months ended ~~June~~December 3031, 2024 was $418.14 million, primarily reflecting proceeds, net of repayments, on long-term debt of $2731.89 million, treasury stock purchases of $~~20.5 million, dividends of $24.1 million, payments of debt issuance costs of $~~4.73 million, and ~~proceeds~~dividends ~~from a net investment hedge~~ of $179.42 million.

The Company has a domestic credit facility with a syndicate of financial institutions that was amended and restated in September 2024. The amended and restated loan agreement includes a $~~750~~700.0 million senior secured revolving credit facility, which matures in January 2029, subject to the terms and conditions of the amended facility. The obligations under the domestic credit facility are secured by a first priority lien on substantially all of the assets of the Company and certain of its domestic subsidiaries. A portion of the revolving credit facility (not to exceed $350.0 million) can be drawn in foreign currencies. Borrowings under the revolving credit facility 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% (1.5025% at ~~June~~December 3031, 2025) 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. The Company is required to pay an annual commitment fee ranging from 0.15% to 0.30% (based on the Company's leverage ratio) of the unused portion of the revolving credit facility. The Company incurred debt issuance costs in connection with the amended and restated agreement. Unamortized costs were $43.26 million and $53.09 million at ~~June~~December 3031, 2025 and September 30, ~~2024~~2025, respectively.

The domestic credit facility requires the Company to maintain certain leverage and interest coverage ratios. A portion of the facility (not to exceed $7555.0 million) is available for the issuance of trade and standby letters of credit. Outstanding U.S. dollar denominated borrowings on the revolving credit facility at ~~June~~December 3031, 2025 and September 30, ~~2024~~2025 were $~~380~~214.40 million and $~~410~~384.52 million, respectively. ~~There~~ were no outstanding Euro denominated borrowings on the revolving credit facility at June 30, 2025. Outstanding Euro denominated borrowings on the revolving credit facility at September 30, 2024 were €30.0 million ($33.5 million). The weighted-average interest rate on outstanding borrowings for the domestic credit facility (including the effects of interest rate swaps ~~and Euro denominated borrowings~~) at ~~June~~December 3031, 2025 and 2024 was 43.1668% and 45.6117%, respectively.

3532

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

~~The~~As of December 31, 2025, the Company ~~has~~had $300.0 million aggregate principal amount of 8.625% senior secured second lien notes due October 1, 2027 (the "2027 Senior Secured Notes"). The 2027 Senior Secured Notes ~~bear~~bore interest at a rate of 8.625% per annum with interest payable semi-annually in arrears on April 1 and October 1 of each year. The Company's obligations under the 2027 Senior Secured Notes ~~are~~were secured by a second priority lien on substantially all of the assets of the Company and certain of its domestic subsidiaries. The Company iswas subject to certain covenants and other restrictions including cross default provisions in connection with the 2027 Senior Secured Notes. The Company incurred direct financing fees and costs in connection with 2027 Senior Secured Notes. Unamortized costs related to the Company’s notes were $43.4 million and $53.29 million at ~~June~~December 3031, 2025 and September 30, ~~2024~~2025, respectively.

~~The~~On ~~Company~~January ~~and certain of its domestic subsidiaries sell~~22, ~~on a continuous basis without recourse~~2026, ~~their~~subsequent ~~trade receivables~~ to ~~Matthews~~the ~~Receivables~~date ~~Funding~~of ~~Corporation,~~the ~~LLC~~balance ~~(“Matthews RFC”)~~sheet, athe ~~wholly-owned~~Company ~~bankruptcy-remote~~redeemed ~~subsidiary~~all of the ~~Company.~~outstanding ~~Matthews~~2027 ~~RFC~~Senior ~~has~~Secured aNotes ~~receivables~~for ~~purchase~~a ~~agreement~~redemption ~~(“RPA”)~~price toof ~~sell up to $110~~104.0313% ~~million~~ of ~~receivables~~the asoutstanding ofprincipal ~~June 30,~~amount ~~2025~~of ~~to certain purchasers (~~the ~~“Purchasers”)~~2027 onSenior aSecured ~~recurring~~Notes, ~~basis~~plus inaccrued ~~exchange~~and ~~for~~unpaid ~~cash~~interest ~~(referred~~on tosuch notes as ~~“capital”~~of ~~within~~ the ~~RPA)~~redemption ~~equal to the gross receivables transferred~~date. The ~~parties~~total ~~intend~~amount ~~that~~paid ~~the transfers of receivables~~ to redeem the ~~Purchasers~~2027 ~~constitute~~Senior ~~purchases~~Secured ~~and~~Notes ~~sales~~was ~~of receivables~~$320. ~~Matthews~~9 ~~RFC~~million, ~~has~~which ~~guaranteed~~was toprimarily ~~each~~funded ~~Purchaser~~using ~~the~~proceeds ~~prompt~~from ~~payment~~recent ~~of sold receivables~~divestitures, and ~~has~~additional ~~granted~~borrowings aunder ~~security interest in its assets for~~ the ~~benefit of the Purchasers. Under the RPA, each Purchaser~~Company’s ~~share~~domestic ofcredit ~~capital accrues yield at a floating rate plus an applicable margin~~facility. In ~~The~~connection ~~Company~~with isthis ~~the~~redemption, ~~master servicer under~~ the ~~RPA,~~Company ~~and~~expects isto ~~responsible~~recognize ~~for~~debt ~~administering~~extinguishment ~~and~~charges ~~collecting~~of ~~receivables.~~approximately ~~The RPA will reduce to~~ $7516.03 million asduring ofthe ~~August 1,~~second ~~2025,~~quarter ~~and~~of ~~matures~~fiscal ~~in April 2027~~2026.

