UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

~~Date~~ of ~~Report~~the ~~(Date~~Securities ~~of earliest~~Exchange ~~event~~Act ~~reported):~~of ~~June 27, 2022~~1934

Date of Report (Date of earliest event reported): July 5, 2022

NEENAH, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-32240

20-1308307

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3460 Preston Ridge Road, Suite 600

Alpharetta, Georgia 30005

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (678) 566-6500

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Securities Act of 1933, as amended:

Title of each class

Trading

Symbols

Name of each exchange

on which registered

Common Stock, $0.01 par value

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933, as amended, or Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

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 of 1934, as amended. ¨☐

~~Item~~Introductory ~~5.04~~Note ~~Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.~~

~~Neenah~~As previously disclosed, ~~Inc.~~ ~~(“Neenah”)~~on ~~has~~March 28, ~~received~~2022, aNeenah, ~~notice~~Inc., ~~required~~a byDelaware ~~Section~~corporation ~~101~~(i“Neenah”)~~(2)(E)~~, ofMativ ~~the~~Holdings, ~~Employee~~Inc. ~~Retirement~~(formerly ~~Income~~known ~~Security~~as ~~Act~~Schweitzer-Mauduit ofInternational, ~~1974~~Inc.), as ~~amended~~a Delaware corporation (“~~ERISA~~Mativ”), ~~regarding~~and aSamurai ~~blackout~~Warrior ~~period~~Merger ~~under the Neenah~~Sub, Inc., ~~401(k)~~a ~~Retirement~~Delaware ~~Plan~~corporation ~~(the~~and ~~“Plan”). The~~a ~~blackout~~wholly ~~period~~owned ~~for~~subsidiary ~~the~~of ~~Plan~~Mativ is(“Merger ~~being~~Sub”), ~~implemented~~entered ininto ~~connection~~a ~~with~~definitive ~~the~~Agreement ~~anticipated~~and ~~closing~~Plan of ~~the~~Merger ~~previously-announced merger~~ (the “Merger Agreement”). ofPursuant ~~Samurai~~to ~~Warrior~~the Merger ~~Sub~~Agreement, ~~Inc.,~~and asubject ~~Delaware~~to ~~corporation~~the terms and ~~wholly~~conditions ~~owned~~thereof, ~~subsidiary~~effective ~~of Schweitzer-Mauduit International~~July 6, ~~Inc.~~2022 (the “~~SWM~~Effective Time”), Merger Sub merged with and into Neenah (the “Merger”), with Neenah surviving the Merger as a wholly owned subsidiary of ~~SWM, pursuant to an Agreement and Plan of Merger, dated as of March 28, 2022 (the “Merger Agreement”)~~Mativ.

~~The consummation~~Item of1.02 ~~the~~Termination ~~Merger remains subject to regulatory approvals and the satisfaction~~ of ~~customary~~a ~~closing~~Material ~~conditions~~Definitive ~~set forth in the Merger~~ Agreement.

The ~~blackout~~ ~~period~~information isprovided ~~required~~in ~~to facilitate~~ the ~~conversion~~Introductory Note and ~~exchange~~Item ~~of shares of Neenah common stock invested in the Neenah, Inc~~2.01 ~~Stock Fund into shares~~ of ~~SWM~~this ~~common~~Current ~~stock~~Report ~~in connection with the Merger, as well as to establish a new SWM Stock Fund. Participants in the Plan have been advised that at 4:00 pm Eastern Time~~ on ~~June~~Form ~~27,~~8-K ~~2022, the Stock Fund will be restricted from all transactions under the Plan. The blackout period~~ is ~~expected~~incorporated toherein ~~last~~by ~~until the week of July 25, 2022~~reference. The duration of the blackout period could change or be extended. During the blackout period, participants in the Plan will be unable to make new contributions to, transfer out of, request a loan or receive distributions from the Neenah, Inc. Stock Fund. Participants may continue to make exchanges or investment transactions involving other investment options in the Plan (other than the Neenah, Inc. Stock Fund) during the blackout period.

