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UNITED STATES

~~Table~~ SECURITIES ofAND ~~Contents~~EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☑☒ ~~Annual~~ANNUAL ~~report~~REPORT ~~pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

For the fiscal year ended ~~December~~ 31September 27, ~~2023~~2025

☐ ~~Transition~~TRANSITION ~~Report~~REPORT ~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

~~For~~ ~~the~~9335 ~~transition~~Harris ~~period~~Corners ~~from to~~Pkwy, Suite 300

~~4350~~ ~~Congress Street~~Charlotte, ~~Suite~~North ~~600~~Carolina 28269

Charlotte, North Carolina 28209

(Address of principal executive offices)

(~~704~~866) ~~885~~744-~~2555~~7380

(Registrant's telephone number, including area code)

Commission file number		Exact name of registrant as specified in its charter		IRS Employer Identification No.	State or other jurisdiction of incorporation or organization
Commission filenumber	Exact name of registrant asspecified in its charter		IRS EmployerIdentification No.	State or other jurisdiction of incorporation or organization
1-03560	Magnera Corporation	~~Glatfelter Corporation~~	23-0628360	~~23-0628360~~Pennsylvania	~~Pennsylvania~~

Title of Each Class			Trading Symbol(s)			Name of Each Exchange on which registered
Common Stock, par value $.01 per share			GLT			New York Stock Exchange

Former name or former address, if changed since last report

~~Indicate~~ Glatfelter ~~by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑.~~Corporation

~~Indicate~~ 4350 byCongress ~~check~~Street, ~~mark~~Suite ~~if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑.~~600

~~Indicate~~ Charlotte, byNorth 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 ☑ No ☐.Carolina 28209

~~Indicate~~ Securities byregistered ~~check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted~~ pursuant to ~~Rule~~Section ~~405 of Regulation S-T during the preceding~~ 12 ~~months~~ (orb) ~~for~~of ~~such shorter period that~~ the ~~registrant was required to submit such files). Yes ☑ No ☐.~~Act:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐ Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Small reporting company ☐ Emerging Growth Company


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	MAGN	New York Stock Exchange

Indicate by check mark ~~whether~~if the registrant ~~has~~is ~~filed~~ a ~~report~~well-known onseasoned ~~and~~issuer, ~~attestation~~as todefined ~~its~~in ~~management’s~~Rule ~~assessment~~405 of the ~~effectiveness~~Securities ~~of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley~~ Act ~~(15 U~~.~~S.C.~~ ☒ Yes ☐ No ~~7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑~~

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

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 ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.) ☒ Yes ☐ No

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. (Check one):

Large Accelerated Filer ☐

Accelerated filer ☒

Non-accelerated filer ☐

Small 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 had filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ~~Exchange~~ Act). ☐ Yes ☒ ☐ No ☑.

If anThe ~~emerging~~aggregate ~~growth~~market ~~company,~~value ~~indicate~~of bythe ~~check~~common ~~mark~~stock ifof the registrant ~~has~~held ~~elected~~by ~~not~~non-affiliates towas ~~use~~approximately $650.8 million as of March 28, 2025, the ~~extended~~last ~~transition~~business ~~period~~day ~~for~~of ~~complying~~the ~~with~~registrant’s ~~any~~most ~~new~~recently orcompleted ~~revised~~second ~~financial~~fiscal ~~accounting~~quarter. ~~standards~~The ~~provided~~aggregate ~~pursuant~~market tovalue ~~Section~~was ~~13(a)~~computed ofusing the closing sale price as reported on the New York Stock Exchange. ~~Act~~As of November 25, 2025, there were 35.6 ☐million shares of common stock outstanding.

Based on the closing price as of June 30, 2023, the aggregate market value of the Common Stock of the Registrant held by non‑affiliates was $112.7 million.

Common Stock outstanding on February 26, 2024 totaled 45,147,547 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of ~~the~~Magnera ~~definitive~~Corporation’s Proxy Statement tofor beits ~~delivered~~2025 ~~to shareholders in connection with the~~ Annual Meeting of ~~Shareholders~~Stockholders ~~to be held on May 10, 2024~~ are incorporated by reference into Part III of this report.

~~GLATFELTER~~ CAUTIONARY ~~CORPORATION~~STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

~~ANNUAL~~ Information ~~REPORT~~included ONor ~~FORM~~incorporated 10by reference in Magnera Corporation’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and press releases or other public statements contains or may contain “forward-Klooking” statements within the meaning of the federal securities laws and are presented pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such “forward-looking” statements include, but are not limited to, statements with respect to our financial condition, results of operations and business, our expectations or beliefs concerning future events, including future financial and operating results, objectives, expectations and intentions, and other statements that are not historical facts. These statements contain words such as “believes,” “expects,” “may,” “will,” “should,” “would,” “could,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “projects,” “outlook,” “anticipates” or “looking forward” or similar expressions that relate to our strategy, plans, intentions, or expectations. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates, and financial results or to our expectations regarding future industry trends are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are based upon the current beliefs and expectations of the management and are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected.

~~For~~ Additionally, we caution readers that the ~~Year~~list of ~~Ended~~important factors discussed in the section titled “Risk Factors” may not contain all of the material factors that are important to you. All forward-looking statements are made only as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

~~December 31, 2023~~1

		Page
PART I
Item 1	Business	1
Item 1A	Risk Factors	8
Item 1B	Unresolved Staff Comments	14
Item 1C	Cybersecurity	14
Item 2	Properties	15
Item 3	Legal Proceedings	15
	Executive Officers	15
Item 4	Mine Safety Disclosures	16
PART II
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16
	Stock Performance Graph	16
Item 6	[Reserved]	16
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
	Results of Operations	18
	Liquidity and Capital Resources	27
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	28
Item 8	Financial Statements and Supplementary Data	31
	Management's Report on Internal Control Over Financial Reporting	31
	Report of Independent Registered Public Accounting Firm (PCAOB ID #34)	32
	Consolidated Statements of Income (Loss)	35
	Consolidated Statements of Comprehensive Income (Loss)	36
	Consolidated Balance Sheets	37
	Consolidated Statements of Cash Flows	38
	Consolidated Statements of Shareholders’ Equity	39
	Notes to Consolidated Financial Statements	40
	1. Organization	40
	2. Accounting Policies	40
	3. Acquisitions	43
	4. Discontinued Operations	44
	5. Restructuring	44
	6. Goodwill and Asset Impairments	44
	7. Gain on Dispositions of Plant, Equipment and Timberlands	45
	8. Revenue	46
	9. Earnings Per Share	47
	10. Accumulated Other Comprehensive Income	48
	11. Income Taxes	49
	12. Stock-Based Compensation	53
	13. Retirement Plans and Other Post-Retirement Benefits	54
	14. Inventories	57
	15. Plant, Equipment and Timberlands	57
	16. Goodwill and Intangible Assets	58
	17. Other Long-Term Assets	59
	18. Other Current Liabilities	59
	19. Leases	60
	20. Long-Term Debt	61
	21. Fair Value of Financial Instruments	63
	22. Financial Derivatives and Hedging Activities	63
	23. Shareholders’ Equity	66
	24. Commitments, Contingencies and Legal Proceedings	66
	25. Segment and Geographic Information	68
	26. Subsequent Event	70
Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosures	71
Item 9A	Controls and Procedures	71
Item 9B	Other Information	71
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	71
PART III
Item 10	Directors, Executive Officers and Corporate Governance	71
Item 11	Executive Compensation	72
Item 12	Security Ownership of Certain Beneficial Owners and Management	72
Item 13	Certain Relationships and Related Transactions, and Director Independence	72
Item 14	Principal Accountant Fees and Services	72
PART IV
Item 15	Exhibits, Financial Statement Schedules	73
Item 16	Form 10-K Summary	73
Signatures		76
Schedule II		77

FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 27, 2025

Table of Contents

		Page
	PART I
Item 1.	BUSINESS	3
Item 1A.	RISK FACTORS	4
Item 1B.	UNRESOLVED STAFF COMMENTS	7
Item 1C.	CYBERSECURITY	7
Item 2.	PROPERTIES	8
Item 3.	LEGAL PROCEEDINGS	8
Item 4.	MINE SAFETY DISCLOSURES	8

	PART II

Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES	8
Item 6 .	RESERVED	8
Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	8
Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	11
Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	12
	Report of Independent Registered Public Accounting Firm (PCAOB ID 42)	12
	Consolidated and Combined Statements of Operations and Comprehensive Income (Loss)	14
	Consolidated and Combined Balance Sheets	15
	Consolidated and Combined Statements of Cash Flows	16
	Consolidated and Combined Statements of Changes in Equity	17
	Notes to Consolidated and Combined Financial Statements	18
Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	31
Item 9A.	CONTROLS AND PROCEDURES	31
Item 9B.	OTHER INFORMATION	31
Item 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	31

	PART III

Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	32
Item 11.	EXECUTIVE COMPENSATION	32
Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	32
Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	32
Item 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	32

	PART IV

Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	32
Item 16.	FORM 10-K SUMMARY	32

~~PART I~~2

~~Glatfelter~~ Part ~~Corporation~~I ~~makes~~– ~~regular~~Financial filings with the Securities and Exchange Commission (“SEC”), including this Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These filings are available, free of charge, on our website, www.glatfelter.com, and the SEC’s website at www.sec.gov. We also provide copies of our SEC filings at no charge upon request to Investor Relations at (717) 225-2746, ir@glatfelter.com, or by mail to Investor Relations, 4350 Congress Street, Suite 600, Charlotte, NC 28209. In this filing, unless the context indicates otherwise, the terms “we,” “our,” “us,” “the Company,” or “Glatfelter” refer to Glatfelter Corporation and subsidiaries.Information

~~The following discussion of our Business sets forth an update of the material developments since our most recent full discussion included in~~ Item 1 ~~– “Business” of our 2022 Annual Report on Form 10-K filed with the SEC on February 27, 2023~~. BUSINESS

~~ITEM~~ (In ~~1 BUSINESS~~millions of dollars, except as otherwise noted)

Overview Glatfelter is a leading global supplier of engineered materials. Our high-quality, innovative, and customizable solutions are found in tea and single-serve coffee filtration, personal hygiene, as well as in many diverse packaging, home improvement and industrial applications. Our 2023 net sales were approximately $1.4 billion with customers in over 100 countries. Our operations utilize a variety of manufacturing technologies including airlaid, wetlaid, and spunlace with fifteen manufacturing sites located in the United States, Canada, Germany, the United Kingdom, France, Spain, and the Philippines. We have sales offices in all major geographies serving customers under the Glatfelter and Sontara brands. General

The InCompany ~~2022,~~is ~~Glatfelter~~a ~~began~~leading ~~its~~global ~~turnaround~~supplier ~~strategy in conjunction with the appointment~~ of ~~Thomas~~a ~~Fahnemann~~diverse asportfolio ~~the new Chief Executive Officer~~ of ~~the~~innovative ~~Company.~~specialty Inmaterials ~~making~~comprised ~~the transition, the Board~~ of ~~Directors~~organic ~~reaffirmed~~and ~~its~~synthetic ~~view~~raw ~~that~~ingredients. We ~~Glatfelter~~market ~~has~~our ~~the~~products ~~right~~predominantly ~~combination~~into ~~of business segments serving attractive~~stable, ~~growth~~consumer-oriented end markets ~~and~~for ~~customers~~disposable ~~with~~and ~~sustainable~~durable ~~product~~applications. ~~offerings,~~End ~~but~~user ~~had~~examples ~~brought~~include inwipes, ahealthcare, ~~new~~adult ~~CEO~~incontinence, toapparel, ~~address~~baby, ~~the~~feminine ~~challenges~~care, ~~impacting~~air ~~Glatfelter’s~~filtration, ~~financial~~and ~~performance~~food ~~while~~and ~~charting~~beverage. aWe ~~new~~also ~~direction~~provide totechnical ~~unlock~~solutions ~~the~~in ~~full~~infrastructure ~~value of Glatfelter~~markets. InOur ~~2023,~~customers ~~Glatfelter~~include ~~continued~~a tomix ~~deliver~~of ~~benefits~~leading ~~from~~global ~~the turnaround strategy under new CEO leadership~~ and ~~the~~national ~~benefits~~brands, ~~from~~private ~~the~~label, ~~program helped offset most of the the adverse impacts from volume declines~~ and ~~related~~small ~~machine downtimes. The turnaround strategy focuses on six key initiatives~~ to ~~drive~~mid-sized ~~profitability~~regional ~~improvements:~~businesses.

~~•Portfolio~~On ~~optimization~~November -4, 2024 ~~Includes~~(the ~~reviewing~~“Closing ~~our~~Date”), ~~entire~~Treasure ~~asset~~Holdco, ~~portfolio~~Inc. ~~and~~(“Treasure”), ~~considering~~which ~~the~~was ~~strategic,~~a wholly ~~financial~~owned subsidiary of Berry Global Group, ~~and~~Inc. ~~operational~~(“Berry”), ~~value~~completed ofits merger ~~each~~(the ~~asset~~“Transaction”) inwith the ~~near-~~Glatfelter ~~and~~Corporation ~~long-term.~~(“GLT” Weor “Glatfelter”) ~~are~~which ~~focusing~~concurrently onchanged ~~areas~~its ofname ~~our~~to ~~portfolio~~Magnera ~~that~~Corporation ~~have~~(the “Company,” ~~scale~~“we,” or ~~the~~“Magnera”). As ~~potential~~a ~~for scale~~result, apre-Transaction Treasure ~~strong~~shareholders ~~market~~received ~~leading~~shares ~~position~~of ~~and~~Magnera ~~core~~representing ~~competencies~~90% inof ~~manufacturing~~the combined ~~technology~~company and GLT shareholders retained 10%. As ~~During~~Treasure ~~2023,~~was identified weas ~~divested~~the ~~our~~accounting ~~Ober-Schmitten~~acquirer, ~~Germany~~the ~~and~~prior ~~Costa~~year ~~Rica~~presentation ~~operations~~represents standalone ~~both~~Treasure ~~part~~results with the acquisition method of accounting being applied to the ~~Composite~~assets ~~Fibers~~acquired ~~segment~~and liabilities assumed from GLT. See Note 2. Acquisition.

~~•Margin~~ Additional ~~improvement~~financial -information ~~This~~about isour asegments ~~fundamental~~is ~~part~~provided ofin ~~the~~“Management’s ~~turnaround~~Discussion ~~strategy which includes placing greater focus on profitability rather than simple top-line growth. Price increases~~ and ~~energy~~Analysis ~~surcharges implemented during 2022 to combat the significant impact~~ of ~~inflation~~Financial Condition and ~~higher~~Results ~~energy prices were largely maintained through the first quarter~~ of ~~2023~~Operations” and to the ~~extent~~“Notes ~~possible much of the year. In 2023, raw material and energy prices started~~ to ~~declined~~Consolidated ~~compared to high levels in 2022~~ and ~~prices~~Combined ~~for~~Financial ~~customers with pass-through arrangements started to decline. For customers not on a contractual pass-through agreement~~Statements,” wewhich ~~selectively~~are ~~began~~included toelsewhere ~~lower~~in ~~prices~~this ~~to maintain volume yet also focused on returning margins closer to pre-pandemic levels~~report.

~~•Fixed~~ Segment ~~cost~~Overview reduction - Includes evaluating our fixed costs and taking actions to make significant reductions. We implemented select headcount reductions, partial capacity rationalizations, and created greater emphasis on reduction of indirect spend to deliver significant savings for 2023 and beyond.

~~•Cash~~The ~~liberation~~Company’s -operations ~~This~~are ~~initiative~~organized isinto ~~supported~~two byoperating ~~the~~and reportable ~~work~~segments: onAmericas ~~the~~and ~~first~~Rest ~~three~~of ~~initiatives in our plan~~World. WeThe ~~will~~structure ~~focus~~is ondesigned ~~paying~~to align ~~down~~us ~~debt,~~with ~~decreasing~~ our ~~leverage~~customers, ~~and~~provide ~~increasing~~improved ~~EBITDA.~~service, Weenable ~~will~~future ~~continue~~growth toinitiatives ~~make prudent decisions with respect to capital allocation~~ and ~~maintain~~efficiency aof ~~disciplined~~decision ~~approach~~making to ~~managing~~facilitate ~~our~~synergy ~~accounts receivables, finished goods inventory and raw material pricing~~realization.

•Operational effectiveness - We are driving continuous improvements across our operations, identifying areas for process enhancements and waste reduction, and expanding operational best practices across the organization. In addition, the team has made significant progress on reducing the cost of our supply chain by improving our warehousing, freight, and distribution processes. Americas

~~GLATFELTER~~ The ~~2023~~Americas ~~FORM~~segment 10is the Company's largest segment, accounting for 57% of consolidated net sales. Our Americas operations consist of 22 manufacturing facilities -K 14 in the United States, 3 in Brazil, 2 in Mexico, 2 in Canada, and 1 in Colombia. The segment primarily manufactures a wide range of products and components of personal care and consumer solution products and components of products including medical garments, wipes, dryer sheets, filtration, baby diapers and adult incontinence.

~~Table~~ Rest of ~~Contents~~World

~~•Return~~ The ~~Spunlace~~Rest toof ~~profitability~~World -segment Werepresents ~~are~~43% ~~executing~~of ~~all~~our ~~the~~consolidated ~~initiatives~~net sales. Our Rest of World operations consist of 23 manufacturing facilities - 7 in ~~our~~Germany, ~~turnaround~~5 ~~plan~~in ~~with~~France, a4 ~~heightened~~in ~~sense~~United ofKingdom, ~~urgency~~2 ofin ~~returning~~China, ~~our~~2 ~~Spunlace~~in ~~segment~~Spain, toand ~~profitability.~~1 Ineach ~~2023~~in Italy, ~~the~~Netherlands, ~~profitability~~and ~~for~~Philippines. ~~this~~This segment ~~improved~~primarily bymanufactures ~~approximately~~a $9broad ~~million~~collection ~~compared~~of topersonal ~~2022~~care asand aconsumer ~~result~~solution products and components of ~~the~~products ~~actions~~including ~~taken.~~tea bags, coffee filters, wipes, cable wrap, filtration, baby diapers and adult incontinence.

~~We manage our business and make investment decisions under a functional operating model with three distinct reporting segments: Airlaid Materials~~ Marketing, ~~Composite Fibers and Spunlace. These segments serve growing global customers and markets providing innovative and customizable solutions~~Sales, ~~ultimately delivering high-quality engineered materials. As a leading global supplier of engineered materials for consumer~~ and industrial applications, we partner with leading consumer product companies and other market leaders to provide innovative solutions delivering outstanding performance to meet market requirements. Over the past several years, we have divested non-strategic assets and made investments to increase production capacity and improve our technical capabilities to ensure we are best positioned to serve the market demands and grow our sales. We are committed to growing with our key markets and will make appropriate investments to support our customers and satisfy market demands.Competition

In We ~~2021,~~reach ~~we completed two significant acquisitions to further~~ our ~~business~~customer ~~transformation~~base ~~and~~through ina ~~alignment~~direct ~~with~~sales ~~our~~force ~~stated strategy. On May 13, 2021, we completed the acquisition~~ of ~~all~~dedicated ~~the outstanding equity interests of Georgia-Pacific Mt~~professionals. ~~Holly~~Our ~~LLC,~~scale ~~Georgia-Pacific’s~~enables ~~U.S.~~us ~~nonwovens~~to ~~business~~dedicate ~~(“Mount~~certain ~~Holly”),~~sales ~~for $170.9 million. This business includes the Mount Holly, NC manufacturing facility~~ and anmarketing ~~R&D~~efforts ~~center~~to ~~and~~particular ~~pilot line for nonwovens product development in Memphis~~customers, ~~TN.~~when ~~The Mount Holly facility produces high-quality airlaid products for the wipes~~applicable, ~~hygiene,~~which ~~and~~enables ~~other~~us ~~nonwoven~~to ~~materials~~develop ~~markets,~~expertise ~~competing~~that inwe ~~the~~believe ~~marketplace~~is ~~with~~valued ~~nonwoven~~by ~~technologies and substrates, as well as other materials focused primarily on consumer based end-use applications. The Mount Holly acquisition expanded~~ our ~~footprint and income generation in the U~~customers.~~S. and balanced our sales mix between the Airlaid Materials and Composite Fibers segments.~~

OnThe ~~October~~major ~~29,~~markets ~~2021,~~in wewhich ~~completed~~ the ~~acquisition~~Company ofsells ~~PMM Holding (Luxembourg) AG, and~~ its ~~wholly-owned~~products ~~subsidiaries~~are ~~(“Jacob~~highly ~~Holm”),~~competitive. aAreas ~~global leading manufacturer~~ of ~~premium~~competition ~~quality~~include ~~spunlace nonwoven fabrics for critical cleaning~~service, ~~high-performance materials~~innovation, ~~personal care~~quality, ~~hygiene~~ and ~~medical~~price. This ~~applications,~~competition ~~for~~is ansignificant ~~enterprise~~as ~~value~~to ofboth ~~approximately~~the ~~$304.0~~size ~~million,~~and ~~including~~ the ~~extinguishment~~number of ~~debt.~~competing The combination created an expanded portfolio of engineered specialty applications manufactured on spunlace-based production assets with opportunities for long-term growth aligned with post-COVID lifestyle changesfirms. Competitors ~~Jacob~~include, ~~Holm's~~but ~~results~~ are ~~reported~~not ~~prospectively~~limited ~~from~~to, ~~the~~Ahlstrom, ~~date~~Avgol, ofMativ, ~~acquisition~~PFNonwovens, ~~as Spunlace~~Freudenberg, aand ~~newly established reporting segment~~Fitesa.

~~Additional~~ Raw ~~information related to these acquisitions is set forth in Item 8 – Financial Statements and Supplementary Data - Note 3 – “Acquisitions.”~~Materials

On Our ~~February~~primary 7,raw ~~2024,~~materials weare ~~announced~~polymer ~~our entrance into definitive agreements with Berry Global Group~~resin, ~~Inc. (NYSE:BERY) for Berry to spin~~ wood-~~off~~based fibers, and ~~merge~~pulps. In ~~the majority of its Health~~addition, ~~Hygiene~~we ~~and~~use ~~Specialties~~other ~~segment~~materials toin various ~~include~~manufacturing ~~its~~processes. While ~~Global~~temporary ~~Nonwovens~~industry-wide shortages ~~and~~of ~~Films~~raw ~~business~~materials ~~(“HHNF”)~~have ~~with Glatfelter~~occurred, towe ~~create~~have ahistorically ~~leading,~~been ~~publicly-traded~~able ~~company~~to manage in the ~~specialty~~supply ~~materials~~chain ~~industry.~~disruption ~~The~~by ~~new~~working ~~combined~~closely ~~company~~with ~~(“NewCo”)~~our ~~will~~suppliers ~~become~~and customers. Changes ~~a global leader~~ in the ~~growing~~price ~~specialty~~of raw materials ~~industry,~~are ~~serving~~generally passed ~~the~~on ~~world’s~~to ~~largest~~customers ~~brand~~through ~~owners~~contractual ~~across~~price ~~global~~mechanisms ~~end~~over ~~markets~~time, ~~with~~during contract ~~favorable~~renewals, ~~long-term~~and ~~growth~~other ~~dynamics~~means.

The proposed transaction represents the next significant milestone in the Company’s time-tested strategy as a leading global supplier of specialty materials. The combination of Berry’s HHNF business and Glatfelter provides meaningful scale given the complementary technology and product portfolios Patents, ~~along~~Trademarks with a platform for considerable growth in future periods. The transaction provides NewCo the opportunity to deliver significant value creation for Glatfelter shareholders by immediately deleveraging Glatfelter’s balance sheet and ~~increasing~~Other ~~the~~Intellectual equity value of the overall enterprise, while also enhancing our credit profile with customers and suppliers. Glatfelter’s recent focus on optimizing its portfolio, managing the price/cost spread dynamic, and driving commercial and operational excellence, along with G&A cost discipline, provides the foundation to meaningfully contribute towards the overall success of NewCo.Property

~~Table~~ We customarily seek patent and trademark protection for our products and brands while seeking to protect our proprietary know-how. While important to our business in the aggregate, sales of ~~Contents~~any one individually patented product is not considered material to any specific segment or our consolidated results.

~~Segments~~ Environment ~~Consolidated net sales~~ and the relative net sales contribution of each of our segments for the past three years are summarized below (the data includes the results of the recently completed acquisitions prospectively from the closing date):Sustainability

Dollars in thousands	2023			2022			2021
Net sales	$	1,385,516		$	1,491,326		$	1,084,694
Operating segment contribution
Airlaid Materials	42.3		%	40.4		%	43.4		%
Composite Fibers	34.8		%	35.1		%	51.3		%
Spunlace	22.9		%	24.5		%	5.3		%
Total	100.0		%	100.0		%	100.0		%

Sustainability is comprehensively embedded across our business, from how we run our manufacturing operations more efficiently to the investments we are making in sustainable solutions. With our global scale, deep industry experience, and strong capabilities, we are uniquely positioned to assist our customers in the design and development of sustainable solutions. We also work globally on continuous improvement of energy usage, water efficiency, waste reduction, recycling, and reducing our greenhouse gas emissions.

~~Net tons sold by each segment for the past three years were as follows:~~3

Metric tons	2023	2022	2021
Airlaid Materials	156,442	164,844	148,134
Composite Fibers	94,742	103,092	132,196
Spunlace	61,618	72,725	12,514
Inter-segment sales elimination	(1,258)	—	—
Total	311,544	340,661	292,844

Human Capital and Employees

~~AIRLAID~~ Health ~~MATERIALS Airlaid Materials, with 2023 net sales of approximately $586.5 million, is a leading global supplier of highly absorbent~~ and engineered cellulose-based airlaid nonwoven materials, primarily used to manufacture consumer products for growing global end-user markets. Our products are composed of all-natural fluff pulp, which is sustainable by design. The categories served by Airlaid Materials include:Safety

~~•feminine~~ Safety ~~hygiene~~for our approximately 8,500 employees is our number one priority. We believe when it comes to employee safety, our best should always be our standard. It is through the adherence to our global environment, health, and ~~other~~safety ~~hygiene~~principles ~~products;~~that we have been able to identify and mitigate operational risks and drive continuous improvement.

~~•specialty~~ Talent ~~wipes;~~and Development

~~•tabletop;~~ We seek to attract, develop and retain talent throughout the Company. Our succession management strategy focuses on a structured succession framework and multiple years of performance. Our holistic approach to developing key managers and identifying future leaders includes challenging assignments, formal development plans and professional coaching.

~~•adult~~ Employee ~~incontinence;~~Engagement

~~•home~~ We ~~care;~~seek to ensure that our employees are motivated to perform every day. To further that objective, our engagement approach focuses on clear communication and recognition. We communicate through regular employee meetings with business and market updates and information on production, safety, quality and other operating metrics. We have many recognition-oriented awards and conduct Company-wide engagement surveys, which have generally indicated high levels of engagement and trust in leadership.

~~•food~~ Inclusion ~~pads; and~~

~~•other~~ We ~~consumer~~strive to build a safe and ~~industrial~~inclusive ~~products~~culture where employees feel valued and treated with respect. We believe inclusion helps drive engagement, innovation and organizational growth. To date, our focus has been on providing training for our global workforce and increasing awareness about the importance of having a culture of inclusion.

Airlaid Materials’ customers are industry leading consumer product companies, as well as private label converters. We believe this business holds a leading position in the majority of the markets it serves. Airlaid Materials has developed long-term customer relationships through superior quality, customer service, and a reputation for quickly bringing product and process innovations to market. Ethics

~~This~~ Our ~~segment’s~~employees ~~net~~are ~~sales~~expected ~~composition~~to byact ~~categories~~with isintegrity ~~set~~and ~~forth~~we inmaintain ~~Item~~a 8global –Code ~~Financial~~of ~~Statements~~Business Conduct that is acknowledged by employees and ~~Supplementary~~provides ~~Data~~the -Company's ~~Note~~framework 8for –conducting ~~“Revenue.~~business “ethically.

The feminine hygiene category accounted for 37.0% and 39.6% of Airlaid Material’s net sales in 2023 and 2022, respectively. Most feminine hygiene sales are to a group of large, leading global consumer products companies. We believe these markets are growth oriented due to population growth in certain geographic regions and changing consumer preferences. In developing regions, demand is also influenced by increases in disposable income and cultural preferences. Available Information

~~Airlaid~~We ~~Materials~~make ~~operates~~available, ~~state-~~free of~~-the-art~~ ~~facilities~~charge, inour ~~Falkenhagen~~annual ~~and~~reports ~~Steinfurt,~~on Form ~~Germany~~10-K, ~~Gatineau,~~quarterly ~~Canada,~~reports ~~Fort~~on ~~Smith,~~Form ~~Arkansas~~10-Q, current reports on Form 8-K and amendments, ~~Mount~~if ~~Holly~~any, ~~North~~to ~~Carolina.~~those ~~The~~reports ~~segment's~~through ~~five~~our ~~facilities~~internet ~~operate~~website as soon as reasonably practicable after they have been electronically filed with the SEC. ~~following~~Our ~~combined~~internet ~~attributes~~address ~~(in~~is www.magnera.com. The ~~metric~~information contained ~~tons):~~on our website is not being incorporated herein.

Airlaid Materials Production Capacity

Principal Raw Material(“PRM”)

Estimated AnnualQuantity of PRM

190,000

Fluff pulp

130,000

Item 1A. RISK FACTORS

~~Key~~ Operational raw materials used in the airlaid production process other than fluff pulp include synthetic fibers, super absorbent polymers, and latex. The cost to produce is influenced by the cost of critical raw materials and energy prices. Airlaid Materials purchases substantially all the electricity and natural gas used in its operations. Approximately 77% of this segment’s net sales in 2023 was earned under contracts whose selling price is influenced by pass-through provisions directly related to the cost of certain key raw materials.Risks

~~GLATFELTER~~ Global ~~2023~~economic ~~FORM~~conditions, ~~10-K~~including 3inflation and supply chain disruptions, may negatively impact our business operations and financial results.

~~Table~~ Challenging ofcurrent ~~Contents~~and future global economic conditions, including inflation and supply chain disruptions may negatively impact our business operations and financial results. Current global economic challenges, including inflation and supply chain constraints may put pressure on our business.

~~Airlaid~~ When ~~Materials~~challenging ~~continues~~economic toconditions beexist, aour ~~technology~~customers ~~and~~may ~~product~~delay, ~~innovation~~decrease ~~leader~~or incancel ~~technically~~purchases ~~demanding~~from ~~segments~~us, ofand ~~the~~may ~~markets~~also itdelay ~~serves~~payment or fail to pay us altogether. ~~Its~~Suppliers ~~airlaid~~may ~~material~~have ~~production~~difficulty ~~employs~~filling ~~multi-bonded~~our orders and distributors may have difficulty getting our products to customers, ~~thermal-bonded~~which may affect our ability to meet customer demands, and ~~hydrogen-bonded~~result ~~airlaid~~in ~~technologies~~a loss of business. WeWeakened ~~believe~~global ~~that~~economic ~~its~~conditions ~~facilities~~may ~~are~~also ~~among~~result ~~the~~in ~~most~~unfavorable ~~modern~~changes in our product prices, product mix and ~~flexible~~profit ~~airlaid~~margins. ~~facilities~~Although inwe take measures to mitigate the ~~world~~impact of inflation, ~~allowing~~including itthrough topricing ~~produce~~actions atand ~~industry~~productivity ~~leading~~programs, ~~operating~~if ~~rates.~~these ~~Its~~actions ~~proprietary~~are ~~single-lane~~not ~~festooning~~effective ~~technology~~our ~~provides~~cash ~~converting~~flow, financial condition, and ~~product~~results ~~packaging~~of ~~capabilities~~operations ~~which~~could ~~supports~~be ~~efficiency~~adversely inimpacted. ~~the~~In ~~customers~~addition, ~~converting~~there ~~processes.~~could ~~Airlaid~~be ~~Materials’~~a ~~in-house~~time ~~technical~~lag ~~expertise~~between ~~combined~~recognizing ~~with~~the ~~significant~~benefit ~~capital~~of ~~investment~~our ~~requirements~~mitigating actions and ~~rigorous~~when ~~customer~~the ~~expectations~~inflation ~~creates~~occurs ~~large~~and ~~barriers~~there is no assurance that our mitigating measures will be able to ~~entry~~fully ~~for~~mitigate ~~new~~the ~~competitors~~impact of inflation.

~~The~~ Political ~~following~~volatility ~~summarizes~~may ~~Airlaid~~also ~~Materials’~~contribute ~~key~~to ~~competitors:~~the general economic conditions, changing fiscal policy and regulatory uncertainty in regions in which we operate. Future unrest and changing policies could result in an adverse impact to our financial condition. Political developments can also disrupt the markets we serve and the tax jurisdictions in which we operate and may affect our business, financial condition and results of operations.

~~Market~~ Raw ~~segment~~material ~~Competitor Hygiene~~ and ~~other~~energy ~~absorbent~~inflation ~~products~~or ~~Fitesa,~~shortage ~~McAirlaid’s,~~of ~~Domtar,~~availability ~~Suominen,~~could ~~Karweb~~harm ~~Nonwovens,~~our ~~and~~financial ~~Gelok~~condition ~~International Wipes Suominen, Berry Global, Kimberly-Clark, Spuntech Industries, Domtar,~~ and ASresults ~~Nonwovens~~of ~~Tabletop SharpCell, Duni/Rexcell, Ascutec, Karweb Nonwovens, Domtar, and Main~~operations.

~~Our~~ Raw ~~strategy~~materials and energy are subject to price fluctuations and availability, due to external factors, such as regional and global conflict, weather-related events, or other supply chain constraints and challenges, which are beyond our control. Temporary industry-wide shortages of raw materials have occurred in ~~Airlaid~~the ~~Materials~~past, iswhich ~~focused~~can ~~on:~~lead to increased raw material price volatility. Additionally, our suppliers could experience cost increases to produce raw material due to increases in carbon pricing. Historically, we have been able to manage the impact of higher costs by increasing our selling prices. However, raw material or energy inflation or our inability to timely pass-through increased costs to our customers may adversely affect our business, financial condition and results of operations.

~~•maintaining and expanding relationships with customers that are market-leading consumer product companies, as well as companies converting and distributing through private label arrangements;~~4

~~•emphasizing~~ Weather-related ~~our~~events ~~product~~could ~~development~~negatively ~~and~~impact ~~process~~our ~~innovation~~results ~~capabilities, broadening~~ of ~~our product portfolio mix, and developing plastic-free technologies;~~operations.

~~•expanding~~ Weather-related ~~geographic~~events ~~reach~~could adversely impact our business and the business of ~~markets~~our ~~served;~~customers, suppliers, and other business partners. Such events may have a physical impact on our facilities, inventory, suppliers, and equipment and any unplanned downtime at any of our facilities could result in unabsorbed costs that could negatively impact our results of operations for the period in which it experienced the downtime. Longer-term climate change patterns could alter future customer demand, impact supply chains and increase operating costs. However, any such changes are uncertain and we cannot predict the net impact from such events.

~~•optimizing~~ We ~~the~~may ~~use~~not ofbe ~~existing~~able ~~production~~to ~~capacity;~~compete successfully and our customers may not continue to purchase our products.

~~•employing~~ We ~~continuous~~compete ~~improvement~~with ~~methodologies~~multiple companies in each of our product lines on the basis of a number of considerations, including price, service, quality, product characteristics and ~~initiatives~~delivery timeliness. Our competitors may have financial and other resources that are substantially greater than ours and making them better able than us to ~~reduce~~withstand higher costs. Competition and product preference changes could result in our products losing market share or having to reduce our prices, ~~improve~~either ~~efficiencies~~of which could have a material adverse effect on our business, financial condition and ~~create~~results ~~additional~~of ~~capacity~~operations. In addition, since we do not have long-term arrangements with many of our customers, these competitive factors could cause our customers to shift suppliers quickly.

~~COMPOSITE~~ We ~~FIBERS~~may ~~Our~~pursue ~~Composite~~and ~~Fibers~~execute ~~segment~~acquisitions, ~~with~~mergers ~~2023~~or ~~net sales of approximately $483.5 million~~divestitures, ~~processes~~which ~~specialty~~could ~~long~~adversely ~~fibers,~~affect ~~primarily~~our ~~from natural sources such as abaca, and other materials to create premium value-added products in the following categories:~~business.

~~•Food~~ As &part ~~beverage~~of ~~filtration~~our ~~material~~growth ~~primarily~~strategy, ~~used~~we ~~for~~consider ~~single~~transactions that either complement or expand our existing business and create economic value. These transactions involve special risks, including the potential assumption of unanticipated liabilities and contingencies as well as difficulties in integrating acquired businesses or carving-~~serve~~out ~~coffee~~divested businesses, which may result in substantial costs, delays or other problems that could adversely affect our business, financial condition and ~~tea~~results ~~products;~~of operations. Furthermore, we may not realize all of the synergies we expect to achieve from our current strategic initiatives due to a variety of risks. If we are unable to achieve the benefits that we expect to achieve from our strategic initiatives, it could adversely affect our business, financial condition and results of operations.

~~•Technical~~ In ~~specialties~~the ~~consists~~event of a ~~diverse~~catastrophic ~~line~~loss of ~~specialty~~one ~~engineered~~of ~~products~~our ~~used~~key inmanufacturing ~~commercial and industrial applications such as electrical energy storage~~facilities, ~~home,~~our ~~hygiene,~~business ~~and~~would ~~other~~be ~~highly-engineered~~adversely ~~fiber-based applications;~~affected.

~~•Wallcover~~ While ~~base~~we ~~materials~~maintain ~~used~~insurance bycovering ~~wallpaper~~our ~~manufacturers;~~facilities, including business interruption insurance, a catastrophic loss of the use of all or a portion of one of our key manufacturing facilities due to accident, labor issues, weather conditions, natural disaster, pandemic or otherwise, whether short- or long-term, could result in future losses.

~~•Composite~~ Employee ~~laminates~~retention ~~decorative~~or ~~laminate~~labor ~~solutions~~cost ~~used~~inflation incould ~~furniture,~~disrupt ~~and~~our ~~household and commercial flooring, and other applications; and~~business.

~~•Metallized~~ Our ~~products~~relations ~~used~~with inemployees ~~labels,~~under ~~packaging~~collective ~~liners,~~bargaining ~~gift~~agreements ~~wrap,~~remain satisfactory and there have been no significant work stoppages or other ~~consumer~~labor ~~product~~disputes ~~applications~~during the past four years. However, we may not be able to maintain constructive relationships with labor unions or trade councils and may not be able to successfully negotiate new collective bargaining agreements on satisfactory terms in the future.

