Form 8-K

8-K — MINERALS TECHNOLOGIES INC

Accession: 0000950157-26-001063

Filed: 2026-10-02

Period: 2026-10-01

CIK: 0000891014

SIC: 2810 (INDUSTRIAL INORGANIC CHEMICALS)

Item: Other Events

Item: Financial Statements and Exhibits

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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):

October 1, 2026

MINERALS TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Delaware

001-11430

25-1190717

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

622 Third Avenue, New York, NY

10017-6707

(Address of principal executive offices)

(Zip code)

(212) 878-1800

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

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

☐

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

☐

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

☐

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

Securities registered pursuant to Section

12(b) of the Act:

Title of each

class

Trading symbol(s)

Name of each

exchange on which registered

Common Stock, $0.10 par value

MTX

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

Pricing of Notes Offering

On October 1, 2026, Minerals Technologies Inc.

(the “Company”) issued a press release announcing the pricing of the previously announced private offering (the “Offering”)

of $400 million aggregate principal amount of its 7.500% senior notes due 2032 (the “Notes”) in a transaction exempt from

registration under the Securities Act of 1933, as amended (the “Securities Act”), a copy of which is attached hereto

as Exhibit 99.1 and is incorporated herein by reference. The Offering is expected to close on October 13, 2026, subject to customary

closing conditions.

In connection with the Offering, the Company expects

to amend its credit agreement (the “Credit Agreement Amendment”) to, among other things, increase the size of the revolving

credit facility to $500.0 million and extend the maturity date of the revolving credit facility to the earlier of (i) the fifth anniversary

of the effectiveness of the Credit Agreement Amendment and (ii) 91 days prior to the stated maturity date of the $575.0 million of senior

secured term loans under the credit agreement (the “Term Loans”), unless as of such 91st day, all amounts in excess of $50.0

million of the Term Loans have been either (a) refinanced with indebtedness permitted under the credit agreement maturing later than

90 days after the scheduled maturity date of the Term Loans or (b) discharged or repaid (other than with the proceeds of any indebtedness

maturing earlier than 91 days after the scheduled maturity date of the revolving credit facility). As of the date of this current report

on Form 8-K, the Company has commitments for the full amount of the contemplated Credit Agreement Amendment. Commitments received to

date are subject to satisfactory documentation and certain other conditions. The closing of this Offering is not conditioned on the closing

of the Credit Agreement Amendment. The Credit Agreement Amendment is subject to market and other conditions and there can be no assurance

as to whether or when the Credit Agreement Amendment may be completed on the contemplated terms, if at all.

The Notes and the related guarantees have not been

registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United

States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable

state laws.

This current report does not constitute an offer

to sell or a solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state or jurisdiction

in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such

state or jurisdiction.

Forward-Looking Statements

This current report contains “forward-looking

statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Offering

and the intended use of the proceeds thereof. Forward-looking statements provide current expectations and forecasts of future events such

as new products, revenues, and financial performance, and are not limited to describing historical or current facts. They can be identified

by the use of words such as “outlook,” “forecast,” “believes,” “expects,” “plans,”

“intends,” “anticipates,” and other words and phrases of similar meaning. Forward-looking statements are necessarily

based on assumptions, estimates, and limited information available at the time they are made. A broad variety of risks and uncertainties,

both known and unknown, as well as the inaccuracy of assumptions and estimates, can affect the realization of the expectations or forecasts

in these statements. Many of these risks and uncertainties are difficult to predict or are beyond the Company’s control. Consequently,

no forward-looking statement can be guaranteed. Actual future results may vary materially. Significant factors that could affect the expectations

and forecasts include worldwide general economic, business, and industry conditions; the cyclicality of our customers’ businesses

and their changing regional demands; our ability to compete in very competitive industries; consolidation in customer industries, principally

paper, foundry, and steel; our ability to renew or extend long term sales contracts for our satellite operations; our ability to generate

cash to service our debt; our ability to comply with the covenants in the agreements governing our debt; our ability to effectively achieve

and implement our growth initiatives or consummate the transactions described in the statements; our ability to successfully develop new

products; our ability to defend our intellectual property; the increased risks of doing business abroad including with respect to changes

in tariffs; the availability of raw materials and access to ore reserves at our mining operations, or increases in costs of raw materials,

energy, or shipping; compliance with or changes to regulation in the areas of environmental, health, and safety, and tax; risks and uncertainties

related to the voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code filed by our subsidiaries BMI OldCo Inc. (f/k/a

Barretts Minerals Inc.) and Barretts Ventures Texas LLC; claims for legal, environmental, and tax matters or product stewardship issues;

operating risks and capacity limitations affecting our production facilities; seasonality of some of our businesses; cybersecurity and

other threats relating to our information technology systems; and other risk factors and cautionary statements in our 2025 Annual Report

on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other reports filed with the Securities and Exchange Commission.

The forward-looking statements contained in this current report speak only as of the date of this current report. The Company undertakes

no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. The

Company may not consummate the Offering and, if the Offering is consummated, the Company cannot provide any assurances regarding the final

terms of the Offering.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release dated October 1, 2026

104

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

SIGNATURES

Pursuant to the requirements

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

hereunto duly authorized.