~~As a~~In ~~result~~connection with the consummation of the ~~foregoing~~Merger, on July 1 5, 2022, inNeenah ~~accordance~~caused ~~with~~to ~~Section~~be ~~306~~repaid ofin ~~the~~full ~~Sarbanes-Oxley~~all ~~Act~~indebtedness, ofliabilities ~~2002~~ and ~~Regulation~~other ~~BTR as~~obligations ~~promulgated~~under, ~~by the Securities~~ and ~~Exchange Commission~~terminated, ~~Neenah sent a separate notice~~ (~~the “Notice”~~a) to that ~~its~~certain ~~directors~~Fourth Amended and ~~executive~~Restated ~~officers~~Credit Agreement, ~~informing~~dated ~~them~~as of ~~the~~December 10, ~~blackout~~2018, ~~period~~by and ~~certain~~among ~~trading prohibitions that they will be subject to during the blackout period with respect to shares of~~ Neenah, ~~common~~certain ~~stock. A copy~~ of ~~such~~its ~~notice~~subsidiaries, ~~which~~and ~~includes~~ the ~~information~~lenders ~~specified in~~party ~~Rule~~thereto, ~~104~~and (b) that ofcertain ~~Regulation~~Amended ~~BTR,~~and isRestated ~~attached~~Term ~~hereto~~Loan asCredit ~~Exhibit~~Agreement, ~~99.1~~dated ~~and~~as isof ~~incorporated~~April 6, ~~herein~~2021, by ~~reference. Directors~~ and ~~executive officers~~among of Neenah, ~~were~~certain ~~already~~of ~~subject~~its tosubsidiaries, aand ~~general trading prohibition in connection with~~ the ~~Merger~~lenders ~~and~~party ~~routine quarterly restricted period~~thereto.

~~During~~Item ~~the~~2.01 ~~blackout~~Completion ~~period and for a period~~ of ~~two~~ ~~years~~Acquisition ~~after the end date thereof, a security holder~~ or ~~other~~Disposition ~~interested person may obtain, without charge, information regarding the blackout period. This information is available (1) prior to the closing~~ of the Merger by contacting the Vice President, Deputy General Counsel and Assistant Secretary of Neenah at 3460 Preston Ridge Road, Suite 600, Alpharetta, Georgia 30005, Attention: Legal (678) 566-6500 and (2) after the closing of the Merger by contacting the Chief Legal Officer, Secretary and Chief Compliance Officer of SWM at 100 North Point Center East, Suite 600, Alpharetta, Georgia 30022, Attention: Legal (800) 514-0186Assets.

The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Under the terms of the Merger Agreement, at the Effective Time, each share of common stock, par value $0.01 per share, of Neenah (“Neenah Common Stock”) issued and outstanding immediately prior to the Effective Time (other than certain excluded shares as described in the Merger Agreement) was converted into the right to receive 1.358 shares of common stock (the “Exchange Ratio”), par value $0.10 per share, of Mativ (“Mativ Common Stock”). No fractional shares of Mativ Common Stock were issued in the Merger, and Neenah shareholders became entitled to receive cash in lieu of any fractional shares (such cash and the newly issued shares of Mativ Common Stock, the “Merger Consideration”).

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to Neenah’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2022 and is incorporated herein by reference.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer or Listing.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On July 5, 2022 in connection with the consummation of the Merger, Neenah notified its principal trading market, the New York Stock Exchange (the “NYSE”) of the Effective Time of the Merger and requested that trading of Neenah Common Stock be halted prior to market open on July 6, 2022, that the listing of the Neenah Common Stock be removed and that the NYSE file a notification of removal from listing on Form 25 with the SEC regarding the delisting of the Neenah Common Stock. Additionally, Neenah intends to file with the SEC a certification and notice of termination on Form 15 deregistering Neenah Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and suspending Neenah’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03

Material Modifications to Rights of Security Holders.

The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

At the Effective Time, each holder of Neenah Common Stock immediately prior to the Effective Time ceased to have any rights as a shareholder of Neenah other than the right to receive the Merger Consideration pursuant to the Merger Agreement.

