UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 11-K



(Mark One)
[X]     ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

OR

[ ]    TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_____________to___________


Commission file number 001-32240


A.    Full title of the Plan and the address of the Plan, if different from that of the issuer named below:

NEENAH 401(k) RETIREMENT PLAN

B.    Name of issuer of the securities held pursuant to the Plan and the address of its principal executive offices:

Mativ Holdings, Inc.
100 Kimball Place, Suite 600
Alpharetta, Georgia 30009



1.    Financial Statements and Schedules

    The financial statements and for the plan have been prepared in accordance with the Employee Retirement Income Security Act of 1974, and are filed as Exhibit 99.1 hereto and incorporated by reference herein.

2.    Neenah 401(k) Retirement Plan

    The Report of Independent Registered Public Accounting Firm with respect to the financial statements and of the II is set forth in such financial statements and supplemental schedules filed as Exhibit 99.1 hereto and incorporated by reference herein.

3.Exhibits



SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, Mativ Holdings, Inc., as Plan Administrator of the SWM Retirement Savings Plan II, has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The Mativ Holdings, Inc. U.S. Benefits Administrative Committee, as Plan Administrator of the SWM Retirement Savings Plan II

Date: July 12, 2024    



By:/s/ Kimberly Karsh
Kimberly Karsh
Chairperson, Mativ Holdings, Inc. U.S. Benefits Administrative Committee


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statements No. 333‐227210, No. 333‐120866, No. 333‐120867, No. 333‐139539, No. 333‐139543 and No. 333‐188951 of Neenah, Inc. on Form S‐8 of our report dated July 12, 2024, with respect to the financial statements and schedule of the Neenah 401(k) Retirement Plan included in this Annual Report (Form 11‐K) for the year ended December 31, 2023.

/s/ Warren Averett, LLC

Atlanta, Georgia
July 12, 2024






















NEENAH 401(k)
RETIREMENT PLAN


Financial Statements as of December 31, 2023 and 2022 and for the Year Ended December 31, 2023



NEENAH 401(k)
RETIREMENT PLAN


TABLE OF CONTENTS
Page
Report of Independent Registered Public Accounting Firm
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of
December 31, 2023 and 2022		1
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 2023		2
Notes to Financial Statements as of December 31, 2023 and 2022
and for the Year Ended December 31, 2023		3


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Plan Administrator and
Participants of Neenah 401(k) Retirement Plan
Alpharetta, Georgia
 
Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of Neenah 401(k) Retirement Plan (the Plan) as of December 31, 2023, and 2022, and the related statement of changes in net assets available for benefits for the year ended December 31, 2023, and the related notes and schedule (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of Plan as of December 31, 2023, and 2022, and the changes in net assets available for benefits for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan 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. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

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 examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit 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.

Supplemental Information

The supplemental information contained in the schedule of assets (held at end of year) as of December 31, 2023 has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

We have served as the Plan’s auditor since 2016. 

/s/ Warren Averett, LLC

Warren Averett, LLC
Atlanta, Georgia
July 12, 2024



3

NEENAH 401(k) RETIREMENT PLAN

Statements of Net Assets Available for Benefits
As of December 31, 2023 and 2022
 
 As of December 31,
 20232022
ASSETS: 
Investments - at fair value$— $278,943,136 
Receivables: 
Notes receivable from participants— 1,891,384 
Total receivables— 1,891,384 
NET ASSETS AVAILABLE FOR BENEFITS$— $280,834,520 
 
See Notes to Financial Statements

4

NEENAH 401(k) RETIREMENT PLAN

Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2023
 
ADDITIONS:
INVESTMENT INCOME:
Interest and dividends$7,921,465 
Net appreciation in fair value of investments36,566,321 
Total investment income44,487,786 
CONTRIBUTIONS: 
Participants10,710,219 
Employer7,221,175 
Rollovers571,760 
Total contributions18,503,154 
Interest from notes receivable from participants107,840 
OTHER ADDITIONS:
Miscellaneous income1,700 
Deposits of uncashed checks2,196 
Self-Directed Brokerage Fund Account Activity1,081,515 
Total other additions1,085,411 
Total additions64,184,191 
DEDUCTIONS:
Benefit payments to participants(36,995,276)
Administrative expenses(146,545)
Total deductions(37,141,821)
Net increase in net assets available for benefits27,042,370 
Asset transfers out(307,876,890)
Net decrease in net assets available for benefits after transfer out(280,834,520)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year280,834,520 
End of year$— 
 
See Notes to Financial Statements

5

NEENAH 401(k) RETIREMENT PLAN
Notes to Financial Statements

 
NOTE 1 - DESCRIPTION OF THE PLAN
 
The following description of the Neenah 401(k) Retirement Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document for more complete information.