We Labor ~~believe~~is ~~Composite~~subject ~~Fibers~~to ~~maintains~~cost ainflation, ~~market~~availability ~~leadership~~and ~~position~~workforce inparticipation ~~the~~rates, ~~single-serve~~all ~~coffee~~of ~~and~~which ~~tea~~could ~~filtration~~be ~~markets,~~impacted ~~wallcover~~by ~~base~~factors ~~material~~beyond ~~and~~our ~~many~~control. As ~~other~~a ~~products~~result, itthere ~~produces.~~can Webe ~~believe~~no ~~many~~assurance ofwe ~~the~~will ~~markets~~be ~~served~~able byto ~~Composite~~recruit, ~~Fibers~~train, ~~present~~assimilate, ~~attractive~~motivate ~~growth~~and ~~opportunities~~retain ~~due~~employees toin ~~evolving~~the ~~consumer~~future. The ~~preferences,~~loss ~~new~~of ora ~~emerging~~substantial ~~geographic~~number ~~markets,~~of ~~new~~these ~~product~~employees ~~innovation~~or ~~and~~a ~~increased~~prolonged ~~market~~labor ~~share~~dispute ~~through~~could ~~superior~~disrupt ~~products~~our business and ~~quality~~result in future losses.

~~This~~ We ~~segment’s~~depend ~~net~~on ~~sales~~information ~~composition~~technology bysystems ~~categories~~and isinfrastructure ~~set~~to ~~forth~~operate inour ~~Item~~business, 8and –increased ~~Financial~~cybersecurity ~~Statements~~threats, system inadequacies, and ~~Supplementary~~failures ~~Data~~could -disrupt ~~Note~~our 8operations, –compromise ~~“Revenue~~customer, employee, vendor and other data which could negatively affect our business.”

~~Composite~~ We ~~Fibers~~rely ison ~~comprised~~the efficient and uninterrupted operation of ~~four~~information ~~production~~technology ~~facilities~~systems ~~(Germany~~and ~~(2),~~networks. These ~~France,~~systems and ~~England),~~networks aare ~~metallizing~~vulnerable ~~operation~~to ~~(Wales)~~increased threats and amore ~~pulp~~sophisticated ~~mill~~computer ~~(the~~crime, ~~Philippines).~~energy ~~The~~interruptions, ~~combined~~telecommunications ~~attributes~~failures, ofbreakdowns, ~~the~~natural ~~facilities~~disasters, ~~are~~terrorism, ~~summarized~~war, ascomputer ~~follows~~malware ~~(in~~or ~~metric~~other ~~tons):~~malicious intrusions.

Composite Fibers Production Capacity

Principal Raw Material(“PRM”)

Estimated AnnualQuantity of PRM

142,500 lightweight and other paper

Abaca pulp

14,400

Wood pulp

81,000

Synthetic fiber

21,500

11,200 metallized

Base stock

7,500

12,000 abaca pulp

Abaca fiber

20,000

We also maintain and have access to data and information that is subject to privacy and security laws, regulations, and customer controls. Despite our efforts to protect such information, breaches, or misplaced or lost data and programming damages could result in a negative impact on the business. While we have not had material system interruptions historically associated with these risks, there can be no assurance from future interruptions that could result in future losses.

~~Table~~Attempted cyber-attacks and other cyber incidents are occurring more frequently, are constantly evolving in nature, are becoming more sophisticated and disruptive to business operations, and are being made by groups and individuals with a wide range of ~~Contents~~motives and expertise. There can be no assurance that our security measures and controls will be effective against the risks we face from cyber-attacks, including from: computer hackers; foreign governments and cyber terrorists; malicious code (such as malware, viruses and ransomware); an intentional or unintentional personnel action; a natural disaster; a hardware or software corruption, failure or error; a telecommunications system failure; a service provider failure or error; or any one or more other causes of a security breach, failure or disruption. The increased prevalence and sophistication of Artificial Intelligence (AI) tools, such as AI-enabled malware, could increase the risks of cyber-attacks to our systems and to those of our third-party service providers.

The primary raw materials used in the production of our lightweight materials are softwood pulps, abaca pulp, and other specialty fibers. Securing adequate quantities of abaca pulp and its source material, abaca fiber, are important to support growth in this segment. Abaca pulp, a specialized pulp with limited sources of availability globally, is produced by our Philippine pulp mill, providing a unique advantage to our Composite Fibers segment. At certain times, when the supply of abaca fiber becomes constrained or when production demands exceed the capacity of the Philippines mill, alternative sources and/or substitute fibers are used to meet customer demands. Glatfelter has also partnered with an external firm to sell any of the excess high quality, specialty abaca produced as part of the cash liberation turnaround initiative. 5

In Financial ~~addition to critical raw materials, Composite Fibers’ production cost is influenced by the price of electricity~~ and ~~natural~~Legal gas. In 2023, Composite Fibers purchased approximately 45% of its electricity needs, the cost of which is influenced by the natural gas markets. In addition, the segment generates all the steam used in production by burning natural gas. Approximately 50% of this segment’s net sales in 2023 was earned under contracts whose selling price is influenced by pass-through provisions directly related to the cost of certain key raw materials.Risks

In Goodwill ~~Composite Fibers’ markets, competition is product line specific as the necessity for technical expertise~~ and ~~specialized~~other ~~manufacturing~~intangibles ~~equipment~~represent ~~limits~~a ~~the~~significant ~~number~~amount of ~~companies~~our ~~offering~~net ~~multiple product lines. In addition~~worth, ~~Composite~~and ~~Fibers’~~a ~~lightweight~~future ~~products~~write-off ~~are~~could ~~produced~~result ~~using~~in ~~highly~~lower ~~specialized~~reported ~~inclined~~net ~~wire~~income ~~paper~~and ~~machine~~a ~~technology.~~reduction ~~The~~of ~~following~~our ~~chart~~net ~~summarizes key competitors by market segment:~~worth.

~~Market~~ We ~~segment~~have ~~Competitor~~a ~~Single~~substantial ~~serve~~amount ~~coffee~~of &goodwill. Valuation ~~tea~~impacts ~~Ahlstrom,~~from ~~Delfort,~~market ~~Purico~~multiples, ~~Miquel~~cost yof ~~Costas~~capital, ~~and~~expected ~~Zhejiang~~cash ~~Kan~~flows, ~~Technical~~or ~~specialties~~other ~~Nippon~~external ~~Kodoshi (NKK)~~factors, ~~Zhejiang~~may ~~Kan,~~adversely ~~Twin~~affect ~~Rivers,~~our ~~Suominen,~~business and ~~Miquel~~cause your ~~Costas~~goodwill ~~Wallcovering~~to ~~Technocell~~be impaired, ~~Neu~~resulting ~~Kaliss,~~in ~~Kaemmerer,~~a ~~and~~non-cash ~~Ahlstrom~~charge ~~Composite~~against ~~laminates~~results ~~Mativ,~~of ~~Purico,~~operations ~~Miquel~~to ywrite ~~Costas,~~off ~~and~~goodwill Qior ~~Feng~~indefinite ~~Metallized~~lived ARintangible ~~Metallizing,~~assets ~~Torras~~for ~~Papel~~the ~~Novelis,~~amount ~~Vaassen,~~of ~~Galileo~~impairment. If ~~Nanotech~~a future write-off is required, ~~and~~the ~~Wenzhou~~charge ~~Protec~~could ~~Vacuum~~result ~~Metallizing~~in Cosignificant losses.

~~Our~~Transaction ~~strategy~~integration and inIT ~~Composite~~systems may ~~Fibers~~adversely isaffect ~~focused~~our ~~on:~~ability to accurately report financial results.

~~•leveraging~~We ~~innovation~~have ~~resources~~identified material weaknesses in our internal control over financial reporting related to ~~drive~~the ~~plastic~~Transaction, ~~free~~including information ~~applications~~technology general controls related to certain legacy Berry U.S. IT systems, ~~and~~which ~~new~~we ~~product~~continue to rely on through the integration period, level of observable control documentation, and ~~new~~the evaluation ~~business~~of ~~development;~~the realizability of deferred tax assets. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting that presents a reasonable possibility that a material misstatement of our financial statements would not be prevented or detected on a timely basis.

~~•optimizing~~While ~~our~~we ~~asset~~are ~~utilization~~implementing remediation measures, including migrating IT platforms, standardizing control procedures, and ~~product~~enhanced ~~portfolio~~oversight, ~~while~~we ~~capitalizing~~cannot onbe ~~growing~~certain ~~global~~that ~~markets~~these measures will fully mitigate the risk or prevent potential errors in ~~beverage~~our ~~filtration~~financial statements. Any future misstatements or delays in financial reporting could adversely affect our results of operations, ~~electrical~~our ~~storage~~ability to meet reporting deadlines, ~~and~~or ~~consumer~~investor ~~products~~confidence ~~trends;~~in our financial reporting.

~~•maximize~~ Our ~~continuous~~international ~~improvement~~operations ~~methodologies~~pose risks to ~~increase~~our ~~productivity,~~business ~~reduce~~that ~~costs,~~may ~~and~~not ~~expand~~be ~~capacity;~~present ~~and~~with our domestic operations.

~~•ensuring~~ We ~~readily~~are ~~available~~subject ~~access~~to foreign exchange rate risk, both transactional and translational, which may negatively affect our financial performance. Exchange rates between transactional currencies may change rapidly due to ~~specialized~~a ~~raw~~variety ~~material~~of ~~requirements~~factors. Translational orforeign ~~suitable~~exchange ~~alternatives~~exposures result from exchange rate fluctuations in the conversion of entity functional currencies to ~~support~~U.S. ~~projected~~dollars, ~~growth~~our reporting currency, and may affect the reported value of our assets and liabilities and our income and expenses. In particular, our translational exposure may be impacted by movements in the exchange rate of the euro, Argentine peso, or the Brazilian real against the U.S. dollar.

~~SPUNLACE~~ Foreign ~~Our~~operations ~~Spunlace~~are ~~segment,~~also ~~with~~subject ~~2023~~to ~~net~~certain ~~sales~~risks ofthat ~~approximately~~are ~~$317.9~~unique ~~million,~~to isdoing abusiness ~~global~~in ~~leading~~foreign ~~specialty~~countries ~~manufacturer~~including shipping delays and supply chain challenges, disruption of ~~premium~~energy, ~~quality~~new ~~spunlace~~or ~~nonwovens~~increasing ~~for~~tariffs, ~~critical~~changes ~~cleaning~~in applicable laws, ~~high~~including assessments of income and non-~~performance~~income ~~materials~~related taxes, ~~personal~~reduced ~~care,~~protection ~~surface~~of ~~disinfecting~~intellectual ~~wipes~~property, ~~hygiene~~inability to effectively repatriate cash to the U.S. effectively, ~~beauty~~and ~~care~~regulatory policies and ~~medical~~various ~~applications.~~trade ~~Spunlace~~restrictions, ~~formed~~including aspotential achanges ~~result~~to export taxes or countervailing and anti-dumping duties for exported products from these countries. Any of these risks could disrupt our ~~Jacob~~business ~~Holm~~and ~~acquisition,~~result isin asignificant ~~global~~losses. ~~manufacturer~~We ~~with~~are ~~state~~also ofsubject to the ~~art~~Foreign ~~proprietary~~Corrupt ~~production~~Practices ~~technology,~~Act ~~conversion~~and ~~capabilities~~other anti-bribery and ~~branded~~anti-corruption ~~products.~~laws ~~Spunlace~~that ~~serves~~generally ~~the~~bar ~~world's~~bribes ~~largest~~or ~~consumer~~unreasonable ~~brands~~gifts to foreign governments or officials. We have implemented safeguards, training and ~~focuses~~policies onto ~~quality~~discourage these practices by our employees and agents. However, ~~sustainability~~our existing safeguards, training and ~~innovation~~policies to assure compliance and any future improvements may prove to be less than effective and our employees or agents may engage in conduct for which we might be held responsible. ~~The~~ ~~categories~~If ~~served~~employees byviolate ~~Spunlace~~our ~~include:~~policies, we may be subject to regulatory sanctions. Violations of these laws or regulations could result in sanctions including fines, debarment from export privileges and penalties and could adversely affect our business, financial condition and results of operations.

~~•consumer~~ Current ~~wipes;~~and future environmental and other governmental requirements could adversely affect our financial condition and our ability to conduct our business.

~~•critical~~ While ~~cleaning;~~we have not been required historically to make significant capital expenditures in order to comply with applicable environmental laws and regulations, we cannot predict our future capital expenditure requirements because of continually changing compliance standards and environmental technology. Furthermore, violations or contaminated sites that we do not know about (including contamination caused by prior owners and operators of such sites or newly discovered information) could result in additional compliance or remediation costs or other liabilities.

~~•health~~ In ~~care;~~addition, federal, state, local, and foreign governments could enact laws or regulations concerning environmental matters, such as greenhouse gas emissions, that increase the cost of producing, or otherwise adversely affect the demand for, packaging products. Additionally, several governmental bodies in jurisdictions where we operate have introduced, or are contemplating introducing, regulatory change to address the potential impacts of climate change and global warming, which may have adverse impacts on our operations or financial results. We believe that any such laws promulgated to date have not had a material adverse effect on us, as we have historically been able to manage the impact of higher costs by increasing our selling prices. However, there can be no assurance that future legislation or regulation would not have a material adverse effect on us.

~~•feminine~~ Changes ~~hygiene;~~in tax laws or changes in our geographic mix of earnings could have a material impact on our financial condition and results of operation.

~~•high~~ We ~~performance~~are ~~materials;~~subject to income and other taxes in the many jurisdictions in which we operate. Tax laws and regulations are complex and the determination of our global provision for income taxes and current and deferred tax assets and liabilities requires judgment and estimation. We are subject to routine examinations of our income tax returns, and tax authorities may disagree with our tax positions and assess additional tax. Our future income taxes could also be negatively impacted by our mix of earnings in the jurisdictions in which we operate being different than anticipated given differences in statutory tax rates. In addition, tax policy efforts to raise global corporate tax rates could adversely impact our tax rate and subsequent tax expense.

~~•beauty care.~~6

~~Spunlace's~~ We ~~products~~may ~~are~~not ~~used~~be bysuccessful ~~a wide range of end users. The critical cleaning and high performance product categories are used~~ in ~~applications~~protecting ~~such~~our asintellectual ~~automotive~~property ~~refinishing~~rights, ~~aerospace,~~including ~~cleanroom,~~our ~~automotive~~unpatented ~~acoustics,~~proprietary ~~fire blocking and filtration. It has long~~know-~~standing~~how ~~relationships with its customers who are niche players with highly specialized requirements. Health~~ and ~~beauty~~trade ~~care includes medical gowns and drapes~~secrets, ~~wound~~or ~~care,~~in ~~surgical~~avoiding ~~towels,~~claims ~~facial~~that ~~masks~~we ~~and~~infringed ~~face~~on ~~and body wipes. Customers in~~ the ~~wipes~~intellectual ~~and~~property ~~feminine~~rights ~~hygiene category consist~~ of ~~some of the world's largest consumer brands, retailers, and converters~~others.

~~GLATFELTER~~ In ~~2023~~addition ~~FORM~~to 10relying on patent and trademark rights, we rely on unpatented proprietary know-Khow 5and trade secrets, and employ various methods, including confidentiality agreements with employees and consultants, customers and suppliers to protect our know-how and trade secrets. However, these methods and our patents and trademarks may not afford complete protection and there can be no assurance that others will not independently develop the know-how and trade secrets or develop better production methods than us. Further, we may not be able to deter current and former employees, contractors and other parties from breaching agreements and misappropriating proprietary information and it is possible that third parties may copy or otherwise obtain and use our information and proprietary technology without authorization or otherwise infringe on our intellectual property rights. Furthermore, no assurance can be given that we will not be subject to claims asserting the infringement of the intellectual property rights of third parties seeking damages, the payment of royalties or licensing fees and/or injunctions against the sale of our products. Any such litigation could be protracted and costly and could result in significant losses.

~~Table~~ We ofmay ~~Contents~~be subject to litigation and regulatory investigations and proceedings, including product liability claims, that could adversely affect our business operations and financial performance.

~~Spunlace~~ In ~~operates~~the ~~four~~ordinary ~~manufacturing~~course ~~facilities~~of our business, ~~two~~we ofare involved in legal proceedings, including product liability claims, which may lead to financial or reputational damages. See Note 5. Commitments, Leases and Contingencies. We may also be subject to inquiries, inspections, investigations, and proceedings by relevant regulatory and other governmental agencies. Given our global footprint, we are ~~located~~exposed into more uncertainty regarding the ~~United~~regulatory ~~States~~environment. The timing of the final resolutions to lawsuits, regulatory inquiries, and ~~one~~governmental ~~each~~and inother ~~France~~legal proceedings is typically uncertain, and ~~Spain~~any such proceedings or claims, regardless of merit, could be time consuming and expensive to defend and could divert management’s attention and resources. The Inpossible ~~addition~~outcomes of these proceedings could include adverse judgments, ~~Spunlace~~settlements, ~~provides~~injunctions, ~~converting~~fines, ~~capabilities~~penalties, ~~transforming~~or ~~semi-finished~~other ~~roll~~results ~~goods~~adverse ~~into~~to ~~finished~~us ~~products~~that ~~using~~could ~~various~~harm ~~converting~~our ~~technologies~~business, financial condition, results of operations and reputation and result in significant losses. Even ~~Spunlace~~if ~~production~~we ~~facilities~~are ~~have~~successful in defending ourselves against these actions, the ~~following~~costs ~~combined~~of ~~attributes~~such ~~(in~~defense ~~metric~~may ~~tons):~~be significant to us.

Spunlace Production Capacity	Principal Raw Material(“PRM”)	Estimated AnnualQuantity of PRM
91,000	Synthetic fibers	21,400
	Pulp-based fibers	24,200
	Fluff pulp	12,800
	Non-wood fibers	1,500
	Base paper	12,100

Item 1B. UNRESOLVED STAFF COMMENTS

Key raw materials used in the spunlace production process include natural and synthetic fibers, pulps, and paper stock. The spunlace production process utilized by Spunlace's facilities consumes a significant amount of water to facilitate the formation of fibers into salable product. The cost to produce is influenced by the cost of critical raw materials and energy prices, including electricity and natural gas used in its operations. Approximately 48% of this segment’s net sales in 2023 was earned under contracts whose selling price is influenced by pass-through provisions directly related to the price indices of certain key raw materials.

The following summarizes Spunlace's key competitors:

Market segment Competitor Critical cleaning and high performance Kimberly-Clark, Berry Global, Sellars, Suominen, and Norafin Feminine hygiene, personal care, health and beauty Sandler, Suominen, BC Nonwovens, Spuntech, Mogul, Dalian Ruiguang Nonwoven Group, and Asahi Kasei

Our strategy in Spunlace is focused on:

•integrating its operations to maximize planned synergies;

•leading the industry transition in sustainability by leveraging our technological advantage;

•being the preferred co-innovator;

•optimizing the use of existing production capacity; and

•delivering operational excellence.

Concentration of Customers In 2023, 2022 and 2021, approximately 16%, 15% and 16%, respectively, of our consolidated net sales were from sales to Procter & Gamble Company, a customer in the Airlaid Materials and Spunlace segments.

The top three customers, in the aggregate, accounted for approximately 57% of Airlaid Materials’ and approximately 42% of Spunlace’s net sales in 2023.

Capital Expenditures Our business requires expenditures for equipment enhancements to support growth strategies, research and development initiatives, and for normal upgrades or replacements. Capital expenditures totaled $33.8 million, $37.7 million and $30.0 million in 2023, 2022 and 2021, respectively. Capital expenditures in 2024 are estimated to total between approximately $35 million and $40 million.

Government Regulations We are subject to various federal, state and local laws and regulations intended to protect the environment, as well as human health and safety. These regulations include, among others, limits on air emissions and water use and discharges by our facilities and protection of our employees throughout the world. Glatfelter is committed to operating responsibly and addressing the concerns and needs of our stakeholders. At various times, we have incurred costs to comply with these regulations and we could incur additional costs as new regulations are developed or regulatory priorities change.

Human Capital Our business is guided by our Board of Directors and a diverse management team comprised of leaders with extensive business and industry experience. Additional information on our leadership team is set forth within this Form 10-K under the caption “Executive Officers.” As of December 31, 2023, we employed approximately 2,920 people worldwide, the substantial majority of whom are skilled personnel responsible for the production and commercialization of our Airlaid Materials, Composite Fibers, and Spunlace products. Our facilities are a continuous flow manufacturing operation with approximately 68.3% of our employees represented by local works councils or trade unions in Europe, the United Kingdom, Canada, and the Philippines.

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The daily work of Glatfelter employees is rooted in the Company’s longstanding Code of Business Conduct and Core Values of Integrity, Financial Discipline, Mutual Respect, Customer Focus, Environmental Responsibility, and Social Responsibility.

Employee Health and Safety We have a well-established safety management system and ongoing employee well-being programs. The health and safety of our employees have remained a top priority, and we have been diligently taking the necessary measures to protect employees throughout our various facilities. This includes expanded safety, hygiene, and communication protocols as we operate in a post-pandemic environment.

We view health and safety as everyone’s responsibility and involve all employees at every level of the organization in our programs. Glatfelter facilities are striving to be “injury free every day” through implementation of our Global Health & Safety Program, regulatory compliance, site-specific safety plans, safety resources and training, ongoing risk assessment and a safety auditing program. We track multiple safety metrics, including total case incident rate (“TCIR”), to encourage and ensure continuous improvement and mitigation of potential safety risks. In recent years, our TCIR has consistently ranked in the top quartile of safety performance in our industry.

Talent Attraction, Retention, and Development Our employees make essential contributions to our success and ability to drive growth and innovation. Even as the organization has undertaken substantial change in recent years, our vision and Core Values remain the center of our steadfast compliant culture. We are always working to enhance our human resources programs by implementing and integrating enterprise-level processes for talent attraction, career development, and training.

Glatfelter supports its team by providing competitive wages, comprehensive benefits, diverse well-being programs, and other benefits to help enhance the lives of our employees. We provide various work arrangements for employees whose jobs are conducive to remote or hybrid structures. We regularly review our employee offerings to ensure we are positioned competitively to attract and retain top-tier talent.

Employee Training Training and professional growth are central to developing our workforce and driving long-term success for our organization. Global training encompasses a variety of programs, from apprenticeships and machine-specific skill development, grant-funded partnerships, Lean Six Sigma principles training, leadership development and compliance training. To ensure we continue to have the necessary resources with skills necessary to support the production of increasingly sophisticated engineered materials, we invest in the development of skills necessary to operate our machinery, including operational apprenticeship programs in many of our global locations.

Diversity, Equity and Inclusion We are a global company that encourages and embraces different cultures and backgrounds. Our employees, including our management team, are diverse – as our facilities hire locally for leadership positions, as well as salaried and production positions at all levels. We strive to create an inclusive culture and provide opportunities for people of all backgrounds to share their unique viewpoints and contribute to our success. The global nature of our business helps drive our inclusive corporate environment, as we regularly collaborate with colleagues who have different backgrounds, ethnicities, and world views.

We are committed to ensuring our Company is a diverse and inclusive place to work, while also strengthening the communities in which we live.

Other Available Information The Corporate Governance page of our website includes our Articles of Incorporation, Bylaws, Corporate Governance Principles, Code of Business Conduct, and biographies of our Board of Directors and identifies our Executive Officers. In addition, the website includes charters of the Audit, Compensation, and Nominating and Corporate Governance Committees of the Board of Directors. The Corporate Governance page also includes the Code of Business Ethics for the CEO and Senior Financial Officers of Glatfelter, our “whistle-blower” hotline information and other related material. We satisfy the disclosure requirement for any future amendments to, or waivers from, our Code of Business Conduct or Code of Business Ethics for the CEO and Senior Financial Officers by posting such information on our website. We will provide a copy of these documents, without charge, to any person who requests one by contacting Investor Relations at (717) 225-2746, ir@glatfelter.com or by mail to 4350 Congress Street, Suite 600, Charlotte, NC 28209.

GLATFELTER 2023 FORM 10-K 7

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ITEM 1A RISK FACTORS

Our business and financial performance may be adversely affected by a weak global economic environment or downturns in the target markets that we serve.

Adverse global economic conditions could impact our target markets resulting in decreased demand for our products. Our results could be adversely affected if economic conditions weaken. Also, there may be periods during which demand for our products could be insufficient to enable us to operate our production facilities at full capacity and in an economical manner which may force us to curtail production by taking machine downtime.

Approximately 46% of our net sales in 2023 was from shipments to customers in Europe, the demand for which is dependent on economic conditions in this region, or to the extent such customers do business outside of Europe, in other regions of the world. Uncertain economic conditions in this region may cause weakness in demand for our products, as well as volatility in our customers buying patterns.

The cost of raw materials and energy used to manufacture our products could increase or the availability of certain raw materials could become constrained.

Our business requires access to sufficient, and reasonably priced, quantities of wood pulps, different pulps, pulp substitutes, abaca fiber, polyester and various synthetic fibers, and certain other raw materials, as well as access to reliable and abundant supplies of water to support many of our production facilities. Therefore, volatility in the price of key raw materials can have a significant impact on our results of operations.

Our Philippine production site purchases raw abaca fiber to produce abaca pulp, a key material used to manufacture material for single-serve coffee, tea, and technical specialty products at Composite Fibers’ facilities. At certain times, the supply of abaca fiber has been constrained or the quality diminished due to factors such as weather-related damage to the source crop, as well as decisions by landowners to produce alternative crops in lieu of those used to produce abaca fiber. These factors have contributed to volatility in fiber prices or limited available supply.

Airlaid Materials requires access to sufficient quantities of fluff pulp, the supply of which is subject to availability of certain softwoods.

The cost of many of our production materials, including petroleum-based chemicals and freight charges, are influenced by the cost of oil. Natural gas is the principal source of fuel for each of our facilities worldwide and prices have historically been more volatile than other fuels. Our manufacturing operations are energy-intensive and prices can fluctuate significantly based on demand.

Government rules, regulations and policies have an impact on the cost of certain energy sources, particularly for our European operations. In Europe, we currently benefit from a number of government-sponsored programs related to, among others, green energy or renewable energy initiatives designed to mitigate the cost of electricity to larger industrial consumers of power. Any reduction in the extent of government sponsored incentives may adversely affect the cost ultimately borne by our operations.

Although we have contractual arrangements with certain customers pursuant to which our product’s selling price is adjusted for changes in the cost of certain raw materials and energy, we may not be able to fully pass increased raw materials or energy costs on to all customers if the market will not bear the higher price or if existing supply agreements limit price increases. If price adjustments significantly trail increases in raw materials costs, our operating results could be adversely affected.

Our turnaround strategy is time-consuming and expensive and could significantly disrupt our business.

We initiated a significant turnaround strategy in late 2022 in an effort to optimize our portfolio, improve margins, reduce fixed costs, liberate cash, improve operational effectiveness and return Spunlace to profitability. These turnaround actions were, and will continue to be, initiated to deliver significantly improved financial performance. The nature of these activities involves topics that are complex and time-consuming in nature, and could significantly disrupt our business if we fail to execute them properly, which could ultimately result in financial impacts to the Company.

The conflict between Russia and Ukraine has adversely affected, and may continue to adversely affect, our business, financial condition, and results of operations.

Approximately $36 million and $40 million, or 2.6% and 2.7% of our net sales in 2023 and 2022, respectively, were earned from customers located in Russia and Ukraine. The geopolitical conditions resulting from the Russia/Ukraine military conflict, including government-imposed sanctions and the current macroeconomic climate in Russia and Ukraine,

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have adversely impacted both demand for our products and our ability to deliver products to this region, as well as, limited customers' access to financial resources and their ability to satisfy obligations to us. For example, as a direct result of the military conflict, economic sanctions, and the disruptions in the region’s financial systems, we have had a significant reduction in wallcover revenues and cash flows. We expect this reduction to continue for the foreseeable future and most directly impact our facility located in Dresden, Germany that produces wallcover base paper, a significant portion of which historically was sold into the Ukraine and Russian markets. As a result, during the first quarter of 2022, we recorded a $117.3 million non-cash asset impairment charge related to assets of our Dresden facility and an impairment of our Composite Fibers business' goodwill. In addition, we operate manufacturing sites elsewhere in Europe that have been adversely impacted as a result of the military conflict in Ukraine and related geopolitical events and sanctions.

In the event that current geopolitical tensions fail to abate, or deteriorate further, or additional governmental sanctions are enacted against the Russian economy or its banking and monetary systems, we may face additional adverse consequences to our business and results of operations. Even if the conflict moderates or a resolution between Ukraine and Russia is reached, we expect that we will continue to experience ongoing adverse consequences to our business, financial condition, and results of operation resulting from the conflict for the foreseeable future, including and because certain of the economic and other sanctions imposed, or that may be imposed, against Russia may continue for a period of time after any resolution has been reached.

Disruption of our global supply chain could adversely affect our business.

Our ability to manufacture, sell and distribute products is critical to our operations. Our products contain raw materials that we source globally from suppliers. If there is a shortage of a key raw material in our supply chain, and a replacement cannot be readily sourced from an alternative supplier, the shortage may disrupt our production. Likewise, disruptions in the transportation and delivery of products - both from suppliers to our production facilities, and from our production facilities to our customers - may impact our ability to sell product and deliver goods to our customers on time and in full. In addition, the costs of transporting materials and products through our chain of sourcing and production may increase, and such increases could be significant. The failure of third parties on which we rely, including those third parties who supply our raw materials, packaging, capital equipment and other necessary operating materials, contract manufacturers, commercial transport, distributors, contractors, and external business partners, to meet their obligations to us, or significant disruptions in their ability to do so, may negatively impact our operations. Failure to take adequate steps to mitigate the likelihood or potential impact of such disruptions, or to effectively manage such disruptions if they occur, could adversely affect our business and results of operations, as well as require additional resources to restore our global supply chain. Any of these factors could have a material adverse impact on our results of operations and financial condition.

Foreign currency exchange rate fluctuations could adversely affect our results of operations.

A significant proportion of our net sales and earnings is generated from operations outside of the United States. In addition, we own and operate manufacturing facilities in Canada, Germany, France, Spain, the United Kingdom, and the Philippines. A significant portion of our business is transacted in currencies other than the U.S. dollar, including the euro, British pound, Canadian dollar, and Philippine peso, among others. Our euro denominated net sales exceed euro expenses by an estimated €170 million. With respect to the British pound, Canadian dollar, and Philippine peso, we have greater outflows than inflows of these currencies, although to a lesser degree than the euro. As a result, we are exposed to changes in currency exchange rates and such changes could be significant.

Our ability to maintain our products' price competitiveness is reliant, in part, on the relative strength of the currency in which the product is denominated compared to the currency of the market into which it is sold and the functional currency of our competitors. Changes in the rate of exchange of foreign currencies in relation to the U.S. dollar, and other currencies, may adversely impact our results of operations and our ability to offer products in certain markets at acceptable prices.

In the event of significant currency weakening in the countries into which our products are sold, demand for our products, pricing of our products, or a customer’s ability to satisfy obligations to us, could be adversely impacted.

GLATFELTER 2023 FORM 10-K 9

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Our industry is highly competitive and increased competition could reduce our sales and profitability.

The global markets in which we compete are served by a variety of competitors and a variety of substrates. As a result, our ability to compete is sensitive to, and may be adversely impacted by:

•the entry of new competitors into the segments we serve;

•the aggressiveness of our competitors’ pricing strategies, which could force us to decrease prices in order to maintain market share;

•our failure to anticipate and respond to changing customer preferences; and

•technological advances or changes that impact production or cost competitiveness of our products.

The impact of any significant changes may result in our inability to effectively compete in the segments in which we operate, and as a result our sales and operating results would be adversely affected.

We may not be able to develop new products acceptable to our existing or potential customers.

Our business strategy is market focused and includes investments in developing new products to meet the changing needs of our customers, serve new customers and to maintain our market share. Our success will depend, in part, on our ability to develop and introduce new and enhanced products that keep pace with introductions by our competitors and changing customer preferences. If we fail to anticipate or respond adequately to these factors, we may lose opportunities for business with both current and potential customers. The success of our new product offerings will depend on several factors, including our ability to:

•anticipate and properly identify our customers' needs and industry trends;

•develop and commercialize new products and applications in a timely manner;

•price our products competitively;

•differentiate our products from our competitors' products; and

•invest efficiently in research and development activities.

Our inability to develop new products or new business opportunities could adversely impact our business and ultimately harm our profitability.

We are subject to substantial costs and potential liability for environmental matters.

We are subject to various environmental laws and regulations that govern our operations, including discharges into the environment, and the handling and disposal of hazardous substances and wastes. We are also subject to laws and regulations that impose liability and clean-up responsibility for releases of hazardous substances. To comply with environmental laws and regulations, we have incurred, and will continue to incur, substantial expenditures.

We may incur obligations to remove or mitigate any adverse effects on the environment, such as air and water quality, resulting from production sites we operate or have operated. Potential obligations include costs for government oversight of the remediation activities, the restoration of natural resources, and/or personal injury and property damages.

We generate a substantial portion of Airlaid Materials' and Spunlace's net sales from a few large customers and the loss of any one could have a material adverse effect on our results of operations.

The top three customers in each of these segments, in the aggregate, accounted for approximately 57% of Airlaid Materials’ and approximately 42% of Spunlace’s net sales in 2023. Furthermore, Airlaid Materials and Spunlace derive approximately 37% and 7%, respectively, of their annual net sales from sales to the feminine hygiene market. The loss of any one of these large customers or a decline in sales of hygiene products could have a material adverse effect on these segments’ operating results. Our ability to effectively compete could be affected by technological production alternatives, which could provide substitute products into this segment. Customers in the airlaid and spunlace nonwoven fabric material segments including hygiene, may also switch to less expensive products, change preferences or otherwise reduce demand for our products, thus reducing the size of the segments in which we currently sell our products. Any of the foregoing could have a material adverse effect on our financial performance and business prospects.

Our operations may be impaired, and we may be exposed to potential losses and liability as a result of natural disasters, acts of terrorism or sabotage or similar events.

If we have a catastrophic loss or unforeseen operational disruption at any of our facilities, we could suffer significant lost production which could impair our ability to satisfy customer demands.

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Natural disasters, such as earthquakes, hurricanes, tornadoes, typhoons, flooding or fire, and acts of terrorism or sabotage affecting our operating activities and major facilities could materially and adversely affect our operations, operating results and financial condition.

In addition, many of our operations require a reliable and abundant supply of water. Such sites rely on local bodies of water or water sources for their production needs and, therefore, are particularly sensitive to drought conditions or other natural or man-made interruptions to water supplies. Any interruption or curtailment of operations at any of our production facilities due to flooding, drought or low flow conditions at the principal water source or another cause could materially and adversely affect our operating results and financial condition.

Our pulp facility in Lanao del Norte on the Island of Mindanao in the Republic of the Philippines is located along the Pacific Rim, one of the world’s hazard belts. By virtue of its geographic location, this site is subject to similar types of natural disasters discussed above, cyclones, typhoons, and volcanic activity. Moreover, the area of Lanao del Norte has been a target of suspected terrorist activities. Our pulp mill in Mindanao is located in a rural portion of the island and is susceptible to attacks and/or power interruptions. The Mindanao site supplies the abaca pulp used by Composite Fibers to manufacture paper for single serve coffee and tea products and certain technical specialties products. Any interruption, loss, or extended curtailment of operations at our Mindanao site could affect our ability to meet customer demands for our products and materially affect our operating results and financial condition.

We have operations in a potentially politically and economically unstable location.

Our pulp facility in the Philippines is located in a region that is unstable and subject to political unrest. As discussed above, our Philippine pulp facility produces abaca pulp, a significant raw material used by Composite Fibers and is currently our main source of abaca pulp. There are limited suitable alternative sources of readily available abaca pulp in the world. In the event of a disruption in supply from our Philippine site, there is no guarantee that we could obtain adequate amounts of abaca pulp, if at all, from alternative sources at a reasonable price. Further, there is no assurance the performance of such alternative materials will satisfy customer performance requirements. As a consequence, any civil disturbance, unrest, political instability, or other event that causes a disruption in supply could limit the availability of abaca pulp and would increase our cost of obtaining abaca pulp. Such occurrences could adversely impact our sales volumes, net sales, and operating results.

Our international operations pose certain risks that may adversely impact sales and earnings.

We have significant operations and assets located in Canada, Germany, France, Spain, the United Kingdom, and the Philippines. Our international sales and operations are subject to a number of unique risks, in addition to the risks in our domestic sales and operations, including, but not limited to, economic and trade disruptions resulting from geopolitical developments, wars or other military conflicts (such as the ongoing conflicts in Ukraine and the Middle East), differing protections of intellectual property, trade barriers, labor unrest, exchange controls, regional economic uncertainty, differing (and possibly more stringent) labor regulation, risk of governmental expropriation, domestic and foreign customs and tariffs, differing regulatory environments, difficulty in managing widespread operations and political instability. These factors may adversely affect our future profits. Also, in some foreign jurisdictions, we may be subject to laws limiting the right and ability of entities organized or operating therein to pay dividends or remit earnings to affiliated companies unless specified conditions are met. Any such limitations would restrict our flexibility in using funds generated in those jurisdictions.

Our business depends on good relations with our employees and attracting and retaining key employees.

As of December 31, 2023, we employed approximately 2,920 people worldwide, the substantial majority of whom are skilled personnel responsible for the production and commercialization of our Airlaid Materials, Composite Fibers, and Spunlace products. Our facilities are a continuous flow manufacturing operation with approximately 68.3% of our employees represented by local works councils or trade unions in Europe, the United Kingdom, Canada, and the Philippines. The risk of labor disputes, work stoppages or other disruptions in production could adversely affect us, especially in conjunction with potential restructuring activities. Any work stoppage or failure to reach agreements with local works councils or trade unions could have a material adverse effect on our customer relations, our productivity, the profitability of a manufacturing facility, our ability to develop new products and our operations as a whole. Furthermore, the loss of any of our key employees, including our CEO and their direct reports, could adversely affect our business and thus our financial condition, results of operations and cash flows.

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We are subject to cyber-security risks related to unauthorized or malicious access to sensitive customer, vendor, company, or employee information, as well as to the technology that supports our operations and other business processes.

Our business operations rely upon secure systems for site operations, and data capture, processing, storage, and reporting. Although we maintain appropriate data security and controls, our information technology systems, and those of our third-party providers, could become subject to cyberattacks. The result of such attacks could result in a breach of data security and controls. Such a breach of our network, systems, applications or data could result in operational disruptions or damage or information misappropriation including, but not limited to, interruption to systems availability; denial of access to and misuse of applications required by our customers to conduct business with us; denial of access to the applications we use to plan our operations, procure materials, manufacture and ship products and account for orders; theft of intellectual know-how and trade secrets; and inappropriate disclosure of confidential company, employee, customer or vendor information, could stem from such incidents. In addition, the rapid evolution and increased adoption of artificial intelligence technologies increases our cybersecurity risks, including generative artificial intelligence augmenting threat actors’ technological sophistication to enhance existing or create new malware.

Any of these operational disruptions and/or misappropriation of information could adversely affect our results of operations, create negative publicity, and could have a material effect on our business. While we believe we devote significant resources to network security, disaster recovery, employee training and other measures to secure our information technology systems and prevent unauthorized access to or loss of data, there are no guarantees that they will be adequate to safeguard against all cyber incidents, systems disruptions, system compromises or misuses of data. In addition, while we currently maintain insurance coverage that, subject to its terms and conditions, is intended to address costs associated with certain aspects of cyber incidents and information systems failures, this insurance coverage may not, depending on the specific facts and circumstances surrounding an incident, cover all losses or all types of claims that arise from an incident, or the damage to our reputation or brands that may result from an incident.

We operate in and are subject to taxation from numerous U.S. and foreign jurisdictions.

