As filed with the U.S. Securities and Exchange Commission on March 30, 2026.

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________________

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_______________________________

The Elmet Group Co.
(Exact Name of Registrant as Specified in its Charter)
_______________________________

2 Portland Fish Pier
Suite 214
Portland, ME 04101
(207) 518-6791
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

_______________________________

Peter V. Anania
Chief Executive Officer
The Elmet Group
2 Portland Fish Pier
Suite 214
Portland, ME 04101
(207) 518-6791
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
_______________________________

with copies to:

_______________________________

Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date hereof.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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 to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

[•] Shares

Common Stock

This is the initial public offering of our common stock, par value $0.001 per share. We are offering [•] shares of our common stock. Prior to this offering, there has been no public market for our common stock. We currently expect that the initial public offering price of our shares of common stock will be between $[•] and $[•].

We intend to apply to have our common stock listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “ELMT.” No assurance can be given that our application will be approved. If our common stock is not approved for listing on Nasdaq, we will not consummate this offering.

We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company.”

Investing in our common stock is speculative and involves a high degree of risk. Please read “Risk Factors” beginning on page 19 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

____________

(1)      We have also agreed to issue to Cantor Fitzgerald & Co. (“Cantor”) certain broker warrants to purchase up to a number of shares of our common stock equal to 1.5% of the total number of shares of common stock sold in this offering (“Broker’s Warrants”). Please see “Underwriting” beginning on page 163 of this prospectus for additional information regarding underwriting discounts and commissions, expenses, the Broker’s Warrants and other compensation payable to Cantor and the other underwriters.

(2)      The proceeds, before expenses, to us presented in this table do not give effect to any exercise by the underwriters of (i) the option we have granted to the underwriters to purchase additional shares of our common stock from us as described below or (ii) the Broker’s Warrants.

We have granted a 30-day option to the representative of the underwriters to purchase up to [•] additional shares of common stock at the public offering price, less underwriting discounts and commissions, solely to cover over-allotments, if any.

The underwriters expect to deliver the shares to purchasers on or about            , 2026.

Prospectus dated            , 2026

Table of Contents

ABOUT THIS PROSPECTUS

We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. This prospectus is an offer to sell only the shares of common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell these shares of common stock in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. The information contained in this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

Persons who come into possession of this prospectus and any applicable free writing prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus and any such free writing prospectus applicable to that jurisdiction. See “Underwriting” for additional information on these restrictions.

General Information

Unless otherwise indicated or the context otherwise requires, references in this prospectus to “our Company,” “we,” “us,” “our” and “Elmet” refer to The Elmet Group Co., a Delaware corporation, and its subsidiaries. Elmet was incorporated as a Delaware corporation on September 13, 2024 and, prior to the consummation of the Reorganization (as defined in this prospectus) on January 2, 2026, did not conduct any activities other than those incidental to our formation and our initial public offering.

As of the consummation of the Reorganization on January 2, 2026, we conduct our business through our two primary operating subsidiaries, Elmet Technologies LLC, a Maine limited liability company, which we refer to as “Elmet Tech,” and Microwave Techniques LLC, a Maine limited liability company, which we refer to as “Microwave Techniques.”

Basis of Presentation

Elmet is a newly incorporated entity, has not engaged in any business or other activities except in connection with its formation and had no assets or liabilities during the periods presented in this prospectus.

Except as otherwise disclosed in this prospectus, the historical consolidated financial statements, the summary historical consolidated financial data, and the other financial information included elsewhere in this prospectus have been presented in U.S. dollars in accordance with the generally accepted accounting principles in the United States (“GAAP”). The historical consolidated financial statements, the summary historical consolidated financial data and the other financial information included elsewhere in this prospectus as of December 31, 2025 and 2024 and for the years ended December 31, 2025 and 2024 reflect the consolidated financial statements of Anania & Associates and its subsidiaries (a/k/a The Elmet Group Co.), which include Elmet Tech and Microwave Techniques. The historical financial information does not give effect to the Reorganization (as defined in this prospectus).

The Reorganization is accounted for as a reorganization of entities under common control. As a result, the consolidated financial statements of Elmet recognize the assets and liabilities received in the Reorganization at their historical carrying amounts and are reflected as if Elmet owned them as of the original dates they were under common control.

Our fiscal year ends on December 31 of each year.

Certain monetary amounts, percentages, and other figures included elsewhere in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated, may not be the arithmetic aggregation of the percentages that precede them.

Market, Industry, and Other Data

Unless otherwise indicated, information in this prospectus concerning economic conditions, our industry, our markets and our competitive position is based on a variety of sources, including information from third-party industry and academic research, publications and surveys, reports of governmental agencies and our own estimates and research. In some cases, we do not expressly refer to the sources from which the data used in this prospectus is derived.

The industry publications, surveys and forecasts and other public information generally indicate or suggest that their information has been obtained from sources believed to be reliable. None of the third-party industry publications used in this prospectus were prepared on our behalf. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” in this prospectus. All of the market and industry data used in this prospectus is inherently subject to uncertainties and involves a number of assumptions, estimates and limitations. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and us.

Trademarks

This prospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ®, TM, or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us by any other companies.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical fact contained in this prospectus, including, without limitation, statements regarding our future results of operations or financial condition, business strategy and plans, expansion plans and strategy, economic conditions, both generally and in particular in the regions in which we operate or plan to operate, and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “consider,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” and elsewhere in this prospectus, including, but not limited to, the following:

•        our market opportunities and the potential growth of those markets;

•        our strategy, expected outcomes, and growth prospects;

•        trends in our operations, industry, and markets;

•        our ability to execute our growth strategy and successfully acquire and integrate potential acquisition targets;

•        our future profitability, indebtedness, liquidity, access to capital and financial condition;

•        the amount of, and our ability to service, our current and future indebtedness;

•        any inability to attract, train or retain employees with the requisite skills and experience;

•        failure by us or our employees to obtain and maintain necessary security clearances or certifications;

•        changes in U.S. government procurement, contract or other practices or the adoption by governments of new laws, rules, regulations and programs in a manner adverse to us;

•        the termination or nonrenewal of our government contracts and subcontracts, particularly those contracts with the U.S. government and DoW;

•        availability and volatility in the prices of raw materials and energy;

•        our ability to remain in compliance with extensive laws and regulations that apply to our business and operations;

•        the increased expenses associated with being a public company;

•        changes in estimates used in recognizing revenue;

•        internal system or service failures and security breaches, including cyber intrusions, ransom attacks or other information technology exposure;

•        inherent uncertainties and potential adverse developments in legal proceedings, including litigation, audits, reviews and investigations, which may result in materially adverse judgments, settlements or other unfavorable outcomes;

•        the future trading prices of our common stock; and

•        other risks, uncertainties and factors set forth in this prospectus, including those set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.”

Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this prospectus. And while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.

RISK FACTORS

An investment in our securities is speculative and involves a high degree of risk. You should carefully consider the risks described below, which we believe represent certain of the material risks to our business, together with the information contained elsewhere in this prospectus, before you decide to invest in our shares of common stock. Please note that the risks highlighted here are not the only ones that we may face. For example, additional risks presently unknown to us or that we currently consider immaterial or unlikely to occur could also impair our operations. In addition, the risks identified reflect the Company’s beliefs about factors that could materially and adversely affect the Company and its securities in the future. References to past events are provided by way of example only and are not intended to be a complete listing of all risks, or a representation as to whether or not such factors have occurred in the past or are likely to occur in the future. If any of the following events occur or any additional risks presently unknown to us actually occur, our business, financial condition, results of operations and cash flows may be materially adversely affected. In that event, the trading price of our securities could decline and you could lose all or part of your investment.

Risks Related to Our Business, Strategy and Industry

A portion of our revenue is derived from the sale of defense-related products through various contracts and subcontracts and are subject to risks related to the U.S. government. These contracts may be suspended, canceled or delayed, which could have an adverse impact on our revenues.

Because the U.S. government is the largest end user of some of our customers’ products, representing a substantial majority of our total defense sales, we are exposed to many of the same regulatory schemes as our customers. U.S. government contracts are subject to termination by the government, either for convenience or for default in the event of our customer’s failure to perform under the applicable contract. In the case of a termination for convenience, we could be entitled to reimbursement from our customers for our allowable costs incurred, termination costs and a reasonable profit. If terminated by the government as a result of our customer’s default, we could be liable for payments made to us for undelivered goods or services, additional costs the government incurs in acquiring undelivered goods or services from another source, and any other damages it suffers.

In addition, a reduction in overall DoW or wider government spending, on an absolute or inflation-adjusted basis, because of shifting priorities, budget compromises or otherwise could adversely affect our business. Budget uncertainty, the growing U.S. national debt, the ability of the U.S. Congress to determine how to allocate the available resources and pass appropriations bills, the potential for U.S. government shutdowns, the use of continuing resolutions, and the federal debt ceiling can adversely affect our customers and our sales. If appropriations or grants are delayed, if federal spending is broadly reduced, or if a government shutdown were to occur and continue for an extended period, we could be at risk of reduced orders, program cancellations and other disruptions and nonpayment. When the U.S. government operates under a continuing resolution, new contract and program starts are restricted, and funding for our customers’ programs may be unavailable, reduced or delayed. Any delays in the completion of future U.S. government budgets could delay procurement of the products we provide or the grants which we receive. Specifically, DoW’s changes in funding priorities could reduce opportunities in existing programs and in future programs or initiatives where we intend to compete and where we have made investments. While we would expect to compete and be well positioned as the incumbent supplier on existing programs, we may not be successful and, even if we are successful, the replacement programs may be funded at lower levels or result in lower margins.

Availability of, and volatility in the prices of, raw materials and energy prices and our ability to pass along increased costs to our customers could adversely affect our results of operations.

The prices and availability of raw materials critical to our business and performance, specifically raw tungsten, molybdenum and niobium, are based on global supply and demand conditions. Certain raw materials used by us are only available from a limited number of suppliers, and it may be difficult to find alternative suppliers at the same or similar costs. While we strive to pass through the price of raw materials to our customers, we may not be able to do so in the future, and volatility in the prices of raw materials (including as a result of macroeconomic conditions and geopolitical events) may affect customer demand for certain components.

In addition, we, along with our suppliers and customers, rely on various energy sources for a number of activities connected with our business, such as the production and transportation of raw materials and finished components. The availability and pricing of these resources are subject to market forces that are beyond our control. For example,

our operations in Hamburg, Germany have recently experienced a large increase in the price of ferrite due to supply chain issues caused by the ongoing military conflict in Eastern Europe and tariffs. There is no guarantee that these price increases can be passed along to our customers, and as a result could adversely affect our results of operations in Germany.

Furthermore, we are vulnerable to any reliability issues experienced by our suppliers in sourcing the materials that we purchase from them, which also are beyond our control. Our suppliers contract separately for the purchase of raw materials and energy resources, and our sources of supply could be interrupted should our suppliers not be able to obtain these materials due to higher demand or other factors that interrupt their availability (including as a result of a supplier’s bankruptcy, macroeconomic conditions and geopolitical events).

In addition, the relationship between the United States and the PRC has recently faced increased challenges. Because the PRC possesses the world’s largest tungsten and molybdenum reserves, and a significant majority of rare earth mineral mining, refining and production capacity, any actions that it may take to restrict or withhold tungsten, molybdenum or rare earth mineral products, such as magnets, could result in global shortages and harm our business. The tensions between the United States and the PRC have intensified as exemplified by the ongoing trade conflicts between the two countries, and there is significant uncertainty about the future relationship between the two countries with respect to trade policies, treaties, government regulations, and tariffs. For example, effective February 4, 2025, the PRC introduced new controls on the export of tungsten, and in October 2025, the PRC’s Ministry of Commerce reiterated plans to continue stringent export license restrictions on tungsten into 2026 – 2027. While we do not purchase any tungsten raw materials sourced from the PRC, the controls had an immediate impact on the international tungsten market, affecting the global supply of tungsten and causing prices to surge over 476% from $330 per metric ton unit on January 1, 2025, to over $1,900 per metric ton unit on February 28, 2026. The PRC has similarly announced plans for stringent export license restrictions on rare earth minerals and related compounds, metals and magnets, including the possible denial of licensure to any companies affiliated with foreign militaries. We currently source approximately 70% of the magnets used in our equipment from PRC sources. As a result of these export controls, the cost of production of our products may increase, and our operating margins could be reduced if we are unable to pass through the increase in tungsten or magnet prices to our customers. Restrictions on supply may mean that we are unable to fulfill orders in a timely manner, which could adversely affect our results of operations.