General - The Plan is a defined contribution plan established on December 1, 2004, by Neenah Inc. (the “Company”). The Plan Administrative Committee of the Board of Directors of the Company controls and manages the operation and administration of the Plan. Vanguard Fiduciary Trust Company (the “Trustee”) serves as the trustee of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.

Effective December 31, 2023, the Plan merged with SWM Retirement Savings Plan II. The Plan's net assets were transferred to the SWM Retirement Savings Plan II, as a result of the merger. This transaction is reflected within the statement of changes in net assets available for benefits as a Plan transfer.

Eligibility - An employee of the Company or a participating employer, as defined by the Plan, is eligible to participate in the Plan upon his/her date of hire.

Contributions - Each year, participants may contribute up to 75% of their annual pre-tax compensation, as defined in the Plan document, subject to certain Internal Revenue Code (“IRC”) limitations. Participants are also allowed to contribute after-tax contributions not to exceed 75% of annual compensation. Participants aged 50 years or older during the year can make catch-up contributions also subject to IRC limits. The Company makes matching contributions based upon specific eligibility rules by employee or collectively bargained agreements.

If an election is not made by an employee, the employee is automatically enrolled to contribute 6% of eligible compensation into the Plan as they become eligible to participate, with annual 1% increases of eligible compensation until the employee’s contribution deferral percentage reaches 10%. Participants may decline to participate in the Plan or change their deferral percentage in 1% increments at any time.

Participants may also contribute amounts representing distributions from other qualified benefit or defined contribution plans.
 
Participant Accounts - Individual accounts are maintained for each Plan participant. Each participant’s account is credited with the participant’s contribution, an allocation of the Company’s matching contributions, other Plan defined (“RCP”) contributions and Plan earnings and charged with withdrawals and an allocation of Plan losses and administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Investments - Participants direct the investments of their contributions, Company matching, and RCP contributions into various investment options offered by the Plan.

The Neenah, Inc. Stock Fund and the Self-Directed Brokerage Accounts are two of the investment options available to participants. Participants may not invest more than 20% and 50% of their account balances in the Neenah, Inc. Stock Fund and Self-Directed Brokerage Accounts, respectively, at any time.

Vesting - Participants are vested immediately in their contributions plus actual earnings thereon. Vesting in the Company’s matching contribution and RCP contribution portion of their accounts is based on years of continuous service. A participant is 100% vested in the Company’s contribution after three years of credited service. Participants are also 100% vested in the Company’s matching contributions upon termination of employment with the Company if the participant is age 55 or greater, is permanently and totally disabled, or has died.

Notes Receivable from Participant - Participants may borrow from their fund accounts up to maximum of $50,000 of 50% of their vested account balance (excluding RCP contributions), whichever is less. The notes are secured by the balance in the participant’s account and bear interest rates commensurate with local prevailing rates at the times funds are borrowed as determined by the Plan administrative committee. Principal and interest on such notes are paid through salary withholdings over periods generally ranging from one to four years. However, the repayment period for notes made for the purchase of a principal residence may range from one to ten years. These periods may be extended for leaves of absence due to military duty.
 
6

Payment of Benefits - Upon termination of service or attainment of age 59 1/2, a participant may generally elect to receive a lump-sum equal to the value of the participant’s vested interest in his/her account. A participant may make the following regular withdrawals at any time, as defined by the Plan:

aAfter-tax contributions, provided such amounts have been in the Plan for at least 24 months
bCompany-matching contributions, provided such amounts are vested and have been in the Plan for at least 24 months
cAny participant contributions included within his/her rollover account
dPre-tax contributions for financial hardship purposes

Forfeited Accounts - At December 31, 2023 and 2022, forfeited non-vested accounts totaled $0 and $24,883, respectively. These accounts will be used to either reduce future employer contributions or pay administrative expenses. For the year ended December 31, 2023, $259,480 in forfeiture balances were used to reduce employer contributions.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Accounting – The accompanying financial statements have been prepared on the accrual basis in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts assets, liabilities, and changes therein and disclosures of contingent assets and liabilities. Actual results could differ from those estimates.

Risk and Uncertainties – The Plan utilizes various investment securities, including mutual funds, a common/collective trust fund, employer securities, and a self-directed brokerage account. Investment securities, in general are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible the changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.