The multinational nature of our business subjects us to taxation in the U.S. and numerous foreign jurisdictions. Due to economic and political conditions, tax rates in various jurisdictions are subject to significant change. Our effective tax rates could be affected by changes in tax laws or their interpretation, changes in the mix of earnings in jurisdictions with differing statutory tax rates, and changes in the valuation of deferred tax assets and liabilities. The Organization for Economic Cooperation and Development (“OECD”) reached agreement among various countries to implement a minimum 15% tax rate on certain multinational enterprises, commonly referred to as Pillar Two. The minimum tax directive has been adopted by the EU for implementation by its Member States into national legislation effective for fiscal years beginning after 2023 and may be adopted by other jurisdictions including the U.S. Many countries where we have operations continue to announce changes in their tax laws and regulations based on the Pillar Two principles. These and other developments could significantly negatively impact the Company’s overall tax expense, results of operations, and future cash flows.

In the event any of the above risk factors impact our business in a material way or in combination during the same period, we may be unable to generate enough cash flow to simultaneously fund our operations, finance capital expenditures, and satisfy obligations.

In addition to debt service obligations, our business requires expenditures to support growth strategies, research and development initiatives, and for normal upgrades or replacements. We expect to meet all our near and long-term cash needs from a combination of operating cash flow, cash and cash equivalents, availability under our credit facility or other long-term debt. If we are unable to generate enough cash flow from these sources, we could be unable to fund our operations, finance capital expenditures, or satisfy our near and long-term cash needs.

We have substantial indebtedness and may incur substantial additional indebtedness, which could adversely affect our financial health and our ability to obtain financing in the future, react to changes in our business and make payments on the notes.

As of December 31, 2023, we had approximately $370.7 million of secured debt and $501.0 million of unsecured debt. We are able to, and may, incur additional indebtedness in the future, subject to the limitations contained in the agreements governing our indebtedness. Our substantial indebtedness could have important consequences to holders of our indebtedness, including:

•making it more difficult for us to satisfy our obligations with respect to our long-term debt;

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•limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements, and our ability to satisfy our obligations with respect to the notes in the future;

•requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions, and other general corporate purposes;

•increasing our vulnerability to general adverse economic and industry conditions;

•exposing us to the risk of increased interest rates as certain of our borrowings are at variable rates of interest;

•limiting our flexibility in planning for and reacting to changes in the industry in which we compete;

•placing us at a disadvantage compared to other, less leveraged competitors or competitors with comparable debt and more favorable terms and thereby affecting our ability to compete;

•increasing our cost of borrowing; and

•failing to comply with the covenants and other requirements contained in our credit agreements or our other debt instruments could cause an event of default under the relevant debt instrument.

Although our borrowing arrangements contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial. These restrictions also will not prevent us from incurring obligations that do not constitute indebtedness. If new debt is added to our current debt levels, the related risks that we face would increase, and we may not be able to meet all our debt obligations, including the repayment of the notes. On March 30, 2023, we entered into an amendment to the Credit Agreement which obligates us to maintain a leverage ratio under 4.25 to 1.0 through the quarter ended December 31, 2024, stepping down to 4.0 to 1.0 at March 31, 2025, and 3.50 to 1.0 at March 31, 2026 and a debt service coverage ratio less than 1.25 to 1.0 through the quarter ended December 31, 2024, stepping up to 1.50 to 1.0 at March 31, 2025, and 2.00 to 1.0 at March 31, 2026.

ESG issues may have an adverse effect on our business, financial condition and results of operations, the desirability of our stock, and may damage our reputation.

If we are unable to meet our ESG goals or evolving investor, industry, or stakeholder expectations and standards, our customers may choose alternative suppliers and/or our reputation, the desirability of our stock to investors, and our business and/or financial condition may be adversely affected. Any failure to achieve our ESG goals, challenges to our ESG reporting or our failure to effectively respond to new, or changes in, legal or regulatory requirements concerning environmental or other ESG matters could adversely affect our business and thus our financial condition, results of operations and cash flows.

The pending Reverse Morris Trust transaction with Berry’s HHNF Business may not be completed on the terms or timeline currently contemplated, or at all, and the failure to complete the transaction could adversely impact the market price of Glatfelter common stock, as well as its business and operating results.

On February 6, 2024, we entered into certain definitive agreements with Berry, for Berry to spin-off and merge the majority of its Health, Hygiene and Specialties segment including its Global Nonwovens and Films business (“HHNF”) with Glatfelter (the “Merger”). Immediately following the transaction, pre-merger holders of the shares of common stock of Glatfelter will own, in the aggregate, approximately 10% of the outstanding capital stock of Glatfelter and Berry stockholders will own, in the aggregate, approximately 90% of the outstanding capital stock of Glatfelter.

The consummation of the transaction is subject to certain conditions, including: (i) approval of the required transactions by Glatfelter’s shareholders; (ii) the effectiveness of the registration statements with the SEC registering the issuance of Glatfelter common stock (iii) the listing of Glatfelter common stock issuable to shareholders on the NYSE; (iv) receipt of applicable regulatory approvals, including the expiration or early termination of the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other required regulatory approvals, and (v) the receipt of a private letter ruling from the IRS to the effect that the transactions will qualify for tax-free treatment under the Code, among other customary conditions to closing. There is no assurance that these conditions will be met or waived or that the transaction will be completed on the terms or timeline currently contemplated, or at all.

If the transaction is not completed for any reason, the price of Glatfelter common stock could decline. Glatfelter also could experience negative reactions from employees, customers, suppliers or other third parties if the transaction is not completed.

GLATFELTER 2023 FORM 10-K 13

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Glatfelter and Berry have expended and will continue to expend significant management time and resources and have incurred and will continue to incur significant expenses related to the transaction, including legal, advisory, and financial services fees. Even if the transaction is completed, any delay in the completion of the transaction could diminish the anticipated benefits of the transaction or result in additional transaction expenses, loss of revenue or other effects associated with uncertainty about the transaction. If the transaction is not consummated because the merger agreement is terminated, Glatfelter may be required under certain circumstances to pay Berry a termination fee of $10 million.

ITEM 1B UNRESOLVED STAFF COMMENTS

None.

~~ITEM~~ Item 1C . CYBERSECURITY

~~Cybersecurity~~ ~~Risk~~Governance ~~Management and Strategy~~

We Our ~~operate~~Chief inInformation ~~the~~Officer ~~engineered~~(CIO) ~~materials~~has ~~manufacturing~~over ~~sector,~~30 ~~which~~years isof ~~subject~~experience toin ~~various~~ cybersecurity ~~risks that could adversely affect our business, financial condition,~~ and ~~results~~has ofprimary ~~operations,~~management ~~including:~~oversight ~~intellectual property theft; fraud; extortion; harm to employees or customers; violation~~ of ~~privacy~~the ~~laws;~~Company’s ~~and~~cybersecurity ~~other litigation, legal~~ and ~~reputational~~cyber ~~risks. We have implemented a~~ risk~~-based~~ ~~approach~~management toactivities. ~~identify~~The ~~and~~CIO ~~assess~~administers ~~the cybersecurity threats that could affect~~ our ~~business~~cyber ~~and~~risk ~~information~~assessments, ~~systems.~~oversees ~~Our~~ongoing ~~cybersecurity~~risk ~~program~~management ~~is aligned with industry standards and best practices~~processes, ~~such as the National Institute of Standards~~ and ~~Technology~~regularly ~~(NIST)~~reports ~~Cybersecurity Framework. We conduct periodic risk assessments~~ to ~~identify~~ the ~~potential~~Audit ~~impact~~Committee. ~~and~~During ~~likelihood~~fiscal ~~of various cyber scenarios~~2025, ~~including~~the ~~those~~Audit ~~involving~~Committee ~~third-party~~received ~~service~~regular ~~providers,~~briefings ~~and~~from ~~to determine~~ the ~~appropriate~~CIO ~~mitigation~~on ~~strategies and controls. We use various tools and methodologies to manage~~ cybersecurity ~~risk~~matters, including ~~implementation~~updates ~~of a business continuity process that includes a comprehensive incident response plan and procedure that is tested~~ on acurrent ~~regular cadence. We also monitor~~ and ~~evaluate~~emerging ~~our~~threats, ~~cybersecurity~~progress ~~performance~~ on an ongoing basis through regular vulnerability scans, threat intelligence feeds, and penetration tests by an independent third party. We require third-party service providers with access to personal, confidential or proprietary information to implement and maintain comprehensive cybersecurity practices consistent with applicable legal standards and industry best practices. The incident response team, which includes senior IT subject matter experts and security ~~analysts~~initiatives, ~~determines~~assessments ~~the apparent severity~~ of ~~reported potential incidents, and operationalizes~~ the ~~appropriate~~Company’s ~~incident~~cybersecurity ~~response plan. In addition~~program, ~~we continue to provide training~~ and ~~awareness~~the ~~practices~~results toof ~~mitigate human risk, including mandatory computer-based training,~~ internal ~~communications,~~ and ~~regular phishing awareness campaigns that are designed to emulate real~~third-~~world~~party ~~contemporary threats and provide feedback (and, if necessary, additional training or remedial action) to employees~~evaluations. We also maintain insurance coverage that, subject to its terms and conditions, is intended to address costs associated with certain aspects of cyber incidents and information systems failures should they occur.

~~Our~~ ~~business~~Risk ~~depends~~Management ~~on the availability, reliability,~~ and ~~security~~Strategy of our information systems, networks, data, and intellectual property. Any disruption, compromise, or breach of our systems or data due to a cybersecurity threat or incident could adversely affect our operations, administrative functions, customer service, product development, and competitive position. They might also result in a breach of our contractual obligations or legal duties to protect the privacy and confidentiality of our stakeholders. Such a breach could expose us to business interruption, lost revenue, ransom payments, remediation costs, liabilities to affected parties, cybersecurity protection costs, lost assets, litigation, regulatory scrutiny and actions, reputational harm, customer dissatisfaction, harm to our vendor relationships, or loss of market share.

~~Cybersecurity~~ Risk ~~Governance~~Assessment

~~The~~Global ~~Company has increased its investment into combating~~ cybersecurity ~~risks~~threats ~~which~~and ~~include~~targeted ~~increased~~attacks ~~Board~~are ~~Audit~~an ~~Committee~~evolving ~~oversight of IT’s security~~ risk to ~~reporting~~data, ~~formation~~infrastructure, ~~of the Cybersecurity Steering Committee to directly govern IT cybersecurity strategies~~ and ~~strengthening~~overall ~~the~~operations. These ~~IT security management team which deploys resources to address cybersecurity~~ risks onare addressed through a ~~day-to-day~~comprehensive, ~~basis. Our internal~~ cross-functional ~~Cybersecurity~~approach ~~Committee~~that ~~meets~~is ~~quarterly~~focused toon preserving ~~discuss~~the ~~any~~confidentiality, ~~issues~~integrity and ~~regulatory~~availability ~~updates.~~of ~~The Board’s Audit Committee exercises its oversight role and provides~~ the ~~Board~~information that ~~with~~we ~~reports~~collect and ~~findings~~store ~~from~~by ~~its annual cybersecurity meeting with management~~identifying, ~~including~~preventing ~~the Vice President of Global Information Technology~~ and ~~the~~mitigating ~~Senior~~cyber security ITthreats ~~Director over Cybersecurity. Our Senior IT Director over Cybersecurity holds a Certified Information Systems Security Professional (CISSP) certification~~ and ~~has~~effectively ~~more~~responding ~~than~~to ~~25 years of experience in~~ cybersecurity. ~~Our~~incidents ~~Board~~when they ~~also reviews our cybersecurity budget on an annual basis~~occur.

~~Table~~ Cybersecurity ~~of Contents~~Assessments

~~ITEM~~We ~~2 PROPERTIES~~engage third parties to perform assessments of our cybersecurity programs, including audits and independent reviews of our information security control environment and operating effectiveness. The results of such assessments, audits and reviews are reported to the Audit Committee and we adjust our cybersecurity policies, standards, processes and practices as necessary based on the information provided by these assessments, audits and reviews. Targeted security assessments were conducted and penetration tests throughout the year by internal teams as well as through engagement with third party service providers, including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness.

We Effects ~~own substantially all the land~~ and ~~buildings~~Impacts ~~comprising our manufacturing facilities located in the United States; Canada; the United Kingdom; Germany; France; Spain and the Philippines; as well as substantially all~~ of ~~the~~Cybersecurity equipment used in our manufacturing and related operations. Certain of our operations are under lease arrangements, including our metallized paper production facility located in Caerphilly, Wales, land at our Mount Holly, North Carolina site, a converting and warehousing facility in Madison, Tennessee, office and various warehouse space in the United States, Canada, Europe, China and our corporate offices in Charlotte, North Carolina. All our properties, other than those that are leased, are free from any material liens or encumbrances. We consider all our buildings to be in good structural condition and well maintained and our properties to be suitable and adequate for present operations.Risks

~~ITEM~~ ~~3 LEGAL~~As ~~PROCEEDINGS~~of the date of this report, we have not identified any risks from known cybersecurity threats, including any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition. (See Item 1A. Risk Factors).

We are involved in various lawsuits that we consider to be ordinary and incidental to our business. The ultimate outcome of these lawsuits cannot be predicted with certainty; however, we do not expect such lawsuits, individually or in the aggregate, will have a material adverse effect on our consolidated financial position, liquidity, or results of operations.7

~~EXECUTIVE~~ Item ~~OFFICERS~~2. PROPERTIES

~~The~~ Our ~~following~~primary ~~table~~manufacturing ~~sets~~facilities ~~forth~~by ~~certain~~geographic ~~information~~area ~~with~~were ~~respect~~as tofollows: ~~our executive officers and other senior management members of February 28, 2024.~~

Name		Age		Office with the Company
Geographic Region	Total Facilities		Leased Facilities
Thomas M. Fahnemann		62		President & Chief Executive Officer
Americas	22		2
Boris Illetschko		51		Senior Vice President, Chief Operating Officer
Rest of world	23		4
Eileen L. Beck		61		Senior Vice President, Global Human Resources & Administration
Ramesh Shettigar		48		Senior Vice President, Chief Financial Officer & Treasurer
David C. Elder		55		Vice President, Strategic Initiatives, Business Optimization & Chief Accounting Officer
Jill L. Urey		57		Vice President, General Counsel & Compliance

~~Thomas~~ Item M3. LEGAL Fahnemann became President and Chief Executive Officer effective August 25, 2022. Since October 2017, he has served as Non-Executive Director, Member of the Board and Chairman of the Audit Committee for AustroCel Hallein, GmbH, in Amsterdam, the Netherlands. From 2010 to 2017, Mr. Fahnemann served as CEO and Chairman of the Management Board of Semperit Holding AG in Vienna, Austria.PROCEEDINGS

~~Boris~~ We ~~Illetschko~~are ~~became~~party ~~Senior~~to ~~Vice~~various ~~President,~~legal ~~Chief~~proceedings ~~Operating~~involving ~~Officer~~routine ~~effective~~claims ~~August~~which 1,are ~~2023.~~incidental ~~From~~to ~~October~~our ~~2019 until joining Glatfelter, Mr~~business. ~~Illetschko~~Although ~~served~~our aslegal ~~the~~and ~~global~~financial ~~Group~~liability ~~Chief~~with ~~Commercial~~respect ~~Officer~~to &such ~~Group~~proceedings ~~Managing~~cannot ~~Director~~be ~~for~~estimated ~~voestalpine~~with ~~Rotec GmbH~~certainty, ~~Krieglach,~~we ~~Austria.~~believe ~~Prior~~that toany ~~this~~ultimate ~~role,~~liability ~~Boris~~would ~~worked~~not asbe anmaterial ~~independent industry consultant from 2017~~ to ~~2019~~the ~~and~~business, ~~from~~financial ~~2011 to 2017~~condition, heresults ~~held~~of ~~various~~operations ~~positions~~or ~~for~~cash ~~Semperit~~flows. See AGNote ~~Holding~~5. Commitments, ~~Austria~~Leases and Contingencies.

~~Eileen~~ Item L4. MINE ~~Beck~~SAFETY was promoted to Senior Vice President, Global Human Resources & Administration in February 2023. She joined us in 2012 as Director, Global Compensation and Benefits, was promoted to Vice President in September 2015, and promoted to Vice President Human Resources & Administration in April 2017. Ms. Beck previously held various Human Resources roles at Armstrong World Industries.DISCLOSURES

~~Ramesh~~ Not ~~Shettigar was promoted to Senior Vice President, Chief Financial Officer and Treasurer in May 2022~~applicable. He joined us in July 2014 as Vice President and Treasurer and was promoted to Vice President, ESG, Investor Relations and Corporate Treasurer in September 2021. Prior to joining Glatfelter, Mr. Shettigar was Director of Treasury at Quest Diagnostics with responsibility for a broad range of corporate finance activities including cash management, global liquidity, FX, debt/equity financing and capital planning. Mr. Shettigar has also held treasury and related positions with Praxair Inc, Delphi Corporation and McDermott International.

David C. Elder was named Vice President, Strategic Initiatives, Business Optimization and Chief Accounting Officer in April 2023. Prior to his promotion, he was Vice President, Finance and Chief Accounting Officer. Mr. Elder joined Glatfelter in January 2006 as our Vice President, Corporate Controller. Mr. Elder was previously Corporate Controller for YORK International Corporation.

Jill L. Urey was named Vice President, General Counsel & Compliance in December 2023. Prior to her promotion, she was Vice President, Chief Legal & Compliance Officer and Corporate Secretary since July 2019 and has led our legal function since December 2018. She joined Glatfelter in January 2013 as Assistant General Counsel and assumed the additional role of Chief Compliance Officer in the beginning of 2016. Prior to joining us, Ms. Urey was Corporate Counsel and later Interim General Counsel for Graham Packaging Company from 2007 to 2012.

GLATFELTER 2023 FORM 10-K 15

Table of Contents

ITEM 4 MINE SAFETY DISCLOSURES

Not Applicable

PART II

~~ITEM~~ Item 5 . MARKET FOR REGISTRANT'’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock “MAGN” is ~~traded~~listed on the New York Stock Exchange. ~~under~~As of the ~~symbol~~date ~~“GLT”~~of this filing, there were fewer than 62 active record holders of our common stock, but we estimate the number of beneficial stockholders to be much higher as a number of our shares are held by brokers or dealers for their customers in street name.

~~Our~~ Item ~~Board of Directors declared quarterly cash dividends of $0~~6.14 RESERVED per common share for the first two quarters of 2022. In the third quarter of 2022, the Board of Directors suspended the quarterly cash dividend as part of our focused efforts to optimize the operational and financial results of the business. There were no cash dividends declared in 2023.

As Item of7. MANAGEMENT’S ~~February~~DISCUSSION ~~26,~~AND ~~2024,~~ANALYSIS weOF ~~had~~FINANCIAL ~~850~~CONDITION ~~shareholders~~AND ofRESULTS ~~record.~~OF OPERATIONS

~~STOCK PERFORMANCE GRAPH~~ Outlook

The ~~following~~Company ~~stock~~is ~~performance~~affected ~~graph~~by general ~~compares~~economic and industrial growth, raw material availability, cost inflation, supply chain disruptions, new and changing tariffs and general industrial production. Our business has both geographic and end market diversity, which reduces the ~~cumulative~~effect ~~5-year~~of ~~total~~any ~~return~~one of these factors on our overall ~~common~~performance. Our ~~stock~~results ~~with~~are ~~the~~affected ~~cumulative~~by ~~total~~our ~~returns~~ability to pass through raw material and other cost changes, including tariffs, to our customers, improve manufacturing productivity and adapt to volume changes of our ~~both~~customers. During afiscal ~~broad~~2025, ~~market~~the ~~index~~Company announced capacity rationalizations (Project CORE) in order to deliver future cost savings and aoptimize ~~peer~~equipment utilization. ~~group~~In total, over the next two years, these actions are projected to cost approximately $20 million with the operations savings intended to counter general economic softness. Despite Weglobal ~~compare~~macro-economic challenges and uncertainties attributed to inflation, changing tariff policies and general market softness, we continue to believe our ~~stock~~underlying long-term ~~performance~~demand fundamental in all segments will remain strong as we focus on providing advantaged products in targeted markets. For fiscal year 2026 ("fiscal 2026"), we project cash from operations between $170 to $190 million and free cash flow between $90 to $110 million. Projected fiscal 2026 free cash flow assumes $80 million of capital spending. For the ~~S&P~~definition ~~Small~~of ~~Cap~~free ~~600~~cash ~~index~~flow and further information related to ~~the~~free ~~S&P~~cash ~~Small~~flow ~~Cap~~as ~~600~~a ~~Materials~~non-GAAP ~~index.~~financial measure, see “Liquidity and Capital Resources.”

~~The~~ Discussion ~~following~~of ~~graph~~Results ~~assumes $100 was invested in our common stock and in each index (including reinvestment~~ of ~~dividends)~~Operations onfor ~~December~~Fiscal ~~31,~~2025 ~~2018~~Compared ~~and~~to ~~charts~~Fiscal ~~the performance through December 31, 2023.~~2024

~~ITEM~~ Business ~~6 [RESERVED]~~integration expenses consist of restructuring and impairment charges, divestiture-related costs, and other business optimization costs. Tables present dollars in millions. A discussion and analysis regarding our results of operations for fiscal year 2024 compared to fiscal year 2023 can be found on Form 8-K/A, filed with the SEC on January 31, 2025.

Table of Contents


*Consolidated Overview*	Fiscal Year
	2025		2024		$ Change		% Change
Net sales	$	3,204	$	2,187	$	1,017		47	%
Operating income (loss)	$	5	$	(141)	$	146		104	%

~~ITEM~~Net sales: The ~~7 MANAGEMENT'S~~net ~~DISCUSSION~~sales increase ~~AND~~included ~~ANALYSIS~~revenue OFfrom ~~FINANCIAL~~the ~~CONDITION~~Transaction ~~AND~~of ~~RESULTS~~$1,145 OFmillion ~~OPERATIONS~~partially offset by decreased selling prices of $45 million primarily due to the pass-through of lower raw material costs, a $32 million unfavorable impact from foreign currency changes and a 2% organic volume decline, that was attributed to general market softness in Europe and competitive pressures from imports in South America.

~~You~~Operating ~~should~~income (loss): The ~~read~~operating ~~the~~income improvement ~~following~~is ~~discussion~~primarily ofattributed ~~our~~to ~~financial~~the ~~condition~~$171 ~~and~~million ~~results~~goodwill ofimpairment charge ~~operations~~ in ~~conjunction~~fiscal ~~with~~2024, the ~~financial~~elimination ~~statements~~of ~~and~~$18 ~~the~~million ~~notes thereto included elsewhere~~ in ~~this~~corporate ~~annual~~expense allocations, ~~report.~~an ~~Our~~$11 ~~discussion~~million ~~and~~favorable ~~analysis~~change offrom ~~2023~~prior ~~compared~~year tohyperinflation in ~~2022~~Argentina, ~~is included herein. For discussion~~ and ~~analysis~~operating ofincome ~~2022~~from ~~compared to 2021~~GLT, ~~please~~partially ~~refer~~offset toby ~~Item~~a 7$16 ofmillion ~~Part~~inventory ~~II,~~fair ~~"Management's~~value ~~Discussion~~step-up charge ~~and~~related ~~Analysis~~to ofthe ~~Financial~~Transaction, ~~Condition~~a ~~and~~$25 ~~Results~~million ofunfavorable ~~Operations"~~impact infrom ~~our~~increased ~~Annual~~business ~~Report on Form 10-K for the fiscal year ended December 31~~integration costs, ~~2022,~~a ~~which~~$12 ~~was~~million ~~filed~~increase ~~with~~in ~~the~~stock ~~United~~compensation ~~States Securities and Exchange Commission on February 27~~expense, ~~2023~~ and isan ~~incorporated~~unfavorable ~~herein~~impact byfrom ~~reference~~volume declines.

Forward-Looking Statements This Annual Report on Form 10-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding industry prospects and future consolidated financial position or results of operations, made in this Report on Form 10-K are forward looking. We use words such as “anticipates”, “believes”, “expects”, “future”, “intends” and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from such expectations. The following discussion includes forward-looking statements regarding expectations of, among others, environmental costs, capital expenditures and liquidity, all of which are inherently difficult to predict. Although we make such statements based on assumptions that we believe to be reasonable, there can be no assurance that actual results will not differ materially from our expectations. Accordingly, we identify the following important factors, among others, which could cause our results to differ from any results that might be projected, forecasted or estimated in any such forward-looking statements:8

i.risks related to the military conflict between Russia and Ukraine and its impact on our production, sales, supply chain, cost of energy, and availability of energy due to natural gas supply issues into Europe;


Other expense (income), net	Fiscal Year
	2025		2024		$ Change		% Change
Other expense (income), net	$	30	$	(9)	$	39		433	%

~~ii.disruptions~~The ofOther ~~our~~expense ~~global~~(income) ~~supply~~increase ~~chain,~~is due ~~including~~to ~~the~~a ~~availability~~$15 ofmillion ~~key~~prepayment ~~raw~~penalty ~~materials~~charge ~~and~~for ~~transportation~~retiring ~~for~~debt concurrently with the ~~delivery~~Transaction, of$8 ~~critical~~million ~~inputs~~of ~~and~~non-cash ofcharges ~~products~~associated towith pre-Transaction ~~customers~~tax liabilities, and ~~the~~a ~~increase~~$12 inmillion ~~the~~unfavorable ~~costs~~change ofin ~~transporting~~currency ~~materials~~charges ~~and~~related ~~products;~~to intercompany loans.

iii.risks associated with our ability to increase selling prices quickly or sufficiently enough to recover rapid cost inflation in our raw materials, energy, freight and other costs, and the potential reduction or loss of sales due to price increases;


Interest expense, net	Fiscal Year
	2025		2024		$ Change		% Change
Interest expense, net	$	141	$	3	$	138		4,600	%

~~iv.variations~~The inInterest ~~demand~~expense ~~for~~increase is ~~our~~due ~~products,~~to ~~including~~increased ~~the~~borrowings ~~impact~~from ofthe ~~unplanned market-related downtime, variations in product pricing, or product substitution;~~Transaction.

v.the impact of competition, changes in industry production capacity, including the construction of new facilities or new machines, the closing of facilities and incremental changes due to capital expenditures or productivity increases;


Comprehensive income (loss)	Fiscal Year
	2025		2024		$ Change		% Change
Comprehensive income (loss)	$	(186)	$	(151)	$	(35)		(23)	%

viThe decrease is primarily attributed to a $30 million unfavorable change in currency translation combined with a $5 million decline in net income.~~risks~~ Currency ~~associated~~translation changes are primarily related to non-U.S. subsidiaries with ~~our~~a ~~international~~functional ~~operations,~~currency ~~including~~other ~~local~~than ~~economic~~the ~~and~~U.S. ~~political~~dollar ~~environments~~whereby assets and ~~fluctuations~~liabilities inare translated from the respective functional currency into U.S. dollars using period-end exchange rates;. The change in currency translation was primarily attributed to locations utilizing the euro or Brazilian real as their functional currency. As part of its overall risk management, the Company uses derivative instruments to reduce foreign currency exposure to translation of certain foreign operations. The Company records changes to the fair value of these instruments in Accumulated other comprehensive loss. The change in fair value of these instruments in the year is primarily attributed to the change in the forward foreign currency exchange curves between measurement dates.

~~vii.our~~Segment ~~ability to develop new, high value-added products;~~Overview

viii.changes in the price or availability of raw materials we use, particularly woodpulp, pulp substitutes, synthetic pulp, other specialty fibers and abaca fiber;


Americas	Fiscal Year
	2025		2024		$ Change		% Change
Net sales	$	1,833	$	1,493	$	340		23	%
Adjusted EBITDA	$	241	$	223	$	18		8	%

~~ix.changes~~Net insales: The ~~energy-related~~net sales increase included revenue from the Transaction of $440 million partially offset by decreased selling prices ~~and~~of ~~commodity~~$35 million primarily due to the pass-through of lower raw ~~materials~~material ~~with~~costs, ana ~~energy~~$36 million ~~component;~~unfavorable impact from foreign currency changes and a 2% organic volume decline that was primarily attributed to competitive pressures from imports in South America.

~~x.the~~Adjusted ~~impact~~EBITDA: The EBITDA increase included EBITDA from the Transaction of ~~unplanned~~$40 ~~production~~million ~~interruption~~partially atoffset ~~our~~by ~~facilities~~unfavorable orprice atcost ~~any~~spread of ~~our~~$14 ~~key~~million ~~suppliers;~~and a $7 million unfavorable impact from currency changes.

xi.disruptions in production and/or increased costs due to labor disputes;


Rest of World	Fiscal Year
	2025		2024		$ Change		% Change
Net sales	$	1,371	$	694	$	677		98	%
Adjusted EBITDA	$	113	$	59	$	54		92	%

~~xii.~~Net sales: The net sales increase included revenue from the ~~gain~~Transaction orof ~~loss~~$705 million partially offset by decreased selling prices of ~~significant~~$10 ~~customers~~million ~~and/or~~due ~~on-going~~to ~~viability~~the pass-through of ~~such~~lower ~~customers;~~raw materials, as well as a 3% organic volume decline that was primarily attributed to general market softness in Europe.

~~xiii.the~~Adjusted ~~impact~~EBITDA: The EBITDA increase included EBITDA from the Transaction of ~~war,~~$45 ~~terrorism,~~million and~~/or~~ ~~natural~~favorable ~~disasters;~~price cost spread of 11 million.

~~xiv.the~~ Liquidity ~~impact of unfavorable outcomes of audits by various state, federal or international tax authorities or changes in pre-tax income~~ and ~~its~~Capital ~~impact on the valuation of deferred taxes; and~~Resources

xvWe manage our global cash requirements considering (i) available funds among the many subsidiaries through which we conduct our business, (ii) the geographic location of our liquidity needs, and (iii) the cost to access international cash balances.~~enactment~~ At the end of ~~adverse~~the ~~state~~fiscal 2025, ~~federal~~the orCompany ~~foreign~~had ~~tax~~no outstanding orbalance ~~other~~on ~~legislation~~its orasset-based ~~changes~~revolving line of credit that matures in November ~~government~~2029 ~~legislation,~~and ~~policy~~the orCompany ~~regulation~~was in compliance with all covenants.

~~GLATFELTER 2023 FORM 10-K 17~~9

~~Table~~ Cash ofFlows ~~Contents~~from Operating Activities

~~Introduction~~Net Wecash ~~manufacture~~from aoperating activities ~~wide~~declined ~~array~~$89 ofmillion, ~~engineered~~primarily ~~materials~~related ~~and~~to ~~manage~~a ~~our~~decline ~~company~~in ~~along~~net ~~three~~income ~~operating~~prior ~~segments:~~to non-cash activities.

~~•Airlaid~~ Cash ~~Materials~~Flows ~~with~~from ~~sales~~Investing ~~of airlaid nonwoven fabric-like materials used in feminine hygiene products, adult incontinence products, tabletop, specialty wipes, home care products and other airlaid applications;~~Activities

~~•Composite~~ Net ~~Fibers~~cash ~~with~~from ~~sales~~investing ofactivities ~~single-serve~~improved ~~tea~~$31 ~~and~~million, ~~coffee~~primarily ~~filtration~~attributed ~~papers,~~to ~~wallcovering~~cash ~~base~~acquired ~~materials,~~in connection ~~composite~~with ~~laminate~~the ~~papers,~~Transaction ~~technical~~and ~~specialties~~settlement ~~including~~of ~~substrates~~net ~~for~~investment ~~electrical~~hedges ~~applications,~~in ~~and~~fiscal 2025 ~~metallized~~compared ~~products;~~to ~~and~~the settlement of short-term marketable securities in fiscal 2024.

~~•Spunlace~~ Cash ~~with~~Flows ~~sales~~from ofFinancing ~~premium quality spunlace nonwovens for critical cleaning, high-performance materials, personal care, hygiene and medical applications.~~ Activities

~~Acquisitions~~ Net Ascash ~~discussed~~used in ~~Item~~financing 8activities -improved ~~Financial~~$88 ~~Statements~~million ~~and~~attributed ~~Supplementary~~to ~~Data,~~higher ~~Note~~transfers 3from ~~“Acquisitions,” we~~Berry ~~completed~~prior to ~~our acquisitions of Georgia-Pacific's U.S. nonwovens business (“Mount Holly”) on May 13, 2021 for $170.9 million and~~ the ~~acquisition~~Transaction ofpartially ~~all~~offset ~~outstanding~~by ~~equity~~repayments of ~~PMM~~long-term ~~Holdings~~debt ~~(Luxembourg)~~in AGfiscal 2025 ~~("Jacob~~and ~~Holm")~~debt onfees ~~October~~related ~~29, 2021 for $304.0 million. Refer~~ to ~~Note~~the ~~3 - "Acquisitions" for additional information about these transactions~~Transaction.

~~RESULTS~~ Free OFCash ~~OPERATIONS~~ Flow

~~2023~~Our ~~versus~~consolidated ~~2022~~free cash flow for the fiscal 2025 are summarized as follows:

Overview For the year ended December 31, 2023, we reported a loss from continuing operations of $78.1 million, or loss of $1.73 per share compared with a loss of $194.1 million and loss of $4.33 per share in 2022. The following table sets forth summarized GAAP-based consolidated results of operations:

		September 27, 2025
Cash flow from operating activities	$	103
Pre-Transaction free cash flow from operating activities(1)		90
Additions to property, plant and equipment, net		(67	)
Free cash flow	$	126

	Year ended December 31,
In thousands, except per share	2023		2022
Net sales	$	1,385,516	$	1,491,326
Gross profit	129,707		148,802
Operating income (loss)	2,712		(163,951)
Continuing operations:
Income	(78,103)		(194,117)
Earnings per share	(1.73)		(4.33)
Discontinued operations:
Income (expense)	(950)		(91)
Earnings per share	(0.02)		—
Net income (loss)	(79,053)		(194,208)
Earnings per share	$	(1.75)	$	(4.33)

(1) Pre-merger cash flow includes pre-Transaction cash from operations and other cash payments burdened by the Transaction.

We ~~used~~use ~~$25.6~~free ~~million~~cash flow metrics as a supplemental measure of ~~cash~~liquidity ~~for~~as ~~operating~~it ~~activities~~assists us in ~~2023~~assessing ~~compared~~our ~~with~~ability ato fund ~~cash~~growth ~~outflow~~through generation of ~~$40~~cash.8 Free ~~million~~cash aflow ~~year~~metrics ~~ago.~~may ~~During~~be ~~2023~~calculated ~~and~~differently ~~2022~~by other companies, including ~~capital~~other ~~expenditures~~companies ~~totaled~~in ~~$33.8~~our ~~and~~industry ~~$37.7~~or ~~million~~peer group, ~~respectively~~limiting its usefulness on a comparative basis. Free cash ~~Refer~~flow tometrics ~~Liquidity~~are not a financial measure presented in accordance with GAAP and ~~Capital~~should ~~Resources~~not ~~for~~be ~~additional~~considered ~~discussion~~as ofan ~~our~~alternative ~~sources~~to ~~and~~any ~~uses~~other ofmeasure ~~cash~~determined in accordance with GAAP.

~~The~~ Liquidity reported results are in accordance with generally accepted accounting principles in the United States (“GAAP”) and reflect a number of significant items both positive and negative to our Income from Continuing Operations, including: the Ober-Schmitten operations divestiture, turnaround strategy expenses, recognizing tornado related costs, strategic initiatives expenses, debt refinancing costs, and benefits from the sale of timberlands, among others. Excluding these items from reported results, our adjusted loss, a non-GAAP measure, was $38.7 million, or $0.86 loss per share for 2023, compared with our adjusted loss of $19.0 million, or $0.42 loss per share, a year ago. Operating income for our Airlaid Materials segment was $11.6 million lower in 2023 compared with 2022. Operating income for our Composite Fibers segment and Spunlace segment were $4.4 million and $7.2 million higher, respectively. In addition to the results reported in accordance with GAAP, we evaluate our performance using adjusted earnings and adjusted earnings before interest expense, interest income, income taxes, depreciation and amortization and stock-based compensation (“Adjusted EBITDA”). We disclose this information to allow investors to evaluate our performance exclusive of certain items that impact the comparability of results from period to period and we believe it is helpful in understanding underlying operating trends and cash flow generation.Outlook

~~Table~~At the end of ~~Contents~~fiscal 2025, our cash balance was $305 million, of which approximately 86% was located outside the U.S. We believe our existing and future U.S.-based cash and cash flow from U.S. operations will be adequate to meet our short-term and long-term liquidity needs. The Company has the ability to repatriate the cash located outside the U.S. to the extent not needed to meet operational and capital needs without significant restrictions. Our unremitted foreign earnings were $336 million at the end of fiscal 2025. The computation of the deferred tax liability associated with unremitted earnings is not practicable.

~~Adjusted~~ Critical ~~earnings~~Accounting ~~consists~~Policies ofand ~~net~~Estimates ~~income determined in accordance with GAAP adjusted to exclude the impact of the following:~~

~~Goodwill~~ We ~~and~~disclose ~~Other~~those ~~Asset~~accounting ~~Impairment~~policies ~~Charges.~~that ~~This~~we ~~adjustment~~consider ~~represents~~to ~~non-cash~~be ~~charges~~significant ~~recorded~~in determining the amounts to ~~reduce~~be utilized for communicating our Consolidated and Combined Balance Sheets, Results of Operations and Cash Flows in the ~~carrying~~first ~~amount~~note to our Consolidated and Combined Financial Statements included elsewhere herein. Our discussion and analysis of ~~certain~~our ~~long-lived~~financial ~~assets~~condition and results of operations are based on our ~~Dresden~~Consolidated and ~~Ober-Schmitten~~Combined Financial Statements, ~~Germany~~which ~~facilities~~have ~~and~~been ~~goodwill~~prepared in accordance with GAAP. The preparation of ~~our~~financial ~~Composite~~statements ~~Fibers~~in conformity with these principles requires management to make estimates and ~~Spunlace~~assumptions ~~reporting~~that ~~segments~~affect amounts reported in the financial statements and accompanying notes. Actual results may differ from these estimates under different assumptions or conditions.

~~Turnaround~~ Goodwill. We ~~strategy~~complete ~~costs.~~a quantitative test to evaluate impairment of goodwill in order to determine if the carrying value of any reporting unit exceeded its fair value. This ~~adjustment~~test ~~reflects~~is ~~costs~~completed ~~incurred~~on the first day of the fourth fiscal quarter. We utilize a discounted cash flow analysis (income approach) in ~~connection~~combination with a comparative company market approach to determine the fair value of each reporting unit. Using the quantitative approach, the Company's ~~turnaround~~makes ~~strategy~~various ~~initiated~~estimates and assumptions in determining ~~2022~~the ~~under~~estimated ~~its~~fair ~~new~~value ~~chief~~of ~~executive~~each ~~officer~~reporting tounit. ~~drive~~Management judgment ~~operational~~is involved in estimating these variables and ~~financial~~they ~~improvement.~~include uncertainties ~~These~~since ~~costs~~they are ~~primarily~~forecasting ~~related~~future events. Changes in those assumptions or estimates with respect to ~~professional~~a ~~services~~reporting ~~fees~~unit ~~and~~or ~~employee~~its ~~separation~~prospects, which ~~expenses~~may result from a change in market conditions, market trends, interest rates or other factors outside of our control, or significant underperformance relative to future operating results could result in an impairment charge in the future or may require a more frequent assessment.