The ~~proceeds~~Company and certain of ~~the~~its ~~RPA~~domestic ~~are~~subsidiaries ~~classified~~sell, ason ~~operating~~a ~~activities~~continuous inbasis ~~the~~without ~~Company’s~~recourse, ~~Consolidated~~their ~~Statements~~trade ofreceivables ~~Cash~~to ~~Flows. Cash~~Matthews ~~received~~Receivables ~~from~~Funding ~~collections~~Corporation, ofLLC ~~sold~~(“Matthews ~~receivables~~RFC”), ~~may~~a bewholly-owned ~~used~~bankruptcy-remote tosubsidiary ~~fund~~of ~~additional~~the ~~purchases~~Company. ofMatthews ~~receivables~~RFC onhas a ~~revolving~~receivables ~~basis,~~purchase oragreement (“RPA”) to ~~reduce~~sell ~~all~~up orto ~~any~~$75.0 ~~portion~~million of ~~the~~receivables ~~outstanding~~to ~~capital~~certain ofpurchasers (the “Purchasers~~. The~~”) ~~fair~~on ~~value~~a ofrecurring ~~the~~basis ~~sold~~in ~~receivables~~exchange ~~approximated~~for ~~book~~cash ~~value~~(referred ~~due~~ to ~~their~~as ~~credit~~“capital” ~~quality~~within ~~and~~the ~~short-term~~RPA) ~~nature,~~equal ~~and~~to asthe agross ~~result,~~receivables notransferred. ~~gain~~The orparties ~~loss~~intend onthat ~~sale~~the transfers of receivables ~~was~~to ~~recorded. As~~the ofPurchasers ~~June 30,~~constitute ~~2025~~purchases and ~~September 30,~~sales ~~2024,~~of ~~the~~receivables. Matthews ~~amount~~RFC ~~sold~~has guaranteed to each Purchaser the ~~Purchasers~~prompt ~~was~~payment ~~$85.6~~of ~~million~~sold receivables, and ~~$96.3~~has ~~million,~~granted ~~respectively,~~a ~~which~~security ~~was~~interest ~~derecognized~~in ~~from~~its assets for the ~~Consolidated~~benefit ~~Balance~~of ~~Sheets~~the Purchasers. As ~~collateral~~Under ~~against~~the ~~sold receivables~~RPA, ~~Matthews~~each ~~RFC~~Purchaser’s ~~maintains~~share aof ~~certain~~capital ~~level~~accrues ofyield ~~unsold~~at ~~receivables,~~a ~~which~~floating ~~was~~rate ~~$79.5~~plus ~~million~~an ~~and~~applicable ~~$58~~margin.2 ~~million~~The asCompany ofis ~~June 30~~the master servicer under the RPA, ~~2025~~and is responsible for administering and ~~September 30,~~collecting ~~2024,~~receivables. ~~respectively~~The RPA matures in April 2027.

The proceeds of the RPA are classified as operating activities in the Company’s Consolidated Statements of Cash Flows. Cash received from collections of sold receivables may be used to fund additional purchases of receivables on a revolving basis, or to reduce all or any portion of the outstanding capital of the Purchasers. 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 December 31, 2025 and September 30, 2025, the amount sold to the Purchasers was $51.0 million and $65.6 million, 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 $73.0 million and $63.7 million as of December 31, 2025 and September 30, 2025, respectively.

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

Nine Months EndedJune 30, 2025

Nine Months EndedJune 30, 2024

Three Months EndedDecember 31, 2025

Three Months EndedDecember 31, 2024

(Dollar amounts in thousands)

Gross receivables sold

~~231~~37,~~588~~353

~~291~~89,~~189~~486

Cash collections reinvested

(~~242~~51,~~288~~953)

(~~287~~85,~~889~~086)

Net cash (reinvested) received

(1014,~~700~~600)

34,~~300~~400

The Company, through ~~its~~a former U.K. subsidiary, previously participated in a non-recourse factoring arrangement. In connection with this arrangement, the Company periodically sold trade receivables to a third-party purchaser in exchange for cash. These transfers of financial assets were recorded at the time the Company surrendered control of the assets. 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 ~~June~~December 3031, 2025. The principal amount of receivables sold under this arrangement was $4521.8 4 million ~~and $53.1 million~~ during the ~~nine~~three months ended ~~June~~December 3031, ~~2025 and~~ 2024~~, respectively~~. The discounts on the trade receivables sold are included 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. ~~As of September 30, 2024, the amount of factored receivables that remained outstanding were $15.7 million.~~ See Note 1516, "Acquisitions and Divestitures" in Item 1 - "Financial Statements and Supplementary Data" for further information with respect to the sale of the Company's interest in the SGK Business.

~~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 Company is not a party to the agreements between the suppliers and the financial institutions and has no economic interest in a supplier's decision to sell a receivable. The range of payment terms negotiated with a supplier is consistent, irrespective of whether a supplier participates in the Program. All outstanding payments owed under the Program are recorded within trade accounts payable in the Consolidated Balance Sheets. The Company accounts for 33

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

~~all~~The ~~payments~~Company ~~made~~facilitates ~~under~~a voluntary supply chain finance program (the "Program") asto aprovide ~~reduction~~certain suppliers with the opportunity to ~~operating~~sell ~~cash~~receivables ~~flows~~due infrom ~~changes~~the inCompany ~~working~~to ~~capital~~participating ~~within~~financial institutions at the ~~Consolidated~~sole ~~Statements~~discretion of ~~Cash~~both ~~Flows~~the suppliers and the financial institutions. The amounts owed to a participating financial institution under the Program and included in trade accounts payable were $45.48 million and $36.01 million at ~~June~~December 3031, 2025 and September 30, ~~2024~~2025, respectively.

The Company, through certain of its European subsidiaries, has a credit facility with a European bank, which is guaranteed by Matthews. The maximum amount of borrowing available under this facility is €6.0 million ($7.0 million). The facility also provides €14.0 million ($16.4 million) for bank guarantees. This facility has no stated maturity date and is available until terminated. Outstanding borrowings under the credit facility totaled €~~311~~86,000 ($~~366~~101,000) and €659,000 ($774,000) at ~~June~~December 3031, 2025~~. There~~ ~~were~~and ~~no outstanding borrowings under the credit facility at~~ September 30, ~~2024~~2025, respectively. The weighted-average interest rate on outstanding borrowings under this facility was 4.1693% and 5.8810% at ~~June~~December 3031, 2025 and 2024, respectively.

Other borrowings totaled $5.84 million and $157.62 million at ~~June~~December 3031, 2025 and September 30, ~~2024~~2025, respectively. The weighted-average interest rate on these borrowings was 31.4233% and 2.6133% at ~~June~~December 3031, 2025 and 2024, respectively.

