UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 11, 2025

MATTHEWS INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania

0-09115

25-0644320

(State or other jurisdiction of

Incorporation or organization)

(Commission

File Number)

(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)

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

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

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

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

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

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

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Class A Common Stock, $1.00 par value

MATW

Nasdaq Global Select Market

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

Emerging growth company ☐

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

Item 8.01.

Other Events.

As previously reported, on March 11, 2025, Matthews International Corporation (the “Company”) entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Truist Securities, Inc., in its capacity as sales agent (the “Sales Agent”), under which the Company may offer and sell, from time to time, through or to the Sales Agent, up to 1,250,000 shares of the Company’s Class A Common Stock (“Shares”). Any Shares sold under the Equity Distribution Agreement will be issued under the automatic registration statement on Form S-3 (File No. 333-285712) that the Company filed with the Securities and Exchange Commission (“SEC”) on March 11, 2025, the base prospectus filed as part of such registration statement and the prospectus supplement, dated March 11, 2025, filed by the Company with the SEC.

The Company is filing this Current Report on Form 8-K to provide the legal opinion of Cozen O’Connor as to the validity of the Shares. A copy of the opinion is filed as Exhibit 5.1 hereto and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


5.1		Opinion of Cozen O’Connor

23.1		Consent of Cozen O’Connor (contained in the opinion filed as Exhibit 5.1 hereto)

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

SIGNATURE

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


MATTHEWS INTERNATIONAL CORPORATION
(Registrant)

By:		/s/ Steven F. Nicola
		Steven F. Nicola
		Chief Financial Officer and Secretary

Date: March 11, 2025

MATTHEWS INTERNATIONAL CORP 8-K