UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August 18~~November 12, 2025

MATTHEWS INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania

0-09115

25-0644320

(State or other jurisdiction of

Incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Two Northshore Center, Pittsburgh, PA 15212-5851

(Address of principal executive offices) (Zip Code)

(412) 442-8200

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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

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

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

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

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Class A Common Stock, $1.00 par value

MATW

Nasdaq Global Select Market

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

Emerging growth company ☐

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

Item 51.~~02.~~01 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

OnEquity ~~August 18,~~Purchase ~~2025,~~Agreement Steven F. Nicola, the Company’s Chief Financial Officer and Treasurer, informed Matthews International Corporation (“Matthews” or the “Company”) of his plans to retire effective December 31, 2025. The Company’s Board of Directors (the “Board”) extends its gratitude to Mr. Nicola for his many years of service to Matthews.

InOn ~~connection~~November 12, ~~with~~2025 (the ~~retirement~~“Effective ofDate”), ~~Mr. Nicola~~Matthews International Corporation, a Pennsylvania corporation (“Matthews”) and Duravant LLC (the ~~Board~~“Buyer”), ~~appointed~~entered ~~Daniel~~into E.an ~~Stopar~~Equity Purchase Agreement (the “Purchase Agreement”) pursuant to which, ~~age~~among 57other things, asthe ~~successor~~Buyer towill ~~Mr. Nicola~~purchase asall of the equity interests of Matthews’ ~~Chief~~Automation ~~Financial~~Solutions, ~~Officer~~LLC, a Delaware limited liability company and ~~Treasurer,~~wholly-owned ~~with~~subsidiary ~~related~~of ~~duties~~Matthews ~~expected~~(the to“Transferred ~~transition~~Entity”) ~~from~~and ~~Mr. Nicola~~certain torelated ~~Mr. Stopar~~assets ~~effective~~in ~~December~~exchange for approximately $230 1million, ~~2025.~~representing Mrcash consideration of $223.3 ~~Stopar~~million ~~currently~~plus ~~serves~~the asassumption ~~Senior~~of ~~Vice~~certain ~~President~~liabilities related to the business of the Transferred Entity, ~~Operations~~subject ~~Controller &~~to ~~Head~~adjustment following the Effective Date based on a number of ~~Global~~factors, ~~Business~~including, ~~Services~~but not limited to, indemnification obligations and the final determinations (in accordance with the Purchase Agreement) of the ~~Company~~total adjusted consideration for the Transferred Entity (based on an agreed enterprise value of $230 million, aplus ~~position~~cash, heless ~~has~~debt ~~held~~and ~~since~~transaction ~~October~~expenses ~~2020.~~and ~~Prior~~subject to ~~that,~~a ~~Mr. Stopar~~customary ~~served~~net asworking capital adjustment measured against a target amount) (the ~~Company’s~~“Consideration” ~~Vice~~and ~~President~~such sale transaction being, ~~Operations~~the ~~Controller~~“Transaction”). ~~from~~The ~~December~~Transaction ~~2017~~has tobeen ~~September~~unanimously ~~2020~~approved by the Board of Directors of Matthews.