Energy, principally in the form of electricity and natural gas, is a significant manufacturing input to the production of our metals. Energy and utility prices, including electricity and water prices, and in particular prices for petroleum-based energy sources, are volatile. Long term macro-economic forecasts for energy demand driven by the anticipated need for datacenters to support artificial intelligence computing processes, are expected to add volatility to energy market pricing. Increased supplier and customer operating costs arising from volatility in the prices of energy sources, such as increased energy and utility costs and transportation costs, could be passed through to us, and we may not be able to increase our product prices sufficiently or at all to offset such increased costs.

The impact of any volatility on the prices of energy or the raw materials on which we rely, including the reduction in demand for certain components caused by such price volatility, could result in a loss of sales and profitability and adversely affect our results of operations.

We may fail to implement our strategic capital projects successfully, which could adversely impact our results of operations and keep us from achieving our goals.

From time to time, we undertake strategic capital projects in order to enhance, expand and/or upgrade our facilities and operational capabilities. Our ability to achieve the anticipated increased revenues or otherwise realize acceptable returns on these investments or other strategic capital projects that we may undertake is subject to a number of risks, many of which are beyond our control, including a variety of market, operational, permitting and labor-related factors. In addition, the cost to implement any given strategic capital project ultimately may prove to be greater than originally anticipated. If we are not able to achieve the anticipated results from the implementation of any of our strategic capital projects, or if we incur unanticipated implementation costs or delays, our financial condition and results of operations may be materially adversely affected.

For example, the new tungsten furnace scheduled to be installed in our Coldwater facility in the first quarter of 2026, which we expect to be operational by mid-year 2026, was originally ordered on June 18, 2024. Due to the long lead time to install such complex equipment, if we were to experience any delays in the installation process, such delays could have a negative impact on planned production capabilities and our ability to deliver our products to our customers within the time periods they expect, as well as our financial condition and results of operations.

We periodically undertake maintenance activities, routine or otherwise, involving facilities and pieces of equipment that are key to our operations. It is possible that unanticipated maintenance needs, or unanticipated circumstances arising in connection with planned maintenance activities could result in equipment outages that are longer, or costs that exceed, those originally anticipated. Significant repair delays or unanticipated costs associated with these activities could have a negative impact on our financial condition and results of operations.

There may be negative effects on our business if we are unable to retain our qualified management and employees.

Our business and manufacturing processes are complex. We require highly skilled personnel with relevant industry and technical experience in the areas of management, product engineering, servicing and sales to effectively operate, and as such, we depend on our ability to recruit, retain and motivate our employees. Shortages in skilled labor and other labor market pressures currently are resulting in greater competition for skilled labor and increased labor costs in some instances. For example, we have experienced some difficulty finding qualified machinists to operate the complex machinery used within both our CMC and EMP divisions. Our operations could be adversely impacted if we fail to attract, develop, retain and motivate a sustainable workforce with the skills and in the locations we need to operate and grow our business.

At the time of this offering, we expect to carry “key-man” life insurance covering Michael Lee, our Chief Financial Officer, and Derek Fox, the President of our CMC division. The loss of key members of management and other personnel, particularly Peter V. Anania, our Chief Executive Officer and Chairman, could negatively impact our business. Mr. Anania is critical to the management of our Company and instrumental in the development of our strategic direction and growth plan, and should he stop working for us for any reason, finding a suitable replacement could take significant time and divert the attention of our management. Any unplanned turnover, or failure to develop adequate succession plans for key positions, could result in loss of technical or other expertise or institutional knowledge, delay or impede the execution of our strategic plans and priorities and, ultimately, negatively impact our business, financial condition, results of operations and cash flows.

Our manufacturing processes are complex and capital intensive. They depend upon critical, high-cost equipment which is difficult or very expensive to replace. As a result, our profitability could be constrained due to our inability to substitute other means of production.

Due to the complexity of our manufacturing processes, it is possible that we could experience prolonged periods of reduced production due to unplanned equipment failures, and we could incur significant repair or replacement costs in the event of those failures. It is also possible that operations could be disrupted due to other unforeseen circumstances such as power outages, explosions, fires, floods, accidents and severe weather conditions. For example, on July 15, 2025, as a result of a catastrophic failure of the local utility’s transformer, our CMC Euclid, Ohio facility experienced a significant external power event causing damage to our electrical switch gear and transformers. This electrical failure disrupted production and delayed our Euclid facility’s shipments from July through September 2025. We implemented a recovery plan based on an aggressive shipment schedule, using rental equipment, working longer shifts and adding additional production days. Our recovery plan concluded in December 2025.

To remain competitive, we must make regular, substantial capital investments and changes to our manufacturing processes to lower production costs, improve productivity and manufacture new or improved products. We may not be in a position to take advantage of business opportunities or respond to competitive pressures if we fail to update, replace or make additions to our equipment or our manufacturing processes in a timely manner. The cost to repair or replace much of our equipment or facilities would be significant. Although we believe our current cash balance, along with our projected internal cash flows and available financing sources, will provide sufficient cash to support our currently anticipated operating and capital needs, if we are unable to generate sufficient cash to purchase and maintain the property, plants and equipment necessary to operate our business, we may be required to reduce or delay planned capital expenditures or to incur additional indebtedness.