~~Russia/Ukraine~~Discounted ~~conflict~~cash ~~charges.~~flow ~~This~~models are ~~adjustment~~reliant ~~represents~~on avarious ~~non-cash~~assumptions, ~~charge~~including ~~recorded~~projected tobusiness ~~reduce~~results, growth ~~the~~factors ~~carrying~~such ~~amount~~as revenue and EBITDA margin, and weighted-average cost of ~~accounts~~capital, which ~~receivable~~ranges between 11% and ~~inventory~~13.0%. ~~directly~~See ~~related~~Note to1. ~~the~~Basis ~~Russia/Ukraine~~of ~~military~~Presentation ~~conflict~~and Summary of Significant Accounting Policies.

Strategic initiatives. These adjustments primarily reflect professional and legal fees incurred directly related to evaluating and executing certain strategic initiatives including costs associated with acquisitions, the pending merger, and related integrations.10

~~Ober-Schmitten~~ The ~~divestiture~~Company's ~~costs.~~fair ~~This~~value ~~adjustment~~and ~~reflects~~carrying ~~the~~value ~~loss on sale~~ of ~~the~~reporting ~~Ober-Schmitten,~~units ~~Germany~~are ~~operations~~as ~~and professional and other costs directly associated with the sale of the facility.~~follows:

Tornado insurance deductible costs. This adjustment reflects the deductible on an insured loss to a leased Spunlace facility in Tennessee resulting from tornadoes in December 2023.


	Fair Value June 29, 2025		Carrying Value June 29, 2025		Cushion June 29, 2025
Americas	$	2,130	$	1,996	$	134
Rest of World		890		825		65

~~Debt~~Future ~~refinancing~~declines ~~costs.~~in ~~Represents~~our ~~charges~~expected operating toperformance ~~write-off~~or ~~unamortized~~sustained ~~debt~~periods ~~issuance costs in connection with the extinguishment~~ of ~~the~~lower ~~Company’s €220.0~~valuation ~~million~~market ~~Term~~multiples could ~~Loan~~result ~~and~~in ~~IKB~~impairment ~~loans,~~charges asin ~~well as~~ the ~~amendment~~future toor ~~the~~may ~~Company's~~require ~~credit~~a ~~facility.~~more ~~These costs also include an early repayment penalty related to the extinguishment of the IKB loans~~frequent assessment.

~~CEO~~ Item ~~transition costs~~7A. QUANTITATIVE ~~This~~AND ~~adjustment~~QUALITATIVE ~~reflects~~DISCLOSURES ~~costs~~ABOUT ~~related~~MARKET ~~to consulting services provided by the former CEO.~~RISK

~~Corporate~~Interest ~~headquarters~~Rate relocation. These adjustments reflect costs incurred in connection with the strategic relocation of the Company’s corporate headquarters to Charlotte, NC. The costs are primarily related to employee relocation costs and exit costs at the former corporate headquarters.Risk

~~Cost~~We ~~optimization~~are ~~actions.~~exposed ~~These~~to ~~adjustments~~market ~~reflect~~risk from ~~charges~~changes ~~incurred~~ in ~~connection~~interest ~~with~~rates ~~initiatives~~primarily tothrough ~~optimize~~our ~~the~~senior ~~cost~~secured ~~structure~~credit facilities and accounts receivable supply chain financing programs. Our senior secured credit facilities are comprised of (i) the ~~Company,~~$731 ~~improve~~million ~~efficiencies~~Term orLoan ~~other~~and ~~objectives. Such~~(ii) ~~actions~~the ~~may~~$350 ~~include~~million ~~asset~~Revolving ~~rationalization,~~Credit ~~headcount~~Facility ~~reductions~~with no orborrowings ~~similar actions~~outstanding. Borrowings ~~These~~under ~~adjustments,~~our ~~which~~senior ~~have~~secured credit ~~occurred~~facilities bear interest at ~~various~~a ~~times~~rate inequal ~~the~~to ~~past,~~an ~~are~~applicable ~~irregular~~margin inplus SOFR. The ~~timing~~applicable ~~and~~margin ~~relate~~for toSOFR ~~specific~~rate ~~identified~~borrowings ~~programs~~under the Revolving Credit Facility ranges from 1.50% to ~~reduce~~2.00%, orand ~~optimize~~the margin for the Term ~~cost~~Loan ~~structure~~is 4.25% per annum. As of aperiod ~~particular~~end, ~~operating~~the ~~segment~~SOFR orrate of approximately 4.19% was applicable to the ~~corporate~~Term ~~function~~Loan. A change of 0.25% on these floating interest rate exposures would increase our annual interest expense by approximately $2 million.

~~COVID-19~~Foreign ~~ERC~~Currency recovery. This adjustment reflects the benefit recognized from employee retention credits claimed under the Coronavirus Aid, Relief, and Economic Security Act (“CARES”) Act and the Taxpayer Certainty and Disaster Tax Relief Act of 2020 and professional services fees directly associated with claiming this benefit.Risk

~~Timberland~~As ~~sales~~a ~~and~~global ~~related~~company, ~~costs.~~we ~~These~~face foreign ~~adjustments~~currency ~~exclude~~risk ~~gains~~exposure from fluctuating currency exchange rates, primarily the ~~sales~~U.S. ofdollar ~~timberlands~~against asthe ~~these~~euro, ~~items~~Argentine ~~are~~peso, ~~not~~and ~~considered~~Brazilian real. Significant fluctuations toin becurrency ~~part~~rates ofcan ~~our~~have ~~core~~a ~~business~~substantial impact, ~~ongoing~~either ~~results~~positive or ofnegative, ~~operations~~on orour ~~cash~~revenue, ~~flows~~cost of sales, and operating expenses. Currency ~~These~~translation ~~adjustments~~gains and losses are ~~irregular~~primarily related into ~~timing~~non-U.S. subsidiaries with a functional currency other than U.S. dollars whereby assets and ~~amount~~liabilities are translated from the respective functional currency into U.S. dollars using period-end exchange rates and impact ~~may~~our ~~benefit~~Comprehensive income. A 10% decline in foreign currency exchange rates would have had a $2 million unfavorable impact on our ~~operating~~Net ~~results~~income on fiscal 2025 Net income. See Note 4. Financial Instruments and Fair Value Measurements.

Discontinued Operations. In connection with the sale of the Specialty Papers business, its results of operations, are reported as discontinued operations for all periods presented. This adjustment reflects the net results of this discontinued operation.11

~~Other~~ Item ~~tax adjustments~~8. FINANCIAL ~~Tax~~STATEMENTS ~~effect~~AND onSUPPLEMENTARY adjustments calculated based on the incremental effective tax rate of the jurisdiction in which each adjustment originated. For items originating in the U.S., no tax effect is recognized due to the previously established valuation allowance on the net deferred tax assets.DATA

~~These~~ Report adjustments are each unique and not considered to be on-going in nature. The transactions are irregular in timing and amount and may significantly impact our operating performance. As such, these items may not be indicative of ~~our~~Independent ~~past~~Registered orPublic ~~future~~Accounting ~~performance and therefore are excluded for comparability purposes.~~Firm

~~GLATFELTER~~To the ~~2023~~Stockholders ~~FORM~~and ~~10-K~~the 19Board of Directors of Magnera Corporation

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Adjusted earnings and adjusted EBITDA are considered measures not calculated in accordance with GAAP, and therefore are non-GAAP measures. The non-GAAP financial information should not be considered in isolation from, or as a substitute for, measures of financial performance prepared in accordance with GAAP. The following table sets forth the reconciliation of net income to adjusted earnings for the periods presented:

Adjusted Earnings	Year ended December 31,
	2023				2022
In thousands, except per share	Amount		EPS		Amount		EPS
Net loss	$	(79,053)	$	(1.75)	$	(194,208)	$	(4.33)
Exclude: Loss from discontinued operations, net of tax	950		0.02		91		—
Loss from continuing operations	(78,103)		(1.73)		(194,117)		(4.33)
Adjustments (pre-tax):
Goodwill and other asset impairment charges (1)	—				190,556
Turnaround strategy costs (2)	8,778				8,038
Russia/Ukraine conflict charges/(recovery) (3)	(1,441)				3,207
Strategic initiatives (4)	3,249				5,625
Ober-Schmitten divestiture (5)	18,797				—
Tornado insurance deductible costs (6)	5,000				—
Debt refinancing (7)	1,883				—
CEO transition costs (8)	579				1,728
Corporate headquarters relocation	—				351
Cost optimization actions (9)	—				941
COVID-19 ERC recovery (10)	(233)				(7,344)
Timberland sales and related costs	(1,305)				(2,962)
Total adjustments (pre-tax)	35,307				200,140
Income taxes (11)	902				(25,486)
Other tax adjustments (12)	3,211				428
Total after-tax adjustments	39,420		0.87		175,082		3.91
Adjusted earnings from continuing operations	$	(38,683)	$	(0.86)	$	(19,035)	$	(0.42)

(1)For 2022, reflects goodwill impairment charge of $119.0 million and other asset impairment charges of $71.6 million.

(2)For 2023, primarily reflects employee separation costs of $6.1 million and professional fees of $2.7 million. For 2022, reflects professional services fees of $4.7 million and employee separation costs of $3.3 million.

(3)For 2023, reflects reductions in accounts receivable reserves due to subsequent collections of $1.4 million. For 2022, reflects accounts receivable reserves of $2.9 million and inventory reserves of $0.3 million.

(4)For 2023, reflects primarily professional services fees related to acquisitions or dispositions (including transaction advisory, legal and other consultant costs) of $1.7 million, a loss on the sale of our Costa Rica operations of $0.6 million, a write-off of purchased construction in process of $0.5 million, employee-related costs of $0.2 million, and other costs of $0.2 million. For 2022, reflects primarily professional services fees related to acquisitions (including transaction advisory, legal and other consultant costs) of $4.3 million, employee separation and other costs of $1.1 million, and other costs directly related to the acquisitions of $0.2 million.

(5)Reflects loss on sale of $17.8 million, legal fees of $0.5 million, employee separation costs of $0.1 million, and other costs of $0.4 million in connection with the sale of the Ober-Schmitten facility.

(6)Reflects the deductible on an insured tornado loss to a leased Spunlace facility in Tennessee in December 2023.

(7)Reflects $1.8 million write-off of deferred debt issuance costs in connection with the Company’s debt refinancing in Q1 2023, and $0.1 million in early repayment penalties and write-off of unamortized financing fees on the IKB loans.

(8)For 2023, primarily reflects a pension settlement charge of $0.6 million related to the separation of our former CEO. For 2022, primarily reflects separation and transition related costs of $4.8 million partially offset by a $3.1 million non-cash benefit related to the forfeiture of stock-based compensation awards.

(9)For 2022, primarily reflects employee separation costs of $0.4 million, equipment write-down of $0.4 million and other costs of $0.1 million directly associated with closure of synthetic fiber production facility in the U.K.

(10) For 2023 and 2022, reflects the benefit recognized from employee retention credits claimed under the CARES Act of 2020 and the subsequent related amendments, partially offset by professional services fees directly related to claiming this benefit.

(11) Tax effect on adjustments calculated based on the incremental effective tax rate of the jurisdiction in which each adjustment originated. For items originating in the U.S., no tax effect is recognized due to the previously established valuation allowance on the net deferred tax assets.

(12) Tax effect of applying certain provisions of the CARES Act of 2020. The amount in 2023 also includes $2.4 million of valuation allowance added to deferred tax asset related to the Ober-Schmitten facility.

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Adjusted EBITDA	Year ended December 31,
In thousands	2023		2022
Net loss	$	(79,053)	$	(194,208)
Exclude: Loss from discontinued operations, net of tax	950		91
Add back: Taxes on continuing operations	7,011		(10,275)
Depreciation and amortization	63,247		66,724
Interest expense, net	63,253		32,799
EBITDA	55,408		(104,869)
Adjustments:
Goodwill and other asset impairment charges	—		190,556
Turnaround strategy costs	9,413		8,038
Russia/Ukraine conflict charges/(recovery)	(1,441)		3,207
Strategic initiatives	3,249		5,625
Ober-Schmitten divestiture	18,797		—
Tornado insurance deductible costs	5,000		—
Debt refinancing	59		—
CEO transition costs	579		4,831
Corporate headquarters relocation	—		351
Share-based compensation	2,797		831
Cost optimization actions	—		589
COVID-19 ERC recovery	41		(7,344)
Timberland sales and related costs	(1,305)		(2,962)
Adjusted EBITDA	$	92,597	$	98,853

EBITDA is a measure used by management to assess our operating performance and is calculated using

income (loss) from continuing operations and excludes interest expense, interest income, income taxes and

depreciation and amortization. Adjusted EBITDA is calculated using EBITDA and further excludes certain items management considers to be unrelated to the company’s core operations. The adjustments include, among others, the costs of strategic initiatives, turnaround strategy costs, costs associated with the Ober-Schmitten divestiture, debt refinancing costs, CEO transition costs, certain cost optimization and restructuring activities, certain COVID-19 ERC recovery, corporate headquarters relocation expenses, asset impairment charge, and share-based compensation expense, as well as the elimination of gains from sales of timberlands. Adjusted EBITDA is a performance measure that excludes costs that we do not consider to be indicative of our ongoing operating performance.

GLATFELTER 2023 FORM 10-K 21

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Segment Financial Performance

	Year ended December 31,
In thousands, except tons	2023		2022
Net Sales by Segment
Airlaid Material	$	586,480	$	601,514
Composite Fibers	483,517		523,863
Spunlace	317,916		365,949
Inter-segment sales elimination	(2,397)		—
Total	$	1,385,516	$	1,491,326
Operating income (loss) by Segment
Airlaid Material	$	43,207	$	54,809
Composite Fibers	21,347		16,923
Spunlace	(2,068)		(9,289)
Other and unallocated	(59,774)		(226,394)
Total	$	2,712	$	(163,951)
Depreciation and amortization
Airlaid Material	$	30,464	$	30,114
Composite Fibers	15,665		19,632
Spunlace	13,245		11,850
Other and unallocated	3,873		5,128
Total	$	63,247	$	66,724
Capital expenditures
Airlaid Material	$	9,885	$	9,691
Composite Fibers	12,286		15,730
Spunlace	9,047		6,689
Other and unallocated	2,552		5,630
Total	$	33,770	$	37,740
Tons shipped (metric)
Airlaid Material	156,442		164,844
Composite Fibers	94,742		103,092
Spunlace	61,618		72,725
Inter-segment sales elimination	(1,258)		—
Total	311,544		340,661
Plant, equipment and timberlands, net
Airlaid Material	$	335,456	$	347,142
Composite Fibers	146,022		145,959
Spunlace	160,294		159,648
Other and unallocated	21,144		23,062
Total	$	662,916	$	675,811

Segments Results of individual operating segments are presented based on our management accounting practices and management structure. There is no comprehensive, authoritative body of guidance for management accounting equivalent to accounting principles generally accepted in the United States of America; therefore, the financial results of individual segments are not necessarily comparable with similar information for any other company. The management accounting process uses assumptions and allocations to measure performance of the segments. Methodologies are refined from time to time as management accounting practices are enhanced and businesses change. The costs incurred by support areas not directly aligned with the operating segment are allocated primarily based on an estimated utilization of support area services or are included in “Other and Unallocated” in the table above.

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Management evaluates results of operations of the segments before certain corporate level costs and the effects of certain gains or losses not considered to be related to the core business operations. Management believes that this is a more meaningful representation of the operating performance of its core businesses, the profitability of operating segments, and the extent of cash flow generated from these core operations. Such amounts are presented under the caption “Other and Unallocated.” In the evaluation of operating segment results, management does not use any measures of total assets. This presentation is aligned with the management and operating structure of our company. It is also on this basis that the Company’s performance is evaluated internally and by the Company’s Board of Directors.

Sales and Costs of Products Sold

	Year ended December 31
In thousands	2023			2022			Change
Net sales	$	1,385,516		$	1,491,326		$	(105,810)
Costs of products sold	1,255,809			1,342,524			86,715
Gross profit	$	129,707		$	148,802		$	(19,095)
Gross profit as a percent of Net sales	9.4		%	10.0		%

The following table sets forth the contribution to consolidated net sales by each segment:

	Year ended December 31
Percent of Total	2023		2022
Segment
Airlaid Materials	42.3	%	40.3	%
Composite Fibers	34.8		35.1
Spunlace	22.9		24.6
Total	100.0	%	100.0	%

Net sales on a consolidated basis totaled $1,385.5 million and $1,491.3 million in 2023 and 2022, respectively. Sales decreased 7.1%, or 7.9% on a constant currency basis, primarily due to an 8.5% decrease in shipments.

Airlaid Materials’ net sales decreased $15.0 million or 2.5%, in the comparison of 2023 to 2022, mainly driven by lower shipments partially offset by higher selling prices from cost pass-through arrangements as raw material and energy costs remained high in the first half of 2023 compared to same period last year. Shipments decreased 5.1% driven by some of our larger customers destocking inventory coupled with weakness in the European market and competition from lower cost alternate substrates as consumers manage cost. Currency translation was $6.2 million favorable.

Airlaid Materials’ 2023 operating income of $43.2 million was $11.6 million lower than 2022. Lower shipments and product mix negatively impacted results by $4.2 million. Selling price increases and energy surcharges of $10.1 million that were particularly higher in the first half of the year mostly offset the higher raw material, energy and other inflationary costs of $11.3 million. For the full year 2023, primary raw material input costs increased $14.2 million, or 5%, as inflationary pressure persisted in the early part of 2023. Overall, the trend in primary raw material input costs was in-line with broader market indices for 2023. Energy costs decreased $2.9 million, or 8%, compared to 2022 as energy prices were less volatile. As of December 31, 2023, Airlaid Materials had approximately 77% of its net sales with contracts with pass-through provisions. Operations and other were unfavorable by $7.7 million mainly driven by lower production to manage inventory as some customers slowed ordering patterns to manage inventory levels. The impact of currency and related hedging positively impacted earnings by $1.5 million. The primary drivers of the change in Airlaid Materials’ operating income are summarized in the following chart (presented in millions):

GLATFELTER 2023 FORM 10-K 23

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Composite Fibers’ net sales decreased $40.3 million or 7.7% in 2023 compared to 2022. The decline in net sales is primarily driven by a 8.1% decline in shipments. Shipments in all market categories, except for wallcover, were lower than in 2022 primarily due to customer destocking and pricing pressure driven by elevated inputs costs seen in the first half of 2023. Higher selling prices of $7.2 million, driven by price increases and energy surcharges to recover input cost inflation, partially offset the overall lower shipments. Currency translation was favorable $5.0 million.

Composite Fibers 2023 full year operating income of $21.3 million was $4.4 million higher than the full year operating income in 2022. Higher selling prices and energy surcharges of $7.2 million more than offset the continued inflation in energy, raw material, and freight, particularly in the first half of the year. Full year energy costs were slightly favorable with 2022 while primary raw material input costs decreased $3.6 million, or 2%, compared to 2022 as a result of inflationary pressures abating in second half of the year. Overall, the trend in primary raw material input costs was in-line with broader market indices for 2023 and energy prices were less volatile. As of December 31, 2023, Composite Fibers had approximately 50% of its net sales with contracts with pass-through provisions. Operations and other were favorable by $1.4 million mainly driven by lower depreciation and amortization expense as a result of the 2022 impairment in the Composite Fibers business, but partially offset by lower inclined wire production in 2023. The Ober-Schmitten site negatively impacted full year-over-year results by $8.3 million. The impact of currency and related hedging negatively impacted earnings by $1.8 million. The primary drivers of the change in Composite Fibers’ operating income are summarized in the following chart (presented in millions):

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Spunlace’s net sales decreased $48.0 million or 13.1% in 2023 compared to 2022. The decline in net sales is primarily due to lower shipments of 15.3% driven by market softness and access to cheaper products in Europe combined with production constraints experienced on the converting side by our customers in North America. Selling prices were higher $6.4 million driven by price increases and energy surcharges to recover input cost inflation particularly in first half of 2023. Currency translation was favorable $1.0 million.

Spunlace's 2023 operating loss of $2.1 million improved by $7.2 million compared to an operating loss of $9.3 million in 2022. Higher selling prices and energy surcharges particularly in the first half of the year were partially offset by higher raw material and energy costs that persisted in first half of the year but the price cost gap further improved in the second half of 2023 as inflationary pressures eased and overall positively impacted earnings by a combined $11.6 million. In 2023, primary raw material input costs increased slightly by $1.0 million while energy costs decreased by $6.2 million, or 20%, compared to 2022. Overall, the trend in primary raw material input costs was in-line with broader market indices for 2023 and energy prices were less volatile. As of December 31, 2023, Spunlace had approximately 48% of its net sales with contracts with pass-through provisions. Operations and others were favorable by $0.5 million as actions taken to improve operations and reduce overall spending were mostly offset by lower production to match customer demands. The impact of currency and related hedging positively impacted earnings by $0.4 million. The primary drivers of the change in Spunlace’s operating loss are summarized in the following chart (presented in millions):

Other and Unallocated The amount of net operating expenses not allocated to an operating segment and reported as “Other and Unallocated” in our table of Segment Financial Performance, totaled $59.8 million for 2023 compared with $226.4 million in 2022. Excluding the items identified to present “adjusted earnings,” unallocated expenses for the comparison increased $0.3 million. The higher costs were driven by higher incentive accruals in 2023 compared to 2022, largely offset by expenses related to a customer claim. Expenses for 2023 and 2022 included a customer claim and associated costs totaling $1.6 million and $3.1 million, respectively, related to a supplier's raw material defect that was identified in 2022 by Glatfelter and reported to the customer thereby avoiding the impacted product from reaching the end consumer. The Company is in discussions with the supplier and its insurance provider to recover Glatfelter's losses related to the issue. No recovery of losses was recorded in the 2022 or 2023 financials.

Gain on Sales of Plant, Equipment and Timberlands, net During each of the past two years, we sold certain assets, primarily timberlands. For a summary of these transactions, refer to Item 8 - Financial Statements and Supplementary Data, Note 7 - "Gain on Dispositions of Plant Equipment and Timberlands."

Interest expense, net For the year ended December 31, 2023, interest expense, net totaled $63.3 million compared with $32.8 million for 2022. The increase reflects our debt refinancing in 2023 in which we entered into a new €250.0 million term loan at a fixed rate of 11.25% per annum and extinguished our then existing €220 million term loan at a fixed rate of 3.75% per annum. For more detail regarding our debt activity, refer to Item 8 - Financial Statements and Supplementary Data, Note 20 - "Long-Term Debt."

GLATFELTER 2023 FORM 10-K 25

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Income taxes For the year ended December 31, 2023, we recorded a $7.0 million income tax provision on a pretax loss of $71.1 million from continuing operations. The comparable amounts for 2022 were a $10.3 million income tax benefit on a pre-tax loss of $204.4 million. The income tax expense in 2023 includes a valuation allowance recorded for the operating losses in the U.S. and certain foreign jurisdictions for which no income tax benefit was recorded, partially offset by a deferred tax benefit associated with a notional interest deduction carryforward at a foreign subsidiary. The income tax benefit in 2022 includes deferred tax benefits associated with the asset impairment charges and related bad debt and inventory reserves, partially offset by a valuation allowance recorded for the operating losses in the U.S. and certain foreign jurisdictions for which no income tax benefit was recorded.

Foreign Currency We own and operate facilities in Canada, Germany, France, the United Kingdom, Spain and the Philippines. The functional currency of our Canadian operations is the U.S. dollar. However, in Germany, France and Spain it is the euro, in the UK, it is the British pound sterling, and in the Philippines the functional currency is the peso. On an annual basis, our euro denominated net sales exceeds euro expenses by an estimated €170 million. For 2023 compared to 2022, the average currency exchange rate of the euro strengthened relative to the U.S. dollar by approximately 2.6% , and the British pound sterling to the dollar strengthened by approximately 0.5%. With respect to the British pound sterling, Canadian dollar, and Philippine peso, we have differing amounts of inflows and outflows of these currencies, although to a lesser degree than the euro. As a result, we are exposed to changes in currency exchange rates and such changes could be significant. The translation of the results from international operations into U.S. dollars is subject to changes in foreign currency exchange rates.

The table below summarizes the translation impact on reported results that changes in currency exchange rates had on our non-U.S. based operations from the conversion of these operation’s results for the period indicated.

In thousands	Year endedDecember 31,2023
	Favorable(unfavorable)
Net sales	$	12,174
Costs of products sold	(11,453)
SG&A expenses	(337)
Income taxes and other	33
Net income	$	417

The above table only presents the financial reporting impact of foreign currency translations assuming currency exchange rates in 2023 were the same as 2022, or “constant currency.” It does not present the impact of certain competitive advantages or disadvantages of operating or competing in multi-currency markets.

Discontinued Operations We completed the sale of our Specialty Papers business on October 31, 2018. Its results of operations are reported as discontinued operations for all periods presented. There was an immaterial amount of activity in results of discontinued operations for 2023 and 2022.

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LIQUIDITY AND CAPITAL RESOURCES

Our business requires expenditures for new or enhanced equipment, research and development efforts, and to support our business strategy. In addition, we have mandatory debt service requirements of both principal and interest. The following table summarizes cash flow information for each of the periods presented:

	Year ended December 31,
In thousands	2023		2022
Cash and cash equivalents at beginning of period	$	110,660	$	138,436
Cash provided (used) by
Operating activities	(25,616)		(40,820)
Investing activities	(37,101)		(33,098)
Financing activities	(949)		46,919
Effect of exchange rate changes on cash	1,033		(2,341)
Change in cash and cash equivalents from discontinued operations	(1,169)		(312)
Net cash used	(63,802)		(29,652)
Cash, cash equivalents and restricted cash at the end of period	55,360		119,162
Less: restricted cash in Prepaid and other current assets	(4,300)		(3,600)
Less: restricted cash in Other assets	(795)		(4,902)
Cash and cash equivalents at end of period	$	50,265	$	110,660

At December 31, 2023, we had $50.3 million in cash and cash equivalents (“cash”), of which approximately 89.0% was held by foreign subsidiaries. Cash held by our foreign subsidiaries can be repatriated without incurring a significant amount of additional taxes.

Cash used by operating activities during the year ended December 31, 2023, totaled $25.6 million compared with $40.8 million in the same period a year ago. The decrease in cash used was primarily due to a decrease in working capital usage of approximately $31.9 million, primarily due to: i) accounts receivable, which was driven by higher accounts receivables in 2022 due in part to the termination of the Spunlace factoring program in the U.S., and lower sales in 2023; ii) inventory, which was driven by higher inventory values in 2022 due to raw material and energy inflation and lower raw material levels in 2023, partially offset by; iii) accounts payable which declined in 2023 due to the abatement of inflationary impacts in 2022 and tighter credit terms by vendors reducing days to pay. Operating cash also improved $15.0 million from a decrease in income taxes paid in 2023, due to higher Canadian income taxes and withholding tax in 2022 and a U.K. income tax refund in 2023 and receipt of $7.6 million of of employee retention credit payments in 2023. These improvements in operating cash flow were partially offset by lower earnings in 2023 compared to 2022, an increase in interest paid of $26.0 million due to higher interest rates on our debt stemming from the debt refinancing in the first quarter of 2023. In addition, cash outflows related to our turnaround strategy and CEO transition increased $19.8 million in 2023 compared to 2022.

Net cash used by investing activities for 2023 totaled $37.1 million which primarily reflects capital expenditures totaling $33.8 million partially offset by $1.7 million in proceeds from the sales of timberlands. Net cash used by investing activities for 2022 totaled $33.1 million which primarily reflects capital expenditures totaling $37.7 million partially offset by $3.2 million in proceeds from the sales of timberlands. Capital expenditures are expected to total between $35 million and $40 million in 2024.

Net cash used by financing activities totaled $0.9 million in 2023 compared with $46.9 million in 2022. The change in the year-to-year comparison primarily reflects increased borrowings under our revolving credit facility for working capital and other operating expenditures in 2022.

Our revolving credit facility due in September 2026, contains a number of customary compliance covenants. As of December 31, 2023, the leverage ratio, as calculated in accordance with the definition in our Credit Agreement, was 3.4x, well within the maximum limit allowed under our Credit Agreement. A breach of these requirements would give rise to certain remedies under the Revolving Credit Facility, among which are the termination of the agreement and accelerated repayment of the outstanding borrowings plus accrued and unpaid interest under the Credit Agreement. As discussed in Note 20 - “Long-Term Debt,” on March 30, 2023, we amended our Credit Agreement to increase the adjust leverage ratio (as defined in Credit Agreement) to 4.25 to 1.0 until the quarter ended December 31, 2024, stepping down to 4.0 to 1.0 at March 31, 2025, and 3.50 to 1.0 at March 31, 2026.

Details of our outstanding long-term indebtedness are set forth under Item 8 - Financial Statements and Supplementary Data – Note 20 -“Long-Term Debt."

GLATFELTER 2023 FORM 10-K 27

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We are subject to various federal, state and local laws and regulations intended to protect the environment, as well as human health and safety. At various times, we have incurred costs to comply with these regulations and we could incur additional costs as new regulations are developed or regulatory priorities change.

As more fully discussed in Item 8 - Financial Statements and Supplementary Data – Note 24 – “Commitments, Contingencies and Legal Proceedings,” we are involved in the Lower Fox River in Wisconsin (the “Fox River”), an EPA Superfund site for which we remain potentially liable for certain government oversight and long-term monitoring and maintenance costs. Although there remains some uncertainty as to the amount we may ultimately be required to spend, primarily for government oversight costs, the consent decree specifies the nature of our future obligations.

We expect to meet all our near and long-term cash needs from a combination of operating cash flow, cash and cash equivalents, our existing credit facility and other long-term debt.

At December 31, 2023, we had ample liquidity consisting of $50.3 million of cash on hand and $85.1 million of capacity under our revolving credit facility. We expect to meet all of our near and long-term cash needs from a combination of operating cash flow, cash and cash equivalents, our existing credit facility and other long-term debt.

In October 2022, our credit rating was downgraded by S&P Global Ratings to CCC+ based on its latest assessment of our business. Although the downgrade does not impact our current interest costs or cause a default on any of our debt, it may impact our cost or our ability to refinance our debt or issue new debt in the future on terms as favorable as we might otherwise be able to achieve without the downgrade. Furthermore, the downgrade may increase the risk that our vendors could reduce our credit limits which may require earlier or more frequent payments to operate within our limits which would negatively impact our cash flow.

Off-Balance-Sheet Arrangements As of December 31, 2023 and 2022, we had not entered into any off-balance-sheet arrangements. Financial derivative instruments, to which we are a party, and guarantees of indebtedness, which solely consist of obligations of subsidiaries, are reflected in the consolidated balance sheets included herein in Item 8 – Financial Statements and Supplementary Data.

ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

	For the year Ended December 31								December 31, 2023
In thousands, except percentages	2024		2025		2026		2027	2028	Carrying Value		Fair Value
Long-term debt
Average principal outstanding
At variable interest rates	$	99,450	$	99,450	$	67,027			$	99,450	$	99,450
At fixed interest rates – Term Loans	771,730		770,725		770,725		770,725	770,725	772,220		629,829
									$	871,670	$	729,279
Weighted-average interest rate
On variable rate debt	8.37%		8.37%		8.37%
On fixed rate debt	7.03%		7.03%		7.03%		7.03%	7.03%

The table above presents the average principal outstanding and related interest rates for the next five years for debt outstanding as of December 31, 2023. Fair values included herein have been determined based upon rates currently available to us for debt with similar terms and remaining maturities.

Our market risk exposure primarily results from changes in interest rates and currency exchange rates. At December 31, 2023, we had $853.2 million of long-term debt, net of deferred debt issuance costs. Approximately 11.4% of our debt was at variable interest rates. The fixed-rate Term Loans are euro-based borrowings and thus the value of which is also subject to currency risk. Variable-rate debt outstanding represents borrowings under our revolving credit agreement and a euro-denominated term loan which accrue interest based on one-month LIBOR plus a margin. At December 31, 2023, the weighted-average interest rate paid on variable debt was 8.37%. A hypothetical 100 basis point increase in interest rates would increase annual interest expense by $1.0 million and a hypothetical decrease in rates would decrease annual interest expense by $1.0 million.

On June 15, 2022, we terminated a €180 million notional value floating-to-fixed interest rate swap agreement with certain financial institutions that was entered into in October 2019 and was to mature in December 2022. During the life of the swap, we paid a fixed interest rate of the applicable margin plus 0.0395% on €180 million of the underlying variable rate term loan. We received the greater of 0.00% or EURIBOR. At termination, we recognized a deferred gain of $0.4 million that was amortized into interest expense through December 2022.

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As part of our overall risk management practices, we enter into financial derivatives primarily designed to either i) hedge currency risks associated with forecasted transactions – “cash flow hedges”; or ii) mitigate the impact that changes in currency exchange rates have on intercompany financing transactions and foreign currency denominated receivables and payables – “foreign currency hedges.” For a more complete discussion of this activity, refer to Item 8 – Financial Statements and Supplementary Data – Note 22 - “Financial Derivatives and Hedging Activities.”

We are subject to certain risks associated with changes in foreign currency exchange rates to the extent our operations are conducted in currencies other than the U.S. Dollar. On an annual basis, our euro denominated net sales is estimated to exceed euro expenses by approximately €170 million. With respect to the British pound sterling, Canadian dollar, and Philippine peso, we have greater outflows than inflows of these currencies, although to a lesser degree. As a result, particularly with respect to the euro, we are exposed to changes in currency exchange rates and such changes could be significant.

Critical Accounting Policies and Estimates The preceding discussion and analysis of our consolidated financial position and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, net sales and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to long-lived assets, environmental liabilities, and income taxes. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

We believe the following represent the most significant and subjective estimates used in the preparation of our consolidated financial statements.

Long- and Indefinite-lived Assets We evaluate the recoverability of our long- and indefinite-lived assets, including plant, equipment, timberlands, goodwill, and other intangible assets periodically or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Goodwill and non-amortizing tradename intangible assets are reviewed for impairment annually, during the fourth quarter, or more frequently if impairment indicators are present.

The fair value of our reporting units, which are also our operating segments, is determined using a market approach and a discounted cash flow model. The fair value of non-amortizing tradename intangible assets is determined using a discounted cash flow model. Our evaluations include a variety of qualitative factors and analyses based on estimates of future cash flows expected to be generated from the use of the underlying assets, trends or other determinants of fair value. If the value of an asset determined by these evaluations is less than its carrying amount, a loss is recognized for the difference between the fair value and the carrying value of the asset.

Our Airlaid Materials segment’s fair value exceeded its carrying value at the time of its last valuation performed in connection with our annual impairment test in the fourth quarter of 2023 by approximately 19%.

Our Composite Fibers and Spunlace segments fully impaired their goodwill in 2022.

Our Composite Fibers segment recognized a goodwill impairment in the first quarter of 2022 of $56.1 million in connection with an assessment of potential impairment of long-lived and indefinite-lived intangible assets stemming from the compounding impacts resulting from the Russia/Ukraine military conflict and related sanctions. During the fourth quarter 2022, in connection with our annual impairment test, we recognized an additional goodwill impairment of $20.3 million, which represented the entirety of the remaining goodwill for Composite Fibers. The impairment was driven by the increase in the discount rate utilized to value this segment, despite its improving performance compared to the last valuation. The Company utilized both a market approach and an income approach, relying on a discounted present value cash flow model applying a 15.5% discount rate and a perpetual revenue growth rate of 2.5%, for purposes of the valuation of this operating segment.

Our Spunlace segment, which was formed in conjunction with the Jacob Holm acquisition on October 29, 2021, performed a valuation in the third quarter of 2022 driven by the financial developments subsequent to the acquisition and as a result recognized a $42.5 million impairment charge, which impaired all the goodwill in this segment. The Company utilized both a market approach and an income approach, relying on a discounted present value cash flow model applying a 11% discount rate and a perpetual revenue growth rate of 2.5%, for purposes of the valuation of this operating segment.

GLATFELTER 2023 FORM 10-K 29

Table of Contents

The Airlaid segment’s fair value, and the asset groups within each of our operating segments, could be impacted by factors such as unexpected changes in market demand for our products, the impact of competition, and the inability to successfully adjust selling prices in response to changes in inflation, among other factors. Future adverse changes such as these or in market conditions or poor operating results of the related business may indicate an inability to recover the carrying value of the asset groups, thereby possibly requiring an impairment charge in the future.

Environmental Liabilities We maintain accruals for losses associated with environmental obligations when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on existing legislation and remediation technologies. These accruals are adjusted periodically as assessment and remediation actions continue and/or further legal or technical information develops. Such liabilities are exclusive of any insurance or other claims against third parties. Environmental costs are capitalized if the costs extend the life of the asset, increase its capacity and/or mitigate or prevent contamination from future operations. Recoveries of environmental remediation costs from other parties, including insurance carriers, are recorded as assets when their receipt is assured beyond a reasonable doubt.

Income Taxes We record the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in our consolidated balance sheets, as well as operating loss and tax credit carry forwards. These deferred tax assets and liabilities are measured using enacted tax rates and laws that will be in effect when such amounts are expected to reverse or be utilized. We regularly review our deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. If we are unable to generate sufficient future taxable income, or if there is a material change in the actual effective tax rates or time period within which the underlying temporary differences become taxable or deductible, we could be required to increase the valuation allowance against our deferred tax assets, which may result in a substantial increase in our effective tax rate and a material adverse impact on our reported results.

Significant judgment is required in determining our worldwide provision for income taxes and recording the related assets and liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is less than certain. We and our subsidiaries are examined by various Federal, State and foreign tax authorities. We regularly assess the potential outcomes of these examinations and any future examinations for the current or prior years in determining the adequacy of our provision for income taxes. We continually assess the likelihood and amount of potential adjustments and adjust the income tax provision, the current liability and deferred taxes in the period in which the facts that give rise to a revision become known.

Other significant accounting policies, not involving the same level of uncertainties as those discussed above, are nevertheless important to an understanding of the Consolidated Financial Statements. Refer to Item 8 – Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements for additional accounting policies.

Table of Contents

ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of Glatfelter Corporation (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the chief executive and chief financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States.

As of December 31, 2023, management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Management has determined that the Company’s internal control over financial reporting as of December 31, 2023, is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States.

The Company’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures are being made only in accordance with authorizations of management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on our financial statements.

The Company’s internal control over financial reporting as of December 31, 2023, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.