The Company operates internationally and utilizes certain derivative financial instruments to manage its foreign currency, debt and interest rate exposures. The following table presents information related to interest rate swaps entered into by the Company and designated as cash flow hedges:

	June 30, 2025			September 30, 2024
	December 31, 2025			September 30, 2025
	(Dollar amounts in thousands)
Notional amount	$	225,000		$	~~175~~225,000
Weighted-average maturity period (years)	2.94			3.2.7
Weighted-average received rate	43.3367		%	4.8513		%
Weighted-average pay rate	3.80		%	3.8380		%

The Company enters into interest rate swaps in order to achieve a mix of fixed and variable rate debt that it deems appropriate. The interest rate swaps have been designated as cash flow hedges of future variable interest payments, which are considered probable of occurring. 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 $2.23 million ($1.7 million after tax) and $2.63 million ($1.98 million after tax) at ~~June~~December 3031, 2025 and September 30, ~~2024~~2025, respectively, that is included in shareholders' equity as part of accumulated other comprehensive income (loss) ("AOCI"). Unrecognized gains of $1.93 million ($1.40 million after tax) and $31.86 million ($21.92 million after tax) related to previously terminated London Interbank Offered Rate ("LIBOR") based swaps were also included in AOCI as of ~~June~~December 3031, 2025 and September 30, ~~2024~~2025, respectively. Assuming market rates remain constant with the rates at ~~June~~December 3031, 2025, a ~~gain~~loss (net of tax) of approximately $~~252~~18,000 included in AOCI is expected to be recognized in earnings over the next twelve months.

3734

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

		Notional Amount				Unrealized Gains (Losses) Recognized in AOCI
Swap Currencies	Maturity Date	~~June~~December 3031, 2025		September 30, ~~2024~~2025		~~June~~December 3031, 2025			September 30, ~~2024~~2025
		(Dollar amounts in thousands)
USD/EUR	September 2027	$	81,392	$	81,392	$	(59,~~786~~045)		$	(59,~~440~~443)
USD/SEK	June 2026	20,000		20,000		(2,~~683~~621)			(~~468~~2,571)
USD/SGD	August 2026	—		20,000		—			(441)
USD/EUR	August 2026	25,000		25,000		(1,246)			(1,689)
USD/EUR	August 2026	25,000		25,000		(4,878)			(30)
		$	126,392	$	126,392	$	(12,912)	(1)	$	(13,703)	(1)
USD/CAD	May 2025	—		—		—			—
		$	126,392	$	146,392	$	(13,347)	(1)	$	(6,379)	(1)

(1) Total unrealized gains (losses) are presented net of tax of $4,337 and $4,652 as of December 31, 2025 and September 30, 2025, respectively.

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 $40.2 million at ~~June~~both December 3031, 2025, ~~of which $17.4 million~~ and ~~$22.8 million were included in other current liabilities and other non-current liabilities on the Consolidated Balance Sheet, respectively. Outstanding advance payment amounts totaled $58.4 million at~~ September 30, ~~2024~~2025, all of which ~~$17.4 million and $41.0 million~~ were included in other current liabilities ~~and other non-current liabilities~~ on the Consolidated Balance Sheet~~, respectively~~.

~~During~~The Company has a stock repurchase program, which is designed to increase shareholder value, enlarge the ~~third~~Company's ~~quarter~~holdings of ~~fiscal~~its ~~2025~~Class A Common Stock, ~~certain~~and ~~cross~~add ~~currency~~to ~~swaps~~earnings ~~were~~per ~~terminated~~share. Repurchased shares may be retained in treasury, utilized for acquisitions, or ~~modified~~reissued ~~following~~to employees or other purchasers, subject to the ~~sale~~restrictions ofset forth in the Company's ~~interest~~Restated inArticles of Incorporation. On November 21, 2025, the ~~SGK~~Company ~~Business~~announced that its Board of Directors approved the continuation of the stock repurchase program and increased the authorization for stock repurchases by an additional 5,000,000 shares during fiscal year 2025. ~~The~~Under ~~Company~~the ~~made~~current ~~payments~~authorization, ~~totaling~~4,837,444 ~~$37~~shares remained available for repurchase as of December 31, 2025.1 ~~million~~Refer into ~~connection~~Item ~~with~~2 ~~the~~- ~~settlement~~"Unregistered orSales ~~modification~~of Equity Securities and Use of ~~these~~Proceeds" ~~cross~~in ~~currency~~Part ~~swap~~II ~~contracts~~- "Other Information" for further details on the Company's repurchases in fiscal 2026.

~~The~~On ~~Company~~March ~~previously~~11, ~~used~~2025, ~~certain~~in ~~foreign~~connection ~~currency~~with ~~debt~~the ~~instruments~~filing asof ~~net~~an ~~investment~~automatic ~~hedges~~shelf ofregistration ~~foreign~~statement ~~operations~~on ~~with~~Form aS-3 ~~notional~~pursuant ~~amount~~to ofwhich ~~€30.0~~the ~~million~~Company ~~($33.5~~re-registered ~~million)~~3,000,000 asshares of ~~September 30~~Class A Common Stock, ~~2024.~~the ~~Currency~~Company ~~losses~~entered ofinto ~~$3.8~~an ~~million~~Equity ~~(net~~Distribution ofAgreement ~~income~~for ~~taxes~~an ofAt-The-Market ~~$1.1~~equity ~~million~~offering program ("ATM Program"), pursuant to which ~~represent~~the ~~effective~~Company ~~hedges~~may issue and sell, from time to time, up to 1,250,000 shares of ~~net~~its ~~investments~~Class A Common Stock under the shelf registration. For the three months ended December 31, ~~were~~2025, ~~reported~~the asCompany adid ~~component~~not sell any shares of ~~AOCI~~its ~~within~~Class ~~currency~~A ~~translation~~Common ~~adjustment~~Stock atunder its ATM Program. As of September 30, ~~2024~~2025, the Company had 1,250,000 shares remaining for sale under the ATM Program. The Company has no near-term intention to utilize the ATM Program.