Uncertain foreign trade relations and associated tariffs, as well as our reliance on international suppliers for certain raw materials, could adversely impact our business.

We currently source certain raw materials, in particular tungsten and niobium and to a lesser extent molybdenum, from international suppliers based principally in Vietnam, Spain and Chile. Import tariffs, taxes, customs duties and/or other trade restrictions and regulations imposed by the U.S. government on foreign countries, or by foreign countries on the United States, could significantly increase the prices we pay for certain raw materials, such as tungsten, molybdenum,

aluminum and purchased components, that are critical to our ability to manufacture milled products and components for our customers. For example, the PRC’s actual and threatened export controls had an immediate impact on the international tungsten market when announced and have affected the global supply of tungsten, causing prices to surge over 476% from January 1, 2025 to February 28, 2026. See “— Availability of, and volatility in the prices of, raw materials and energy prices and our ability to pass along increased costs to our customers could adversely affect our results of operation.” above. The international sourcing for these materials may also be hurt by health concerns regarding infectious diseases in countries from which these materials are purchased, adverse weather, natural disasters or geopolitical events. In addition, we may be unable to find a domestic or alternative international supplier to provide the necessary raw materials in the amounts we require on an economical basis. If the cost of our raw materials increases, or if we are unable to procure the necessary raw materials required to manufacture our products and components, then we could experience a negative impact on our operating results, profitability, customer relationships and future cash flows.

Moreover, our customers’ businesses may be negatively affected by import tariffs, taxes, customs duties and/or other trade regulations imposed by the U.S. government on foreign countries or by foreign countries on the United States, which could, in turn, reduce our customers’ demand for the components that we manufacture for them. Any reduction in customer demand for our components as a result of such tariffs, taxes, customs duties and/or other trade regulations, or as a result of the impact of infectious diseases, could have a material adverse impact on our financial position, results of operations, cash flows and liquidity.

Global trade policy continues to evolve, and the ultimate impact of recent developments with respect to U.S. tariffs is unclear. On February 20, 2026, the United States Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”). Following the Supreme Court’s decision, the U.S. presidential administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business. These and future changes in tariffs, trade policies, trade actions, or retaliatory trade measures in response, have resulted and may continue to result in additional costs and pricing pressures, supply chain disruptions, volatile or unpredictable customer spending patterns, and increased economic or geopolitical risks, which could adversely impact our future sales, business, financial condition, and results of operations, materially or in ways that we cannot predict.

We build products in which end market pricing is correlated to raw material input costs, which can be volatile and negatively impact earnings.

U.S. GAAP requires us to value inventory at the lower of cost or market. Our strategic metals inventory valuation is influenced by related metal ore pricing which can be volatile. If the market price of ore were to drop rapidly or materially, the market price of our metals products would be at risk of dropping, potentially triggering a required inventory valuation change, which could significantly reduce gross margins.

We are affected by developments in the industries in which our customers operate.

We derive our sales from customers in the following industry sectors: Aerospace, Defense and Government; Industrial; Medical; Semiconductor and Electronics; and Energy. Factors affecting any of these industries in general, or any of our customers in particular, could adversely affect us because our expected sales growth largely depends on the continued growth of our customers’ businesses in their respective industries. These factors include:

•        intermittent demand from our customers for our products, which may cause our manufacturing capacity to be underutilized for periods of time;

•        our customers’ failure to successfully market their products, to gain or retain widespread commercial acceptance of their products or to compete effectively in their industries;

•        loss of market share for our customers’ products, which may lead to our customers reducing or discontinuing their purchase of our processes and solutions or to reduced prices, thereby exerting pricing pressure on us;

•        economic conditions in the markets in which our customers operate, in particular, the United States, including inflationary pressures and other negative impacts on economic conditions, as well as recessionary periods such as a global economic downturn;

•        our customers’ decision to internally manufacture components that have traditionally been outsourced to us; and

•        product design changes or manufacturing process changes that may reduce or eliminate demand for the components we supply.

We expect that future sales will continue to depend on the success of our customers. If economic conditions and demand for our customers’ products deteriorate, we may experience a material adverse effect on our business, financial condition, results of operations and cash flows.

Many of our customers are subject to significant fluctuations as a result of the cyclical nature of their industries and their sensitivity to general economic conditions, which could adversely affect their demand for our products and reduce our sales and profitability.

A substantial number of our key customers are in the same or adjacent industries. Each of these industries is cyclical in nature, influenced by a combination of factors which could have a negative impact on our business, including, among other things, periods of economic growth or recession, industry specific capital investment cycles, inflation, changes in applicable regulation, global geopolitical conditions, tariffs, rising interest rates and the strength or weakness of the U.S. dollar, and government spending on defense and research. We expect that these industries will remain highly cyclical. Future downturns in these industries could have an adverse effect on the prices at which we are able to sell our products, and our business, financial condition, results of operations and cash flows could be materially adversely affected.

Our exposure is heightened in the Industrial sector, specifically with original equipment manufacturers (“OEMs”) and with respect to aftermarket molybdenum furnace materials. Demand for industrial processing products is becoming increasingly more price sensitive, with customers turning towards suppliers in regions producing lower cost products to improve profitability and price competitiveness. These types of products typically do not require lengthy qualification periods for new suppliers and face no geographic restrictions within their supply chains.

Our exposure is also heightened in the Aerospace industry, as some of our products are also subject to the highly cyclical nature of the commercial airline industry, with significant downturns in the past and sensitivity to such factors as fuel price increases, labor disputes, global economic conditions, availability of capital to fund new aircraft purchases and upgrades of existing aircraft and passenger demand. Any change in these factors could result in a further reduction in the amount of discretionary air travel and the ability of airlines to invest in new aircraft or to upgrade existing aircraft. These factors can also add to the challenges faced in the Industrial sector described above, as aerospace parts sometimes make use of molybdenum furnace materials.

Finally, in times when growth rates in our markets are lower, or negative, there may be temporary inventory adjustments by our customers that may negatively affect our business. For example, we have experienced customers building inventory in anticipation of increased demand, whereas in other periods, we have experienced decreased demand because our customers have had excess inventory.