The Company’s management, including the chief executive officer and chief financial officer, does not expect that internal control over financial reporting will prevent or detect all errors and all frauds. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based, in part, on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

GLATFELTER 2023 FORM 10-K 31

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Glatfelter Corporation

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Glatfelter Corporation and subsidiaries (the "Company") as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 28, 2024, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

Charlotte, North Carolina

February 28, 2024

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Glatfelter Corporation

Opinion on the Financial Statements

We have audited the accompanying ~~consolidated~~Consolidated ~~balance~~and ~~sheets~~Combined ofBalance ~~Glatfelter~~Sheets of Magnera Corporation ~~and subsidiaries~~ (the "Company") as of ~~December~~September 3127, ~~2023~~2025 and ~~2022~~September 28, 2024, the related ~~consolidated~~Consolidated ~~statements~~and ofCombined ~~income~~Statements ~~(loss)~~of Operations, ~~comprehensive~~Comprehensive ~~income~~Income (~~loss~~Loss), ~~shareholders'~~Changes ~~equity~~in Equity, and ~~cash~~Cash ~~flows,~~Flows for each of the three years in the period ended ~~December~~September 3127, ~~2023~~2025, and the related notes ~~and the schedule listed in the Index at Item 15~~ (collectively referred to as the ~~"financial~~“Consolidated ~~statements"~~and Combined Financial Statements”). In our opinion, the ~~financial~~Consolidated ~~statements~~and ~~present~~Combined Financial Statements present fairly, in all material respects, the financial position of the Company asat ~~of December 31~~September 27, ~~2023~~2025 and ~~2022~~September 28, 2024, and the results of its operations and its cash flows for each of the three years in the period ended ~~December~~September 3127, ~~2023~~2025, in conformity with ~~accounting~~U.S. ~~principles~~ generally accepted inaccounting ~~the United States of America~~principles.

We also have ~~also~~ audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company'’s internal control over financial reporting as of ~~December~~September 3127, ~~2023~~2025, based on criteria established in Internal Control — -Integrated Framework ~~(2013)~~ issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated ~~February~~November 2825, ~~2024,~~2025 expressed an ~~unqualified~~adverse opinion ~~on the Company's internal control over financial reporting~~thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company'’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures ~~included~~include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current- period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit ~~matters~~matter does not alter in any way our opinion on the ~~financial~~Consolidated ~~statements~~and Combined Financial Statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the ~~accounts~~account or ~~disclosures~~disclosure to which it relates.

Goodwill Valuation– Airlaid Materials Reporting Unit — Refer to Notes 2 and 16 to the financial statements


		*Goodwill – impairment assessment*
Description of the Matter		At September 27, 2025, the Company's goodwill was $663 million. As discussed in Note 1 to the Consolidated and Combined Financial Statements, goodwill is tested for impairment at the reporting unit level at least annually or whenever events or changes in circumstances indicate their carrying value may not be recoverable. The Company performed its annual quantitative goodwill impairment test for each of the reporting units as of the first day of its fiscal fourth quarter, which did not result in an impairment charge. Auditing management’s annual goodwill impairment test was complex and judgmental due to the significant estimation uncertainty in determining the fair values of the reporting units. In particular, the fair value estimates were sensitive to significant assumptions, which included the weighted average cost of capital, revenue growth rates and EBITDA margins. These significant assumptions are forward looking and could be affected by expectations about future market and economic conditions.
How We Addressed the Matter in Our Audit		We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process, including controls over management’s review of the valuation models and the significant data inputs and assumptions underlying the fair value determination as described above. To test the fair values of the Company’s reporting units, our audit procedures included, among others, involvement from our valuation specialists to assist in assessing the valuation methodologies utilized by the Company and testing the significant assumptions and underlying data used by the Company in its analysis. We compared the significant assumptions used by management to historical results and current industry and economic trends. We tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions.

~~Critical~~ /s/ ~~Audit~~Ernst ~~Matter~~& ~~Description~~Young LLP

~~The~~ We ~~Company~~have ~~reviews~~served goodwill for impairment annually during the fourth quarter, or more frequently if impairment indicators are present. The fair value of goodwill is determined using a market approach and a discounted cash flow model. These approaches incorporate several assumptions, including estimates of future cash flows expected to be generated from the use of the underlying assets. For Goodwill, impairment losses, if any, are recognized for the amount by which the carrying value of the reporting unit exceeds its fair value. The goodwill balance was $107.7M as ~~of December 31, 2023, of which all was attributable to~~ the ~~Airlaid~~Company’s ~~Materials~~auditor ~~operating~~since ~~segment, which is also a reporting unit~~2024. ~~The fair value of the Airlaid Materials reporting unit exceeded the carrying value and, therefore, no impairment was recognized.~~

The principal consideration for our determination that the valuation of the Airlaid Materials goodwill is a critical audit matter is that significant estimates and assumptions by management involve subjectivity and judgment in determining the fair value of the reporting unit using a market approach and a discounted cash flow model. Given the inherent uncertainties related to the Company’s forecasts and how various factors could affect the Company’s assumptions Indianapolis, ~~performing audit procedures to evaluate management’s assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve valuation specialists.~~Indiana

~~GLATFELTER~~ November ~~2023~~25, ~~FORM 10-K 33~~2025

~~How the Critical Audit Matter Was Addressed in the Audit~~ 12

~~Our~~ Report ~~audit procedures over management’s estimate~~ of ~~the~~Independent ~~reporting~~Registered ~~unit~~Public ~~fair~~Accounting ~~value, including the discounted cash flow model, included the following, among others:~~Firm

~~•We~~To ~~tested~~ the ~~effectiveness~~Stockholders ofand ~~controls~~the Board ~~over management’s impairment evaluation, including those over management’s development~~ of ~~the~~Directors ~~estimates~~ of ~~future~~Magnera ~~cash~~Corporation ~~flows used to value the reporting unit;~~

~~•We~~ Opinion ~~evaluated~~on ~~the~~Internal ~~reasonableness~~Control ofOver ~~management’s~~Financial ~~forecasts by comparing the forecasts to (1) historical results, (2) internal communications to management and those charged with governance, and (3) available industry data;~~Reporting

~~•With~~We ~~the~~have ~~assistance~~audited ofMagnera Corporation’s ~~our~~internal ~~fair~~control ~~value~~over ~~specialists~~financial reporting as of September 27, 2025, webased ~~evaluated~~on criteria established in Internal Control – Integrated Framework issued by the ~~reasonableness~~Committee of ~~valuation~~Sponsoring ~~assumptions,~~Organizations ~~including~~of the ~~discount~~Treadway ~~rate,~~Commission (2013 byframework) (1the COSO criteria). ~~testing~~In ~~the~~our ~~source~~opinion, ~~information~~because ~~underlying~~of the ~~determination~~effect of the ~~valuation~~material ~~assumptions;~~weaknesses ~~(2)~~described ~~testing~~below on the ~~mathematical~~achievement ~~accuracy~~ of the ~~calculations;~~objectives ~~and~~of the control criteria, Magnera Corporation (3the Company) ~~developing~~has anot ~~range~~maintained effective ofinternal ~~independent~~control ~~estimates~~over ~~and~~financial ~~comparing~~reporting ~~those~~as toof ~~the~~September ~~valuation~~27, ~~assumptions~~2025, based ~~selected~~on bythe ~~management;~~COSO ~~and~~criteria.

~~•We~~A material ~~evaluated~~weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the ~~competency~~company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and ~~objectivity~~included ofin management’s assessment. ~~specialists~~Management ~~who~~has ~~assisted~~identified a material weakness in controls associated with ~~preparing~~the purchase price allocation of the ~~discounted~~merger ~~future~~with ~~cash~~Glatfelter ~~flows~~and ~~analysis~~information technology general controls related to legacy Berry U. S. IT systems, including the corresponding automated and IT dependent manual business process controls. The Company also identified a material weakness in controls related to the realizability of deferred tax assets.

/We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s/ ~~DELOITTE~~Consolidated &and ~~TOUCHE~~Combined ~~LLP~~Balance Sheets as of September 27, 2025 and September 28, 2024, the related Consolidated and Combined Statements of Operations, Comprehensive Income (Loss), Changes in Equity and Cash Flows for each of the three years in the period ended September 27, 2025, and the related notes. These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the 2025 Consolidated and Combined Financial Statements, and this report does not affect our report dated November 25, 2025, which expressed an unqualified opinion thereon.

~~Charlotte,~~ Basis ~~North~~for ~~Carolina~~Opinion

~~February 28,~~The ~~2024~~Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We ~~have~~conducted ~~served~~our asaudit in accordance with the ~~Company’s~~standards ~~auditor~~of ~~since~~the atPCAOB. ~~least~~Those ~~1940;~~standards ~~however,~~require anthat ~~earlier~~we plan ~~year~~and ~~could~~perform ~~not~~the beaudit ~~reliably~~to ~~determined~~obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

~~GLATFELTER~~Our ~~CORPORATION~~audit ~~AND~~included ~~SUBSIDIARIES~~obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

~~CONSOLIDATED~~ Definition ~~STATEMENTS~~and OFLimitations ~~INCOME~~of ~~(LOSS)~~Internal Control Over Financial Reporting

	Year ended December 31,
In thousands, except per share	2023		2022		2021
Net sales	$	1,385,516	$	1,491,326	$	1,084,694
Costs of products sold	1,255,809		1,342,524		939,899
Gross profit	129,707		148,802		144,795
Selling, general and administrative expenses	109,741		125,001		121,250
Goodwill and other asset impairment charges	—		190,556		—
Loss on sale of Ober-Schmitten and other non-strategic operation	18,365		—		—
Gains on dispositions of plant, equipment and timberlands, net	(1,111)		(2,804)		(5,069)
Operating income (loss)	2,712		(163,951)		28,614
Non-operating income (expense)
Interest expense	(64,739)		(33,207)		(12,353)
Interest income	1,486		408		73
Other, net	(10,551)		(7,642)		(2,657)
Total non-operating expense	(73,804)		(40,441)		(14,937)
Income (loss) before income taxes	(71,092)		(204,392)		13,677
Income tax provision (benefit)	7,011		(10,275)		6,956
Income (loss) from continuing operations	(78,103)		(194,117)		6,721
Discontinued operations:
Income (loss) before income taxes	(950)		(91)		216
Income tax provision	—		—		—
Income (loss) from discontinued operations	(950)		(91)		216
Net income (loss)	$	(79,053)	$	(194,208)	$	6,937
Basic earnings (loss) per share
Income (loss) from continuing operations	$	(1.73)	$	(4.33)	$	0.15
Loss from discontinued operations	(0.02)		—		—
Basic earnings per share	$	(1.75)	$	(4.33)	$	0.15
Diluted earnings (loss) per share
Income (loss) from continuing operations	$	(1.73)	$	(4.33)	$	0.15
Loss from discontinued operations	(0.02)		—		—
Diluted earnings per share	$	(1.75)	$	(4.33)	$	0.15
Weighted average shares outstanding
Basic	45,058		44,828		44,551
Diluted	45,058		44,828		44,924

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

~~The~~Because ~~accompanying~~of ~~notes~~its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are ansubject ~~integral~~to ~~part~~the risk that controls may become inadequate because of ~~these~~changes ~~consolidated~~in ~~financial~~conditions, ~~statements~~or that the degree of compliance with the policies or procedures may deteriorate.

~~GLATFELTER~~ ~~2023~~/s/ ~~FORM~~Ernst ~~10-K~~& 35Young LLP

~~GLATFELTER~~ ~~CORPORATION~~Indianapolis, ~~AND~~Indiana ~~SUBSIDIARIES~~

~~CONSOLIDATED~~ November ~~STATEMENTS~~25, ~~OF COMPREHENSIVE INCOME (LOSS)~~2025

	Year ended December 31,
In thousands	2023		2022		2021
Net income (loss)	$	(79,053)	$	(194,208)	$	6,937
Foreign currency translation adjustments	15,509		(36,485)		(27,232)
Net change in:
Deferred gains (losses) on derivatives, net of taxes of $429, $(2,513), and (1,866), respectively	(621)		9,188		4,484
Unrecognized retirement obligations, net of taxes of $41, $(898), and (111), respectively	498		9,706		1,097
Other comprehensive income (loss)	15,386		(17,591)		(21,651)
Comprehensive loss	$	(63,667)	$	(211,799)	$	(14,714)

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

~~GLATFELTER~~ Consolidated ~~CORPORATION~~and ~~AND~~Combined ~~SUBSIDIARIES~~Statements of Operations

~~CONSOLIDATED~~ (in ~~BALANCE~~millions ~~SHEETS~~of dollars)

		December 31,
	Fiscal years ended
In thousands		2023					2022
		September 27,			September 28,				September 30,
Assets
		2025			2024				2023
Cash and cash equivalents		$	50,265				$	110,660
Net sales	$	3,204		$	2,187			$	2,275
Accounts receivable (less allowance for doubtful accounts: 2023 - $2,638; 2022 - $5,025)		170,974					195,665
Costs and expenses:
Inventories		298,248					309,436
Cost of goods sold		2,867			1,950				1,995
Prepaid expenses and other current assets		86,480					63,723
Selling, general and administrative		190			107				110
Total current assets		605,967					679,484
Amortization of intangibles		50			48				51
Plant, equipment and timberlands, net		662,916					675,811
Goodwill and other impairment		—			172				—
Goodwill		107,691					105,195
Restructuring and other activities		89			30				24
Intangible assets, net		106,333					108,670
Corporate expense allocation		3			21				26
Other assets		80,889					78,193
Operating income (loss)		5			(141	)			69
Total assets		$	1,563,796				$	1,647,353
Other expense (income), net		30			(9	)			(3	)
Liabilities and Shareholders' Equity
Interest expense, net		141			3				—
Current portion of long-term debt		$	1,005				$	40,435
Income (loss) before income taxes		(166	)		(135	)			72
Short-term debt		6,150					11,422
Income tax expense (benefit)		(7	)		19				34
Accounts payable		158,455					217,625
Net income (loss)	$	(159	)	$	(154	)		$	38
Environmental liabilities		2,000					2,200
Net income (loss) per share: Basic and diluted		(4.47	)		(4.84	)			1.19
Other current liabilities		112,758					88,724
Total current liabilities		280,368					360,406
Long-term debt		853,163					793,252
Deferred income taxes		52,219					54,388
Other long-term liabilities		121,192					121,303
Total liabilities		1,306,942					1,329,349
Commitments and contingencies		—					—
Shareholders’ equity
Common stock, $0.01 par value; authorized - 120,000,000; issued - 54,361,980 (including treasury shares: 2023 - 9,275,061; 2022 - 9,568,457)		544					544
Capital in excess of par value		58,759					60,663
Retained earnings		419,810					498,863
Accumulated other comprehensive loss		(82,509)					(97,895)
		396,604					462,175
Less cost of common stock in treasury		(139,750)					(144,171)
Total shareholders’ equity		256,854					318,004
Total liabilities and shareholders’ equity		$	1,563,796				$	1,647,353

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

~~GLATFELTER~~ Consolidated ~~2023~~and ~~FORM~~Combined ~~10-K~~Statements 37of Comprehensive Income (Loss)

~~GLATFELTER~~ (in ~~CORPORATION~~millions ~~AND~~of ~~SUBSIDIARIES~~dollars)

		Year ended December 31,
	Fiscal years ended
In thousands		2023					2022			2021
		September 27,			September 28,				September 30,
Operating activities
		2025			2024				2023
Net income (loss)	$	$(159	~~(79,053~~)	$	(154	)	$	~~(194,208)~~$	38	$	~~6,937~~
Income (loss) from discontinued operations, net of tax		950					91			(216)
Other comprehensive income, net of tax:
Adjustments to reconcile to net cash provided (used) by operating activities:
Currency translation gain (loss)		(27	)		3				66
Depreciation, depletion and amortization		63,247					66,724			61,421
Other comprehensive income (loss)		(27	)		3				66
Amortization of debt issue costs and original issue discount		5,316					1,915			865
Comprehensive income (loss)	$	(186	)	$	(151	)		$	104
Loss on sale of Ober-Schmitten and other non-strategic operation		18,365					—			—
Pension settlement charge		633					—			—
Goodwill and other asset impairment charges		—					190,556			—
Russia/Ukraine conflict charges/(recovery)		(1,441)					3,207			—
Deferred income tax benefit		(12,176)					(24,022)			(13,619)
Gains on dispositions of plant, equipment and timberlands, net		(1,111)					(2,804)			(5,069)
Share-based compensation		2,797					831			5,063
Non-cash inventory charge		3,262					—			—
Change in operating assets and liabilities
Accounts receivable		21,634					(35,294)			(14,794)
Inventories		9,605					(44,430)			(40,019)
Prepaid and other current assets		165					(3,234)			5,770
Accounts payable		(62,686)					16,398			65,828
Accruals and other current liabilities		5,240					(14,342)			(4,165)
Other		(363)					(2,208)			2,975
Net cash provided (used) by operating activities		(25,616)					(40,820)			70,977
Investing activities
Expenditures for purchases of plant, equipment and timberlands		(33,770)					(37,740)			(30,037)
Proceeds from disposals of plant, equipment and timberlands, net		1,676					3,199			5,567
Payments related to sale of Ober-Schmitten and other non-strategic operation		(5,851)					—			—
Acquisitions, net of cash acquired		—					1,413			(464,856)
Other		844					30			(440)
Net cash used by investing activities		(37,101)					(33,098)			(489,766)
Financing activities
Proceeds from note offerings		—					—			500,000
Proceeds from term loans		262,273					—			46,849
Repayment of term loans		(228,413)					(35,287)			(26,088)
Net borrowings (repayments) under revolving credit facility		(22,884)					103,519			(23,481)
Payments of borrowing costs		(11,645)					(1,285)			(10,132)
Payments of dividends		—					(18,766)			(24,458)
Proceeds from government grants		—					—			479
Payments related to share-based compensation awards and other		(280)					(1,262)			(817)
Net cash provided (used) by financing activities		(949)					46,919			462,352
Effect of exchange rate changes on cash		1,033					(2,341)			(5,418)
Net increase (decrease) in cash, cash equivalents and restricted cash		(62,633)					(29,340)			38,145
Change in cash and cash equivalents from discontinued operations		(1,169)					(312)			(996)
Cash, cash equivalents and restricted cash at the beginning of period		119,162					148,814			111,665
Cash, cash equivalents and restricted cash at the end of period		55,360					119,162			148,814
Less: restricted cash in Prepaid and other current assets		(4,300)					(3,600)			(2,000)
Less: restricted cash in Other assets		(795)					(4,902)			(8,378)
Cash and cash equivalents at the end of period		$	50,265				$	110,660		$	138,436
Supplemental cash flow information
Cash paid for:
Interest, net of amounts capitalized		$	59,182				$	33,203		$	6,957
Income taxes, net		$	9,424				$	24,445		$	15,500

~~GLATFELTER~~See ~~CORPORATION~~notes ~~AND~~to ~~SUBSIDIARIES~~Consolidated and Combined Financial Statements.

~~CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY~~14

~~For~~ Magnera ~~the years ended December 31, 2023, 2022 and 2021~~Corporation

In thousands	CommonStock		Capital inExcess ofPar Value		RetainedEarnings		AccumulatedOtherComprehensiveLoss		TreasuryStock		TotalShareholders’Equity
Balance at January 1, 2021	$	544	$	63,261	$	723,365	$	(58,653)	$	(150,585)	$	577,932
Net income					6,937						6,937
Other comprehensive loss							(21,651)				(21,651)
Comprehensive loss											(14,714)
Cash dividends declared ($0.56 per share)					(24,702)						(24,702)
Share-based compensation expense			5,063								5,063
Delivery of treasury shares:											—
RSUs and PSAs			(3,538)						2,723		(815)
Employee stock options exercised — net			(7)						5		(2)
Balance at December 31, 2021	544		64,779		705,600		(80,304)		(147,857)		542,762
Net loss					(194,208)						(194,208)
Other comprehensive loss							(17,591)				(17,591)
Comprehensive loss											(211,799)
Cash dividends declared ($0.28 per share)					(12,529)						(12,529)
Share-based compensation expense			831								831
Delivery of treasury shares:											—
RSUs and PSAs			(4,947)						3,686		(1,261)
Balance at December 31, 2022	544		60,663		498,863		(97,895)		(144,171)		318,004
Net loss					(79,053)						(79,053)
Other comprehensive income							15,386				15,386
Comprehensive loss											(63,667)
Share-based compensation expense			2,797								2,797
Delivery of treasury shares:											—
RSUs and PSAs			(4,701)						4,421		(280)
Balance at December 31, 2023	$	544	$	58,759	$	419,810	$	(82,509)	$	(139,750)	$	256,854

Consolidated and Combined Balance Sheets

~~The~~ (in ~~accompanying~~millions ~~notes are an integral part~~ of ~~the consolidated financial statements.~~dollars)

GLATFELTER 2023 FORM 10-K 39


		September 27,			September 28,
		2025			2024
Assets
Current assets:
Cash and cash equivalents	$	305		$	230
Accounts receivable		522			359
Inventories		474			259
Prepaid expenses and other current assets		122			38
Total current assets		1,423			886
Noncurrent assets:
Property, plant and equipment		1,476			949
Goodwill and intangible assets		890			850
Right-of-use assets		62			49
Other assets		138			73
Total assets		3,989			2,807

Liabilities and equity
Current liabilities:
Accounts payable	$	356		$	295
Accrued employee costs		90			47
Other current liabilities		155			115
Total current liabilities		601			457
Noncurrent liabilities:
Long-term debt		1,952			—
Deferred income taxes		46			78
Operating lease liabilities		45			39
Other long-term liabilities		281			94
Total liabilities		2,925			668

Equity:
Common stock (35.6 million shares issued)		1			—
Berry net investment		—			2,307
Additional paid-in capital		1,417			—
Retained loss		(159	)		—
Accumulated other comprehensive loss		(195	)		(168	)
Total equity		1,064			2,139
Total liabilities and equity	$	3,989		$	2,807

~~GLATFELTER~~ See ~~CORPORATION~~notes to Consolidated and Combined Financial Statements.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~15

~~1. ORGANIZATION~~ Magnera Corporation

~~Glatfelter~~ Consolidated ~~Corporation~~ and ~~subsidiaries~~Combined ~~(“Glatfelter”)~~Statements produce and supply high quality, technology-driven, innovative, and customizable nonwovens solutions which can be found in products that are Enhancing Everyday Life®. These include personal care and hygiene products, food and beverage filtration, critical cleaning products, medical and personal protection, packaging products, as well as home improvement and industrial applications. Headquartered in Charlotte, NC, our 2023 net sales were approximately $1.4 billion. At December 31, 2023, we employed approximately 2,980 employees worldwide. Glatfelter’s operations utilize a variety of ~~manufacturing~~Cash technologies including airlaid, wetlaid and spunlace with fifteen manufacturing sites located in the United States, Canada, Germany, the United Kingdom, France, Spain, and the Philippines. The Company has sales offices in all major geographies serving customers under the Glatfelter and Sontara brands. The terms “we,” “us,” “our,” “the Company,” or “Glatfelter,” refer to Glatfelter Corporation and subsidiaries unless the context indicates otherwise.Flows

~~2. ACCOUNTING~~ (in ~~POLICIES~~millions of dollars)

Principles of Consolidation The consolidated financial statements include the accounts of Glatfelter and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.


	Fiscal years ended
		September 27,			September 28,			September 30,
		2025			2024			2023
Cash Flows from Operating Activities:
Net income (loss)	$	(159	)	$	(154	)	$	38
Adjustments to reconcile net cash from operating activities:
Depreciation		156			127			118
Amortization of intangibles		50			48			51
Non-cash interest expense		17			5			5
Goodwill and other impairment		—			172			—
Share-based compensation expense		19			7			7
Deferred income tax		(27	)		(9	)		(9	)
Other non-cash operating activities, net		55			(3	)		(10	)
Changes in operating assets and liabilities:
Accounts receivable		—			(27	)		63
Inventories		31			(16	)		49
Prepaid expenses and other assets		(22	)		2			—
Accounts payable and other liabilities		(17	)		40			(55	)
Net cash from operating activities		103			192			257

Cash Flows from Investing Activities:
Additions to property, plant and equipment		(67	)		(72	)		(88	)
Cash acquired from GLT acquisition		37			—			—
Settlement of net investment hedges		22			—			—
Proceeds from sale of assets		—			4			—
Other investing activities and other		—			29			—
Net cash used in investing activities		(8	)		(39	)		(88	)

Cash Flows from Financing Activities:
Proceeds from long-term borrowings		1,556			—			—
Repayments on long-term borrowings		(484	)		(2	)		(4	)
Transfers from (to) Berry, net		34			(107	)		(206	)
Cash distribution to Berry		(1,111	)		—			—
Debt fees and other, net		(16	)		—			—
Net cash used in financing activities		(21	)		(109	)		(210	)
Effect of currency translation on cash		1			1			13
Net change in cash and cash equivalents		75			45			(28	)
Cash and cash equivalents at beginning of period		230			185			213
Cash and cash equivalents at the end of period	$	305		$	230		$	185

~~Reclassification~~ See ofnotes ~~Prior Year Presentation Certain prior year amounts in the footnotes~~ to ~~the~~Consolidated ~~consolidated~~and ~~financial~~Combined ~~statements~~Financial ~~have been reclassified to conform to the current year presentation~~Statements.

Accounting Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingencies as of the balance sheet date and the reported amounts of net sales and expenses during the reporting period. Management believes the estimates and assumptions used in the preparation of these consolidated financial statements are reasonable, based upon currently available facts and known circumstances, but recognizes that actual results may differ from those estimates and assumptions.16

~~Discontinued~~ Magnera ~~Operations The results of operations for the Specialty Papers business have been classified as discontinued operations for all periods presented in the consolidated statements of income (loss).~~ Corporation

~~Cash~~ Consolidated and ~~Cash~~Combined ~~Equivalents~~Statements ~~We classify all highly liquid instruments with an original maturity~~ of ~~three~~Changes ~~months~~in ~~or less at the time of purchase as cash equivalents.~~Equity

~~Inventories~~ (in ~~Our~~millions ~~inventories are stated at the lower~~ of ~~cost or net realizable value. Raw materials, in-process and finished goods inventories are valued principally using the average-cost method.~~ dollars)

Plant, Equipment and Timberlands For financial reporting purposes, depreciation is computed using the straight-line method over the estimated useful lives of the respective assets.


									Accumulated Other
									Comprehensive
		Common		Berry Net			Additional		Income (Loss) -			Retained			Total
		Stock		Investment			Paid-in Capital		Currency Translation			Loss			Equity
Balance at October 2, 2022	$	—	$	2,724		$	—	$	(237	)	$	—		$	2,487
Net income		—		38			—		—			—			38
Other comprehensive income (loss)		—		—			—		66			—			66
Transfers to Berry, net		—		(201	)		—		—			—			(201	)
Balance at September 30, 2023	$	—	$	2,561		$	—	$	(171	)	$	—		$	2,390
Net loss		—		(154	)		—		—			—			(154	)
Other comprehensive income (loss)		—		—			—		3			—			3
Transfers to Berry, net		—		(100	)		—		—			—			(100	)
Balance at September 28, 2024	$	—	$	2,307		$	—	$	(168	)	$	—		$	2,139
Net loss		—		—			—		—			(159	)		(159	)
Other comprehensive income (loss)		—		—			—		(27	)		—			(27	)
Transfers to Berry, net		—		(1,111	)		—		—			—			(1,111	)
October net investment		—		129			—		—			—			129
Distribution of Berry’s net investment		1		(1,325	)		1,324		—			—			—
Acquisition of GLT		—		—			74		—			—			74
Share-based compensation		—		—			19		—			—			19
Balance at September 27, 2025	$	1	$	—		$	1,417	$	(195	)	$	(159	)	$	1,064

~~The~~See ~~range~~notes ~~of estimated service lives used~~ to ~~calculate~~Consolidated ~~financial reporting depreciation for principal items of plant~~ and ~~equipment~~Combined ~~are~~Financial ~~as follows:~~Statements.

Buildings			15 – 45 years
Machinery and equipment			5 – 40 years
Other			3 – 25 years

~~Maintenance~~ Magnera and Repairs Maintenance and repairs costs are charged to income and major renewals and improvements are capitalized. At the time property is retired or sold, the net carrying value is eliminated and any resultant gain or loss is included in income.Corporation

~~Valuation~~ Notes of Long-lived Assets, Intangible Assets and Goodwill We evaluate long-lived assets for impairment when a specific event indicates that the carrying value of an asset may not be recoverable. Recoverability is assessed based on estimates of future cash flows expected to ~~result~~Consolidated ~~from the use~~ and ~~eventual~~Combined ~~disposition~~Financial of the asset. If the sum of expected undiscounted cash flows is less than the carrying value of the asset, the asset’s fair value is estimated, and an impairment loss is recognized for the amount by which the carrying value exceeds the estimated fair value. Statements

~~Goodwill~~ (tables ~~and~~in ~~indefinite-lived~~millions ~~intangible~~of ~~assets are not amortized and~~dollars, ~~therefore,~~except ~~are~~per ~~reviewed~~share ~~for impairment annually, during the fourth quarter, or more frequently if impairment indicators are present.~~ data)

~~The fair value of our reporting units, which are also our operating segments, is determined using a market approach and a discounted cash flow model~~ 1. Basis ~~The fair value~~ of ~~non-amortizing~~Presentation ~~tradename intangible assets is determined using a discounted cash flow model~~ and ~~requires~~Summary ~~the use and analysis~~ of ~~significant~~Significant ~~assumptions~~Accounting including among others, estimated cash flows consistent with our long-term strategic plan, perpetuity growth rates, capital expenditures, and discount rates. In addition, the discounted cash flow model requires the use of significant judgement to assess the potential impact of macroeconomic conditions including raw material and energy prices in all three segments, logistics costs, competition and similar factors. For goodwill, impairment losses, if any, are recognized for the amount by which the carrying value of the reporting unit exceeds its fair value. The carrying value of a reporting unit is defined using an enterprise premise which is generally determined by the difference between the unit’s assets and operating liabilities. With respect to non-amortizing tradenames, impairment losses, if any, are recognized for the amount by which the carrying value of the tradename exceeds its fair value. For additional information, refer to Note 6 – “Goodwill and Asset Impairments.“Policies

~~Income~~On ~~Taxes~~November ~~Income~~4, 2024 ~~taxes~~, ~~are~~Treasure, ~~determined~~which ~~using~~was ~~the~~a ~~asset~~wholly ~~and~~owned ~~liability~~subsidiary ~~method~~ of ~~accounting~~Berry, ~~for~~completed ~~income~~the ~~taxes in accordance~~ Transaction with ~~FASB~~Glatfelter, ~~ASC~~which ~~740~~concurrently ~~Income~~changed ~~Taxes~~its ~~(“ASC~~name ~~740”)~~to Magnera. ~~Under~~As ~~ASC 740~~a result, ~~tax~~pre-Transaction ~~expense~~Treasure ~~includes~~shareholders ~~U.S.~~received ~~and~~shares ~~international~~of ~~income~~Magnera representing ~~taxes~~90% ~~plus~~of the ~~provision~~combined ~~for~~company ~~U.S.~~and ~~taxes~~GLT onshareholders ~~undistributed earnings of international subsidiaries not deemed to be permanently invested~~retained 10%. As ~~Tax~~Treasure ~~credits~~was ~~and~~identified ~~other~~as ~~incentives~~the ~~reduce~~accounting ~~tax~~acquirer, ~~expense in~~ the prior year ~~the~~presentation ~~credits~~represents ~~are~~standalone ~~claimed.~~Treasure ~~Certain~~results ~~items~~with ~~of income and expense are not reported in tax returns and financial statements in~~ the acquisition ~~same~~method ~~year. The tax effect~~ of ~~such~~accounting ~~temporary~~being ~~differences~~applied isto ~~reported in deferred income taxes. Deferred tax assets are recognized if it is more likely than not that~~ the assets ~~will~~acquired beand liabilities ~~realized~~assumed inof ~~future years~~GLT. WeSee ~~establish~~Note a2. ~~valuation allowance for deferred tax assets for which realization is not more likely than not~~Acquisition.

~~Significant~~The ~~judgment~~Consolidated isand ~~required~~Combined inFinancial ~~determining~~Statements ~~our~~contain ~~worldwide~~combined ~~provision~~financial statements for ~~income~~the ~~taxes~~fiscal ~~and~~periods ~~recording~~prior to the ~~related~~Closing ~~assets~~Date ~~and~~of ~~liabilities. In~~ the ~~ordinary~~Transaction. ~~course~~The ofCombined ~~our~~Financial ~~business,~~Statements ~~there~~were ~~are~~prepared ~~many~~on ~~transactions~~a ~~and~~stand-alone ~~calculations~~basis ~~where~~derived from the ~~ultimate~~financial ~~tax~~statements ~~determination~~and isaccounting ~~less~~records ~~than~~of ~~certain.~~Berry We and ~~our subsidiaries~~ are ~~examined~~presented byas ~~various~~if ~~Federal,~~Treasure ~~State,~~had ~~and~~operated ~~foreign~~on ~~tax~~a ~~authorities~~stand-alone basis. WeFor ~~regularly assess~~ the ~~potential~~Combined ~~outcomes~~Financial ofStatements ~~these~~reported ~~examinations~~for ~~and~~the ~~any~~fiscal ~~future~~years ~~examinations~~ended ~~for~~September ~~the~~28, ~~current~~2024 orand ~~prior~~September ~~years~~30, in2023 ~~determining~~and the ~~adequacy~~related ofnotes ~~our~~refer ~~provision~~to ~~for~~Exhibit ~~income taxes~~99.4 Weof ~~continually assess~~ the ~~likelihood~~Form ~~and~~8-K/A ~~amount~~filed ofwith ~~potential~~the ~~adjustments~~Securities and ~~record~~Exchange ~~any~~Commission ~~necessary adjustments in~~ (the ~~period~~"SEC") inon ~~which~~January ~~the~~31, ~~facts that give rise to a revision become known~~2025.

~~Investment~~ The ~~tax~~pre-Transaction ~~credits~~Combined ~~are~~Financial ~~accounted~~Statements ~~for~~of byOperations, ~~the~~Comprehensive ~~flow~~Income (Loss), Balance Sheets, Cash Flows and Changes in Equity have been prepared on a carve-~~through~~out ~~method~~basis, which ~~results~~include inassumptions ~~recognition~~underlying ofthe preparation that management believe are reasonable. However, the ~~benefit~~combined inpre-Transaction financial information included herein may not necessarily reflect the ~~year~~Company’s results of operations, comprehensive income (loss), balance sheets, cash flows and changes in ~~which~~equity had the ~~credit~~Company ~~become~~been ~~available~~an independent stand-alone company during the periods presented.

We ~~account~~For ~~for~~periods ~~global~~prior ~~intangible~~to ~~low-taxed~~the ~~income~~Closing ~~(“GILTI”)~~Date, ~~tax~~transactions between Berry and Treasure were reflected as a component of Berry's net investment in the ~~period~~Consolidated inand ~~which~~Combined itBalance isSheets ~~incurred.~~and ~~The~~as ~~GILTI~~a ~~provisions~~financing ~~require~~activity ~~entities~~within tothe ~~include~~accompanying inConsolidated ~~its~~and UCombined Statements of Cash Flows.S. ~~income~~Berry's ~~tax~~net ~~return~~investment ~~foreign~~on ~~subsidiary~~the ~~earnings~~Consolidated inand ~~excess~~Combined Balance Sheets and Consolidated and Combined Statement of anEquity ~~allowable~~represents ~~return~~the oncumulative net investment by Berry in Treasure. Concurrent with the ~~foreign~~closing ~~subsidiaries~~of the Transaction, Berry received a cash distribution and, in turn, transferred Berry’s ~~tangible~~health, ~~assets~~hygiene and specialties global nonwovens and films business to Treasure. As a result, Berry's net investment in Treasure was reduced to zero with a corresponding adjustment to Additional Paid-in Capital.

~~Treasury~~The ~~Stock~~accompanying ~~Common~~Consolidated ~~stock~~and ~~purchased~~Combined ~~for~~Financial ~~treasury~~Statements isof ~~recorded~~Magnera atCorporation ~~cost~~have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) pursuant to the rules and regulations of the SEC. AtIn preparing financial statements in conformity with GAAP, we must make estimates and assumptions that affect the reported amounts and disclosures at the date of ~~subsequent~~the ~~reissue,~~financial statements and during the ~~treasury~~reporting ~~stock~~period. ~~account~~Actual isresults ~~reduced~~could bydiffer from those estimates. In the ~~cost~~opinion of ~~such~~management, ~~stock~~all onadjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included, and all subsequent events up to the ~~weighted-average~~time ~~cost~~of ~~basis~~the filing have been evaluated.

~~Foreign~~ Revenue ~~Currency~~Recognition ~~Translation Foreign currency translation gains~~ and ~~losses~~Accounts and the effect of exchange rate changes on transactions designated as hedges of net foreign investments are included as a component of other comprehensive income (loss). Transaction gains and losses are included in income in the period in which they occur.Receivable

Revenue ~~Recognition~~is Werecognized ~~recognize~~when ~~revenue,~~performance orobligations ~~net~~are ~~sales~~satisfied, in ~~accordance~~an ~~with~~amount ~~ASU~~reflecting ~~No.~~the ~~2014-09,~~consideration ~~Revenue~~to ~~from~~which ~~Contracts with Customers. Our revenue is earned primarily from~~ the ~~manufacture~~Company ~~and~~expects ~~sale~~to ofbe ~~engineered materials (“product sales”)~~entitled. We ~~Revenue~~consider isthe ~~earned~~promise ~~pursuant~~ to ~~contracts,~~transfer ~~supply~~products ~~agreements~~to ~~and~~be ~~other~~our ~~arrangements~~sole ~~with a wide variety of customers. Our~~ performance obligation ~~is to produce a specified product according to technical specifications and~~. Generally, inour ~~substantially~~revenue ~~all~~is ~~instances,~~recognized tofor ~~deliver~~standard ~~the~~promised ~~product.~~goods ~~Revenue from product sales is earned~~ at athe ~~point in~~ time. Weof ~~recognize~~shipment, ~~revenue on product sales~~ when wetitle ~~have satisfied our performance obligation~~ and ~~control~~risk of ~~the~~loss ~~product~~pass ~~has passed~~ to the customer ~~thereby entitling us to payment~~. The ~~With~~Company ~~respect~~disaggregates torevenue ~~substantially~~based ~~all~~on ~~arrangements~~geography. ~~for~~See ~~product~~Note ~~sales,~~11. ~~this~~Segment isand ~~deemed~~Geographic ~~to occur when title transfers in accordance with specified shipping terms~~Data.

~~Selling~~ ~~prices~~The ~~are~~Company ~~fixed~~records atcurrent ~~the~~expected ~~time~~credit ~~the~~losses ~~sales~~based ~~arrangement~~on isa ~~entered~~variety ~~into~~of ~~and~~factors ~~payment~~including ~~terms~~historical ~~are~~loss ~~customary~~experience ~~for~~and ~~similar~~current ~~arrangements~~customer infinancial ~~our industry~~condition. The ~~Many~~reserve as of ~~our~~each ~~agreements~~period ~~include~~end ~~customary provisions for volume rebates, discounts~~ and ~~similar~~changes ~~incentives. In addition, we are obligated for products that fail~~ to ~~meet~~our ~~agreed~~current ~~upon~~expected ~~specification.~~credit ~~Provisions~~losses, ~~for~~write-off ~~such~~activity, ~~items are estimated~~ and ~~recorded~~recoveries aswere ~~sales~~not ~~deductions~~material infor ~~the~~any ~~period~~of ~~in which~~ the ~~related~~periods ~~revenue is recognized~~presented.