InThe ~~connection~~Purchase ~~with~~Agreement ~~his~~contains ~~appointment,~~customary ~~Mr. Stopar~~representations ~~will~~and ~~receive~~warranties aof ~~salary,~~Matthews asregarding ~~determined~~the byTransferred ~~the~~Entity. ~~Board,~~Each ~~commensurate~~of ~~with~~Matthews ~~his~~and ~~duties~~the asBuyer ~~Chief~~has ~~Financial~~agreed ~~Officer~~to ~~and~~certain ~~Treasurer~~customary covenants, ~~paid~~including, among others and subject in ~~accordance~~all ~~with~~cases to the ~~Company’s~~terms ~~normal~~of ~~payroll~~the ~~practices.~~Purchase ~~Further,~~Agreement: ~~Mr. Stopar~~covenants isof ~~eligible~~Matthews relating to ~~receive~~the ~~annual~~conduct ~~incentive~~of ~~compensation~~the ~~based~~Transferred ~~upon~~Entity and ~~subject~~the torelated ~~the~~business ~~achievement~~during ofthe ~~performance~~interim ~~objectives~~period ~~and~~between ~~other~~the ~~terms~~Effective Date and ~~conditions~~the asclosing ~~determined~~of bythe Transaction (the ~~Board~~“Closing”); Matthews’ and~~/or~~ the ~~Company~~Transferred Entity’s ~~Compensation~~obligations ~~Committee~~to ~~under~~complete ~~the~~certain ~~Company’s~~agreed ~~2015~~restructuring ~~Incentive~~activities ~~Compensation~~with ~~Plan~~respect to the Transferred Entity, ~~along~~related ~~with~~to ~~long-term~~the ~~incentive~~Transactions ~~awards~~(the in“Restructuring”); the ~~form~~obligations of ~~equity~~Matthews ~~grants~~and ~~under~~ the ~~Company’s~~Buyer ~~Second~~to ~~Amended~~use their reasonable best efforts to take all actions and ~~Restated~~do ~~2017~~all ~~Equity~~things ~~Compensation~~necessary, ~~Plan.~~proper ~~Mr. Stopar~~or isadvisable ~~also eligible~~ (subject to ~~participate~~certain inlimitations) to obtain the ~~Company’s~~required ~~employee~~approvals ~~benefit~~to ~~plans~~be ~~and~~satisfied isas ~~party~~promptly as possible to aconsummate ~~change~~the Transaction; and non-insolicitation and non-~~control~~competition ~~agreement~~obligations ~~with~~of Matthews onwith respect to the ~~same~~business ~~terms~~of asthe ~~other~~Transferred ~~members~~Entity of(subject ~~the~~to ~~Company’s~~certain ~~executive~~agreed ~~management~~exceptions).

~~There~~Consummation ~~was~~of nothe ~~arrangement~~Transactions oris ~~understanding~~subject ~~between~~to ~~Mr.~~a number of customary conditions, including, but not limited to: (i) ~~Stopar~~the receipt of all required consents, authorizations and approvals, or expiration or termination of any ~~other~~waiting ~~person(s)~~periods, ~~pursuant~~applicable to ~~which~~the heTransactions ~~was~~under ~~selected~~the toHart-Scott-Rodino beAntitrust ~~Chief~~Improvements ~~Financial~~Act ~~Officer~~of 1976, as amended, and ~~Treasurer~~the absence of an order by a governmental entity of competent jurisdiction prohibiting the ~~Company,~~transaction ~~and~~(the ~~Mr. Stopar~~“Regulatory ~~does~~Approvals ~~not~~Condition”); ~~have~~(ii) ~~any~~subject ~~family~~to ~~relationships~~certain ~~with~~qualifications, ~~any~~the accuracy of the ~~Company’s~~representations ~~executive~~and ~~officers~~warranties orof ~~directors.~~the ~~Mr.~~parties; (iii) ~~Stopar~~the isRestructuring ~~not~~having abeen ~~party~~consummated toin ~~any~~all ~~transaction~~material ~~required~~respects toin beaccordance ~~disclosed~~with ~~pursuant~~the Purchase Agreement and the plan with respect to ~~Item~~ ~~404~~the Restructuring; (aiv) of ~~Regulation S-K promulgated~~performance ~~under~~in all material respects by the ~~Securities~~ ~~Exchange~~other ~~Act~~parties of ~~1934,~~their asrespective ~~amended~~obligations and (v) no material adverse effect having occurred with respect to the ~~“Exchange~~Transferred ~~Act”)~~Entity or its business.