Item 5.01

Changes in Control of Registrant.

The information set forth in the Introductory Note and Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

~~Cautionary~~At ~~Note~~the ~~Regarding~~Effective ~~Forward-Looking~~Time, ~~Statements~~as contemplated under the Merger Agreement, Merger Sub merged with and into Neenah, with Neenah surviving the Merger as a direct wholly owned subsidiary of Mativ.

~~Certain~~Item of the matters discussed in this communication which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 19955.02 ~~These~~Departure ~~forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which SWM and Neenah operate and beliefs~~ of ~~and~~Directors assumptions made by SWM management and Neenah management, involve uncertainties that could significantly affect the financial condition, results of operations, business plans and the future performance of SWM, Neenah or ~~the~~Certain combined company. Words such as “believes,” “anticipates,” “expects,” “assumes,” “outlook,” “intends,” “targeted,” “estimates,” “forecasts,” “projects,” “plans,” “may,” “could,” “should,” “would” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying these statements. Such forward-looking statements include, but are not limited to, statements about the strategic rationale and financial benefits of the transaction, including expected future financial and operating results and the combined company’s plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to projections of revenue, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial itemsOfficers; ~~statements~~Election of ~~plans and objectives of SWM or Neenah or their respective management or Board of~~ Directors~~, including those relating to products or services~~; ~~and~~Appointment ~~statements~~ of ~~future~~Certain economic performance — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained, and therefore actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. In addition to factors previously disclosed in SWM’s and Neenah’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”) and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of SWM and Neenah to terminate the merger agreementOfficers; ~~the~~Compensatory ~~outcome~~Arrangements of ~~any~~Certain legal proceedings that may be instituted against SWM, Neenah or their respective directors; the ability to obtain regulatory approvals and meet other closing conditions to the merger on a timely basis or at all, including the risk that regulatory approvals required for the merger are not obtained on a timely basis or at all, or are obtained subject to conditions that are not anticipated or that could adversely affect the combined company or the expected benefits of the transaction; difficulties and delays in integrating SWM and Neenah businesses; failing to fully realize anticipated cost savings and other anticipated benefits of the merger when expected or at all; business disruptions from the proposed merger that will harm SWM’s or Neenah’s business, including current plans and operations; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger, including as it relates to SWM’s or Neenah’s ability to successfully renew existing client contracts on favorable terms or at all and obtain new clients; the substantial indebtedness SWM expects to incur and assume in connection with the proposed transaction and the need to generate sufficient cash flows to service and repay such debt; the possibility that SWM may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all and to successfully integrate Neenah’s operations with those of SWM; failing to comply with the applicable laws or legal or regulatory developments; inflation, currency and interest rate fluctuations; the ability of SWM or Neenah to retain and hire key personnel; the diversion of management’s attention from ongoing business operations; the duration and effects of the COVID-19 pandemic, general economic and business conditions, particularly in the context of the COVID-19 pandemic; increases in maintenance and operating costs; security threats; reliance on technology and related cybersecurity risk; trade restrictions or other changes to international trade arrangements; transportation of hazardous materials; various events which could disrupt operations, including geopolitical events, wars, conflicts, illegal blockades of rail networks, and natural events such as severe weather, droughts, fires, floods and earthquakes; climate change; labor negotiations and disruptions; environmental claims; uncertainties of investigations, proceedings or other types of claims and litigation; risks and liabilities arising from train derailments; timing and completion of capital programs; uncertainty as to the long-term value of the common stock of SWM following the merger, including the dilution caused by SWM’s issuance of additional shares of its common stock in connection with the transaction; the continued availability of capital and financing following the merger; the business, economic and political conditions in the markets in which SWM and Neenah operate; and events beyond SWM’s or Neenah’s control, such as acts of terrorismOfficers.