~~Refer~~ The Company participates in customer supply chain financing programs to ~~Note~~collect 8certain –receivables ~~“Revenue”~~through third-party ~~for~~financial ~~additional~~institutions. ~~information~~These ~~about~~arrangements qualify as true sales, as the ~~disaggregation~~receivables ofare ~~our~~transferred ~~net~~without ~~sales~~recourse. As a result, the balances are removed from trade receivables on the balance sheet, and the cash proceeds are reported as operating cash flows.

~~GLATFELTER~~For ~~2023~~the ~~FORM~~fiscal ~~10-K~~year 41ended September 27, 2025, our top customer represented approximately 14% of net sales and our top ten customers represented approximately 42% of net sales.

~~Environmental~~ ~~Liabilities~~Research ~~Accruals for losses associated with environmental obligations are recorded when it is probable that a liability has been incurred~~ and ~~the~~Development amount of the liability can be reasonably estimated based on existing legislation and remediation technologies. These accruals are adjusted periodically as assessment and remediation actions continue and/or further legal or technical information develops. Such liabilities are exclusive of any insurance or other claims against third parties. Environmental costs are capitalized if the costs extend the life of the asset, increase its capacity and/or mitigate or prevent contamination from future operations. Recoveries of environmental remediation costs from other parties, including insurance carriers, are recorded as assets when their receipt is assured beyond a reasonable doubt.

~~Earnings~~ ~~Per~~Research ~~Share~~and ~~Basic~~development ~~earnings~~costs ~~(loss)~~are ~~per~~expensed ~~share~~when ~~is computed by dividing net income (loss) by the weighted-average common shares outstanding during the respective periods~~incurred. The ~~Diluted~~Company ~~earnings~~incurred ~~per~~research ~~share~~and isdevelopment ~~computed~~expenditures byof ~~dividing~~$20 ~~net~~million, ~~income~~$13 bymillion, ~~the weighted-average common shares~~ and ~~common~~$15 ~~share~~million ~~equivalents~~in ~~outstanding~~fiscal ~~during~~years ~~the~~2025, ~~period.~~2024, Inand ~~periods~~2023, inrespectively, which ~~there~~are isincluded ain ~~net loss~~Selling, ~~diluted~~general ~~loss~~and ~~per~~administrative ~~share is equal to basic loss per share. The dilutive effect of common share equivalents is considered~~ in the ~~diluted~~Consolidated ~~earnings~~and ~~per~~Combined ~~share~~Statements ~~computation~~of ~~using the treasury stock method~~Operations.

Financial Derivatives and Hedging Activities We use financial derivatives to manage exposure to changes in foreign currencies and interest rates. In accordance with FASB ASC 815 Derivatives and Hedging (“ASC 815”), we record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.18

~~The~~ gain or loss on those derivative instruments designated and qualifying as a hedge of the exposure to variability in expected future cash flows related to forecasted transactions is deferred and reported as a component of accumulated other comprehensive income (loss). Deferred gains or losses are reclassified to our results of operations at the time the hedged forecasted transaction is recorded in our results of operations. The effectiveness of cash flow hedges is assessed at inception and quarterly thereafter. If the instrument matures, is deShare-~~designated,~~Based becomes ineffective or it becomes probable that the originally forecasted transaction will not occur, the related change in fair value of the derivative instrument is also reclassified from accumulated other comprehensive income (loss) and recognized in earnings. For additional information, refer to Note 22 - "Financial Derivatives and Hedging Activities."Compensation

~~Fair~~The ~~Value~~Company ofrecognized ~~Financial~~total ~~Instruments~~share-based ~~Under~~compensation expense ~~the~~of ~~accounting~~$19 million, ~~for~~$7 ~~fair~~million, ~~value measurements~~ and ~~disclosures,~~$7 a fair value hierarchy was established that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets million, for ~~identical~~fiscal ~~assets or liabilities (Level 1 measurements)~~ years 2025, 2024, and ~~the lowest priority to unobservable inputs (Level 3 measurements)~~2023, respectively. The ~~A financial instrument's level within the fair value hierarchy is~~ share-based compensation onplan ~~the lowest level of any input that~~ is ~~significant~~more tofully ~~the~~described ~~fair~~in ~~value~~Note ~~measurement~~10. ~~The~~Equity. ~~three levels of the fair value hierarchy are described below:~~

Level 1 -			Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 -			Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 -			Inputs that are both significant to the fair value measurement and unobservable.

Foreign Currency

~~Employee~~ For ~~Retention~~the ~~Tax~~non-U.S. ~~Credit~~subsidiaries ~~The~~that ~~Coronavirus~~account ~~Aid,~~in ~~Relief,~~a ~~and~~functional ~~Economic~~currency ~~Security~~other ~~Act~~than ofU.S. ~~2020~~dollars, ~~(“CARES”)~~assets and ~~the~~liabilities ~~subsequent~~are ~~related~~translated ~~amendments~~into ~~provided~~U.S. adollars ~~refundable~~using ~~payroll~~period-end ~~tax~~exchange ~~credit~~rates. Sales ~~for~~and ~~eligible~~expenses ~~wages~~are ~~paid~~translated toat ~~employees~~the average exchange rates in ~~2020~~effect ~~and~~during ~~2021~~the period. Foreign ~~For~~currency ~~2021,~~translation ~~the~~gains ~~employee~~and ~~retention~~losses ~~credit~~are ~~was~~included ~~equal~~as toa ~~70%~~component of ~~qualified~~Accumulated ~~wages~~other ~~paid~~comprehensive toloss ~~U.S.~~within ~~employees~~Equity in ~~quarters~~the ~~where~~Consolidated ~~certain~~and ~~criteria~~Combined Balance Sheets. Gains and losses resulting from foreign currency transactions are ~~met~~included in Other expense (income) in the Consolidated and Combined Statements of Operations.

~~The~~ ~~Company~~Cash ~~qualified for the employee retention credits for the first~~ and ~~second~~Cash ~~quarters~~Equivalents of 2021 and filed for a cash refund claim in the fourth quarter of 2022. During 2022, the Company recognized an employee retention credit of $8.6 million of which $7.3 million is included in cost of products sold and $1.3 million is included in selling, general and administrative expenses in the accompanying consolidated statement of income (loss). At December 31, 2023 and 2022, we have employee retention credit receivables of $0.1 million and $8.6 million respectively and is included in Prepaid expenses and other current assets in the accompanying consolidated balance sheets.

All highly liquid investments purchased with a maturity of three months or less from the time of purchase are considered to be cash equivalents.

Inventories

Inventories are stated at the lower of cost or net realizable value and are valued using the first-in, first-out method. Management periodically reviews inventory balances, using recent and future expected sales to identify slow-moving and/or obsolete items. We evaluate our reserve for inventory obsolescence on a quarterly basis and review inventory on-hand to determine future salability. We base our determinations on the age of the inventory and the experience of our personnel. We reserve inventory that we deem to be not salable in the quarter in which we make the determination. We believe, based on past history and our policies and procedures, that our net inventory is salable. Inventory, including reserves of $25 million and $15 million as of fiscal years 2025 and 2024, respectively was:


Inventories:		2025		2024
Finished goods	$	303	$	156
Raw materials		171		103
	$	474	$	259

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation is computed primarily by the straight-line method over the estimated useful lives of the assets ranging from 15 to 40 years for buildings and improvements, 2 to 20 years for machinery, equipment, and tooling, and over the term of the agreement for finance leases. Leasehold improvements are depreciated over the shorter of the useful life of the improvement or the lease term. Repairs and maintenance costs are charged to expense as incurred. Property, plant and equipment as of fiscal 2025 and 2024 was:


Property, plant and equipment:		2025			2024
Land, buildings and improvements	$	653		$	376
Equipment and construction in progress		1,986			1,543
		2,639			1,919
Less accumulated depreciation		(1,163	)		(970	)
	$	1,476		$	949

Long-lived Assets

Long-lived assets, including property, plant and equipment and definite lived intangible assets are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment,” whenever facts and circumstances indicate that the carrying amount may not be recoverable. Specifically, this process involves comparing an asset’s carrying value to the estimated undiscounted future cash flows the asset is expected to generate over its remaining life. If this process were to result in the conclusion that the carrying value of a long-lived asset would not be recoverable, a write-down of the asset to fair value would be recorded through a charge to operations. No material impairments were recorded in the periods presented.

Goodwill

The changes in the carrying amount of goodwill are as follows:


		Americas			Rest of World			Total
Balance as of fiscal 2023	$	589		$	205		$	794
Goodwill impairment		—			(171	)		(171	)
Foreign currency translation adjustment		(4	)		5			1
Balance as of fiscal 2024	$	585		$	39		$	624
Foreign currency translation adjustment		1			2			3
Acquisitions		36			—			36
Balance as of fiscal 2025	$	622		$	41		$	663

In fiscal 2025, in accordance with our accounting policy, the Company completed a quantitative test to evaluate impairment of goodwill in order to determine if the carrying value of any reporting unit exceeded its fair value. The Company reviews Goodwill for impairment as of the first day of the fourth fiscal quarter each year and more frequently if impairment indicators exist. The fair value for each reporting unit is estimated based on a combination of a comparative company market approach and a discounted cash flow analysis (income approach). Our forecasts included a terminal growth rate of 2.5%, modest margin expansion attributed to capital investments and normalization of energy inflation, and discount rates ranging from 11% to 13% being applied to the forecasted cash flows. Using the quantitative approach, the Company makes various estimates and assumptions in determining the estimated fair value of each reporting unit using a combination of discounted cash flow models and valuations based on earnings multiples for the Company’s public peer group. Discounted cash flow models are reliant on various assumptions, including projected business results, growth factors such as revenue and EBITDA margin, and weighted-average cost of capital. Management judgment is involved in estimating these variables, and they include uncertainties since they are forecasting future events. Changes in those assumptions or estimates with respect to a reporting unit or its prospects, which may result from a change in market conditions, market trends, interest rates or other factors outside of our control, or significant underperformance relative to future operating results could result in an impairment charge in the future or may require a more frequent assessment. As a result of our annual impairment evaluations the Company concluded that no impairment existed in fiscal 2025.

Intangible Assets


		Customer				Other			Accumulated
		Relationships		Trademarks		Intangibles			Amortization			Total
Balance as of fiscal 2023	$	610	$	30	$	84		$	(449	)	$	275
Amortization expense		—		—		—			(48	)		(48	)
Impairment		—		—		(1	)		—			(1	)
Balance as of fiscal 2024	$	610	$	30	$	83		$	(497	)	$	226
Foreign currency translation adjustment		3		—		—			(3	)		—
Amortization expense		—		—		—			(50	)		(50	)
Acquisition		49		2		—			—			51
Balance as of fiscal 2025	$	662	$	32	$	83		$	(550	)	$	227

Customer relationships are being amortized using an accelerated amortization method, which corresponds with the customer attrition rates used in the initial valuation of the intangibles over the estimated life of the relationships that range from 10 to 15 years. The Company has trademarks that total $26 million that are indefinite lived and we test annually for impairment on the first day of the fourth quarter. Definite lived trademarks are being amortized using the straight-line method over the estimated life of the assets, which are not more than 15 years. Other intangibles, which include technology and licenses, are being amortized using the straight-line method over the estimated life of the assets that range from 8 to 20 years. We completed the annual impairment test of our indefinite lived trademarks utilizing the qualitative method in fiscal years 2025, 2024 and 2023 and noted no material impairment.

Future amortization expense for definite lived intangibles as of fiscal 2025 for the next five fiscal years is $45 million, $43 million, $33 million, $27 million, and $26 million each year for fiscal years ending 2026, 2027, 2028, 2029, and 2030, respectively.

Leases

The Company leases certain manufacturing facilities, warehouses, office space, manufacturing equipment, office equipment, and automobiles. We recognize right-of-use assets and lease liabilities for leases with original lease terms greater than one year based on the present value of lease payments over the lease term using our incremental borrowing rate on a collateralized basis. Short-term leases, with original lease terms of less than one year, are not recognized on the Consolidated and Combined Balance Sheet. We are party to certain leases, namely for manufacturing facilities, which offer renewal options to extend the original lease term. Renewal options are included in the right-of-use asset and lease liability based on our assessment of the probability that the options will be exercised. See Note 5. Commitments, Leases and Contingencies.

At September 27, 2025, annual lease commitments were as follows:



		Operating Leases
2026	$	18
2027		14
2028		12
2029		9
2030		6
Thereafter		12
Total lease payments		71
Less: Interest		(8	)
Present value of lease liabilities	$	63

Income Taxes

The Company accounts for income taxes under the asset and liability approach, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequence of events that have been recognized in the Company’s Consolidated and Combined Financial Statements or income tax returns. Income taxes are recognized during the period in which the underlying transactions are recorded. Deferred taxes, with the exception of non-deductible goodwill, are provided for temporary differences between amounts of assets and liabilities as recorded for financial reporting purposes and such amounts as measured by tax laws. If the Company determines that a deferred tax asset arising from temporary differences is not likely to be utilized, the Company will establish a valuation allowance against that asset to record it at its expected realizable value. The Company recognizes uncertain tax positions when it is more likely than not that the tax position will be sustained upon examination by relevant taxing authorities, based on the technical merits of the position. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company’s effective tax rate is dependent on many factors including: the impact of enacted tax laws in jurisdictions in which the Company operates; the amount of earnings by jurisdiction, due to varying tax rates in each country; and the Company’s ability to utilize foreign tax credits related to foreign taxes paid on foreign earnings that will be remitted to the U.S.

Comprehensive Income (Loss)

Comprehensive income (loss) is comprised of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) includes net unrealized gains or losses resulting from currency translations of foreign subsidiaries.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP to make extensive use of estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of sales and expenses. Actual results could differ materially from these estimates. Changes in estimates are recorded in results of operations in the period that the event or circumstances giving rise to such changes occurred.

Recently Issued Accounting Pronouncements

In ~~November~~ 2023, the ~~FASB~~Financial ~~issued~~Accounting ~~ASU~~Standards ~~2023-07,~~Board ~~"Segment Reporting~~ (~~Topic 280~~"FASB"): ~~Improvements~~issued toguidance ~~Reportable~~with ~~Segment~~the ~~Disclosures~~goal ~~(“ASU~~of ~~2023-07”).~~providing ~~The~~more ~~standard~~information ~~improves~~about reportable ~~segment disclosure requirements~~segments, ~~primarily~~including ~~through~~disaggregated ~~enhanced~~expense ~~disclosures about significant segment expenses~~information. ~~ASU~~The ~~2023-07~~Company isadopted ~~effective~~the ~~for~~guidance ~~annual~~in ~~reporting periods beginning after December 15, 2023, and interim periods within~~ fiscal ~~years~~2025 ~~beginning~~which ~~after~~did ~~December~~not ~~15,~~result ~~2024,~~in ~~with~~a ~~early~~material ~~adoption~~change ~~permitted. The guidance is~~ to ~~be applied retrospectively to all prior periods presented in the financial statements. We are currently evaluating the potential impact of adopting this new guidance on~~ our ~~consolidated~~Consolidated ~~financial statements~~ and ~~related~~Combined ~~disclosures~~Financial Statements.

In ~~December~~ 2023, the FASB issued ~~ASU~~guidance ~~2023-09,~~with ~~“Income~~the ~~Taxes~~goal ~~(Topic~~of ~~740):~~providing ~~Improvements~~more toinformation ~~Income~~in ~~Tax~~the ~~Disclosures” (“ASU 2023-09”). The standard enhances~~ income tax ~~disclosure requirements by requiring specified categories and greater disaggregation within the rate~~ reconciliation table, ~~disclosure~~and ofregarding income taxes paid. byThis ~~jurisdiction,~~Accounting ~~and~~Standard ~~provides~~Update ~~clarification on uncertain tax positions and related financial statement impacts.~~ ("ASU") ~~2023-09~~ is effective for ~~annual~~fiscal ~~periods~~years beginning after December 15, 2024., Wemay ~~are~~be ~~currently~~applied ~~evaluating~~prospectively ~~the~~or ~~potential~~retrospectively, ~~impact~~and ofallows ~~adopting~~for ~~this~~early ~~new~~adoption. ~~guidance~~The onCompany ~~our~~is ~~consolidated~~currently ~~financial~~evaluating ~~statements~~the ~~and~~impact ~~related~~of ~~disclosures~~adopting this guidance.

3 In 2024, the FASB issued guidance with the goal of providing more expense information for certain categories of expenses that are included in line items on the face of the statements of operations. ~~ACQUISITIONS~~ This ASU is effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027, and may be adopted on a prospective or retrospective basis and allows for early adoption. The Company is currently evaluating the impact of adopting this guidance.

~~On May 13, 2021, we completed the acquisition of all the outstanding equity interests in Georgia-Pacific Mt~~ 2. Holly LLC, Georgia-Pacific's U.S. nonwovens business ("Mount Holly") for $170.9 million. The Mount Holly acquisition was financed through a combination of cash on hand and borrowings under our revolving credit facility. This business includes the Mount Holly, NC manufacturing facility with annual production capacity of approximately 37,000 metric tons and an R&D center and pilot line for nonwovens product development in Memphis, TN. The Mount Holly facility produces high-quality airlaid products for the wipes, hygiene, and other nonwoven materials markets, competing in the marketplace with nonwoven technologies and substrates, as well as other materials focused primarily on consumer based end-use applications. The facility employs approximately 140 people. Mount Holly’s results are reported prospectively from the acquisition date as part of our Airlaid Materials segment. Acquisition

On October 29, 2021, we completed the acquisition of PMM Holding (Luxembourg) AG, the owner of all of the equity interest in Jacob Holm, a global leading manufacturer of premium quality spunlace nonwoven fabrics for critical cleaning, high-performance materials, personal care, hygiene and medical applications, for approximately $304.0 million for all outstanding shares and the extinguishment of Jacob Holm’s debt.The Jacob Holm acquisition was financed with the proceeds of a private placement of $500.0 million of senior notes discussed in Note 20 - "Long-term Debt." Glatfelter

~~Jacob~~ The ~~Holm~~Transaction combined GLT’s ~~broad~~sustainable ~~product~~solutions ~~offerings~~ and ~~blue-chip~~product ~~customer base expands our~~ portfolio towith ~~include surgical drapes and gowns, wound care, face masks, facial wipes and cosmetic masks. Jacob Holm~~Treasure’s ~~Sontara~~proprietary ~~brand~~technologies ~~is a leading producer of finished products for critical cleaning wipes~~ and ~~medical~~global ~~apparel, enhances our technological capabilities~~scale. ~~Jacob~~The ~~Holm~~results ~~has~~of ~~approximately~~GLT ~~760~~have ~~employees,~~been ~~operates~~included ~~production facilities~~ in the ~~United~~consolidated ~~States, France and Spain, and its revenue in 2020 totaled approximately $400.0 million. The~~ results of ~~Jacob~~the ~~Holm's~~Company ~~operations~~since ~~are reported as Spunlace, a newly formed segment, prospectively from~~ the ~~acquisition~~Closing ~~date~~Date.

Acquired property, plant and equipment in both acquisitions are being depreciated on a straight-line basis with estimated remaining lives ranging from 5 years to 35 years. Intangible assets recorded in connection with the Mount Holly acquisition consist of customer relationships and are being amortized on a straight-line basis (11 years). With respect to the Jacob Holm acquisition, identifiable intangible assets consist of trade and product names (15 to 20-year life), technical know-how (8 to 20-year life) and customer relationships (20-year life). These assets are being amortized on a straight-line basis. The goodwill arising from the acquisitions largely relates to strategic benefits, product and market diversification, assembled workforce, and similar factors. During 2022, we wrote off the entire amount of goodwill recorded as part of the Jacob Holm acquisition. Additional information is discussed in Note 6 - “Goodwill and Asset Impairments.” Goodwill recorded in connection with the Mount Holly transaction is deductible for federal tax purposes over 15 years. Additional information is discussed in Note 16 - "Goodwill and Intangible Assets." 21

In ~~connection~~The ~~with~~GLT acquisition has been accounted for under the ~~Jacob~~purchase ~~Holm~~method ~~acquisition~~of accounting and asaccordingly, ~~provided~~the ~~for~~purchase inprice has been allocated to the ~~underlying~~identifiable ~~Share~~assets ~~Purchase~~and ~~Agreement,~~liabilities webased on their fair value at the Closing Date. The Company recorded measurement period adjustments which included a $~~17.2~~ 48 million ~~indemnification~~decrease ~~asset~~in the fair value of fixed assets offset by a $45 million decrease in other long-term liabilities, related primarily to ~~certain~~deferred ~~potential~~ tax liabilities., ~~The~~resulting ~~indemnification~~in ~~asset~~a isnet ~~presented~~$27 ~~above~~million ~~under~~increase to goodwill. For the ~~caption~~year ~~"Other~~ended September 27, 2025, the Company recognized a reduction of depreciation and amortization expense of $21 million resulting from revised fair values of fixed assets and intangible assets." The Company has recognized goodwill on this Transaction primarily as a result of expected cost synergies and expects goodwill not to be deductible for tax purposes.

~~GLATFELTER~~ ~~2023~~The ~~FORM~~following ~~10-K~~table 43summarizes the final purchase price allocation:

4. DISCONTINUED OPERATIONS


Fair value of GLT common stock concurrent with closing	$	74

Identifiable assets acquired and liabilities assumed
Cash		37
Working capital(a)		247
Property, plant and equipment		589
Identifiable intangible assets		51
Other assets		69
Other long-term liabilities		(86	)
Debt		(869	)
Goodwill		36
Total consideration	$	74

~~In 2018, we completed the sale of the Specialty Papers business on a cash free and debt free basis to Pixelle Specialty Solutions LLC, an affiliate of Lindsay Goldberg~~ (~~the “Purchaser”~~a) Includes ~~for~~a $~~360~~16 million. ~~The~~step ~~sale~~up of ~~the~~inventory ~~business~~to ~~was~~fair invalue ~~connection with the strategic focus on our more growth oriented Composite Fibers and Airlaid Materials.~~

WeWhen ~~incurred~~including ~~general~~GLT ~~and~~results ~~administrative~~for ~~expenses~~the ofperiods ~~$1.0~~prior ~~million~~to the Closing Date, ~~$0.1~~unaudited ~~million~~pro forma net sales and anet ~~credit~~loss ofwere $~~0.2~~3,316 million and $(165) million, respectively, for the ~~years~~year ended ~~2023~~September 27, ~~2022~~2025, and ~~2021~~$3,496 ~~respectively.~~million ~~The~~and ~~amounts~~$(292) ~~incurred~~million, inrespectively, for the ~~past~~year ~~three~~ended ~~years~~September ~~primarily~~28, ~~represent~~2024. ~~legal~~The ~~costs~~unaudited ~~incurred~~pro toforma ~~pursue~~net ~~certain~~sales ~~legal~~and ~~claims,~~net ~~costs~~income ~~related~~figures toassume anthat ~~insurance~~the ~~claim~~Transaction ~~and~~was ~~reversals~~consummated as of ~~sales~~the ~~and~~beginning ~~use~~of ~~tax~~the ~~reserves~~relevant ~~due~~period. The tonet sales for the ~~expiration~~year ofended ~~statutes~~September of27, 2025 ~~limitation~~included $1,145 million from GLT.

~~For the years ended December 31, 2023, 2022 and 2021, we have incurred net operating cash outflows of approximately $1.2 million, $0.~~ 3 ~~million and $1~~.~~0 million,~~ Long-Term ~~respectively.~~Debt

~~5. SALE~~ ~~OF OBER~~Long-~~SCHMITTEN,~~term ~~GERMANY~~debt ~~FACILITY~~consists of the following:

In the third quarter of 2023, we sold our Composite Fibers’ Ober-Schmitten, Germany operations as part of the Company’s turnaround strategy that is aimed at improving financial performance of the Company’s overall business. The Company sold the facility for one euro and recognized a loss on the sale of $17.8 million during year ended December 31, 2023. The loss on sale is recapped as follows:


Facility	Maturity Date		2025			2024
Revolving credit facility	November 2029	$	—		$	—
Term loan	November 2031		731			—
7.25% First Priority Senior Secured Notes	November 2031		800			—
4.75% First Priority Senior Secured Notes	October 2029		500			—
Debt discounts, deferred fees and other			(79	)		—
Total long-term debt		$	1,952		$	—

In thousands
Cash	$	5,793
Accounts receivable	2,950
Inventory	5,039
Prepaids and other current assets	8,847
Property, plant and equipment	2,513
Accounts payable and accrued liabilities	(7,337)
Loss on sale	$	17,805

As part of the Transaction, the Company consummated a $785 million Term Loan due 2031 (the “Term Loan”), an $800 million issuance of 7.25 % First Priority Senior Secured Notes due 2031 (the “7.25% Notes”), and a $350 million revolving credit facility (the “Revolving Credit Facility”). The proceeds from the Term Loan and 7.25% Notes were used to retire a portion of GLT outstanding debt and fund a cash distribution to Berry. The margin for the Term Loan is 4.25% per annum plus SOFR, which was approximately 4.16%.

In Despite ~~connection~~not ~~with~~having ~~the~~financial ~~sale,~~maintenance wecovenants ~~entered~~on ~~into~~our aTerm ~~transition~~Loan ~~services~~ and ~~distribution~~secured notes, these agreements ~~with~~do ~~the~~contain ~~purchaser~~certain ~~pursuant~~negative covenants. The failure to ~~which~~comply wewith ~~agreed~~these negative covenants could restrict our ability to ~~provide~~incur ~~various~~additional ~~back-office~~indebtedness, ~~information~~affect ~~technology~~acquisitions, ~~commercial~~enter ~~and~~into ~~operations~~certain ~~support~~significant ~~until~~business ~~the~~combinations, ~~business~~make isdistributions ~~fully~~or ~~separated~~redeem ~~from~~indebtedness. usWe ~~(estimated~~are toin becompliance ~~May~~with ~~2024)~~all covenants as of September 27, 2025.

6 Debt discounts, deferred financing fees and the purchase price adjustment related to the retained GLT 4. ~~GOODWILL~~75 ~~AND~~% ~~ASSET~~First ~~IMPAIRMENTS~~Priority Senior Secured Notes are presented net of Long-term debt, less the current portion on the Consolidated and Combined Balance Sheets and are amortized to Interest expense on the Consolidated and Combined Statements of Operations through maturity.

WeThe ~~recorded~~Company has no ~~goodwill~~future maturities of long-term debt until 2029, at which point $500 million and ~~asset~~$1,531 ~~impairments~~million are due in ~~2023~~fiscal year 2029 and 2031, respectively. Net cash interest was $124 million in fiscal 2025.

During the fourth quarter of 2022, we recognized a goodwill and asset impairment charge for our Composite Fibers segment of $30.7 million. This charge includes a $20.3 million goodwill impairment for the Composite Fibers segment, primarily driven by higher valuation discount rates despite our expectation of improvements in future financial results compared to our forecast included in our valuation performed in Q1 2022. In addition, we recognized a $10.4 million non-cash asset impairment charge related to our OberSchmitten, Germany facility based on our expectations of future cash flows for this site. The facility was sold in the third quarter of 2023, as discussed in Note 5 - “Sale of Ober-Schmitten, Germany Facility.”22

~~During the third quarter of 2022, we recognized a non-cash goodwill impairment charge for our Spunlace segment of $42~~ 4.5 Financial ~~million.~~Instruments The Spunlace segment has faced continued inflationary challenges which had escalated since our acquisition of this business in late 2021. Our selling price increases in 2022 were insufficient to offset the impact of inflation. Furthermore, the Spunlace segment has been impacted by unexpected supply chain and ~~other~~Fair ~~operational~~Value ~~issues which, in combination with the commercial issues, resulted in an unexpected increase in operating losses.~~ Measurements

In the ~~first~~normal ~~quarter~~course of ~~2022~~business, inthe ~~connection~~Company ~~with~~is anexposed ~~assessment~~to ofcertain ~~potential~~risks ~~impairment~~arising ~~of long-lived and indefinite-lived intangible assets stemming~~ from ~~the~~business ~~compounding~~operations ~~impacts resulting from the Russia/Ukraine military conflict~~ and ~~related~~economic ~~sanctions, we recorded a $117~~factors.3 The ~~million~~Company ~~non-cash~~may ~~asset~~use ~~impairment~~derivative ~~charge~~financial ~~related~~instruments to ~~Composite~~help ~~Fibers'~~manage ~~Dresden~~market ~~facility~~risk and anreduce ~~impairment of Composite Fibers' goodwill. Dresden is a single-line facility that produces wallcover base paper,~~ the ~~majority~~exposure ofto ~~which~~fluctuations isin ~~sold~~foreign ~~into the Russian and Ukrainian markets~~currencies. These ~~As a direct result of the economic impacts from the conflict, and the disruptions in the underlying~~ financial ~~systems~~instruments ~~and~~are ~~prohibition~~not ofused ~~the~~for ~~export~~trading ofor ~~sanctioned~~other ~~wallcover~~speculative base paper to Russia, a charge was recorded to reduce the carrying value of the Dresden fixed assets and intangible assets (technological know-how, customer relationships, and an indefinite-lived trade name), along with Composite Fibers’ goodwill to fair valuepurposes.

~~The~~ Cross-Currency ~~following~~Swaps ~~table summarizes the impairment charges recorded in the accompanying consolidated statements of income (loss) under the caption “Goodwill and other asset impairment charges:”~~

In thousands	2023		2022		2021
Plant, property and equipment	$	—	$	37,936	$	—
Technological know-how	—		18,443		—
Customer relationships	—		11,695		—
Tradename	—		3,530		—
Goodwill	—		118,952		—
Total	$	—	$	190,556	$	—

The Company is party to certain cross-currency swaps to hedge a portion of our foreign currency risk. During fiscal 2025, the Company received net proceeds of $22 million related to the settlement of existing cross-currency rate swaps, with the offset being recorded in Accumulated other comprehensive loss. Following the settlement, the Company entered into a €250 million and a €425 million cross-currency swap, maturing November 2027 and November 2029 respectively. The swaps are designated as a hedge of the Company’s foreign currency investment in foreign subsidiaries. The loss on net investment hedges, net of tax, recorded in accumulated other comprehensive loss for the year ended September 27, 2025 was $84 million. When valuing cross-currency swaps the Company utilizes Level 2 inputs (substantially observable).

The Company records the fair value positions of ~~the~~all ~~underlying~~derivative ~~assets~~financial ~~was~~instruments ~~estimated~~on ~~using~~a ~~discounted~~net ~~cash~~basis ~~flow~~by ~~models,~~counterparty ~~independent~~for ~~appraisals~~which ~~and~~a ~~similar~~master ~~methods,~~netting ~~all~~arrangement ofis ~~which~~utilized. ~~are~~Balances ~~Level~~on 3a ~~fair~~gross ~~value~~basis ~~classification.~~are as follows:

As a result of economic sanctions and disruptions to the financial markets, certain Russian and Ukrainian customers were not expected to satisfy outstanding accounts receivables. As such, during 2022, we recognized bad debt expense of approximately $2.9 million directly related to Russian and Ukrainian customers. Furthermore, during 2022, we increased inventory reserves by approximately $0.3 million, primarily related to wallcover products. In 2023, we reversed approximately $1.4 million of bad debt expense based on actual and expected recoveries.


Derivative Instruments	Hedge Designation	Balance Sheet Location		2025			2024
Cross-currency swaps	Designated	Other long-term liabilities	$	(99	)	$	—

~~7. GAIN~~ ONThe ~~DISPOSITIONS~~effect OFof ~~PLANT,~~the ~~EQUIPMENT~~Company’s ~~AND~~derivative ~~TIMBERLANDS~~instruments on the Consolidated and Combined Statements of Operations is as follows:

During 2023, 2022 and 2021, we completed the following sales of assets:


Derivative Instruments	Statements of Operations Location		2025		2024		2023
Cross-currency swaps	Interest expense, net	$	9	$	—	$	—

Dollars in thousands	Acres	Proceeds		Gain (loss)
2023
Timberlands	546	$	1,340	$	1,305
Other	n/a	336		(194)
Total		$	1,676	$	1,111
2022
Timberlands	790	$	3,130	$	2,962
Other	n/a	69		(158)
Total		$	3,199	$	2,804
2021
Timberlands	1,796	$	5,567	$	5,239
Other	n/a	—		(170)
Total		$	5,567	$	5,069

The Company’s financial instruments consist primarily of cash and cash equivalents, long-term debt, and cross-currency swap agreements. The book value of our marketable long-term indebtedness exceeded fair value by $108 million as of September 27, 2025. The Company’s long-term debt fair values were determined using Level 2 inputs (substantially observable).

~~GLATFELTER~~Non-recurring ~~2023~~Fair ~~FORM~~Value ~~10-K 45~~Measurements

8The Company has certain assets that are measured at fair value on a non-recurring basis when impairment indicators are present or when the Company completes an acquisition. ~~REVENUE~~ The Company adjusts certain long-lived assets to fair value only when the carrying values exceed the fair values. The categorization of the framework used to value the assets is considered Level 3, due to the subjective nature of the unobservable inputs used to determine the fair value. These assets that are subject to our impairment analysis primarily include our definite lived and indefinite lived intangible assets, including Goodwill and our Property, plant and equipment. The Company reviews Goodwill and other indefinite lived assets for impairment as of the first day of the fourth fiscal quarter each year and more frequently if impairment indicators exist. As a result of the fiscal 2024 assessment, the Company recorded an impairment charge of $172 million. No impairment indicators were identified in the current year.

~~The~~ Included in the following ~~table~~tables ~~sets~~are ~~forth~~the ~~disaggregated~~major ~~information~~categories ~~pertaining~~of toassets ~~our~~and ~~net~~their ~~sales~~current ~~from~~carrying ~~contracts~~values, along with ~~customers~~the impairment loss recognized on the fair value measurement for the period then ended:

		Year ended December 31,
	2025
In thousands		2023				2022				2021
		Level 1			Level 2			Level 3		Total			Impairment
Revenue by product category
Indefinite-lived trademarks	$	—		$	—		$	26	$	26		$	—
Airlaid Materials
Goodwill		—			—			663		663			—
Feminine hygiene		$	217,147			$	238,420			$	207,116
Definite lived intangible assets		—			—			201		201			—
Specialty wipes		167,702				156,516				110,201
Property, plant, and equipment		—			—			1,476		1,476			—
Tabletop		109,293				117,070				76,904
Total	$	—		$	—		$	2,366	$	2,366		$	—
Adult incontinence		29,611				27,102				22,034
Home care		27,424				25,842				25,575
Food pads		13,143				13,787				11,337
Other		22,160				22,777				17,083
		586,480				601,514				470,250
Composite Fibers
Food & beverage		287,040				309,065				298,859
Technical specialties		74,019				83,225				92,351
Wallcovering		61,607				53,156				88,057
Composite laminates		35,869				43,088				43,438
Metallized		24,982				35,329				34,102
		483,517				523,863				556,807
Spunlace
Consumer wipes		137,147				154,913				23,937
Critical cleaning		101,725				109,362				16,871
Health care		43,841				55,002				10,785
Hygiene		21,233				23,626				3,428
High performance		12,410				13,438				1,483
Beauty care		1,560				9,608				1,133
		317,916				365,949				57,637
Inter-segment sales elimination		(2,397)				—				—
Total		$	1,385,516			$	1,491,326			$	1,084,694

		Year ended December 31,
	2024
In thousands		2023				2022				2021
		Level 1			Level 2			Level 3		Total			Impairment
Revenue by geography
Indefinite-lived trademarks	$	—		$	—		$	26	$	26		$	—
Airlaid Materials
Goodwill		—			—			624		624			(171	)
Americas		$	327,200			$	324,710			$	237,808
Definite lived intangible assets		—			—			200		200			(1	)
Europe, Middle East and Africa		246,073				263,843				223,718
Property, plant, and equipment		—			—			949		949			—
Asia Pacific		13,207				12,961				8,724
Total	$	—		$	—		$	1,799	$	1,799		$	(172	)
		586,480				601,514				470,250
Composite Fibers
Europe, Middle East and Africa		278,951				262,750				333,608
Americas		127,805				160,541				134,753
Asia Pacific		76,761				100,572				88,446
		483,517				523,863				556,807
Spunlace
Americas		203,492				210,812				30,815
Europe, Middle East and Africa		88,132				110,638				19,990
Asia Pacific		26,292				44,499				6,832
		317,916				365,949				57,637
Inter-segment sales elimination		(2,397)				—				—
Total		$	1,385,516			$	1,491,326			$	1,084,694

~~9. EARNINGS PER SHARE~~23

	Year ended December 31,
In thousands, except per share	2023		2022		2021
Net income (loss)	$	(79,053)	$	(194,208)	$	6,937
Weighted average common shares outstanding used in basic EPS	45,058		44,828		44,551
Common shares issuable upon exercise of dilutive stock options and PSAs / RSUs	—		—		373
Weighted average common shares outstanding and common share equivalents used in diluted EPS	45,058		44,828		44,924
Earnings (loss) per share
Continuing operations	$	(1.73)	$	(4.33)	$	0.15
Discontinued operations	(0.02)		—		—

5. Commitments, Leases and Contingencies

The ~~following~~Company ~~table~~has ~~sets~~various ~~forth~~purchase ~~the~~commitments ~~potential common shares outstanding~~ for ~~stock~~raw ~~options~~materials, ~~that~~supplies ~~were~~and ~~not~~property ~~included~~and inequipment ~~the~~incidental ~~computation~~to ~~of diluted EPS for~~ the ~~period~~ordinary ~~indicated,~~conduct ~~because~~of ~~their effect would be anti-dilutive:~~business.

	Year ended December 31,
In thousands	2023	2022	2021
Potential common shares	532	770	1,079

Leases

~~GLATFELTER~~ The ~~2023~~Company ~~FORM~~leases ~~10-K~~certain 47manufacturing facilities, warehouses, office space, manufacturing equipment, office equipment, and automobiles. Finance leases are not material for all periods presented.

~~10. ACCUMULATED~~ Supplemental ~~OTHER~~lease ~~COMPREHENSIVE~~information ~~INCOME~~is as follows:

The following table sets forth details of the changes in accumulated other comprehensive income (losses) for the three years ended December 31, 2023, 2022 and 2021.


Leases	Classification		2025		2024
Operating leases:
Operating lease right-of-use assets	Right-of-use asset	$	62	$	49
Current operating lease liabilities	Other current liabilities		18		11
Noncurrent operating lease liabilities	Operating lease liabilities		45		39

In thousands			Currencytranslationadjustments				Unrealizedgain (loss)on cashflow hedges		Change inpensions		Change inotherpostretirementdefinedbenefitplans		Total
Lease Type	Cash Flow Classification	Lease Expense Category		2025		2024
Balance at January 1, 2023			$	(106,242)			$	11,176	$	(3,247)	$	418	$	(97,895)
Operating leases	Operating cash flows	Lease cost	$	25	$	15
Other comprehensive income (loss) before reclassifications (net of tax)			15,509				735		(163)		(27)		16,054
Amounts reclassified from accumulated other comprehensive income (net of tax)			—				(1,356)		718		(30)		(668)
Net current period other comprehensive income (loss)			15,509				(621)		555		(57)		15,386
Balance at December 31, 2023			$	(90,733)			$	10,555	$	(2,692)	$	361	$	(82,509)
Balance at January 1, 2022			$	(69,757)			$	1,988	$	(11,482)	$	(1,053)	$	(80,304)
Other comprehensive income (loss) before reclassifications (net of tax)			(36,485)				16,716		7,613		1,367		(10,789)
Amounts reclassified from accumulated other comprehensive income (net of tax)			—				(7,528)		622		104		(6,802)
Net current period other comprehensive income (loss)			(36,485)				9,188		8,235		1,471		(17,591)
Balance at December 31, 2022			$	(106,242)			$	11,176	$	(3,247)	$	418	$	(97,895)
Balance at January 1, 2021			$	(42,525)			$	(2,496)	$	(12,844)	$	(788)	$	(58,653)
Other comprehensive income (loss) before reclassifications (net of tax)			(27,232)				4,759		611		(79)		(21,941)
Amounts reclassified from accumulated other comprehensive income (net of tax)			—				(275)		751		(186)		290
Net current period other comprehensive income (loss)			(27,232)				4,484		1,362		(265)		(21,651)
Balance at December 31, 2021			$	(69,757)			$	1,988	$	(11,482)	$	(1,053)	$	(80,304)

The following table sets forth the amounts reclassified from accumulated other comprehensive income (losses) for the years indicated.