~~Item 7~~The Purchase Agreement includes certain limited indemnification rights and obligations of Matthews related to, among other things, breaches of covenants, certain assets retained by Matthews and certain liabilities retained by Matthews.01 The Purchase Agreement also includes certain limited indemnification rights and obligations of the Buyer related to certain assets or liabilities of the Transferred Entity following the closing of the Transaction (unless related loss arises out of or as a result of fraud), losses arising after the closing of the Transaction from certain guarantees for the benefit of the Transferred Entity issued by Matthews, or breaches of covenants. ~~Regulation~~The FDBuyer ~~Disclosure~~has agreed to obtain representations and warranties insurance with respect to breaches or inaccuracies in Matthews’ representations and warranties in the Purchase Agreement (subject to the exclusions and other terms set forth in such policies).

OnThe ~~August 19,~~Purchase ~~2025,~~Agreement ~~the~~contains ~~Company~~certain ~~issued~~customary atermination ~~press~~rights ~~release~~for ~~announcing~~both ~~the~~Matthews ~~retirement~~and ofthe ~~Mr. Nicola~~Buyer, ~~from~~including, ~~his~~among ~~role~~others, asa ~~Chief~~provision ~~Financial~~allowing ~~Officer~~either ~~and~~Matthews ~~Treasurer~~or ofthe ~~Matthews,~~Buyer ~~along~~to ~~with~~terminate the ~~appointment~~Purchase ofAgreement ~~Mr. Stopar~~if as the ~~Company’s~~closing ~~Chief~~of ~~Financial~~the ~~Officer~~Transaction ~~and~~has ~~Treasurer,~~not ~~and~~occurred ~~the~~on ~~related~~or ~~transition~~before ofJanuary 31, ~~duties~~2026 ~~from~~(as ~~Mr. Nicola~~such todate ~~Mr. Stopar~~may ~~effective~~be ~~December 1,~~extended ~~2025.~~under Acertain ~~copy~~circumstances ofrelating to the ~~press~~Regulatory ~~release~~Approvals ~~with~~Condition, ~~respect~~but toin ~~Mr. Nicola’s~~no ~~retirement~~event ~~and~~later ~~Mr. Stopar’s~~than ~~appointment~~120 isdays ~~furnished~~after ~~hereto~~the asdate ~~Exhibit~~of 99the Purchase Agreement).1.

~~The~~A ~~information~~copy ~~furnished~~of ~~pursuant~~the toPurchase ~~Item~~Agreement ~~7.01~~is ofattached ~~this~~hereto ~~Current~~as ~~Report~~Exhibit on2.1 ~~Form 8-K shall~~and ~~not~~is beincorporated ~~deemed~~herein ~~“filed”~~by ~~for~~reference ~~purposes~~in ofits ~~Section 18~~entirety. ofThe ~~the~~foregoing ~~Exchange~~summary ~~Act~~ of ~~1934,~~the orPurchase ~~otherwise~~Agreement ~~subject~~and to the ~~liabilities~~Transaction ofin ~~that~~this ~~section,~~Item ~~nor~~1.01 ~~shall~~is itincomplete beand ~~deemed~~is ~~incorporated~~qualified byin ~~reference~~its ~~into~~entirety ~~any~~by ~~other~~reference ~~filing~~to ~~of Matthews under~~ the ~~Securities~~complete ~~Act~~text of ~~1933, as amended, or~~ the ~~Exchange~~Purchase ~~Act, except as expressly set forth by specific reference in such a filing~~Agreement.