Investment Valuation and Income Recognition – The Plan’s investments are presented at fair value. The Plan holds mutual funds, common/collective trust fund, employer securities, and common stock (through the self-directed brokerage account). Shares of mutual funds, common stock, and employer securities are valued at quoted market prices, which represent the net asset value (“NAV”) of shares held by the Plan at year-end. The common/collective trust fund is valued based on the fair value of the underlying investments held by the fund less its liabilities.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Notes Receivable from Participants – Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2023 and 2022. If a participant ceases to make loan repayments and the Plan Administrator deems the participant loan to be in default, the participant loan balance is reduced and a benefit payment is recorded.

Administrative Expenses - Generally, administrative expenses of the Plan are paid by the Company, except for various costs associated with processing notes receivable from participants, account management fees, or expenses associated with investments within the self-directed brokerage account, which are paid by the Plan, as provided in the Plan document. Management fees and operating expenses charged to the Plan for investments in the mutual funds are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of investment returns for such investments.

Payment of Benefits - Benefit payments to participants are recorded upon distribution.










7

NOTE 3 - FAIR VALUE MEASUREMENTS
 
Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement, established a framework for measuring fair value that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quotes prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC Topic 820 are described below:
 
Level 1       Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
 
Level 2        Inputs to the valuation methodology include:
 
·                  Quoted prices for similar assets or liabilities in active markets;
 
·                  Quoted prices for identical or similar assets or liabilities in inactive markets;
 
·                  Inputs other than quoted prices that are observable for the asset or liability;
 
·                  Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
 
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
 
Level 3        Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
 
The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs.
 
The following is a description of the valuation methodologies used for assets measured at fair value. As of December 31, 2023 and 2022, there have been no changes in the methodologies used.

aShares of mutual funds are valued at the NAV of shares held by the Plan at year-end by obtaining quoted prices on nationally recognized securities exchanges.

a.Shares of common stock, including employer securities, are valued at the closing prices reported on the active market on which the individual securities are traded.

a.Units of participation of the common/collective trust is valued at the NAV provided by the fund’s trustee as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the fund less its liabilities.

The following tables set forth by level, within the fair value hierarchy, the Plan's assets at fair value as of December 31, 2023 and December 31, 2022:
 
 Assets at Fair Value as of December 31, 2023
 Level 1Level 2Level 3Total
Mutual funds$— $— $— $— 
Employer common stock— — — — 
Self-directed brokerage funds— — — — 
Total assets in the fair value hierarchy$— $— $— — 
Investments measured at NAV:*   
Investments at fair value   $— 
 
8

Assets at Fair Value as of December 31, 2022
Level 1Level 2Level 3Total
Mutual funds$235,991,939 $— $— $235,991,939 
Employer common stock1,914,462 — — 1,914,462 
Self-directed brokerage funds5,639,259 — — 5,639,259 
Total assets in the fair value hierarchy$243,545,660 $— $— 243,545,660 
Investments measured at NAV:*
Common/collective trust:35,397,476 
Investments at fair value$278,943,136 
 
*In accordance with FASB ASC Subtopic 820-10, certain investments that were measured at NAV per unit (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the statements of net assets available for benefits.

There were no significant transfers between Level 1 and Level 2 investments or into or out of Level 3
Investments during the years ended December 31, 2023 and 2022.
 

NOTE 4 - EXEMPT PARTY-IN-INTEREST TRANSACTIONS
 
Certain Plan investments held by the Plan were shares of mutual funds and units of a common/collective trust fund managed by the Trustee. In addition, fees paid by the Plan to the Trustee and affiliates of the Trustee for the administration of the Plan are reflected in the statement of changes in benefits for the year ended December 31, 2023. As such, these transactions qualify as exempt party-in-interest transactions. Fees paid by the Plan for investment management services were included as a reduction of the return earned on each fund.

At December 31, 2023 and 2022, the plan held 0 shares and 91,601 shares, respectively, of the Company’s common stock (the sponsoring employer), with a cost basis of $0 and $2,604,126, respectively. During the year ended December 31, 2023 the Plan recorded dividend income from the Company of $87,715.

 
NOTE 5 - PLAN TERMINATION
 
Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event that the Plan is terminated, participants would become 100% vested in their accounts.


NOTE 6 - FEDERAL INCOME TAX STATUS
 
The Internal Revenue Service has determined and informed the Company by a letter dated May 8, 2014, that the Plan and related trust are designed in accordance with applicable requirements of the IRC. However, the Plan has been amended since receiving the determination letter. The Company and Plan management believe that the Plan is currently designed and being operated in accordance with the applicable requirements of the IRC and therefore, believe that the Plan is qualified, and the related trust is tax-exempt.

U.S. GAAP requires the Company to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.



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