~~The~~Consolidated ~~Company~~working ~~has~~capital aof ~~stock~~the ~~repurchase~~Company ~~program~~was $164.3 ~~The~~million ~~buy-back~~at ~~program~~December 31, is2025, ~~designed~~compared to ~~increase~~$169.7 ~~shareholder~~million ~~value~~at September 30, ~~enlarge~~2025. Cash ~~the~~and ~~Company's~~cash ~~holdings~~equivalents ofwere ~~its~~$31.4 ~~Class~~million Aat ~~Common~~December 31, ~~Stock~~2025, ~~and~~compared ~~add~~ to ~~earnings~~$32.4 ~~per~~million ~~share~~at September 30, 2025. The ~~Repurchased~~Company's ~~shares~~current ~~may~~ratio bewas ~~retained~~1.5 inat ~~treasury~~both December 31, ~~utilized~~2025 ~~for~~and ~~acquisitions~~September 30, or2025, ~~reissued~~respectively. toAs ~~employees~~of orDecember 31, ~~other~~2025 ~~purchasers~~and September 30, ~~subject~~2025, to the ~~restrictions~~Company ~~set~~had ~~forth~~net incontract assets for projects recognized using the ~~Company's~~over ~~Restated~~time ~~Articles~~method oftotaling ~~Incorporation~~$109.8 ~~Under~~million ~~the~~and ~~current~~$99.7 ~~authorization~~million, 48respectively,~~829~~ ~~shares~~which ~~remained~~primarily ~~available~~represent ~~for~~unbilled ~~repurchase~~revenues, asnet of ~~June~~deferred revenues related to customer deposits and progress billings. Net contract assets at December 31, 2025 and September 30, 2025 predominantly related to ongoing projects with Tesla. Unbilled ~~Refer~~revenues are generally expected to ~~Item~~be 2invoiced -upon ~~"Unregistered~~the ~~Sales~~attainment of ~~Equity~~certain ~~Securities~~contractual conditions and ~~Use~~milestones. The Company continues to perform according to the general terms and conditions of ~~Proceeds"~~its incontractual ~~Part~~arrangements IIwith -Tesla. ~~"Other~~Customer ~~Information"~~delays ~~for~~within ~~further~~the ~~details~~energy onstorage business have impacted the ~~Company's~~timing ~~repurchases~~of projects, and consequently, have resulted in ~~fiscal~~invoicing ~~2025~~delays for this business.

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") where 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 three months ended June 30, 2025, the Company did not sell any shares of its Class A Common Stock under its ATM Program. As of June 30, 2025, the Company had 1,250,000 shares remaining for sale under the ATM Program. The Company has no near-term intention to utilize the ATM Program.35

Consolidated working capital of the Company was $205.5 million at June 30, 2025, compared to $197.8 million at September 30, 2024. Cash and cash equivalents were $20.4 million at June 30, 2025, compared to $40.8 million at September 30, 2024. The Company's current ratio was 1.7 at June 30, 2025 and 1.5 at September 30, 2024, respectively.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

Long-Term Contractual Obligations:

The following table summarizes the Company's contractual obligations at ~~June~~December 3031, 2025, and the effect such obligations are expected to have on its liquidity and cash flows in future periods.

	Payments due in fiscal year:
	Total		~~2025Remainder~~2026Remainder		~~2026~~2027 to ~~2027~~2028		~~2028~~2029 to ~~2029~~2030		~~After2029~~After2030
Contractual Cash Obligations:	(Dollar amounts in thousands)
Revolving credit facilities	$	~~380~~214,~~785~~088	$	—	$	~~366~~102	$	~~380~~213,~~419~~986	$	—
2027 Senior Secured Notes	360,317		—		51,750		308,567		—
2027 Senior Secured Notes (1)	348,347		12,938		335,409		—		—
Finance lease obligations (1)	22,262		1,881		13,988		5,320		1,073
Finance lease obligations (2)	20,957		4,295		12,851		3,621		190
Non-cancelable operating leases (1)	55,987		5,040		30,951		14,545		5,451
Non-cancelable operating leases (2)	49,328		9,051		25,299		11,868		3,110
Cross-currency swaps	5957,~~717~~435		—45,360		5912,~~717~~075		—		—
Other (2)	15,593		4,472		8,478		—		2,643
Other (3)	10,781		2,000		3,836		—		4,945
Total contractual cash obligations	$	~~894~~700,~~661~~936	$	1173,~~393~~644	$	~~165~~389,~~250~~572	$	~~708~~229,~~851~~475	$	98,~~167~~245

(1) ~~Lease~~In ~~obligations~~January ~~have~~2026, ~~not~~subsequent ~~been~~to ~~discounted~~the todate ~~their~~of ~~present~~the ~~value~~balance sheet, the Company redeemed all of the outstanding 2027 Senior Secured Notes using proceeds from recent divestitures, and additional borrowings under the Company’s domestic credit facility (see above for further information).

(2) ~~Includes~~Lease ~~$4,472 of severance and other employee termination benefit~~ obligations, ashave ~~well~~not asbeen ~~$5,286~~discounted ~~of deferred purchase price and contingent consideration obligations related~~ to ~~acquisitions~~their ~~completed~~present ~~in prior years~~value.

~~Unrecognized~~(3) ~~tax~~Includes ~~benefits~~$775 ~~are~~of ~~positions~~severance ~~taken,~~and orother ~~expected~~employee totermination bebenefit ~~taken~~obligations, onas anwell ~~income~~as ~~tax return that may result in additional payments to tax authorities. If a tax authority agrees with the tax position taken~~$5,061 ~~or expected to be taken, or the applicable statute~~ of ~~limitations~~deferred ~~expires,~~purchase ~~then~~price ~~additional payments will not be necessary. As of June 30, 2025, the Company had unrecognized tax benefits, excluding penalties~~ and ~~interest,~~contingent ofconsideration ~~approximately~~obligations ~~$2.1 million. The timing of potential future payments~~ related to ~~the~~acquisitions ~~unrecognized~~completed ~~tax~~in ~~benefits~~prior ~~is not presently determinable~~years. ~~The Company believes that its current liquidity sources, combined with its operating cash flow and borrowing capacity, will be sufficient to meet its capital needs for the foreseeable future.~~

Unrecognized tax benefits are positions taken, or expected to be taken, on an income tax return that may result in additional payments to tax authorities. If a tax authority agrees with the tax position taken, or expected to be taken, or the applicable statute of limitations expires, then additional payments will not be necessary. As of December 31, 2025, the Company had unrecognized tax benefits, excluding penalties and interest, of approximately $2.9 million. The timing of potential future payments related to the unrecognized tax benefits is not presently determinable. The Company believes that its current liquidity sources, combined with its operating cash flow and borrowing capacity, will be sufficient to meet its capital needs for the foreseeable future.