	2025		2024
Weighted-average remaining lease term - operating leases	5.6 years		6.5 years
Weighted-average discount rate - operating leases	4.5	%	3.5	%

	Year ended December 31,
In thousands	2023		2022		2021
Description							Line Item in Statements of Income
Cash flow hedges (Note 22)
Gains on cash flow hedges	$	(1,785)	$	(7,896)	$	(382)	Costs of products sold
Tax expense (benefit)	429		703		22		Income tax provision (benefit)
Net of tax	(1,356)		(7,193)		(360)
Loss (gain) on interest rate swaps	—		(335)		85		Interest expense
Tax expense	—		—		—		Income tax provision (benefit)
Net of tax	—		(335)		85
Total cash flow hedges	(1,356)		(7,528)		(275)
Retirement plan obligations (Note 13)
Amortization of defined benefit pension plan items
Prior service costs	23		43		47		Other, net
Actuarial losses	81		653		792		Other, net
Pension settlement	633		—		—
	737		696		839
Tax benefit	(19)		(74)		(88)		Income tax provision (benefit)
Net of tax	718		622		751
Amortization of defined benefit other plan items
Prior service costs	21		104		(233)		Other, net
Actuarial loss (gains)	(51)		—		47		Other, net
	(30)		104		(186)
Tax expense	—		—		—		Income tax provision (benefit)
Net of tax	(30)		104		(186)
Total reclassifications, net of tax	$	(668)	$	(6,802)	$	290

Right-of-use assets obtained in exchange for new operating lease liabilities were $24 million for fiscal 2025.

~~11. INCOME TAXES~~ Litigation

~~Income~~ The ~~taxes~~Company ~~are~~is ~~recognized~~party ~~for~~to ~~the~~various ~~amount~~legal ofproceedings ~~taxes~~involving ~~payable~~routine orclaims ~~refundable~~which ~~for~~are ~~the~~incidental ~~current~~to ~~year~~its ~~and~~business. Although ~~deferred~~the ~~tax~~Company’s ~~liabilities~~legal and ~~assets~~financial ~~for~~liability ~~the~~with ~~future~~respect ~~tax~~to ~~consequences~~such ofproceedings ~~events~~cannot ~~that~~be ~~have~~estimated ~~been~~with ~~recognized~~certainty, inthe ~~our~~Company ~~consolidated~~believes ~~financial~~that ~~statements~~any orultimate ~~tax~~liability ~~returns.~~would ~~The~~not ~~effects~~be ofmaterial ~~income~~to ~~taxes~~its ~~are~~Consolidated ~~measured~~and ~~based~~Combined onBalance ~~enacted~~Sheet, ~~tax~~Statements ~~laws~~of ~~and~~Operations, ~~rates~~or Cash Flows.

~~The~~ Environmental ~~provision for (benefit from) income taxes from continuing operations consisted of the following:~~Claims

	Year ended December 31,
In thousands	2023		2022		2021
Current taxes
Federal	$	2,864	$	(801)	$	(570)
State	974		239		584
Foreign	15,349		14,309		20,561
	19,187		13,747		20,575
Deferred taxes and other
Federal	(258)		(33)		(1,159)
State	(1,233)		477		234
Foreign	(10,685)		(24,466)		(12,694)
	(12,176)		(24,022)		(13,619)
Income tax provision (benefit)	$	7,011	$	(10,275)	$	6,956

Over the next 30 years, we are primarily responsible for the reimbursement of government oversight costs associated with certain environmental claims regarding the Fox River located in Wisconsin. At September 27, 2025, the outstanding balance of the environmental liability and corresponding escrow asset was $18 million and $9 million, respectively.

~~GLATFELTER~~ Tax ~~2023 FORM 10-K 49~~Claims

As part of a previous acquisition, the Company acquired a liability related to certain tax claims. Depending on the resolution of the tax claim, the final settlement calculated as of September 27, 2025 will range between $40 million and $59 million with an eventual payment to the Brazilian government and/or the selling stockholders of the previous acquisition. The ~~following~~Company ~~are~~has recorded an estimated tax liability on the ~~domestic~~Consolidated and ~~foreign~~Combined ~~components~~Balance Sheets in Other long-term liabilities as the settlement of ~~pretax~~existing ~~income~~and ~~(loss)~~potential ~~from~~claims ~~continuing~~is ~~operations:~~expected to be greater than one year.

	Year ended December 31,
In thousands	2023		2022		2021
United States	$	(60,092)	$	(63,421)	$	(44,682)
Foreign	(11,000)		(140,971)		58,359
Total pretax income (loss)	$	(71,092)	$	(204,392)	$	13,677

~~The following table sets forth a reconciliation of the statutory federal income tax rate to our actual effective tax rate for continuing operations~~ 6. Income Taxes

	Year ended December 31,
	2023		2022		2021
Federal income tax provision at statutory rate	21.0	%	21.0	%	21.0	%
State income taxes, net of federal income tax benefit	(2.3)		(0.6)		2.7
Foreign income tax rate differential	(0.1)		(4.6)		(1.9)
Tax effect of tax credits	1.0		0.1		(0.1)
Provision for (resolution of) tax matters	(6.2)		(1.4)		23.6
Rate changes due to enacted legislation	(1.3)		(0.1)		15.3
Change in reinvestment assertion	—		—		26.4
Effect of U.S. tax law change	(1.3)		(0.2)		2.8
Income inclusions from foreign subsidiaries	(1.6)		(0.6)		18.7
Stock-based compensation	(0.5)		0.7		3.9
Nondeductible officer's compensation	—		(0.3)		3.9
Valuation allowance	(30.1)		(6.8)		(3.1)
Tax effect of U.S. impairment	—		(1.5)		—
Recognition of non-U.S. intangible tax basis	—		—		(78.1)
Capitalized transaction costs	—		—		8.9
Foreign Attribute Recognition	13.0		—		—
Other	(1.5)		(0.6)		6.9
Actual tax rate	(9.9)	%	5.1	%	50.9	%

The Company is being taxed at the U.S. corporate level as a C-Corporation and has provided for U.S. Federal, State and foreign income taxes. Significant components of income tax expense for the fiscal years ended are as follows:

The effective income tax rate in the year ended December 31, 2023 was impacted by losses in the U.S. and certain foreign jurisdictions for which no income tax benefit was recorded, offset in part by the recognition of a $9.3 million deferred tax benefit associated with a notional interest deduction carryforward at a foreign subsidiary.


		2025			2024			2023
Current
U.S.
Federal	$	3		$	8		$	12
State		1			1			1
Non-U.S.		16			19			30
Total current		20			28			43
Deferred:
U.S.
Federal		(30	)		(4	)		(5	)
State		(1	)		(1	)		(2	)
Non-U.S.		4			(4	)		(2	)
Total deferred		(27	)		(9	)		(9	)
Expense (benefit) for income taxes	$	(7	)	$	19		$	34

~~The~~ ~~lower~~U.S. income ~~tax~~before ~~rate~~income intaxes ~~the~~was ~~year~~$(186) ~~ended~~million, ~~December~~$18 31million, ~~2022~~and ~~was~~$15 ~~largely~~million ~~impacted~~for byfiscal ~~the~~years ~~$119~~2025, 2024, and 2023, respectively.~~0 million~~ Non-U.S. ~~goodwill~~income ~~impairment~~before ~~charge~~income ~~(refer~~taxes towas ~~Note~~$20 million, 6$(153) million, and ~~operating~~$57 ~~losses~~million infor ~~the~~fiscal ~~U.S.~~years 2025, 2024, and ~~Spunlace~~2023, ~~operations~~respectively. inThe ~~France~~Company paid cash taxes of $22 million, ~~for~~$9 ~~which~~million, noand ~~tax~~$29 ~~benefit~~million ~~was~~in ~~recorded~~fiscal years 2025, 2024, and 2023, respectively.

The ~~effective~~reconciliation between U.S. Federal income tax ~~rate~~expense ~~for~~at the ~~year~~statutory ~~ended~~rate ~~December~~and ~~31, 2021 was unfavorably impacted by operating losses in~~ the ~~U.S.,~~Company’s ~~restructuring~~expense ~~and~~for ~~other~~income ~~non-recurring~~taxes ~~costs~~ for ~~which~~fiscal noyears ~~tax~~ended ~~benefit~~are ~~was~~as ~~recorded.~~follows:

The sources of deferred income taxes were as follows at December 31:


		2025			2024			2023
U.S. Federal income tax expense (benefit) at the statutory rate	$	(35	)	$	(28	)	$	15
Adjustments to reconcile to the income tax provision:
U.S. state income tax expense		(3	)		—			—
Federal and state credits		(1	)		(1	)		(1	)
Share-based compensation		4			—			—
Withholding taxes		(1	)		2			6
Changes in valuation allowance		31			11			5
Foreign income taxed in the U.S.		2			—			1
Brazil ICMS rate reduction		(4	)		(6	)		(2	)
Foreign operations, inclusive of rate differential		(7	)		—			3
Uncertain tax positions		2			(5	)		2
Goodwill impairment		—			44			—
Other		5			2			5
Expense (benefit) for income taxes		(7	)	$	19		$	34

In thousands	2023		2022
Reserves	$	391	$	1,489
Environmental	3,279		3,562
Compensation	2,583		2,687
Pension	1,473		2,323
Post-retirement benefits	749		795
Research & development expenses	6,062		5,986
Inventories	2,635		1,984
Tax carryforwards	101,017		61,828
Interest limitation carryforwards	59,579		9,854
Other	2,540		1,689
Deferred tax assets	180,308		92,197
Valuation allowance	(126,516)		(52,960)
Net deferred tax assets	53,792		39,237
Property	(77,518)		(79,164)
Intangible assets	(3,940)		(1,549)
Inventories	—		—
Other	(5,963)		(3,591)
Deferred tax liabilities	(87,421)		(84,304)
Net deferred tax liabilities	$	(33,629)	$	(45,067)

~~Non-current~~ ~~deferred~~Deferred ~~tax~~income taxes result from temporary differences between the amount of assets and liabilities ~~are~~recognized ~~included~~for infinancial reporting and tax purposes. The components of the ~~following~~net ~~balance~~deferred ~~sheet~~income ~~captions~~tax liability as of fiscal years ended are as follows:

			December 31,
		2025				2024
In thousands			2023					2022
Deferred tax assets:
Other assets			$	18,590				$	9,321
Accrued liabilities and reserves	$	6			$	7
Deferred income taxes			52,219					54,388
Inventories		22				3
Net operating loss carryforwards		250				103
Lease liability		9				12
Foreign tax credit carryforwards		35				19
Capitalization research and development expenditures		10				9
Hedges		23				—
Interest limitation carryforwards		68				—
Other		14				3
Total deferred tax assets		437				156
Valuation allowance		(199	)			(36	)
Total deferred tax assets, net of valuation allowance		238				120
Deferred tax liabilities:
Property, plant and equipment		139				68
Intangible assets		40				50
Leased asset		8				12
Other		21				11
Total deferred tax liabilities		208				141
Net deferred tax asset (liability)	$	30			$	(21	)

At ~~December 31,~~The ~~2023,~~Company we had ~~federal,~~$76 ~~state~~million and ~~foreign~~$57 ~~tax~~million of net ~~operating~~deferred ~~loss~~tax ~~(“NOL”)~~assets ~~carryforwards~~recorded ofin ~~$124.3 million,~~Other ~~$203.2 million~~assets, and $~~260.5~~ 46 million, ~~respectively.~~and ~~These NOL carryforwards are available to offset future taxable income.~~ $~~0.8~~ 78 million of ~~the~~net ~~federal~~deferred ~~NOL~~tax ~~carryforward~~liabilities ~~expires~~recorded in ~~2037.~~Deferred ~~The~~income ~~remaining~~taxes ~~$123.5 million~~on of the ~~federal~~Consolidated ~~NOL has an indefinite carryforward~~ and ~~never~~Combined ~~expires.~~Balance ~~The~~Sheets ~~state~~as ~~NOL~~of ~~carryforwards~~the ~~expire~~fiscal atyears ~~various~~ended ~~times~~2025 and ~~in various amounts beginning in~~ 2024., ~~Certain foreign NOL carryforwards begin to expire after 2029~~respectively.

~~The~~ As of September 27, 2025, the Company has recorded deferred tax assets related to federal, state, and ~~international~~foreign ~~NOL~~net ~~carryforwards~~operating onlosses, ~~the~~interest, ~~income~~and tax ~~returns~~credits. ~~filed~~These ~~included~~attributes ~~unrecognized~~are ~~tax~~spread ~~benefits~~across ~~taken~~multiple jurisdictions and generally have expiration periods beginning in ~~prior~~2025 ~~years~~while a portion remains available indefinitely. ~~The~~Each attribute has been assessed for realization and a valuation allowance is recorded against the deferred tax assets ~~recognized~~to ~~for~~bring ~~financial~~the ~~statement~~net ~~purposes~~amount ~~for~~recorded ~~such~~to ~~NOL~~the ~~carryforwards~~amount ~~are~~more ~~presented~~likely ~~net~~than ofnot ~~these~~to ~~unrecognized~~be realized. The valuation allowance against deferred tax ~~benefits~~assets was $199 million and $36 million as of the fiscal years ended 2025 and 2024, respectively, related to the foreign and U.S. federal and state operations.

In The ~~addition,~~Company weis ~~had~~permanently ~~various~~reinvested ~~federal~~except ~~tax~~to ~~credit~~the ~~carryforwards~~extent ~~totaling~~the ~~$15.0 million~~foreign ~~which~~earnings ~~begin~~are previously taxed or to ~~expire~~the inextent ~~2035~~that ~~and~~we ~~state~~have ~~tax~~sufficient ~~credit~~basis ~~carryforwards~~in ~~totaling~~our $3non-U.~~6 million,~~S. ~~which~~subsidiaries ~~begin~~ to ~~expire~~repatriate inearnings ~~2028~~on an income tax free basis.

As Uncertain ofTax December 31, 2023 and 2022, we had a valuation allowance of $126.5 million and $53.0 million, respectively, against net deferred tax assets, primarily due to uncertainty regarding the ability to utilize federal, state and foreign tax NOL carryforwards, federal and foreign interest deduction limitation carryforwards and certain state tax credits. In assessing the need for a valuation allowance, management considers all available positive and negative evidence in its analysis. Based on this analysis, we recorded a valuation allowance for the portion of deferred tax assets where the weight of available evidence indicated it is more likely than not that the deferred tax assets will not be realized.Positions

~~Tax~~ ~~credits~~The ~~and~~following ~~other~~table ~~incentives~~summarizes ~~reduce tax expense in~~ the ~~year~~activity ~~the~~related ~~credits~~to ~~are~~our ~~claimed.~~gross Weunrecognized ~~recorded~~ tax ~~credits~~benefits ~~of $0.5 million,~~for ~~$0.7 million~~fiscal ~~and~~years ~~$0.0 million~~ended: ~~in 2023, 2022 and 2021, respectively, related to research and development credits.~~

At December 31, 2023 and 2022, unremitted earnings of certain subsidiaries outside the United States deemed to be indefinitely reinvested totaled $94.0 million and $130.0 million, respectively. Because the unremitted earnings of those subsidiaries are deemed to be indefinitely reinvested as of December 31, 2023 and because we have no need for or plans to repatriate such earnings, no deferred tax liability has been recognized in our consolidated financial statements with regard to those subsidiaries. In 2021, we designated unremitted earnings of a subsidiary as not indefinitely reinvested. As of


		2025			2024
Beginning unrecognized tax benefits	$	12		$	17
Penalties and interest		(4	)		—
Increases recognized through acquisition		38			—
Gross increases – tax positions in prior periods		1			2
Gross increases – current period tax positions		6			—
Settlements		—			(1	)
Lapse of statute of limitations		(8	)		(6	)
Ending unrecognized tax benefits	$	45		$	12

~~GLATFELTER~~ ~~2023~~As ~~FORM~~of ~~10-K~~fiscal 51year end 2025, the amount of unrecognized tax benefit that, if recognized, would affect our effective tax rate was $45 million and we had $11 million accrued for payment of interest and penalties related to our uncertain tax positions. Our penalties and interest related to uncertain tax positions are included in income tax expense.

~~December~~ As ~~31,~~a ~~2023~~result of global operations, we ~~have~~file $2income tax returns in the U.~~3 million~~S. offederal, ~~deferred~~various state and local, and foreign jurisdictions and are routinely subject to examination by taxing authorities throughout the world. Excluding potential adjustments to net operating losses, the U.S. federal and state income tax ~~liabilities~~returns ~~recorded~~are ~~with~~no ~~regard~~longer subject to income tax assessments for years before 2021. With few exceptions, the ~~unremitted~~major ~~earnings~~foreign ofjurisdictions ~~that~~are ~~subsidiary~~no longer subject to income tax assessments for years before 2017.

As On ofJuly ~~December 31~~4, ~~2023~~2025, ~~2022~~the ~~and~~One ~~2021,~~Big weBeautiful ~~had~~Bill ~~$60.7 million,~~Act ~~$56.5 million~~(the ~~and~~“Act”) ~~$55~~was enacted.~~7 million~~ ofThe ~~gross~~Act ~~unrecognized~~provides for several corporate tax ~~benefits~~changes including, ~~respectively.~~but Asnot oflimited ~~December 31~~to, ~~2023,~~restoring iffull ~~such~~expensing ~~benefits~~of ~~were~~domestic toresearch beand ~~recognized~~development costs, ~~approximately~~restoring ~~$58.1 million~~immediate ~~would~~deductibility beof ~~recorded~~certain ascapital aexpenditures, ~~component~~and changes in the computation of ~~income~~U.S. ~~tax~~taxation ~~expense,~~on ~~thereby~~international ~~affecting~~earnings. The impact the Act had on our ~~effective~~business ~~tax~~was ~~rate~~immaterial.

~~A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows:~~ 26

In thousands	2023		2022		2021
Balance at January 1	$	56,506	$	55,660	$	46,259
Increases in tax positions for prior years	51		—		38
Decreases in tax positions for prior years	—		(995)		(638)
Acquisition related:
Purchase Accounting	—		—		12,718
Increases in tax positions for current year	5,728		3,644		3,683
Settlements	—		—		—
Lapse in statutes of limitation	(1,552)		(1,803)		(6,400)
Balance at December 31	$	60,733	$	56,506	$	55,660

7. Retirement Plans

	Open Tax Years
Jurisdiction	Examinations notyet initiated	Examination inprogress
United States
Federal	2014, 2015; 2020 - 2023	N/A
State	2019 - 2023	N/A
Canada(1)	2016 - 2018, 2023	2019-2022
Germany(1)	2020 - 2023	2016-2019
France	2023	2021-2022
United Kingdom	2022-2023	N/A
Philippines	2020, 2022-2023	N/A

The Company has employee benefit plans, all of which are frozen to new participants and existing participants from accruing additional benefits and are unfunded. The following table summarizes the change in the benefit plans for the year ended September 27, 2025 and the projected benefit obligation as of September 27, 2025.

(1)Includes provincial or similar local jurisdictions, as applicable.


		Pension Benefits
Change in Benefit Obligation:
Beginning of period	$	—
Acquisition		27
Interest cost		1
Benefits paid		(2	)
Effect of currency rate changes		1
End of period	$	27

The ~~amount~~weighted-average ofdiscount ~~income~~rate ~~taxes~~used ~~we pay is subject to ongoing audits by federal, state and foreign tax authorities, which often result~~ in ~~proposed~~determining ~~assessments. Management performs a comprehensive review of its global tax positions on a quarterly basis and accrues amounts for uncertain tax positions. Based on these reviews and~~ the projected ~~result~~benefit ofobligation ~~discussions~~at ~~and resolutions of matters with tax authorities and~~ the ~~closure~~measurement ofdate tax years subject to tax audit, reserves are adjusted as necessary. However, future results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are determined or resolved or as such statutes are closed. Due to potential for ~~resolution of federal, state and foreign examinations, and~~ the ~~expiration~~year ~~of various statutes of limitation, it is reasonably possible our gross unrecognized tax benefits may decrease within the next twelve months by a range of zero to $8.4~~was ~~million~~5. ~~The majority of this range relates to tax positions taken in foreign jurisdictions~~11%.

WeAs ~~recognize~~of ~~interest~~September ~~and~~27, ~~penalties~~2025, ~~related~~future tobenefits ~~uncertain~~expected ~~tax positions as income tax expense. The following table summarizes information related~~ to be ~~interest~~paid ~~and~~for ~~penalties~~the ondefined-benefit ~~uncertain~~plans ~~tax~~are ~~positions~~as follows:

			As of or for the year ended December 31,
Fiscal year		Pension Benefits
In thousands			2023		2022		2021
2026	$	2
Accrued interest payable			$	6,251	$	4,767	$	3,947
2027		2
Accrued penalties			2,782		2,975		3,020
2028		2
Interest expense			1,483		820		974
2029		2
2030		2
2031 through 2035		9

The Organization for Economic Cooperation and Development (“OECD”) reached agreement among various countries to implement a minimum 15% tax rate on certain multinational enterprises, commonly referred to as Pillar Two 8. Corporate ~~The~~Expense ~~minimum tax directive has been adopted by the EU for implementation by its Member States into national legislation~~ Allocation

~~effective~~ ~~for~~Based ~~fiscal~~on ~~years~~management ~~beginning~~estimates as ~~after~~part ~~2023~~of ~~and~~the ~~may~~carve-out befinancial ~~adopted~~statement byprocess, ~~other~~$3 ~~jurisdictions~~million, ~~including~~$21 ~~the~~million, $26 ~~U.S. Many~~million, ~~countries~~of ~~where~~general wecorporate ~~have~~expenses ~~operations~~including ~~continue~~information totechnology, ~~announce~~accounting, ~~changes~~legal, inhuman ~~their~~resources, ~~tax laws~~ and ~~regulations~~other ~~based~~services onwere ~~the~~allocated ~~Pillar Two principles. We continue~~ to ~~monitor~~Treasure ~~and~~during ~~evaluate~~ the ~~impact~~fiscal ofyears ~~these~~ended ~~proposed~~September ~~and~~27, ~~enacted~~2025, ~~legislative~~September ~~changes.~~28, ~~Given~~2024 ~~the~~and ~~uncertainty~~September ~~regarding~~30, ~~such proposed legislative changes~~2023, ~~the impact of Pillar Two cannot be determined at this time~~respectively.

12 9. ~~STOCK-BASED~~ Restructuring ~~COMPENSATION~~and Other Activities

OnIn ~~May 5, 2023, upon Board and shareholder approval,~~ the ~~Glatfelter~~current ~~Corporation~~fiscal ~~2022 Long-Term Incentive Plan~~year, ~~as Amended and Restated, became effective and is a successor plan to~~ the ~~Glatfelter~~Company ~~Corporation~~announced ~~2022~~cost ~~Long-Term~~savings ~~Incentive~~initiatives ~~Plan~~including ~~(collectively,~~plant ~~the~~rationalizations ~~“LTIP”),~~in ~~which~~all ~~was~~segments ~~originally effective~~ as part of ~~April~~the ~~27,~~Project ~~2005~~CORE ~~and~~restructuring ~~was subsequently amended and restated on May 4, 2017, and May 5, 2022, respectively~~plan. The ~~LTIP~~project ~~continues~~is toexpected ~~provide for the issuance of Glatfelter common stock~~ to ~~eligible~~be ~~participants~~carried inout over the ~~form~~next oftwo ~~restricted stock units~~years, ~~restricted~~with ~~stock awards, non-qualified stock options, performance shares, incentive stock options and performance units. Furthermore,~~ the ~~LTIP~~operations ~~increased~~savings ~~the~~intended ~~number~~to ~~shares~~counter ~~previously~~general ~~available~~economic ~~for issuance by 675,000 shares~~softness. ~~As of December 31, 2023, there were 2,385,486 shares of common stock available for future issuance under the LTIP.~~

~~Pursuant~~ toThe ~~terms~~table ofbelow sets forth the ~~LTIP,~~significant wecomponents ~~have~~of ~~issued~~the toRestructuring ~~eligible~~and ~~participants~~other ~~restricted~~activities, ~~stock~~including ~~units~~supply ~~(“RSUs”),~~chain ~~performance~~financing ~~share~~activity ~~awards~~charges ~~(“PSAs”)~~recognized ~~and~~for ~~stock-only~~the ~~stock~~periods ~~appreciation~~presented, ~~rights~~by ~~(“SOSARs”).~~reportable segment:

Restricted Stock Units (“RSUs”) and Performance Share Awards (“PSAs”) Awards of RSUs and PSAs are made under our LTIP. The vesting of RSUs is generally based on the passage of time, generally over a three-year period or in certain instances the RSUs were issued with three-year cliff vesting. PSAs are issued to members of management and vesting is based on achievement of cumulative financial performance targets covering a two-year period followed by an additional one-year service period. The performance measures include a minimum, target and maximum performance level providing the grantees an opportunity to receive more or less shares than targeted depending on actual financial Performance. In addition, certain PSA awards include a modifier based on the three-year total shareholder return relative to a broad market index. Other awards include a hard-wired three-year total shareholder return metric relative to a broad market index. For RSUs, the grant date fair value of the awards, or the closing price per common share on the date of the award, is used to determine the amount of expense to be recognized over the applicable service period. For PSAs, the grant date fair value is estimated using a lattice model. The significant inputs include the stock price, volatility, dividend yield, and risk-free rate of return. Settlement of RSUs and PSAs will be made in shares of our common stock currently held in treasury.


		2025		2024		2023
Americas	$	51	$	14	$	17
Rest of World		38		16		7
Consolidated	$	89	$	30	$	24

In 2023, 2022 and 2021, we issued awards to employees of RSUs and PSAs under our LTIP. RSUs vest based on the passage of time, generally over a graded three-year period or, in certain instances, cliff vest after one or three years. In addition, some awards vest over one year or less depending upon the retirement eligibility of the grantees in the LTIP. The PSAs awarded vest based on either the achievement of cumulative financial performance targets covering a two-year period or based on the three-year total shareholder return relative to a broad market index. The performance measures include a minimum, target and maximum performance level providing the grantees an opportunity to receive more or less shares than targeted depending on actual financial performance. 27

In ~~addition,~~The intable ~~2022,~~below wesets ~~issued~~forth ~~360,000~~the ~~PSAs~~activity ~~and~~with ~~240,000~~respect ~~RSUs~~ to ~~our~~the ~~new~~Restructuring ~~CEO, Thomas Fahnemann, as part of his on-boarding compensation package. These PSAs have a 3-year service~~ and ~~performance~~other ~~requirement~~activities ~~that~~accrual isat ~~based~~September ~~on our stock price achieving certain levels during the performance period. Specifically~~27, if2025: the Company’s closing stock price is $10 or higher for 20 consecutive days during the performance period, 50% of the award is achieved. If the stock price exceeds $18 per share for 20 consecutive days during the performance period 100% of the award is achieved. The RSUs vest over a three-year period with 50% vesting after two years and the remainder vesting after three years.

In 2022, in connection with his separation from the Company, certain unvested RSUs and PSAs of the former CEO were forfeited, and as a result, the Company recognized a stock-based compensation benefit of approximately $3.1 million which is included in Selling, general and administrative expense on the accompanying consolidated statements of income (loss).


	Restructuring
		Employee Severance			Facility Exit			Non-Cash			Transaction
		and Benefits			Costs			Charges			and Other(a)			Total
Balance as of fiscal 2022	$	—		$	—		$	—		$	4		$	4
Charges		10			1			—			13			24
Cash		(10	)		(1	)		—			(17	)		(28	)
Balance as of fiscal 2023	$	—		$	—		$	—		$	—		$	—
Charges		13			3			3			11			30
Non-cash items		—			—			(3	)		—			(3	)
Cash		(5	)		(3	)		—			(11	)		(19	)
Balance as of fiscal 2024	$	8		$	—		$	—		$	—		$	8
Charges		26			2			5			56			89
Non-cash items		—			—			(5	)		—			(5	)
Cash payments		(21	)		(2	)		—			(54	)		(77	)
Balance as of fiscal 2025	$	13		$	—		$	—		$	2		$	15

In(a) Includes ~~2023,~~$19 ~~the~~million Board continued to assess the executive leadership team and ultimately appointed Mr. Boris Illetschko as SVP, Chief Operating Officer who replaced Mr. Christopher Astley, SVP, Chief Commercial Officer and Mr. Wolfgang Laures, SVP Integrated Global Supply Chain & Information Technology. Upon hire, Mr. Illetschko received an equity award that followed the same design as the 2023 annual award, which consisted of ~~40%~~Transaction ~~Time~~related ~~Based~~compensation ~~RSUs and 60% PSAs. Messrs. Astley and Laures forfeited any unvested equity upon their respective separation dates.~~

~~For~~Since ~~RSUs~~2023, ~~the~~cumulative ~~grant~~costs ~~date~~attributed ~~fair value of the awards, or the closing price per common share on the date of the award, is used~~ to ~~determine~~restructuring ~~the~~programs ~~amount~~total of$63 ~~expense to be recognized over the applicable service period~~million. ~~For PSAs, the grant date fair value is estimated using a lattice model. The significant inputs include the stock price, volatility, dividend yield, and~~

~~GLATFELTER 2023 FORM~~ 10~~-K 53~~. Equity

~~risk-free~~ Equity ~~rate~~Incentive ofPlans ~~return. Settlement of RSUs and PSAs will be made in shares of our common stock currently held in treasury.~~

~~The~~In ~~following~~the ~~table~~current ~~summarizes~~fiscal ~~RSU~~year, the Company initiated shareholder-approved stock plans under which restricted stock unit ("RSUs") and ~~PSA~~performance ~~activity~~share ~~during~~units ("PSUs") have been granted to employees at the ~~past~~fair value of the Company's stock on the date of grant. RSUs generally vest ratably over a service period of three years. PSUs generally vest at the end of a performance period of three years:. Compensation cost is recorded based upon the fair value of the shares at the original grant date. The fair value of the PSUs are estimated using a Monte Carlo simulation approach. The Company had unrecognized compensation expense of $16 million on awards as of fiscal year end.

Units	2023	2022	2021
Balance at January 1,	1,650,152	1,111,382	1,071,652
Granted	1,455,665	1,452,213	374,931
Forfeited	(460,218)	(582,457)	(103,499)
Shares delivered	(371,660)	(330,986)	(231,702)
Balance at December 31,	2,273,939	1,650,152	1,111,382

Information related to the equity incentive plans as of the current fiscal year ended is as follows:

In thousands			2023				2022		2021
	2025
Compensation expense			$	2,797			$	831	$	5,063
		Number of Shares				Weighted Average
		(in thousands)				Grant Price
Awards granted		1,636			$	20.16
Awards exercised		(248	)			21.05
Awards forfeited or cancelled		(29	)			20.19
Awards outstanding, end of period		1,359				20

~~The~~ ~~amount granted in 2023, 2022 and 2021 includes 758,222, 725,812 and 162,480 PSAs, respectively, exclusive of reinvested dividends.~~ The ~~weighted~~Company ~~average~~had ~~grant~~equity ~~date~~incentive ~~fair~~shares ~~value~~available ~~per unit~~ for ~~awards~~grant inof ~~2023,~~5 ~~2022~~million ~~and~~as ~~2021 was $3.69, $8.04 and $16.71, respectively. As~~ of ~~December 31,~~September ~~2023~~27, ~~unrecognized compensation expense for outstanding RSUs and PSAs totaled $4~~2025.~~4 million. The weighted average remaining period over which the expense will be recognized is 1.79 years.~~

~~Stock~~ 11. Segment ~~Only~~and ~~Stock~~Geographic ~~Appreciation Rights The following table sets forth information related to outstanding SOSARs:~~Data

	2023				2022				2021
SOSARs	Shares		Wtd Avg Exercise Price		Shares		Wtd AvgExercise Price		Shares		Wtd AvgExercise Price
Outstanding at January 1,	769,544		$	21.34	1,079,113		$	20.42	1,082,413		$	20.40
Granted	—		—		—		—		—		—
Exercised	—		—		—		—		(3,300)		15.61
Canceled / forfeited	(238,025)		19.66		(309,569)		18.12		—		—
Outstanding at December 31,	531,519		$	22.10	769,544		$	21.34	1,079,113		$	20.42
Exercisable at December 31,	531,519		22.10		769,544		21.34		1,079,113		20.42
Vested and expected to vest	531,519		22.10		769,544		21.34		1,079,113		20.42
Compensation expense (in thousands)	$	—			$	—			$	—

The Company’s operations are organized into two operating and reportable segments: Americas and Rest of World. The structure is designed to align us with our customers, provide improved service, drive future growth, and to facilitate synergy realization. Adjusted EBITDA is the primary measure of profit (loss) used by the chief operating decision maker ("CODM"), our CEO, to evaluate the performance of and allocate resources among our reportable segments. The Company defines Adjusted EBITDA as operating income adjusted to eliminate the impact of certain items that the Company does not consider indicative of its ongoing operating performance. The Company's management, including the CODM, uses Adjusted EBITDA to evaluate segment performance and allocate resources. The accounting policies of the reportable segments are the same as those in the consolidated financial statements. The Company's CODM uses consolidated expense information in the evaluation of segment performance and to allocate resources and is not regularly provided disaggregated expense information for each of the reportable segments.

Under terms of the SOSAR, the recipients receive the right to receive a payment in the form of shares of common stock equal to the difference, if any, in the fair market value of one share of common stock at the time of exercising the SOSAR and the exercise price. No SOSARs were issued during any of the past three years. As of December 31, 2023, all issued SOSARs were vested and the intrinsic value of SOSARs was zero and the remaining weighted average contractual life of outstanding SOSARs was 1.26 years. 28

~~13. RETIREMENT~~ ~~PLANS~~Selected ~~AND~~information ~~OTHER~~by ~~POST-RETIREMENT~~reportable ~~BENEFITS~~segment is presented in the following tables:

Prior to May 2019, we provided non-contributory retirement benefits under both funded and unfunded plans to all U.S. employees and to certain non-U.S. employees in Germany. As discussed in more detail below, we terminated our U.S. qualified pension plan effective June 30, 2019 and replaced the benefits with an enhanced 401(k) defined contribution plan. Participation and benefits under the plans were based upon the employees’ date of hire. U.S. benefits accrued under the terminated pension plan was based on a final average pay formula or cash balance formula for salaried employees.


		2025			2024			2023
Net Sales
Americas	$	1,833		$	1,493		$	1,531
Rest of World		1,371			694			744
Total net sales	$	3,204		$	2,187		$	2,275

Segment operating expenses(5)
Americas	$	1,592		$	1,270		$	1,285
Rest of World		1,258			635			678
Total segment operating expenses	$	2,850		$	1,905		$	1,963

Adjusted EBITDA
Americas	$	241		$	223		$	246
Rest of World		113			59			66
Total adjusted EBITDA	$	354		$	282		$	312

Reconciling items:
Depreciation and amortization	$	206		$	175		$	169
Restructuring, transaction, business optimization and other activities(1)		94			30			24
Argentina hyperinflation(2)		4			14			10
Goodwill and other impairment		—			172			—
Corporate expense allocation(3)		3			21			26
Other non-cash charges(4)		42			11			14
Operating Income		5			(141	)		69
Interest expense, net and other expense (income), net		171			(6	)		(3	)
Income (loss) before income taxes	$	(166	)	$	(135	)	$	72

In(1) Includes ~~December~~$84 ~~2019~~million, ~~our~~$30 ~~Board~~million, ofand ~~Directors~~$24 ~~approved~~million ~~the~~of ~~freezing~~Restructuring ofand ~~benefit~~other ~~accruals~~charges in the ~~non-qualified~~fiscal ~~pension~~year ~~plan~~ended ~~for active participants effective December 31~~2025, ~~2019. As of January 1~~2024, ~~2020, each active participant’s frozen non-qualified pension benefit was transferred to a newly approved Deferred Compensation Plan non-qualified benefit plan~~ and ~~will~~2023, ~~earn interest credits going forward~~respectively.

The Deferred Compensation Plan also provides for employer contributions and the Plan may provide for elective employee deferrals. Beginning in 2022, the plan allows active in-service withdrawals for elective employee deferrals. Under the Deferred Compensation Plan, participants are eligible to receive annual Company contributions that such participants would have received under our 401(k2) Impact ~~Savings~~of ~~Plan,~~hyperinflation ~~but~~includes ~~for certain limitations imposed by~~ the ~~Internal~~adverse ~~Revenue~~impact ~~Code~~of onhighly ~~401(k)~~inflationary ~~plan~~accounting ~~contributions~~for ~~(“Company~~subsidiaries ~~Contributions”).~~in ~~Unless~~Argentina ~~otherwise~~where ~~determined by~~ the ~~Compensation~~functional ~~Committee,~~currency ~~Company~~was ~~Contributions under~~ the ~~Deferred~~Argentine ~~Compensation~~Peso ~~Plan will not exceed 7% of a~~

~~participant’s~~(3) Consists ~~annual~~of ~~eligible~~estimated ~~compensation~~parent-allocated ~~that~~charges for the period prior to merger which is inrequired ~~excess~~by ofGAAP ~~the~~as ~~Internal~~part ~~Revenue~~of ~~Code~~the ~~compensation~~carve-out ~~limit~~financial ~~for~~statement ~~401(k)~~process ~~plans.~~

As(4) Includes ofstock ~~December 31,~~compensation ~~2023~~expense and ~~2022,~~other ~~the remaining~~ non-~~contributory~~cash ~~pension~~items, ~~plans~~including ~~are~~$16 ~~unfunded~~million ~~non-qualified~~of ~~plans.~~inventory ~~Non~~step-~~U.S.~~up ~~benefits~~charges ~~were~~related ~~based~~to onthe ~~average~~GLT ~~salary~~merger and ~~years~~$5 million of ~~service.~~Restructuring Weand ~~use~~other aexpenses ~~December~~in ~~31-measurement~~the ~~date~~fiscal ~~for~~year ~~all~~ended ~~of our defined benefit plans.~~2025

We(5) Segment ~~also~~operating ~~provide~~expenses ~~certain~~include ~~health~~primarily ~~care~~cost ~~benefits to eligible U.S.-based retired employees. Participation in the plan is closed to any salaried employees hired after December 31, 2006. For retirees prior to age 65, these benefits consists~~ of ~~either~~goods asold ~~Company~~and ~~provided fixed contribution~~selling, asgeneral ~~determined~~and onadministrative an annual basis, to the participant’s health reimbursement account or providing group medical insurance coverage with a subsidy cap of $10,000 per year, as determined by date of retirement. In December 2023, the Plan was amended to transition all retiree medical benefits to the health reimbursement construct, eliminating the group medical insurance offering. For certain retirees over age 65, these benefits consists of a fixed payment to defray the costs of Medicare.expenses

All information presented in the following tables represents amounts attributable to continuing operations.