We depend on a limited number of suppliers for our raw materials, and the loss of one or more of these suppliers could disrupt our operations, increase our costs or otherwise adversely affect our business.

Unlike many other businesses who deal in Critical Materials, we source over 99% of our raw Critical Materials from non-PRC sources. We source our tungsten concentrate from Masan Tungsten LLC in Vietnam and from EQ Resources Limited’s tungsten mine in Spain. Similarly, we source a majority of our ammonium dimolybdate from Freeport-McMoRan Inc.’s Climax mine in Colorado, with the remainder supplied by Molibdenos y Metales SA (“Molymet”) in Chile (see “Business — Sources and Availability of Raw Materials”). There are only a small number of other non-PRC source suppliers of raw Critical Materials. As a result, our business depends on a limited number of suppliers, and our operations could be disrupted if we lose a key supplier, experience delays or shortages in supply or face price increases from such suppliers. Any disruption in supply could negatively impact our ability to meet customer demand and may result in a loss of revenue and customer relationships.

If we were to lose a key supplier or otherwise experience delays or shortages in supply, we may be forced to purchase our raw Critical Materials on the spot market at higher prices than we currently pay or find substitute suppliers. There is no guarantee that alternative suppliers or the spot market would be able to meet our needs in a timely

manner, on favorable terms, or at comparable quality and sourcing standards. If we are unable to obtain products from our existing suppliers or identify suitable substitutes on acceptable terms, our business, financial condition and results of operations could be materially and adversely affected.

We may be dependent on a limited number of large customers for current and future sales. The loss of any of these customers or the loss of market share by these customers could materially adversely affect our business, financial condition, results of operations and cash flows.

We depend on a limited number of major manufacturers for a substantial portion of our sales. For example, while no one customer accounted for more than 10% of our revenue in the fiscal year ended December 31, 2025, in the fiscal year ended December 31, 2024, our two largest customers, combined, accounted for approximately 15% of our sales, with our largest customer accounting for approximately 10% of our sales. Our financial performance depends in large part on our ability to continue to arrange for the purchase of our products, processes and solutions by these customers, and we expect these customers to continue to make up a large portion of our sales in the foreseeable future. The loss of all or a substantial portion of our sales to any of our large-volume customers could have a material adverse effect on our business, financial condition and results of operations by reducing cash flows and by limiting our ability to spread our fixed costs over a larger sales base. We may in the future make fewer sales to these customers for a variety of reasons, including, but not limited to:

•        loss of business relationship due to competition or otherwise;

•        reduced or delayed customer requirements;

•        the internal manufacturing of components that have been traditionally outsourced to us;

•        strikes or other work stoppages affecting production by our customers; or

•        reduced demand for our customers’ products, including, among others, as a result of inflationary pressures, elevated interest rates and/or geopolitical events.

We may be unable to realize sales represented by our awarded business, which could materially and adversely impact our business, financial condition, results of operations and cash flows.

The realization of future sales from awarded business is inherently subject to a number of important risks and uncertainties, including a lack of long-term commitments and production schedules with customers and anticipated new customers. Accordingly, we cannot assure you that we will realize any or all of the future sales represented by our awarded business. Any failure to realize these sales could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Most of our customers do not commit to long-term production schedules, which makes it difficult for us to schedule production accurately and achieve maximum efficiency of our manufacturing capacity.

Most of our customers do not commit to long-term contracts or firm production schedules, and we have experienced variable lead-times in customer orders. Additionally, customers may change production quantities or delay production with little lead-time or advance notice. Therefore, we rely on and plan our production and inventory levels based on our customers’ advance orders, commitments and/or forecasts as well as our internal assessments and forecasts of customer demand. The volume and timing of sales to our customers may vary due to, among others:

•        variation in demand for or discontinuation of our customers’ products;

•        our customers’ attempts to manage their inventory;

•        design changes;

•        changes in our customers’ manufacturing strategies;

•        disruptive events in the markets in which our customers operate, including natural disasters and epidemics; or

•        acquisitions of or consolidation among customers.

The variations in volume and timing of sales make it difficult to schedule production and optimize utilization of manufacturing capacity. This uncertainty may require us to increase staffing and incur other expenses in order to meet an unexpected increase in customer demand, potentially placing a significant burden on our resources. Additionally, an inability to respond to such increases in a timely manner may cause customer dissatisfaction, which may negatively affect our customer relationships.

Further, in order to secure sufficient production scale, we may make capital investments in advance of anticipated customer demand (including, in some instances, new customer demand). Such investments may lead to low utilization levels if demand forecasts change and we are unable to utilize the additional capacity. Because fixed costs make up a large proportion of our total production costs, a reduction in customer demand can have a significant adverse impact on our gross profits and margins and operating results. Additionally, we order materials and components based on customer forecasts and orders, and suppliers may require us to purchase materials and components in minimum quantities that exceed customer requirements, which may have an adverse impact on our gross profits and operating results. In the past, anticipated orders from some of our customers and anticipated new customers have failed to materialize and/or delivery schedules have been deferred as a result of changes in our customers’ business needs, which has suppressed our results of operations in certain quarterly periods.

In some of our contracts, the terms and conditions of the agreements with our customers provide that they have the contractual right to unilaterally terminate our contracts with them without cause. In many cases, we must commit substantial resources in preparation for production under awarded customer business well in advance of the customer’s production start date. If our customers terminate these contracts, our ability to obtain compensation from our customers for such termination is generally limited to the direct out-of-pocket costs that we incurred for raw materials and work-in-progress. Although we have the legal right to recover these costs, we cannot assure you that our results of operations will not be materially adversely impacted in the future if we are unable to recover these types of pre-production costs related to our customers’ cancellation of awarded business. In addition, when anticipating production capacity requirements for a particular contract, we may defer other potential business to accommodate expected manufacturing demands, which could make it difficult to find alternative uses for facilities and other available resources, in the event of an unexpected contract termination.