REGULATORY MATTERS:

The Company’s operations are subject to various federal, state and local laws and regulations requiring strict compliance, including, but not limited to, the protection of the environment. The Company has established numerous internal compliance programs to further enhance measures meant to ensure lawful satisfaction of the applicable regulations. In addition, the Company is party to specific environmental matters which include obligations to investigate and mitigate the effects on the environment of certain materials at operating and non-operating sites. The Company is currently performing environmental assessments and remediation at certain sites, as applicable.

ACQUISITIONS AND DIVESTITURES:

Refer to Note 1516, "Acquisitions and Divestitures" in Item 1 - "Financial Statements" for further details on the Company's acquisitions and divestitures.

SUBSEQUENT EVENT:

Refer to Note 20, "Subsequent Event" in Item 1 - "Financial Statements" for further details on the Company's subsequent event.

FORWARD-LOOKING INFORMATION:

Management routinely develops and reviews with the Company’s Board of Directors strategic plans with the primary objective of continuous improvement in the Company’s consolidated sales and operating results, with a view towards enterprise-level strategic transactions. Strategic plans are developed at the business segment level and generally contain strategies for organic growth and acquisitions. Organic growth primarily reflects the Company’s internal efforts to grow its businesses including commercial activities, cost structure and productivity improvements, new product development, and the expansion into new markets with existing products. Growth through acquisitions reflects the benefits from acquired businesses and also includes related integration activities to achieve commercial and cost synergy benefits.

~~The~~ significant factors influencing organic sales growth in the Industrial Technologies segment include economic/industrial market conditions, new product development, and the electric vehicles ("EV") and e-commerce trends. Sales within this 36

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

~~segment~~growth are influenced by the timing of work with the Company's largest energy storage customer, which may be impacted by continuing disputes with such customer, as well as the level of advancement by existing and ~~potential new customers towards adopting new production solutions~~acquisitions. ~~For~~Organic ~~the Memorialization segment, the Company expects that sales~~ growth ~~will~~primarily bereflects ~~influenced by North America death rates and~~ the ~~impact of the increasing trend toward cremation on the segment'~~Company’s ~~product~~internal ~~offerings,~~efforts ~~including~~to ~~caskets,~~grow ~~cemetery memorial products and cremation-related products. On May 1, 2025, the Company contributed~~ its ~~SGK~~businesses ~~Business~~including tocommercial ~~a newly-formed entity~~activities, ~~Propelis,~~cost instructure ~~exchange for a 40% ownership interest in Propelis~~ and ~~other~~productivity ~~consideration.~~improvements, ~~Following~~new ~~the~~product ~~completion of this transaction~~development, ~~the SGK Business has been deconsolidated from the financial statements~~ and ~~is now accounted for as part of~~ the ~~Company's~~expansion ~~equity-method~~into ~~investment~~new inmarkets ~~Propelis. See Notes 6, "Investments" and 15, "Acquisitions and Divestitures" in Item 1 - "Financial Statements" for further information~~ with ~~respect~~existing ~~to the Company's sale of its interest in the SGK Business~~products. ~~The~~Growth ~~underlying~~through ~~business~~acquisitions ~~performance~~reflects ~~for~~ the ~~Company's~~benefits ~~investment~~from inacquired ~~Propelis~~businesses ~~will be influenced by global economic conditions, brand innovation, the level of marketing spending by the investee's clients, government regulation, currency fluctuations,~~ and ~~the~~also ~~ability~~includes ofrelated ~~the~~integration ~~investee~~activities to ~~effectively~~achieve ~~integrate~~commercial and ~~achieve~~cost ~~anticipated~~ synergy benefits ~~from the joint venture~~.

The ~~Matthews~~significant ~~Board~~factors ofinfluencing ~~Directors~~organic ~~has~~sales ~~launched~~growth ain ~~comprehensive~~the ~~review~~Industrial ofTechnologies ~~strategic~~segment ~~alternatives~~include ~~for~~economic/industrial market conditions, new product development, and the electric vehicle ("EV") trend. Sales within this segment are influenced by the timing of work with the Company’'s ~~entire~~largest ~~portfolio~~energy ofstorage ~~businesses~~customer, which ~~was~~may ~~publicly~~be ~~announced~~impacted inby ~~November~~continuing ~~2024.~~disputes ~~The~~with ~~Board~~such iscustomer, ~~dedicated~~as towell ~~driving~~as ~~long-term~~the ~~value~~level ~~creation,~~of ~~and~~advancement ~~the~~by ~~strategic~~existing ~~alternatives~~and ~~process~~potential isnew acustomers ~~reflection~~towards ofadopting ~~that~~new ~~commitment~~production solutions. In ~~addition~~For tothe Memorialization segment, the ~~recent~~Company ~~divestiture~~expects that sales growth will be influenced by North America death rates and the impact of the ~~Company’s~~increasing ~~interest~~trend intoward cremation on the ~~SGK~~segment's ~~Business~~product offerings, including caskets, cemetery memorial products and cremation-related products. On May 1, 2025, the Company ~~expects~~contributed its SGK Business to ~~announce~~a ~~several~~newly-formed ~~additional~~entity, ~~initiatives~~Propelis, ~~over~~in exchange for a 40% ownership interest in Propelis and other consideration. Following the ~~course~~completion of ~~fiscal~~this ~~2025~~transaction, ~~that~~the ~~will~~SGK ~~focus~~Business onhas ~~driving~~been ~~shareholder~~deconsolidated ~~value.~~from ~~The~~the ~~Company~~financial ~~also~~statements ~~initiated~~and ~~cost~~is ~~reduction~~now ~~programs~~accounted ~~during~~for as part of the ~~fourth~~Company's ~~quarter~~equity-method ofinvestment ~~fiscal~~in ~~2024~~Propelis. See Notes 7, ~~which~~"Investments" ~~are~~and ~~primarily~~16, ~~focused~~"Acquisitions onand Divestitures" in Item 8 - "Financial Statements and Supplementary Data" for further information. The underlying business performance for the Company's ~~engineering~~investment ~~and~~in ~~tooling~~Propelis ~~operations~~will inbe ~~Europe~~influenced by global economic conditions, asbrand ~~well~~innovation, asthe level of marketing spending by the ~~Company~~investee's ~~general~~clients, ~~and~~government ~~administrative~~regulation, ~~functions.~~currency ~~These~~fluctuations, ~~cost~~and ~~reduction~~the ~~programs~~ability ~~are~~of ~~expected~~the investee to beeffectively ~~completed~~integrate byand ~~fiscal~~achieve ~~2026~~anticipated synergy benefits from the joint venture.