~~Item~~The 9Purchase Agreement and the foregoing descriptions of the Purchase Agreement and the Transaction have been included to provide information regarding the terms of the Transaction.01 They are not intended to provide any other factual information about Matthews, the Buyer, the Transferred Entity or their respective businesses. ~~Financial~~The ~~Statements~~representations, warranties and ~~Exhibits~~covenants contained in the Purchase Agreement were made only as of specified dates and solely for the purposes of the Purchase Agreement, were solely for the benefit of the parties to the Purchase Agreement and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in the Purchase Agreement and discussed in the foregoing description, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties, and covenants may also be subject to a contractual standard of materiality different from those generally applicable to shareholders and reports and documents filed with the U.S. Securities and Exchange Commission (the “SEC”) and are also qualified in important part by confidential disclosure and information schedules delivered by each party in connection with the Purchase Agreement. Matthews’ shareholders are not third-party beneficiaries under the Purchase Agreement. Accordingly, Matthews’ shareholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in Matthews’ public disclosures.

Item 2.02

Results of Operations and Financial Condition.

The information set forth under Item 7.01 of this Current Report on Form 8-K is hereby incorporated by reference herein.

Item 7.01

Regulation FD.

On November 13, 2025, Matthews issued a press release announcing the execution of the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

This information, including exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to this Form 8-K in such a filing.

Forward-looking Information

Any forward-looking statements contained in this Current Report on Form 8-K are included pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions or strategies of Matthews regarding the future, and may be identified by the use of words such as “expects,” “believes,” “intends,” “projects,” “anticipates,” “estimates,” “plans,” “seeks,” “forecasts,” “predicts,” “objective,” “targets,” “potential,” “outlook,” “may,” “will,” “could” or the negative of these terms, other comparable terminology and variations thereof. Such forward-looking statements involve known and unknown risks and uncertainties that may cause Matthews’ actual results in future periods to be materially different from management’s expectations, and no assurance can be given that such expectations will prove correct. Factors that could cause the Company’s results to differ materially from the results discussed in such forward-looking statements principally include our ability to satisfy the conditions precedent to the consummation of the Transaction on the expected timeline or at all, our ability to achieve the anticipated benefits of the Transaction, our ability to achieve the anticipated benefits of the Propelis joint venture transaction, changes in domestic or international economic conditions, changes in foreign currency exchange rates, changes in interest rates, changes in the cost of materials used in the manufacture of the Company’s products, including changes in costs due to adjustments to tariffs, any impairment of goodwill or intangible assets,

environmental liability and limitations on the Company’s operations due to environmental laws and regulations, disruptions to certain services, such as telecommunications, network server maintenance, cloud computing or transaction processing services, provided to the Company by third-parties, changes in mortality and cremation rates, changes in product demand or pricing as a result of consolidation in the industries in which the Company operates, or other factors such as supply chain disruptions, labor shortages or labor cost increases, changes in product demand or pricing as a result of domestic or international competitive pressures, ability to achieve cost-reduction objectives, unknown risks in connection with the Company’s acquisitions, divestitures, and business combinations, cybersecurity concerns and costs arising with management of cybersecurity threats, effectiveness of the Company’s internal controls, compliance with domestic and foreign laws and regulations, technological factors beyond the Company’s control, impact of pandemics or similar outbreaks, or other disruptions to our industries, customers, or supply chains, the impact of global conflicts, such as the current war between Russia and Ukraine, the Company’s plans and expectations with respect to its exploration, and contemplated execution, of various strategies with respect to its portfolio of businesses, the Company’s plans and expectations with respect to its Board, and other factors described in the Company’s Annual Report on Form 10-K and other periodic filings with the SEC.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release, dated August 19, 2025, issued by Matthews International Corporation
2.1+		Equity Purchase Agreement, dated as of November 12, 2025, by and between Matthews International Corporation and Duravant LLC
99.1		Press Release, dated November 13, 2025, issued by Matthews International Corporation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

+	Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC or its staff upon request.

SIGNATURE

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

MATTHEWS INTERNATIONAL CORPORATION (Registrant) By: /s/ ~~Joseph~~Steve CF. ~~Bartolacci~~Nicola ~~Joseph~~Steven CF. ~~Bartolacci~~Nicola ~~President and~~ Chief ~~Executive~~Financial Officer and Treasurer

Date: ~~August~~November 1913, 2025

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