~~Any~~The ~~forward-looking~~information ~~statements~~set ~~speak~~forth ~~only as~~in of the ~~date~~Introductory ofNote ~~this communication or as of the date they were made,~~ and ~~neither~~Item ~~SWM nor Neenah undertakes any obligation to update forward-looking statements~~2.01 ~~For a more detailed discussion~~ of ~~these~~this ~~factors,~~Current ~~also~~Report see the information under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in SWM’s and Neenah’s most recent annual reports on Form 10 8-K ~~for~~ ~~the~~is ~~year~~incorporated ~~ended~~herein ~~December 31,~~by ~~2021, quarterly reports on Form 10-Q for the period ended March 31, 2022, and any material updates to these factors contained in any of SWM’s and Neenah’s future filings with the SEC~~reference.

AsEffective ~~for~~as of the ~~forward-looking~~Effective ~~statements~~Time, ~~that relate~~all toof ~~future~~the ~~financial~~directors ~~results~~of ~~and~~Neenah ~~other~~tendered ~~projections,~~their ~~actual~~resignations ~~results~~and ~~will~~ceased beserving ~~different~~as ~~due~~directors ~~to the inherent uncertainties~~ of ~~estimates, forecasts~~Neenah and ~~projections~~all ~~and~~committees ~~may~~of bethe ~~better~~board orof ~~worse~~directors ~~than~~on ~~projected~~which ~~and~~ such ~~differences~~directors ~~could~~served. beWilliam ~~material~~M. ~~Given these uncertainties~~Cook, ~~you~~ ~~should~~Julie ~~not place any reliance on these forward-looking statements~~A. ~~Annualized~~Schertell, ~~pro~~Shruti ~~forma,~~Singhal ~~projected~~ and ~~estimated~~Tony ~~numbers~~R. ~~are~~Thene, ~~used for~~former ~~illustrative~~directors ~~purpose~~of ~~only~~Neenah, ~~are~~were ~~not~~appointed ~~forecasts~~directors ~~and~~of ~~may~~Mativ ~~not~~effective ~~reflect~~as ~~actual~~of ~~results~~the Effective Time.

~~Item~~In 9addition, effective as of the Effective Time, all of the Section 16 officers of Neenah ceased serving in their capacities as officers of Neenah, except that Julie Schertell was re-appointed to continue as Chief Executive Officer of Neenah following consummation of the Merger.~~01.~~ ~~Financial~~Julie ~~Statements~~Schertell, the former President and ~~Exhibits~~Chief Executive Officer of Neenah, was appointed President and Chief Executive Officer of Mativ, and Michael Rickheim, the former Executive Vice President, Chief Human Resources Officer and Chief Administrative Officer of Neenah, was appointed Chief Human Resources Officer and Administrative Officer of Mativ, each effective as of the Effective Time.

Exhibit Number		Description
99.1		Notice of Trading Blackout Period Related to 401(k) Plan dated July 1, 2022
104		Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the consummation of the Merger, on July 6, 2022, effective as of the Effective Time, Neenah’s certificate of incorporation and bylaws were amended and restated in their entirety. Copies of Neenah’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 8.01

Other Events.

On July 6, 2022, Neenah and Mativ issued a joint press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description of Exhibit

2.1		Agreement and Plan of Merger, dated as of March 28, 2022, by and among Neenah, Inc, Mativ Holdings, Inc. (f/k/a Schweitzer-Mauduit International, Inc.) and Samurai Warrior Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 28, 2022).

3.1		Amended and Restated Certificate of Incorporation of Neenah, Inc.

3.2		Amended and Restated Bylaws of Neenah, Inc.

99.1		Joint Press Release of Neenah, Inc. and Mativ Holdings, Inc., dated July 6, 2022.

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

SIGNATURES

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

NEENAH, INC. By: /s/ ~~Noah~~Ricardo ~~Benz~~Nunez Name: ~~Noah~~Ricardo ~~Benz~~Nunez Title: ~~Executive~~Chief ~~Vice~~Legal ~~President~~Officer, ~~General~~Secretary ~~Counsel~~ and ~~Secretary~~Chief Compliance Officer

Date: July 1 6, 2022

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