The Matthews Board of Directors has launched a comprehensive review of strategic alternatives for the Company’s entire portfolio of businesses, which was publicly announced in November 2024. The Board is dedicated to driving long-term value creation, and the strategic alternatives process is a reflection of that commitment. In addition to the divestiture of the Company’s interest in the SGK Business, the Company also recently completed the divestitures of its warehouse automation and European roto-gravure packaging and tooling and flexographic print businesses during the first quarter of fiscal 2026. The Company's strategic alternatives review to enhance shareholder value creation remains ongoing. The Company also initiated cost reduction programs during the fourth quarter of fiscal 2024, which were primarily focused on the Company's engineering and tooling operations in Europe, as well as the Company's general and administrative functions. The Company is reviewing further cost reduction actions for fiscal 2026.

CRITICAL ACCOUNTING ESTIMATES AND POLICIES:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Therefore, the determination of estimates requires the exercise of judgment based on various assumptions and other factors such as historical experience, economic conditions, and in some cases, actuarial techniques. Actual results may differ from those estimates. A discussion of market risks affecting the Company can be found in Item 7A - "Quantitative and Qualitative Disclosures about Market Risk" in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, ~~2024~~2025.

A summary of the Company's significant accounting policies are included in the Notes to Consolidated Financial Statements and in the critical accounting policies in Management's Discussion and Analysis included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, ~~2024~~2025. Management believes that the application of these policies on a consistent basis enables the Company to provide useful and reliable financial information about the Company's operating results and financial condition.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:

Refer to Note 2, "Basis of Presentation" in Item 1 - "Financial Statements," for further details on recently issued accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~Except~~There ~~as set forth in Note 8, "Derivatives and Hedging Activities" in Item 1 - "Financial Statements," there~~ have been no material changes in the Company’s market risk during the three ~~and nine~~ months ended ~~June~~December 3031, 2025. For additional information, see Item 7A - "Quantitative and Qualitative Disclosures About Market Risk" in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, ~~2024~~2025.

Item 4. Controls and Procedures

The Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are designed to provide reasonable assurance that information required to be disclosed in our reports filed under that Act (the "Exchange Act"), such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the rules of the Securities and Exchange Commission. These disclosure controls and procedures also are designed to provide reasonable assurance that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

Management, under the supervision and with the participation of our Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures in effect as of ~~June~~December 3031, 2025. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of ~~June~~December 3031, 2025, the Company's disclosure controls and procedures were effective to provide reasonable assurance that material information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, and that such information is recorded, summarized and properly reported within the appropriate time period, relating to the Company and its consolidated subsidiaries, required to be included in the Exchange Act reports, including this Quarterly Report on Form 10-Q.

There have been no changes in the Company's internal controls over financial reporting that occurred during the fiscal quarter ended ~~June~~December 3031, 2025 that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.

4138

PART II ‑ OTHER INFORMATION

Item 1. Legal Proceedings

The Company is subject to various legal proceedings and claims arising in the ordinary course of business. Management does not expect that the results of any of these ordinary course legal proceedings, as presently positioned, will have a material adverse effect on Matthews' financial condition, results of operations or cash flows.

In addition to these ordinary course legal proceedings, the Company is involved in the following legal proceedings.

On October 7, 2024, the United States District Court for the Northern District of California granted the Company’s motion to compel arbitration in response to a complaint filed by Tesla, Inc. ("Tesla") on June 14, 2024 against the Company in the Northern District of California, Civil Action No. 5:24-cv-03615 (N.D. Cal.), which alleged trade secret misappropriation under the Defend Trade Secrets Act (the "DTSA") and the California Uniform Trade Secrets Act (the "CUTSA"), breach of contract and unfair business practices. Given the Court’s favorable ruling, the matter filed by Tesla has been effectively stayed pending arbitration, which Tesla has initiated. The Company maintains the claims ~~vaguely~~alleged ~~stated~~ in the complaint are without merit and continues to vigorously defend itself against the allegations in ~~the~~confidential arbitration.

In addition, on February 13, 2025, Tesla filed another additional complaint against the Company in the United States District Court for the Northern District of California alleging, in part, claims related to correction of inventorship, breach of contract, promissory estoppel and quasi-contract/restitution arising from and/or related to various U.S. patents and provisional patents, including but not limited to U.S. Patent No. 12,136,727. Similar to the prior matter, ~~the~~this ~~Company~~case has ~~already~~also ~~filed~~recently abeen ~~motion~~compelled to ~~compel~~confidential arbitration ~~and~~by ~~maintains~~ the ~~claims~~United ~~vaguely~~States ~~stated~~District inCourt for the ~~complaint~~Northern ~~filed~~District onof ~~February~~California. ~~13,~~The ~~2025~~Company ~~are~~maintains ~~also~~the claims are without merit~~. The~~ ~~Company~~and intends to vigorously defend itself against the allegations if the matter is reinitiated by Tesla in confidential arbitration.