Our long and variable sales and development cycle makes it difficult for us to predict if and when a new product will be sold to customers.

Our sales and development cycle, which is the period from the generation of a sales lead or new product idea through the development of the product and the recording of sales, may take several years, making it very difficult to forecast sales and results of operations. Our inability to accurately predict the timing and magnitude of sales of our products, especially newly introduced products, could affect our ability to meet our customers’ product delivery requirements or cause our results of operations to suffer if we incur expenses in a particular period that do not translate into sales during that period, or at all. In addition, these failures would make it difficult to plan future capital expenditure needs and could cause us to fail to meet our cash flow requirements.

Our new product development efforts may not be successful, which could result in a reduction in our sales and earnings.

We may experience difficulties that could delay or prevent the successful development of new products or product enhancements, and new products or product enhancements may not be accepted by our customers. Because it is difficult to predict the amount of time required and the costs involved in achieving certain research, development, and engineering objectives, the development expenses we incur may exceed our cost estimates and estimated product development schedules may be extended. Furthermore, any new products we develop may not generate sales sufficient to offset our costs to develop these products. If any of these events occur, our sales and profits could be materially adversely affected.

Some of our contracts contain late delivery penalties.

Our failure to deliver our products in a timely manner, whether due to supplier and supply chain problems, labor availability, delays in development schedules, manufacturing difficulties, similar schedule-related events or otherwise, may trigger late delivery penalties pursuant to certain of our contracts, which could materially adversely affect our business, financial condition and results of operations and cash flows. While no significant penalties have been incurred to date, the risk factors described herein may cause future deliveries to be delayed and may cause us to incur such significant penalties in the future.

We may not be able to maintain our manufacturing, engineering and technological expertise.

The markets for our processes and solutions are characterized by changing technology and evolving process development. The continued success of our business will depend upon our ability to:

•        hire, retain and expand our pool of qualified engineering and trade-skilled personnel;

•        maintain technological leadership in manufacturing Critical Materials components and High-Power Microwave systems;

•        implement new and expand upon current robotics, automation and tooling technologies; and

•        anticipate or respond to changes in manufacturing processes in a cost-effective and timely manner.

We cannot be certain that we will develop the capabilities required by our customers in the future. The emergence of new technologies, industry standards or customer requirements may render our equipment, inventory or processes obsolete or uncompetitive. We may have to acquire new technologies and equipment to remain competitive. The acquisition and implementation of new technologies and equipment may require us to incur significant expense and capital investment, which could reduce our margins and affect our operating results. When we establish or acquire new facilities, we may not be able to maintain or develop our manufacturing, engineering and technological expertise due to a lack of trained personnel, effective training of new staff or technical difficulties with machinery. Failure to anticipate and adapt to customers’ changing technological needs and requirements or to hire and retain a sufficient number of engineers and maintain manufacturing, engineering and technological expertise may have a material adverse effect on our business, financial condition, results of operations and cash flows.

Entering new markets, either organically or via acquisition, poses new competitive threats and commercial risks.

As we expand into new markets, such as fragmentation products for the defense industry, border security detection and products associated with lab-grown diamonds, either organically or via acquisition, we expect to diversify our sales by leveraging our development, engineering and manufacturing capabilities in order to service these additional opportunities. The manufacturing of technically challenging parts and components for other industries carries additional risk of failure, increased expenses and reduced margins. Such diversification requires investments and resources that may not be available as needed. Furthermore, even if we sign contracts in new markets, we cannot guarantee that we will be successful in leveraging our capabilities into these new markets and thus in meeting the needs of these new customers and competing favorably in these new markets. If these new customers experience reduced demand for their products or financial difficulties, our future prospects will be negatively affected as well.

We may be subject to work stoppages at our facilities or those of our principal customers and suppliers, which could seriously restrict the profitability of our business.

Between our two divisions, as of March 1, 2026, we had approximately 540 active employees, of which approximately 2.7% were located outside the United States. Approximately 16.5% of our workforce is covered by our collective bargaining agreement (“CBA”) with the International Brotherhood of Teamsters (“Teamsters”). We recently renegotiated this CBA, which expires on May 15, 2028, and covers approximately 89 Teamster-represented full-time employees at our Lewiston, Maine facility.

After the expiration of our CBA, the agreement remains in effect until terminated by either party by sixty days’ written notice. After termination, the union may authorize either a strike or a lock-out. Labor disputes could lead to a strike, lockout or other work stoppage by the employees covered by the CBA, and could have a material adverse effect on production at one of our facilities and, depending upon the length of such dispute or work stoppage, on our operating results. There can be no assurance that we will succeed in obtaining a new collective bargaining agreement to replace the current CBA when it expires on May 15, 2028.

In addition, many of our customers have unionized work forces. Any strikes, work stoppages or slowdowns experienced by other defense contractors, aircraft manufacturers, airlines or aerospace suppliers, general industry or other customers could reduce our customers’ demand for our products or prevent us from completing production of our products. Such delays can cause us to incur increased costs, delay our production schedule and otherwise result in an adverse impact on our business.

If our subcontractors fail to perform their contractual obligations, our prime contract performance and our ability to obtain future business could be materially adversely affected.

Many of our contracts involve subcontracts with other companies upon whom we rely to manufacture a portion of the goods or perform a portion of the services we must provide to our customers. There is a risk that we may have disputes with our subcontractors, including disputes regarding the quality and timeliness of work performed by a subcontractor, or customers could raise concerns about a subcontractor. Failure by our subcontractors to satisfactorily provide, on a timely basis, the agreed-upon supplies or goods or perform the agreed-upon services may materially adversely affect our ability to perform our obligations to our customers and could result in the assessment of late delivery penalties or cancellation of purchase orders. Subcontractor performance deficiencies could result in a customer terminating our contract for cause or could otherwise result in our default under the applicable contract. A termination for cause or other default could expose us to liability, damage our reputation and substantially impair our ability to compete for future contracts and orders.

We build many products to customer specifications which increases the risk of building excess inventory that could negatively impact earnings.