Depreciation and amortization
Americas	$	132	$	123	$	119
Rest of World		74		52		50
Total depreciation and amortization	$	206	$	175	$	169

	Pension Benefits						Other Benefits
			2025		2024
In thousands	2023				2022		2023		2022
Long-lived assets
Change in Benefit Obligation
Americas		$	1,796	$	1,460
Balance at beginning of year	$	34,729			$	44,885	$	3,380	$	5,130
Rest of World			770		461
Service cost	—				—		11		15
Total long-lived assets		$	2,566	$	1,921
Interest cost	1,417				1,054		178		131
Benefits paid	(2,527)				(2,065)		(458)		(529)
One-time settlement	(5,815)				—		—		—
Plan amendments	—				—		188		—
Actuarial (gain)/loss	223				(8,436)		(2)		(1,367)
Effect of currency rate changes	273				(709)		—		—
Balance at end of year	$	28,300			$	34,729	$	3,297	$	3,380
Change in Plan Assets
Fair value of plan assets at beginning of year	$	—			$	—	$	—	$	—
Reversion of excess plan assets	—				—		—		—
Total contributions	2,527				2,065		511		529
Benefits paid	(2,527)				(2,065)		(511)		(529)
Fair value of plan assets at end of year	—				—		—		—
Funded status at end of year	$	(28,300)			$	(34,729)	$	(3,297)	$	(3,380)

AsTotal ofassets ~~December 31,~~and ~~2023,~~capital expenditures by segment are not disclosed as the ~~non-qualified~~CODM ~~plans~~does ~~have~~not anutilize ~~unfunded~~these measures ~~projected~~to ~~benefit~~evaluate ~~obligation~~segment ofperformance ~~$28.3~~or ~~million.~~allocate resources and capital.

~~During~~Selected ~~2023,~~information weby ~~made~~geographical aregion ~~$5.8~~is ~~million~~presented ~~one-time settlement payment to our former CEO under the terms of his non-qualified pension plan~~ in ~~connection with his separation from~~ the ~~Company.~~following Intables: ~~accordance with pension settlement accounting, we recorded a $0.6 million settlement charge reflecting the recognition of amounts previously included in accumulated other comprehensive income.~~

Amounts recognized in the consolidated balance sheets consist of the following as of December 31:


		2025		2024		2023
Net sales
United States and Canada	$	1,398	$	991	$	998
Latin America		435		502		533
Rest of World		1,371		694		744
Total net sales	$	3,204	$	2,187	$	2,275

	Pension Benefits				Other Benefits
In thousands	2023		2022		2023		2022
Current liabilities	$	(2,337)	$	(8,415)	$	(552)	$	(513)
Other long-term liabilities	(25,963)		(26,314)		(2,745)		(2,886)
Net amount recognized	$	(28,300)	$	(34,729)	$	(3,297)	$	(3,399)

~~The~~ ~~components~~Selected ofinformation ~~amounts~~by ~~recognized~~product asline ~~“Accumulated~~is ~~other~~presented ~~comprehensive~~in ~~income” consist of~~ the following ~~on a pre-tax basis~~tables:

	Pension Benefits						Other Benefits
(in percentages)			2025			2024
In thousands	2023			2022			2023		2022
Net sales
Prior service credit (cost)	$	(104)		$	(127)		$	(188)	$	(21)
Personal Care			48 %			49 %
Net actuarial gain (loss)	(4,339)			(4,762)			1,095		984
Consumer Solutions			52 %			51 %
Total net sales			100 %			100 %

~~GLATFELTER~~ 12. Basic ~~2023~~and ~~FORM~~Diluted ~~10-K~~Net 55Income (Loss) Per Share

~~The~~ Basic net income or earnings per share ("EPS") is calculated by dividing the net income attributable to common stockholders by the weighted-average ~~assumptions~~number ~~used~~of incommon ~~computing~~shares outstanding during the ~~benefit~~period, ~~obligations~~without ~~above~~consideration ~~were~~for ascommon ~~follows:~~stock equivalents.

	Pension Benefits				Other Benefits
	2023		2022		2023		2022
Discount rate – benefit obligation	4.94	%	5.19	%	5.42	%	5.42	%

The following tables provide a reconciliation of the numerator and denominator of the basic and diluted EPS calculations:

The discount rates set forth above were estimated based on the modeling of expected cash flows for each of our benefit plans and selecting a portfolio of high-quality debt instruments with maturities matching the respective cash flows of each plan. The resulting discount rates as of December 31, 2023 ranged from 3.71% to 5.41% for pension plans and was 5.42% for the other benefit plans.


(in millions)		2025			2024			2023
Numerator
Consolidated net income (loss)	$	(159	)	$	(154	)	$	38
Denominator
Weighted average common shares outstanding - basic and dilutive		35.5			31.8			31.8

Net income (loss) per share:
Basic and diluted	$	(4.47	)	$	(4.84	)	$	1.19

~~Information~~ ~~for~~While ~~pension~~there ~~plans~~were ~~with~~no shares outstanding in prior periods, an ~~accumulated~~allocation ~~benefit~~of ~~obligation~~90% inof ~~excess~~the shares as of ~~plan~~the ~~assets~~completion ~~was~~of the Transaction have been provided for comparability purposes. Shares excluded from the current period calculation, as ~~follows:~~the effect of their conversion into shares of our common stock would be antidilutive, were 1.1 million.

In thousands	2023		2022
Projected benefit obligation	$	28,300	$	34,729
Accumulated benefit obligation	28,300		34,729
Fair value of plan assets	—		—

~~Net~~ Item ~~periodic~~9. CHANGES ~~benefit~~IN ~~(income)~~AND ~~expense~~DISAGREEMENTS ~~includes~~WITH ~~the~~ACCOUNTANTS ~~following~~ON ~~components:~~ACCOUNTING AND FINANCIAL DISCLOSURE

	Year ended December 31,
In thousands	2023		2022		2021
Pension Benefits
Interest cost	$	1,417	$	1,054	$	974
Amortization of prior service cost	23		43		48
Amortization of actuarial loss	81		653		790
One-time settlement charge	633		—		—
Total net periodic benefit expense	$	2,154	$	1,750	$	1,812
Other Benefits
Service cost	$	11	$	15	$	29
Interest cost	178		131		127
Amortization of prior service credit	21		104		(233)
Amortization of actuarial loss (gain)	(51)		—		47
Total net periodic benefit income	$	159	$	250	$	(30)

Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) were as follows:

	Year ended December 31,
In thousands	2023		2022
Pension Benefits
Actuarial (gains) loss	$	223	$	(8,436)
Recognized prior service costs	(23)		(43)
Recognized actuarial losses	(715)		(653)
Total recognized in other comprehensive (income) loss	(515)		(9,132)
Total recognized in net periodic benefit cost and other comprehensive loss	$	1,639	$	(7,382)
Other Benefits
Actuarial (gain) loss	$	(2)	$	(1,367)
Amortization of actuarial loss	51		—
Total recognized in other comprehensive loss	49		(1,367)
Total recognized in net periodic benefit cost and other comprehensive loss	$	208	$	(1,117)

The weighted-average assumptions used in computing the net periodic benefit expense information above were as follows:

	Year ended December 31,
	2023		2022		2021
Pension Benefits
Discount rate – benefit expense	5.19	%	2.42	%	2.17	%
Other Benefits
Discount rate – benefit expense	5.42	%	2.70	%	2.30	%

Cash Flow Benefit payments expected to be made under our non-qualified pension plans and other benefit plans are summarized below:

In thousands	Pension Benefits		Other Benefits
2024	$	2,385	$	567
2025	2,337		364
2026	2,282		321
2027	2,228		293
2028	2,158		285
2029 through 2033	10,489		1,199

Defined Contribution Plans We maintain 401(k) plans for substantially all U.S.-based employees. Employees may contribute up to 50% of their earnings, subject to certain restrictions. We currently provide a minimum company contribution equal to 7% of eligible compensation. In addition, we have provided discretionary contributions resulting in total contributions equal to 7.0%, 7.5% and 10% of compensation in 2023, 2022 and 2021, respectively. The expense associated with our 401(k) plan was $4.3 million, $2.7 million and $2.4 million in 2023, 2022 and 2021, respectively.

14. INVENTORIES

Inventories, net of reserves were as follows:

	December 31,
In thousands	2023		2022
Raw materials	$	82,012	$	109,166
In-process and finished	150,220		142,331
Supplies	66,016		57,939
Total	$	298,248	$	309,436

15. PLANT, EQUIPMENT AND TIMBERLANDS

Plant, equipment and timberlands at December 31 were as follows:

In thousands	2023		2022
Land	$	24,145	$	23,718
Building	233,048		228,310
Machinery, equipment & other	1,070,965		1,031,012
Accumulated depreciation	(696,928)		(645,404)
	631,230		637,636
Construction in progress	31,686		38,175
Total	$	662,916	$	675,811

As of December 31, 2023 and 2022, we had $4.6 million and $5.2 million, respectively, of accrued capital expenditures.

GLATFELTER 2023 FORM 10-K 57

16. GOODWILL AND INTANGIBLE ASSETS

The following table sets forth information with respect to goodwill and other intangible assets:

In thousands	Balance, Beginning 2022		Impairment		Purchase price allocation adjustment		Translation		Balance, End of 2022		Purchase price allocation adjustment		Translation		Balance, End of 2023
Goodwill
Airlaid Materials	$	109,486	$	—	$	—	$	(4,291)	$	105,195	$	—	$	2,496	$	107,691
Composite Fibers	78,438		(76,411)		—		(2,027)		—		—		—		—
Spunlace	48,241		(42,541)		(500)		(5,200)		—		—		—		—
Total	$	236,165	$	(118,952)	$	(500)	$	(11,518)	$	105,195	$	—	$	2,496	$	107,691
Other Intangible Assets	Balance, Beginning 2022		Impairment		Amortization		Translation		Balance, End of 2022		Amortization		Translation		Balance, End of 2023
Airlaid Materials
Tradename	$	4,485	$	—	$	—	$	(1,043)	$	3,442	$	—	$	124	$	3,566
Accumulated amortization	(603)		—		(170)		34		(739)		(174)		(31)		(944)
Net	3,882		—		(170)		(1,009)		2,703		(174)		93		2,622
Technology and related	17,825		—		—		(313)		17,512		—		609		18,121
Accumulated amortization	(4,552)		—		(1,131)		246		(5,437)		(1,160)		(222)		(6,819)
Net	13,273		—		(1,131)		(67)		12,075		(1,160)		387		11,302
Customer relationships and related	44,585				—		(1,433)		43,152		—		834		43,986
Accumulated amortization	(10,512)		—		(3,657)		598		(13,571)		(3,706)		(408)		(17,685)
Net	34,073		—		(3,657)		(835)		29,581		(3,706)		426		26,301
Composite Fibers
Tradename - non-amortizing	3,601		(3,530)		—		(71)		—		—		—		—
Technology and related	38,614		(37,823)		—		(791)		—		—		—		—
Accumulated amortization	(19,224)		19,380		(424)		268		—		—		—		—
Net	19,390		(18,443)		(424)		(523)		—		—		—		—
Customer relationships and related	34,739		(34,046)		—		(693)		—		—		—		—
Accumulated amortization	(22,104)		22,351		(587)		340		—		—		—		—
Net	12,635		(11,695)		(587)		(353)		—		—		—		—
Spunlace
Products and Tradenames	27,623				—		(333)		27,290		—		2,774		30,064
Accumulated amortization	(253)		—		(1,241)		(265)		(1,759)		(1,323)		(370)		(3,452)
Net	27,370		—		(1,241)		(598)		25,531		(1,323)		2,404		26,612
Technology and related	14,547				—		(175)		14,372		—		1,461		15,833
Accumulated amortization	(202)		—		(1,151)		(102)		(1,455)		(1,223)		(468)		(3,146)
Net	14,345		—		(1,151)		(277)		12,917		(1,223)		993		12,687

Customer relationships and related	28,003				—		(337)		27,666		—		2,812		30,478
Accumulated amortization	(268)		—		(1,487)		(48)		(1,803)		(1,580)		(286)		(3,669)
Net	27,735		—		(1,487)		(385)		25,863		(1,580)		2,526		26,809
Total intangibles	214,022		(75,399)		—		(5,189)		133,434		—		8,614		142,048
Total accumulated amortization	(57,718)		41,731		(9,848)		1,071		(24,764)		(9,166)		(1,785)		(35,715)
Net intangibles	$	156,304	$	(33,668)	$	(9,848)	$	(4,118)	$	108,670	$	(9,166)	$	6,829	$	106,333

The following table sets forth information pertaining to amortization of intangible assets:

In thousands	2023		2022		2021
Aggregate amortization expense:	$	9,166	$	9,848	$	9,753
Estimated amortization expense:
2024	9,408
2025	9,408
2026	9,408
2027	9,408
2028	9,408

Intangible assets are amortized on a straight-line basis. We amortize trade and product names over 15 years to 20 years; technical know-how over 8 years to 20 years; and customer relationships over 11 years to 18 years. The remaining weighted average useful life of intangible assets was 13.1 years at December 31, 2023.

17. OTHER LONG-TERM ASSETS

Other long-term assets consist of the following:

	December 31,
In thousands	2023		2022
Right-of-use asset operating leases	$	24,991	$	25,420
Deferred taxes	18,590		9,321
Jacob Holm acquisition tax indemnification asset	17,229		17,229
Fox River escrow	9,009		8,777
Restricted cash - 401(K)	794		4,902
Other	10,276		12,544
Total	$	80,889	$	78,193

18. OTHER CURRENT LIABILITIES

Other current liabilities consist of the following:

	December 31,
In thousands	2023		2022
Accrued payroll and benefits	$	28,802	$	32,863
Accrued tornado costs	29,000		—
Income taxes payable	9,285		6,179
Accrued rebates	7,100		4,328
Operating lease liability	5,063		4,488
Accrued energy costs	4,409		3,844
Accrued interest	3,626		4,147
Other accrued expenses	25,473		32,875
Total	$	112,758	$	88,724

GLATFELTER 2023 FORM 10-K 59

At December 31, 2023, other current liabilities includes a $29 million estimated accrual for a contractual obligation to repair a leased production and warehouse facility. On December 9, 2023, a series of tornados in Tennessee damaged a portion of one of the Company’s leased Spunlace converting production and warehousing facilities. Under the terms of the lease arrangement, we are responsible for building repairs and are working with our insurers to facilitate rebuilding the site. As only a portion of the facility was damaged, production was able to resume in early 2024 in the undamaged areas within the facility. The costs of the repairs will be covered by the Company's insurance and an insurance recovery receivable of approximately $27 million is reflected in other current assets in the accompanying consolidated balance sheet as of December 31, 2023. Our insurance policy includes a $5 million deductible, which has been expensed in the fourth quarter and included in Cost of Product Sold in the accompanying statement of income (loss) for the year ended December 31, 2023.

19. LEASES

We enter into a variety of arrangements in which we are the lessee for the use of automobiles, forklifts and other production equipment, production facilities, warehouses and office space. We determine if an arrangement contains a lease at inception. All our lease arrangements are operating leases and are recorded in the consolidated balance sheet under the caption “Other assets” and the lease obligation is under “Other current liabilities” and “Other long-term liabilities.” We currently do not have any finance leases.

Operating lease right of use (“ROU”) assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives received. We use our incremental borrowing rate based on information available at the commencement date in determining the lease liabilities as our leases generally do not provide an implicit rate. Lease terms may include options to extend or terminate when we are reasonably certain that the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term.

We also have arrangements with both lease and non-lease components. We elected the practical expedients not to separate non-lease components from lease components for our real estate and automobile leases and the lack of need to reassess classification. We elected to apply the short-term lease measurement and recognition exemption in which ROU assets and lease liabilities are not recognized for arrangements less than twelve months in duration.

The following table sets forth information related to our leases as of the periods indicated.

	December 31,
Dollars in thousands	2023			2022
Right of use asset	$	24,991		$	25,420
Weighted average discount rate	3.63		%	3.14		%
Weighted average remaining maturity (years)	20			21

The following table sets forth operating lease expense for the periods indicated:

	December 31,
In thousands	2023		2022
Operating lease expense	$	6,685	$	5,867

The following table sets forth required minimum lease payments for the years indicated:

In thousands
2024	$	5,671
2025	4,693
2026	2,775
2027	2,295
2028	1,694
Thereafter	18,542

20. LONG-TERM DEBT

Long-term debt is summarized as follows:

	December 31,
In thousands	2023		2022
Revolving credit facility, due Sep. 2026	$	99,450	$	118,685
4.750% Senior Notes, due Oct. 2029	500,000		500,000
11.25% Term loan, due Mar 2029	271,215		—
Term loan, due Feb 2024	—		193,588
2.05% Term Loan, due Mar 2023	—		1,423
1.30% Term Loan, due Jun 2023	—		762
1.55% Term Loan, due Sep 2025	—		3,594
1.10% Term Loan, due Mar 2024	1,005		4,848
0.57% Term Loan, due Jul 2023	—		21,332
Total long-term debt	871,670		844,232
Less current portion	(1,005)		(40,435)
Unamortized deferred issuance costs	(17,502)		(10,545)
Long-term debt, net of current portion	$	853,163	$	793,252

On September 2, 2021, we entered into a restatement agreement as part of a Fourth Amended and Restated $400.0 million Revolving Credit Facility and a €220.0 million Term Loan (collectively, the “Credit Facility ”) which matures September 6, 2026 and February 8, 2024, respectively.

Revolving Loans borrowings are available in U.S. Dollars, Euros, British Pound Sterling, and Canadian Dollars and the borrowing of Term Loans are available in Euros. The principal amount of the Term Loan amortizes in consecutive quarterly installments of principal, with each such quarterly installment to be in an amount equal to 1.25% of the Term Loan funded.

On May 9, 2022, we entered into an amendment to the Credit Agreement, which was further amended on March 30, 2023. The March 30, 2023 amendment to the Credit Agreement reduced the Revolving Credit Facility to $250.0 million and had us fully extinguish the €220.0 million Term Loan. The amendment: i) modifies the “leverage ratio” to be the ratio of consolidated senior secured debt to consolidated adjusted EBITDA ; ii) increases the maximum interest rate borrowing margin to be applied to the applicable index by 275 basis points; and iii) pledges as collateral substantially all domestic and Canadian assets to secure obligations owed under the Credit Agreement, as well as, on a second lien basis, the European assets that secure the AG Loan (as defined below). As amended, we are obligated to maintain a leverage ratio under 4.25 to 1.0 through the quarter ended December 31, 2024, stepping down to 4.0 to 1.0 at March 31, 2025, and 3.50 to 1.0 at March 31, 2026.

Borrowing rates for the Revolving Loans are determined at our option at the time of each borrowing. For all U.S. Dollar denominated Revolving Loan borrowings, the borrowing rate is either, (a) the bank’s base rate which is equal to the greater of i) the prime rate; ii) the overnight bank funding rate plus 50 basis points; or iii) the daily Simple Secured Overnight Financing Rate (“SOFR”) rate plus 100 basis points plus an applicable spread over either i), ii) or iii) ranging from 250 basis points to 400 basis points based on the Company’s leverage ratio; or (b) the daily Term SOFR-rate plus an applicable margin ranging from 350 basis points to 500 basis points based on the Company’s leverage ratio. For non-U.S. Dollar denominated borrowings, interest is based on the Euro-rate or EURIBOR-rate plus an applicable margin ranging from 350 basis points to 500 basis points based on the Company’s leverage ratio.

The Credit Agreement contains a number of customary covenants for financings of this type that, among other things, restrict our ability to dispose of or create liens on assets, incur additional indebtedness, limits certain intercompany financing arrangements, make acquisitions and engage in mergers or consolidations. The Credit Agreement also contains covenants requiring a minimum debt coverage ratio.

All remaining principal outstanding and accrued interest under the Revolving Credit Facility will be due and payable on September 2, 2026.

As of December 31, 2023, the leverage ratio and the debt service ratio, as calculated in accordance with the definition in our Credit Agreement, was 3.4x and 1.7, respectively. A breach of these requirements would give rise to certain remedies under the Revolving Credit Facility, among which is the termination of the agreement.

GLATFELTER 2023 FORM 10-K 61

On March 30, 2023, we entered into a €250.0 million Term Loan with certain affiliates of Angelo, Gordon & Co., L.P. (“AG Loan”). The net proceeds from the AG Loan were used to extinguish the €220.0 million Term Loan, to repay a portion of outstanding revolving borrowings under the Revolving Credit Facility, for working capital and general corporate purposes and to pay estimated fees and expenses.

The AG Loan will mature on March 23, 2029. Interest on the AG Loan accrues at the rate of 11.25% per annum and is payable quarterly in arrears on March 31, June 30, September 30, and December 31 each year, commencing on June 30, 2023.

The AG Loan is prepayable, in whole or in part, at any time at the prepayable premium specified in the Term Loan Agreement. Prior to September 30, 2024, we may prepay some or all of the AG Loan at a "make-whole" premium as specified.

Under the terms of the AG Loan, we have pledged as collateral substantially all assets of our subsidiaries in Germany, Luxembourg, United Kingdom, Malta and Switzerland, as well as, on a second lien basis, the domestic and Canadian assets that secure the Revolving Credit Facility.

All covenants contained in the AG Loan agreement are substantially consistent with the Credit Agreement.

On October 25, 2021, we issued $500.0 million aggregate principal amount of 4.750% senior notes due 2029 (the “Notes”). The Notes are guaranteed on a senior unsecured basis, jointly and severally, by each of our existing and future domestic restricted subsidiaries that guarantees our obligations under the Credit Agreement, and/or certain other indebtedness (the “Guarantees”).

The Notes were issued pursuant to an indenture dated as of October 25, 2021 (the “Base Indenture”), as supplemented by the supplemental indenture dated as of October 25, 2021 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among the Company, certain subsidiaries of the Company party thereto (the “Guarantors”) and Wilmington Trust, National Association, as trustee.

The net proceeds from the offering of the Notes, together with cash on hand, were used to pay the purchase price of the Jacob Holm acquisition, to repay certain indebtedness of Jacob Holm, to repay outstanding revolving borrowings under the Revolving Credit Facility, and to pay estimated fees and expenses.

The Notes will mature on November 15, 2029. Interest on the Notes accrues at the rate of 4.750% per annum and is payable semi-annually in arrears on May 15 and November 15 of each year, commencing on May 15, 2022.

The Notes are redeemable, in whole or in part, at any time at the redemption prices specified in the underlying indenture. Prior to November 15, 2024, we may redeem some or all of the Notes at a "make-whole" premium as specified.

The Notes contain various covenants customary to indebtedness of this nature, including limitations on i) the amount of indebtedness that may be incurred; ii) certain restricted payments including common stock dividends; iii) distributions from certain subsidiaries; iv) sales of assets; v) transactions amongst subsidiaries; and vi) incurrence of liens on assets. In addition, the Notes contain cross default provisions that could result in all such notes becoming due and payable in the event of a failure to repay debt outstanding under the Credit Agreement at maturity or a default under the Credit Agreement that accelerates the debt outstanding thereunder. As of December 31, 2023, we met all of the requirements of our debt covenants.

Glatfelter Gernsbach GmbH (“Gernsbach”), a wholly-owned subsidiary of ours, entered into a series of borrowing agreements with IKB Deutsche Industriebank AG, Düsseldorf (“IKB”). Each of the borrowings require quarterly repayments of principal and interest and provide for representations, warranties and covenants customary for financings of these types. The financial covenants contained in each of the IKB loans are calculated by reference to our Credit Agreement. These borrowings were fully extinguished on March 14, 2023.

In 2021, Gernsbach also entered into two fixed-rate non-amortizing term loans with certain financial institutions. Similar to the IKB loans discussed above, the financial covenants of these borrowings are calculated by reference to the Credit Agreement. On February 28, 2023, one of these term loans for €20.0 million was fully extinguished. The remaining term loan has a principal balance of $1.0 million and matures in March 2024.

Aggregated unamortized deferred debt issuance costs incurred in connection with all of our outstanding debt totaled $17.5 million at December 31, 2023. The deferred costs are being amortized on a straight-line basis over the life of the underlying instruments. Amortization expense related to deferred debt issuance costs totaled $3.0 million, $1.9 million and $0.9 million in 2023, 2022 and 2021, respectively.

The following schedule sets forth the amortization of our term loan agreements together with the maturity of our other long-term debt during the indicated year.

In thousands
2024	$	1,005
2025	—
2026	99,450
2027	—
2028	—
Thereafter	776,250

Glatfelter Corporation guarantees all debt obligations of its subsidiaries. All such obligations are recorded in these consolidated financial statements.

As of December 31, 2023 and 2022, we had $5.7 million and $4.7 million, respectively, of letters of credit issued to us by certain financial institutions. The letters of credit, which reduce amounts available under our Revolving Credit Facility, provide financial assurances for the performance of long-term monitoring activities associated with the Fox River environmental matter and for the benefit of certain state workers compensation insurance agencies in conjunction with our self-insurance program. We bear the credit risk on this amount to the extent that we do not comply with the provisions of certain agreements. No amounts are outstanding under the letters of credit.

21. FAIR VALUE OF FINANCIAL INSTRUMENTS

The amounts reported on the consolidated balance sheets for cash and cash equivalents, accounts receivable and short-term debt approximate fair value. The following table sets forth the carrying value and fair value of long-term debt as of December 31:

	2023				2022
In thousands	CarryingValue		FairValue		CarryingValue		FairValue
Revolving credit facility, due Sep. 2026	$	99,450	$	99,450	$	118,685	$	118,685
4.750% Senior Notes, due Oct. 2029	500,000		346,250		500,000		301,250
11.25% Term loan, due Mar 2029	271,215		282,586		—		188,998
Term loan, due Feb 2024	—		—		193,588		—
2.05% Term Loan, due Mar 2023	—		—		1,423		1,418
1.30% Term Loan, due Jun 2023	—		—		762		754
1.55% Term Loan, due Sep 2025	—		—		3,594		3,430
1.10% Term Loan, due Mar 2024	1,005		993		4,848		4,721
0.57% Term Loan, due Jul 2023	—		—		21,332		20,932
Total long-term debt	$	871,670	$	729,279	$	844,232	$	640,188

The values set forth above are based on observable inputs and other relevant market data (Level 2). The fair value of financial derivatives is set forth below in Note 22 – “Financial Derivatives and Hedging Activities.”

22. FINANCIAL DERIVATIVES AND HEDGING ACTIVITIES

As part of our overall risk management practices, we enter into financial derivatives primarily designed to either i) hedge foreign currency risks associated with forecasted transactions – “cash flow hedges”; ii) mitigate the impact that changes in currency exchange rates have on intercompany financing transactions and foreign currency denominated receivables and payables – “foreign currency hedges”; or iii) convert variable interest rate debt to fixed rates.

Derivatives Designated as Hedging Instruments - Cash Flow Hedges We use currency forward contracts as cash flow hedges to manage our exposure to fluctuations in the currency exchange rates on certain forecasted production costs. Currency forward contracts involve fixing the exchange for delivery of a specified amount of foreign currency on a specified date. As of December 31, 2023, the maturity of currency forward contracts ranged from one month to 15 months.

We designate certain currency forward contracts as cash flow hedges of forecasted raw material purchases, certain production costs or capital expenditures with exposure to changes in foreign currency exchange rates. Changes in the fair value of derivatives designated and that qualify as cash flow hedges of foreign exchange risk is deferred as a component of accumulated other comprehensive income in the accompanying condensed consolidated balance sheets. With respect to hedges of forecasted raw material purchases or production costs, the amount deferred is subsequently reclassified into costs

GLATFELTER 2023 FORM 10-K 63

of products sold in the period that, inventory produced using the hedged transaction, affects earnings. For hedged capital expenditures, deferred gains or losses are reclassified and included in the historical cost of the capital asset and subsequently affect earnings as depreciation is recognized.

We had the following outstanding derivatives that were used to hedge foreign exchange risks associated with forecasted transactions and designated as hedging instruments:

	December 31,
In thousands	2023	2022
Derivative
Sell/Buy - sell notional
Euro / British Pound	15,210	18,961
Philippine Peso / Euro	137,449	—
U.S. Dollar / British Pound	18,470	34,501
U.S. Dollar / Euro	277	824
Sell/Buy - buy notional
Euro / Philippine Peso	788,342	1,030,114
British Pound / Philippine Peso	923,653	1,144,839
Euro / U.S. Dollar	93,397	78,435
U.S. Dollar / Canadian Dollar	30,914	36,423
British Pound / U.S. Dollar	2,211	—

Derivatives Designated as Hedging Instruments – Net Investment Hedge The €220 million Term Loan discussed in Note 20 – “Long-Term Debt” is designated as a net investment hedge of our Euro functional currency foreign subsidiaries. During 2023, we recognized a pre-tax loss of $3.7 million and in 2022 a pre-tax gain of $10.8 million on the remeasurement of the term loan from changes in currency exchange rates. Such amounts are recorded as a component of Other Comprehensive Income (Loss).

On September 6, 2022, we terminated a $150.0 million cross currency swap agreement with certain financial institutions that was entered into in March 2022 and was to mature in May 2025. Pursuant to the terms of the swap, we had agreed to receive 4.750% interest denominated in U.S. dollars and we agreed to pay 3.06% interest denominated in euros. We designated the cross-currency swap as a hedge of our net investment in certain euro functional currency subsidiaries. We collected cash proceeds of approximately $15.2 million upon termination. The gain associated with the swap remains in accumulated other comprehensive loss.

Derivatives Not Designated as Hedging Instruments - Foreign Currency Hedges We also enter into forward foreign exchange contracts to mitigate the impact changes in currency exchange rates have on balance sheet monetary assets and liabilities. None of these contracts are designated as hedges for financial accounting purposes and, accordingly, changes in value of the foreign exchange forward contracts and in the offsetting underlying on-balance-sheet transactions are reflected in the accompanying consolidated statements of income (loss) under the caption “Other, net.”

The following sets forth derivatives used to mitigate the impact changes in currency exchange rates have on balance sheet monetary assets and liabilities:

	December 31,
In thousands	2023	2022
Derivative
Sell/Buy - sell notional
U.S. Dollar / British Pound	22,800	28,600
British Pound / Euro	3,500	2,800
U.S. Dollar / Swiss Franc	13,620	—
British Pound / Swiss Franc	2,240	2,535
Euro / Swiss Franc	4,940	—
Euro / U.S. Dollar	11,000	9,630
U.S Dollar / Philipine Peso	6,700	—
Sell/Buy - buy notional
Euro / U.S. Dollar	10,200	2,900
British Pound / Euro	6,470	15,950
Swiss Franc / Euro	—	2,250
Swiss Franc / U.S. Dollar	—	930
Chinese Yuan / U.S. Dollar	—	4,400
U.S. Dollar / Canadian Dollar	1,120	—

These contracts have maturities of one month from the date originally entered into.

Fair Value Measurements

The following table summarizes the fair values of derivative instruments as of December 31 for the year indicated and the line items in the accompanying consolidated balance sheets where the instruments are recorded:

	December 31,				December 31,
In thousands	2023		2022		2023		2022
Balance sheet caption	Prepaid Expenses and Other Current Assets				Other Current Liabilities
Designated as hedging:
Forward foreign currency exchange contracts	$	851	$	1,795	$	1,653	$	2,368
Interest rate swap	—		—		—		—
Not designated as hedging:
Forward foreign currency exchange contracts	937		797		155		317

The amounts set forth in the table above represent the net asset or liability giving effect to rights of offset with each counterparty.

The following table summarizes the amount of income or loss from derivative instruments recognized in our results of operations for the periods indicated and the line items in the accompanying consolidated statements of income (loss) where the results are recorded:

	Year ended December 31,
In thousands	2023		2022		2021
Designated as hedging:
Forward foreign currency exchange contracts:
Cost of products sold	$	(1,785)	$	(7,896)	$	(382)
Interest expense	—		(335)		85
Not designated as hedging:
Forward foreign currency exchange contracts:
Other – net	(1,378)		1,240		2,666

The impact of activity not designated as hedging was substantially all offset by the remeasurement of the underlying on-balance sheet item.

GLATFELTER 2023 FORM 10-K 65

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described in Note 2 – “Accounting Policies.”

The fair values of the foreign exchange forward contracts are considered to be Level 2. These contracts are valued using foreign currency forward and interest rate curves. The fair value of each contract is determined by comparing the contract rate to the forward rate and discounting to present value. Contracts in a gain position are recorded in the accompanying consolidated balance sheets under the caption “Prepaid expenses and other current assets” and the value of contracts in a loss position is recorded under the caption “Other current liabilities.”

A rollforward of fair value amounts recorded as a component of accumulated other comprehensive income is as follows:

In thousands	2023		2022
Balance at January 1,	$	242	$	2,889
Deferred gains on cash flow hedges	735		5,584
Reclassified to earnings	(1,785)		(8,231)
Balance at December 31,	$	(808)	$	242

We expect substantially all of the amounts recorded as a component of accumulated other comprehensive income will be realized in results of operations within the next twelve to eighteen months and the amount ultimately recognized will vary depending on actual market rates.

Credit risk related to derivative activity arises in the event a counterparty fails to meet its obligations to us. This exposure is generally limited to the amounts, if any, by which the counterparty’s obligations exceed our obligation to them. Our policy is to enter into contracts only with financial institutions which meet certain minimum credit ratings.

23. SHAREHOLDERS’ EQUITY

The following table summarizes outstanding shares of common stock:

	Year ended December 31,
In thousands	2023	2022	2021
Shares outstanding at beginning of year	44,794	44,549	44,368
Treasury shares issued for:
Restricted stock awards and performance share awards	293	245	181
Shares outstanding at end of year	45,087	44,794	44,549

24. COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS

Contractual Commitments The following table summarizes the minimum annual payments due on noncancellable operating leases and other similar contractual obligations having initial or remaining terms in excess of one year:

In thousands	Leases		Other
2024	$	5,671	$	14,446
2025	4,693		—
2026	2,775		—
2027	2,295		—
2028	1,694		—
Thereafter	18,542		—

Other contractual obligations primarily represent unconditional purchase obligations under energy supply contracts. At December 31, 2023, required minimum annual payments due under operating leases and other similar contractual obligations aggregated $35.7 million and $14.4 million, respectively.

Fox River - Neenah, Wisconsin

Background We have previously reported that we face liabilities associated with environmental claims arising out of the presence of polychlorinated biphenyls (“PCBs”) in sediments in the lower Fox River, on which our former Neenah facility was located, and in the Bay of Green Bay, Wisconsin (collectively, the “Site”). Since the early 1990s, the United States, the State of Wisconsin and two Indian tribes (collectively, the “Governments”) have pursued a cleanup of a 39-mile

stretch of river from Little Lake Butte des Morts into Green Bay and natural resource damages (“NRDs”). The United States originally notified several entities that they were potentially responsible parties (“PRPs”); however, after giving effect to settlements reached with the Governments, the remaining PRPs exposed to continuing obligations to implement the remainder of the cleanup consist of us, Georgia-Pacific Consumer Products, L.P. (“Georgia-Pacific”) and NCR Corporation. The United States Environmental Protection Agency (“EPA”) has divided the Site into five “operable units,” including the most upstream portion of the Site on which our facility was located (“OU1”) and four downstream reaches of the river and bay (“OU2-5”).

Over the past several years, we and certain other PRPs completed all remedial actions pursuant to applicable consent decrees or a Unilateral Administrative Order. In January 2019, we reached an agreement with the United States, the State of Wisconsin, and Georgia-Pacific to resolve all remaining claims among those parties. Under the Glatfelter consent decree, we are primarily responsible for long-term monitoring and maintenance in OU2-OU4a and for reimbursement of government oversight costs paid after October 2018. Finally, we remain responsible for our obligation to continue long-term monitoring and maintenance under our OU1 consent decree.

Cost estimates Our remaining obligations under the OU1 consent decree consist of long-term monitoring and maintenance. Furthermore, we are primarily responsible for long-term monitoring and maintenance in OU2-OU4a over a period of at least 30 years. The monitoring activities consist of, among others, testing fish tissue, sampling water quality and sediment, and inspections of the engineered caps. In 2018, we entered into a fixed-price, 30-year agreement with a third party for the performance of all of our monitoring and maintenance obligations in OU1 through OU4a with limited exceptions, such as, for extraordinary amounts of cap maintenance or replacement. Our obligation under this agreement is included in our total reserve for the Site. We are obligated to make the regular payments under that fixed-price contract until the remaining amount due is less than the OU1 escrow account balance. We are permitted to pay for this contract using the remaining balance of the escrow account established by us and WTM I Company (“WTM I”) another PRP, under the OU1 consent decree during any period that the balance in the escrow account exceeds the amount due under our fixed-price contract. As of December 31, 2023, the escrow account balance, which is included in the consolidated balance sheet under the caption “Other assets” totaled $9.0 million which is less than amounts due under the fixed-price contract by approximately $0.9 million. Our obligation to pay this difference is secured by a letter of credit.

Under the consent decree, we are responsible for reimbursement of government oversight costs paid from October 2018 and later over approximately the next 30 years.

Reserves for the Site Our reserve for past and future government oversight costs and long-term monitoring is set forth below:

	Year ended December 31,
In thousands	2023		2022
Balance at January 1,	$	14,547	$	16,200
Payments	(1,049)		(1,848)
Accretion	199		195
Balance at December 31,	$	13,697	$	14,547

The payments set forth above represent payments for government oversight costs for amounts due under the long-term monitoring and maintenance agreement. Of our total reserve for the Fox River, $2.0 million is recorded in the accompanying December 31, 2023, consolidated balance sheet under the caption “Environmental liabilities” and the remaining $11.7 million is recorded under the caption “Other long-term liabilities.”

Range of Reasonably Possible Outcomes. Based on our analysis of all available information, including but not limited to decisions of the courts, official documents such as records of decision, discussions with legal counsel, cost estimates for future monitoring and maintenance and other post-remediation costs to be performed at the Site, we do not believe that our costs associated with the Fox River matter could exceed the aggregate amounts accrued by a material amount.

On February 9, 2024, the Wisconsin Department of Natural Resources (“WDNR”) confirmed final completion of remediation activities for OU1 and OU2-5 of the lower Fox River and Bay of Green Bay. However, as indicated above, we are still responsible for continuing obligations to include government oversight costs and long-term monitoring.

GLATFELTER 2023 FORM 10-K 67

25. SEGMENT AND GEOGRAPHIC INFORMATION

The following table sets forth net sales, profitability and other information by segment:

	Year ended December 31,
In thousands, except per share	2023		2022		2021
Net Sales
Airlaid Material	$	586,480	$	601,514	$	470,250

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