AnThe ~~estimate~~Company ofis ~~the~~also ~~possible~~defending ~~loss~~a orseparate ~~range~~new ofconfidential ~~loss~~arbitration ~~related~~demand, toinitiated ~~both matters cannot be made at this time given the continued lack of specificity in the applicable pleadings and/or proceedings. In light of the substantial harm caused to the Company~~ by Tesla's ~~actions, the Company is now pursuing counterclaims against Tesla. As of the date of the filing of this Quarterly Report~~ on ~~Form~~September ~~10-Q~~8, ~~the Company does not expect these matters will have a material adverse effect on Matthews' financial condition~~2025, ~~results~~which ofalleges ~~operations~~claims ~~or cash flows. Sales relating to dry battery electrode solutions were approximately 6% of the Company's sales~~ for ~~fiscal~~breach ~~2024. For a discussion~~ of ~~the~~express ~~risks to the Company associated with this matter~~warranty, ~~see~~declaratory ~~Part I~~relief, ~~Item~~and 1Abreach ~~to our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 - "Risk Factors - Intellectual property infringement assertions by third parties, including those~~ of ~~Tesla,~~contract. ~~could~~The ~~result~~arbitration indemand ~~significant~~seeks ~~costs~~declaratory relief and ~~adversely~~actual ~~affect the Company's business~~damages, ~~financial~~plus ~~condition,~~interest ~~operating results~~ and ~~reputation~~costs."

On October 1, 2025, Judge Edward Davila, a federal court judge from the United States District Court for the Northern District of California, issued an opinion and order granting Matthews’ petition to confirm a prior confidential arbitration award, and rejected Tesla’s motion to vacate that same arbitration award. Tesla has appealed Judge Davila’s ruling to the United States Court of Appeals for the Ninth Circuit.

An estimate of the possible loss or range of loss related to the foregoing matters cannot be made at this time given the continued lack of specificity in the pending proceedings and/or the applicable pleadings. In light of the substantial harm caused to the Company by Tesla's actions, the Company is now pursuing counterclaims against Tesla.

As of the date of the filing of this Quarterly Report on Form 10-Q, the Company does not expect these matters will have a material adverse effect on Matthews' financial condition, results of operations or cash flows. Sales relating to dry battery electrode solutions were approximately 4% of the Company's sales for fiscal 2025. For a discussion of the risks to the Company associated with this matter, see Part I, Item 1A to our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 - "Risk Factors - Intellectual property infringement assertions by third parties, including those of Tesla, could result in significant costs and adversely affect the Company's business, financial condition, operating results and reputation."

Item 1A. Risk Factors

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A to our Annual Report on Form 10-K for the fiscal year ended September 30, ~~2024~~2025, except for the updated risk ~~factors~~factor provided below. The risk factors disclosed in Part I, Item 1A to our Annual Report on Form 10-K for the fiscal year ended September 30, ~~2024~~2025, in addition to the other information set forth in this report, including the updated risk ~~factors~~factor below, could adversely affect the Company's operating performance and financial condition. Additional risks not currently known or deemed immaterial may also result in adverse effects on the Company.

~~The~~ Company's results of operations could be impacted if its investment in Propelis Group (“Propelis”) fails to perform as expected. On May 1, 2025, the Company contributed the vast majority of its Brand Solutions segment to a newly-formed entity, Propelis, in exchange for (i) 40% of the common equity of Propelis, (ii) certain preferred equity interests in Propelis, and (iii) cash consideration. Propelis is unconsolidated with the Company, and the Company is a minority owner therein; as such, the Company is not the ultimate decision-maker with respect to the operations of Propelis or distributions of cash to its unitholders. The Company may realize losses related to its investment in Propelis, which could have a material negative effect on its business, financial condition and results of operations. The Company is subject to customary restrictions on the transfer of its equity interests, limiting the Company's ability to dispose of its equity interests in Propelis. If the Company is unable to manage its interest in Propelis and realize the strategic and financial benefits that it expects, such inability may lead to a material adverse impact on its results of operations.39

Changes to U.S. trade policy, including new or increased tariffs and changing import/export regulations, could have a material adverse effect on the Company's operating results. Changes in U.S. or international social, political, regulatory or economic conditions or in laws and policies governing foreign trade, and any potential negative sentiment toward the U.S. as a

Part II - Other Information, Continued

~~result~~Geopolitical ofinstability, ~~such~~labor ~~changes~~unrest, ~~could~~and ~~materially~~economic ~~and~~disruptions ~~adversely~~in certain foreign jurisdictions may indirectly affect the Company's ~~business~~operations. ~~The~~Although ~~U.S.~~the ~~has~~Company ~~instituted~~does ~~certain~~not ~~changes,~~have ~~and~~direct ~~has~~sales, ~~proposed~~operations, ~~additional~~or ~~changes,~~customers in ~~trade~~regions ~~policies~~experiencing ~~that~~significant ~~include~~instability, ~~the~~such ~~negotiation~~as orVenezuela, ~~termination~~recent oflabor ~~trade~~strikes, ~~agreements~~political instability, ~~the~~and ~~imposition~~economic ofconditions ~~higher~~in ~~tariffs~~Venezuela onmay ~~imports~~contribute ~~into~~to ~~the~~broader ~~U.S.,~~regional ~~and~~or ~~other~~global ~~government~~disruptions, ~~regulations~~including ~~affecting~~impacts on international trade ~~between~~relationships, ~~the~~energy ~~U.S.~~markets, ~~and~~currency ~~other~~volatility, ~~countries~~or ~~(such~~global aslogistics ~~the~~networks. ~~European~~In ~~Union~~addition, ~~China,~~changes ~~Canada~~in ~~and~~diplomatic ~~Mexico)~~relationships, ~~where~~foreign ~~the~~policy ~~Company~~positions, ~~conducts~~or ~~its~~international ~~business.~~regulatory ~~For~~frameworks ~~example,~~involving oncountries ~~April~~experiencing 2,political ~~2025,~~or ~~the~~economic ~~U.S.~~instability ~~government~~could ~~announced~~result ain ~~10%~~new ~~tariff~~or onexpanded ~~product~~trade ~~imports~~restrictions, ~~from~~sanctions, ~~almost~~compliance ~~all~~obligations, ~~countries~~or ~~and~~logistical ~~individualized~~challenges ~~higher~~imposed ~~tariffs~~by onforeign ~~certain~~governments, ~~other~~including ~~countries~~the United States. ~~While~~Such ~~several~~developments ~~tariff~~could ~~announcements~~indirectly ~~have~~affect ~~been~~the ~~followed~~availability byor ~~announcements~~cost of ~~limited~~certain ~~exemptions~~inputs, ~~and~~transportation ~~temporary pauses~~services, ~~global~~or ~~trade~~third-party ~~disruption,~~suppliers ~~significant~~upon ~~introductions~~which ofthe ~~trade~~Company ~~barriers~~relies. While the Company believes its current supply chain and ~~bilateral~~manufacturing ~~trade~~operations ~~frictions~~are diversified and resilient, ~~together~~it ~~with~~cannot ~~any~~assure investors that future ~~downturns~~geopolitical indevelopments ~~the~~will ~~global~~not ~~economy~~result ~~resulting~~in ~~therefrom~~increased costs, ~~could~~delays, ~~further~~or ~~materially~~other ~~and~~adverse ~~adversely~~effects ~~affect~~on ~~the~~its ~~Company's~~business, financial ~~performance~~condition, or results of operations.