Our product offerings are broad, and our production times can take months, due to the multiple production stages required to take Critical Materials from raw materials to final machined products and the long lead time required to obtain certain components such as rare earth magnets. Furthermore, our products are often specially designed for customer needs. As a result, if our production plans or our build rates are inaccurate in specifications or quantities needed, we are at risk of producing excess inventory. In addition, if we elect to build excess inventory in anticipation of demand, we are at risk of holding excess and aged inventory if such demand does not occur. Should any of the above occur, it could adversely impact our business, financial condition, results of operations and cash flows.

Access to consigned metals may restrict our operations.

We use tungsten, molybdenum, niobium and other Critical Materials in the production of some of our products. We obtain approximately 85% of our molybdenum supply from consignors under consignment agreements. The consignors retain ownership of the metals and charge us fees based on the amounts we consign and the period of consignment. Because we do not control the consigned inventory, we may not be able to access the inventory to meet our forecasted needs, which could adversely impact our results of operations. In addition, if we do not use our consigned molybdenum supply within a specified period, the consignor may charge us for the unused material. A significant decline in demand for our molybdenum products could result in excess molybdenum inventories, which could adversely affect our results of operations.

Our growth strategy includes acquisitions, and we may not be able to identify attractive acquisition targets or successfully integrate acquired targets without impacting our business.

Acquisitions have played a key role in our growth strategy, and we expect to continue to grow through acquisitions in the future. We expect to continue evaluating potential strategic acquisitions of businesses, assets and product lines. However, we may not be able to identify suitable candidates, negotiate appropriate or favorable acquisition terms, have sufficient available cash, obtain financing that may be needed to consummate such transactions or complete proposed acquisitions. There is regular and significant competition for acquisition and expansion opportunities in our businesses, including from larger companies, private equity firms and others capable of submitting more competitive bids, which may increase the cost of any acquisition or result in the loss of attractive acquisition targets.

In addition, acquisitions involve numerous risks, including: (i) incurring the time and expense associated with identifying and evaluating potential acquisitions and negotiating potential transactions, resulting in management’s attention being diverted from the operation of our existing business; (ii) using estimates and judgments to evaluate credit, operations, funding, liquidity, business, management and market risks with respect to the target entity or assets; (iii) litigation relating to an acquisition, particularly in the context of a publicly held acquisition target, could require us to incur significant expenses or result in the delaying or enjoining of the transaction; (iv) failing to properly identify an acquisition candidate’s liabilities, potential liabilities or risks; and (v) not receiving required regulatory approvals or such approvals being delayed or restrictively conditional. In addition, any acquisitions could involve the incurrence of substantial additional indebtedness or dilution to our stockholders through additional financings, which may not be

available on satisfactory terms. We cannot assure you that we will be able to successfully integrate any acquisitions that we undertake or that such acquisitions will perform as planned or prove to be beneficial to our operations and cash flows. Any such failure could seriously harm our financial condition, results of operations and cash flows.

We routinely evaluate potential acquisition candidates and engage in discussions and negotiations regarding potential acquisitions; however, even if we execute a definitive agreement for an acquisition, there can be no assurance that we will consummate the transaction within the anticipated closing timeframe, or at all. Further, acquisitions typically involve the payment of a premium over book and market values for the target business or assets and, therefore, some dilution of our tangible book value and/or earnings per common share may occur in connection with any future transaction.

Because our industry is capital intensive and we have significant fixed and semi-fixed costs, our profitability is sensitive to changes in volume.

The property, plants and equipment needed to produce components for our customers and provide our processes and solutions can be very expensive. We must spend a substantial amount of capital to purchase and maintain our properties, plants and equipment. We believe our current cash balance, along with our projected internal cash flows and available financing sources, will provide sufficient cash to support our currently anticipated operating and capital needs. Notwithstanding our current belief, if we are unable to generate sufficient cash to purchase and maintain the property, plants and equipment necessary to operate our business, we may be required to reduce or delay planned capital expenditures or to incur additional indebtedness.

Any significant delay or inability to successfully expand our operations in a timely and cost-effective manner could materially adversely affect our business, financial condition, results of operations and cash flows.

Over the last few years, we have undertaken capital projects associated with expanding our production capacity and capability, focused within the United States. Many of these projects have been funded through grants and other programs sponsored by the U.S. government as part of its reshoring efforts for Critical Materials. For example, over the last six years, we have invested more than $41.8 million into upgrading our manufacturing facilities and capabilities, all of which was funded by grants and other programs sponsored by the U.S. government. This includes the most recent $5.1 million strategic order for the U.S. Navy to develop domestic extrusion capabilities for Inconel® and Monel®, two high-performance superalloys. This order is part of a broader collaboration with the U.S. Navy, Maritime Industrial Base Program, and BlueForge Alliance to develop and deploy assets utilizing these superalloys. Should this funding be eliminated or drastically reduced, it could have a significant effect on our ability to expand our operations in a cost-effective manner. These projects place a significant demand on management and operational resources.

Our success in expanding our operations in a cost-effective manner depends upon numerous factors including continued funding through grants and other U.S.-sponsored programs, the ability of management to ensure that the necessary resources are in place to properly execute these projects, our ability to obtain the necessary internal and customer qualifications to produce materials from our facilities and our ability to operate our facilities to maximize the potential opportunities with minimal impacts to our existing operations. For example, while we expect to continue our expansion of operations in Germany, due to the location of our current facility in Hamburg, we may need to relocate the facility in order to expand. There is no guarantee that we would be able to find a new facility that meets our needs within Hamburg, which could adversely impact employee retention and cause delays in operations. If we are not able to achieve the anticipated results from our capital expansion projects, or if we incur unanticipated delays, or excess costs, our financial condition and results of operations may be materially adversely affected.

Our results would be negatively affected if we fail to develop new and innovative processes, or if customers in our market do not accept them.