DATED: October 2, 2026

Minerals Technologies Inc.

(Registrant)

By:

/s/ Timothy J. Jordan

Name:

Timothy J. Jordan

Title:

Vice President, General Counsel,

Secretary and Chief Compliance Officer

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

News Release

Minerals Technologies Inc. Announces Pricing

of Private Offering of $400 Million of Senior Notes

NEW YORK, Oct. 1, 2026 (GLOBE NEWSWIRE) -- Minerals Technologies Inc.

(NYSE: MTX) (“MTI”), a leading, technology-driven specialty minerals company, today announced the pricing of the previously

announced private offering (the “Offering”) of $400 million aggregate principal amount of its 7.500% senior notes due

2032 (the “Notes”). The initial offering price to investors will be 100.000% of the principal amount thereof. The Notes

will be guaranteed by the Company’s wholly owned domestic restricted subsidiaries that are obligors or guarantors under its senior

secured credit facilities or certain other indebtedness. The Offering is expected to close on October 13, 2026, subject to customary

closing conditions.

MTI intends to use the net proceeds from the Offering, together with cash

on hand, (i) to redeem all of its outstanding 5.000% senior notes due 2028 (the “2028 Notes”) and (ii) to pay transaction

fees and expenses related to the Offering and the concurrent amendment and extension of its revolving credit facility. This press release

does not constitute a notice of redemption and does not constitute an offer to redeem or purchase, or the solicitation of an offer to sell,

any of the 2028 Notes.

The Notes and the guarantees thereof are being offered in a private

offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Notes

and the guarantees thereof are being offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule

144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.

The Notes and the guarantees thereof have not been registered under

the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration

requirements of the Securities Act and applicable state laws.

This press release does not constitute an offer to sell, or the solicitation

of an offer to buy, the Notes, nor shall there be any sale of the Notes in any state or jurisdiction in which such offer, solicitation,

or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No assurance

can be made that the Offering will be consummated on its proposed terms or at all.

FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements”

within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Offering and the intended

use of the proceeds thereof. Forward-looking statements provide current expectations and forecasts of future events such as new products,

revenues, and financial performance, and are not limited to describing historical or current facts. They can be identified by the use

of words such as “outlook,” “forecast,” “believes,” “expects,” “plans,” “intends,”

“anticipates,” and other words and phrases of similar meaning. Forward-looking statements are necessarily based on assumptions,

estimates, and limited information available at the time they are made. A broad variety of risks and uncertainties, both known and unknown,

as well as the inaccuracy of assumptions and estimates, can affect the realization of the expectations or forecasts in these statements.

Many of these risks and uncertainties are difficult to predict or are beyond the Company’s control. Consequently, no forward-looking

statement can be guaranteed. Actual future results may vary materially. Significant factors that could affect the expectations and forecasts

include worldwide general economic, business, and industry conditions; the cyclicality of our customers’ businesses and their changing

regional demands; our ability to compete in very competitive industries; consolidation in customer industries, principally paper, foundry,

and steel; our ability to renew or extend long term sales contracts for our satellite operations; our ability to generate cash to service

our debt; our ability to comply with the covenants in the agreements governing our debt; our ability to effectively achieve and implement

our growth initiatives or consummate the transactions described in the statements; our ability to successfully develop new products; our

ability to defend our intellectual property; the increased risks of doing business abroad including with respect to changes in tariffs;

the availability of raw materials and access to ore reserves at our mining operations, or increases in costs of raw materials, energy,

or shipping; compliance with or changes to regulation in the areas of environmental, health, and safety, and tax; risks and uncertainties

related to the voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code filed by our subsidiaries BMI OldCo Inc. (f/k/a

Barretts Minerals Inc.) and Barretts Ventures Texas LLC; claims for legal, environmental, and tax matters or product stewardship issues;

operating risks and capacity limitations affecting our production facilities; seasonality of some of our businesses; cybersecurity and

other threats relating to our information technology systems; and other risk factors and cautionary statements in our 2025 Annual Report

on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other reports filed with the Securities and Exchange Commission.

The forward-looking statements contained in this press release speak only as of the date of this press release. The Company undertakes

no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. The

Company may not consummate the Offering and, if the Offering is consummated, the Company cannot provide any assurances regarding the final

terms of the Offering or its ability to effectively apply the net proceeds as described above.

About Minerals Technologies Inc.

Minerals Technologies Inc. (NYSE: MTX) is a global, technology-driven

specialty minerals company that sources, manufactures, sells, and distributes a wide range of minerals and mineral-based products and

services. We utilize our global mineral reserves, combined with our core technologies and applications, to deliver innovative products

that are an essential part of everyday life. We serve customers in consumer and industrial markets worldwide, and have 4,000 employees

in 34 countries.

Investor Relations Contact

Lydia Kopylova

lydia.kopylova@mineralstech.com

Media Contact

Stephanie Heise

stephanie.heise@mineralstech.com

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