As a result of policy changes and government proposals, there may be greater restrictions and economic deterrents on international trade. New tariffs and other changes in U.S. trade policy have triggered retaliatory actions by affected countries and may trigger additional retaliatory actions in the future, and foreign governments have instituted or are considering imposing trade sanctions on U.S. goods. Such changes have the potential to adversely impact the U.S. economy, the industries in which the Company operates, and the global demand for its products, and as a result, could have a negative impact on its business, financial condition and results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Stock Repurchase Plan

The Company has a stock repurchase program., ~~The~~which ~~buy-back program~~ is designed to increase shareholder value, enlarge the Company's holdings of its common stock, and add to earnings per share. Repurchased shares may be retained in treasury, utilized for acquisitions, or reissued to employees or other purchasers, subject to the restrictions set forth in the Company's Restated Articles of Incorporation. On November 21, 2025, the Company announced that its Board of Directors approved the continuation of the stock repurchase program and increased the authorization for stock repurchases by an additional 5,000,000 shares during fiscal year 2025. Under the current authorization, 484,~~829~~837,444 shares remained available for repurchase as of ~~June~~December 3031, 2025. All purchases of the Company's Class A Common Stock during fiscal 2026 were part of this repurchase program.

The following table shows the monthly stock repurchase activity for the ~~third~~first quarter of fiscal ~~2025~~2026:

Period	Total number of shares purchased	Weighted-average price paid per share		Total number of shares purchased as part of a publicly announced plan	Maximum number of shares that may yet be purchased under the plan
April 2025	146,886	$	19.79	146,886	287,468
October 2025	—	$	—	—	5,043,567
May 2025	220,218	19.90		220,218	67,250
November 2025	184,323	25.04		184,323	4,859,244
June 2025	18,421	22.02		18,421	48,829
December 2025	21,800	25.10		21,800	4,837,444
Total	~~385~~206,~~525~~123	$	1925.9604	~~385~~206,~~525~~123

Item 3. Defaults Upon Senior Securities

Not Applicable.

Item 4. Mine Safety Disclosures

Not Applicable.

4340

Part II - Other Information, Continued

Item 5. Other Information

(a)

None.

(b)

None.

(c)

None of the Company’s directors or officers adopted or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended ~~June~~December 3031, 2025.

Item 6. Exhibits and Reports on Form 8-K

(a)	Exhibits
	Exhibit No.	Description	Method of Filing
	2.1+	Equity Purchase Agreement, dated as of November 12, 2025, by and between Matthews International Corporation and Duravant LLC*	Exhibit Number 2.1 to the CurrentReport on Form 8-K filed onNovember 13, 2025
	3.1	Restated Articles of Incorporation*	Exhibit Number 3.1 to the Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2024
	3.2	Amended and Restated By-laws of Matthews International Corporation*	Exhibit Number 3.2 to the Annual Report on Form 10-K for the fiscal year endedSeptember 30, 2023
	10.1a	Amended Restricted Stock Unit Agreement For Certain Departing SGK Employees, dated May 1, 2025, by and between Matthews International Corporation and Gary R. Kohl*	Exhibit Number 10.1a to theCurrent Report on Form 8-K filedon May 1, 2025
	31.1	Certification of Principal Executive Officer for Joseph C. Bartolacci	Filed herewith
	31.2	Certification of Principal Financial Officer for ~~Steven~~Daniel FE. ~~Nicola~~Stopar	Filed herewith
	32.1	Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Joseph C. Bartolacci	Furnished herewith
	32.2	Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for ~~Steven~~Daniel FE. ~~Nicola~~Stopar	Furnished herewith
	101.INS	XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document	Filed herewith
	101.SCH	XBRL Taxonomy Extension Schema	Filed herewith
	101.CAL	XBRL Taxonomy Extension Calculation Linkbase	Filed herewith
	101.DEF	XBRL Taxonomy Extension Definition Linkbase	Filed herewith
	101.LAB	XBRL Taxonomy Extension Label Linkbase	Filed herewith
	101.PRE	XBRL Taxonomy Extension Presentation Linkbase	Filed herewith
	104	Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101)	Filed herewith
*	Incorporated by reference
a	Represents a management contract or compensatory plan, contract or arrangement required to be filed by Item 601(b)(10)(iii) of Regulation S-K.
+	Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC or its staff upon request.

4442

SIGNATURES

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 thereunto duly authorized.

		MATTHEWS INTERNATIONAL CORPORATION
		(Registrant)
Date:	~~August~~February 64, ~~2025~~2026	By: /s/ Joseph C. Bartolacci
		Joseph C. Bartolacci, President
		and Chief Executive Officer
Date:	~~August~~February 64, ~~2025~~2026	By: /s/ ~~Steven~~Daniel FE. ~~Nicola~~Stopar
		Steven F. Nicola, Chief Financial Officer
		Daniel E. Stopar, Chief Financial Officer
		and Treasurer

4543

Filing Compare · MATTHEWS INTERNATIONAL CORP