Our processes must be kept current to meet our customers’ needs. To remain competitive, we therefore must develop new and innovative processes on an ongoing basis. If we fail to make innovations or the market does not accept our new processes, our sales and results of operations will suffer. We make significant investments in the research and development of new processes; however, these expenditures may not always result in processes that will be accepted by the market. To the extent that customers do not adopt a new process or product that we have devoted resources to develop, whether as a function of the process or the business cycle, we will have increased expenses without significant sales to offset such costs. Failure to develop successful new processes may also cause potential customers to choose to work with competitors in developing and producing their processes and products.

If we experience delays or interruptions in our manufacturing processes, including interruptions due to factors outside of our control, such disruptions could lead to customer dissatisfaction and harm our reputation.

The manufacture of many of our products is a highly exacting and complex process. If we encounter disruptions to our manufacturing processes due to equipment malfunction, human error or the failure to follow specific protocols, specifications and procedures, supply chain interruptions, natural disasters, health pandemics, labor unrest, or otherwise, it could limit our ability to fulfill orders or impact product quality or performance. This limitation could result in significant costs to and liability for us that could have a material adverse effect on our business, financial condition or results of operations. It could also result in negative publicity and damage to our reputation, which could adversely affect product demand and customer relationships.

Our operations depend on the continued and efficient functioning of our facilities, including critical equipment. If our operations, particularly one of our manufacturing facilities, were to be materially disrupted for any reason, such disruption may not be covered by our current insurance policies and we may be unable to effectively meet our obligations to or demand from our customers, which could cause our customers to seek alternative suppliers and adversely affect our business, financial condition, results of operations, cash flows and stock price. For example, on July 15, 2025, as a result of a catastrophic failure of the local utility’s transformer, our CMC Euclid, Ohio facility experienced a significant external power event causing damage to our electrical switch gear and transformers. This electrical failure disrupted production and delayed our Euclid facility’s shipments from July through September 2025. We implemented a recovery plan which included an aggressive shipment schedule using rental equipment, working longer shifts and adding additional production days. We were able to conclude these recovery actions by December 31, 2025. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Cost of Goods Sold and Gross Profit.”

Our international operations are subject to risks inherent in such activities.

We have operations in Germany. In fiscal year 2025, approximately 1.4% of our sales were generated by our international operations in Germany.

Our international operations are subject to the risks inherent in such activities such as: currency devaluations, logistical and communication challenges, costs of complying with a variety of foreign laws and regulations, greater difficulties in protecting and maintaining our rights to intellectual property, difficulty in staffing and managing geographically diverse operations, acts of terrorism or war or other acts that may cause social disruption which are difficult to quantify or predict, and general economic conditions in these foreign markets. Our operations in Germany may be negatively impacted by changes in government policies, such as changes in laws and regulations, restrictions on imports and exports, sources of supply, duties or tariffs, the introduction of measures to control inflation, and changes in the rate or method of taxation. To date we have not experienced significant difficulties with the foregoing risks associated with our international operations.

In addition, we could be adversely affected by violations of the Foreign Corrupt Practices Act (“FCPA”) and similar worldwide anti-bribery laws. The FCPA and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business. While policies mandate compliance with these anti-bribery laws, we operate in many parts of the world that have experienced governmental corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. We cannot assure that our internal controls and procedures will always protect us from the reckless or criminal acts committed by our employees or agents. If we are found to be liable for FCPA violations or other anti-bribery laws, we could suffer from criminal or civil penalties or other sanctions, which could have a material adverse effect on our business.

Our current and future insurance coverage may not provide adequate protection from losses.

We have maintained various forms of insurance, including insurance covering claims related to our properties and risks associated with our operations. Our existing property and liability insurance coverages contain exclusions and limitations on coverage. From time-to-time, in connection with renewals of insurance, we have experienced additional exclusions and limitations on coverage, larger self-insured retentions and deductibles and significantly higher premiums. As a result, in the future, our insurance coverage may not cover claims to the extent that it has in the past, and the costs that we incur to procure insurance may increase significantly, either of which could have an

adverse effect on our results of operations. If we are required to cover the costs of business losses without insurance reimbursements, we may choose to pursue litigation to recover the amounts of such business losses from potentially responsible parties or absorb such losses, both of which could adversely impact our results of operations.

We provide benefits to active employees for our unionized workforce, including defined benefit pension plans, which could cause us to incur unplanned liabilities.

We have obligations to pay for substantial health and pension benefits to active employees through our relationship with the Teamsters and their pension fund. In addition, a portion of the employees represented by the Teamsters are covered by defined benefit pension plans. Many domestic and international competitors do not provide defined benefit plans, and other international competitors operate in jurisdictions with government sponsored health care plans that may offer our competitors a cost advantage. A decline in the value of plan investments in the future, defaults by contributing employers, an increase in costs or liabilities, or unfavorable changes in laws or regulations that govern pension plan funding could materially change the timing and amount of our required pension funding. Further, our required recurrent contributions to these plans could unexpectedly increase during the term of a collective bargaining agreement due to ERISA laws that require additional contributions to be made when a pension fund enters into critical status, which may occur for reasons that are beyond our control. We may be required by law to fulfill our pension withdrawal liability with respect to any multiemployer pension plans from which we may withdraw or partially withdraw. Our potential withdrawal liability will increase if a multiemployer pension plan in which we participate has significant underfunded liabilities. Any unplanned or greater than expected multiemployer pension liabilities, or any requirement to accelerate or increase pension contributions in the future, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Risks Related to Intellectual Property, Information Technology and Security

A cybersecurity incident impacting customer, employee, supplier or Company information, or Company systems or infrastructure, may have a material adverse effect on our business, financial condition and results of operations.

Increased global information technology (“IT”) threats, vulnerabilities and a rise in sophisticated and targeted international computer crime pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data. We believe that we face the threat of such cyberattacks due to the defense markets we serve, the refractory metal products we manufacture, the locations of our operations and global interest in our technology. Due to the evolving nature of cybersecurity threats, the scope and impact of any incident cannot be predicted.

In the conduct of our business, we collect, use, transmit, store and report data on information systems owned by us or supported or hosted by third parties, and interact with customers, vendors and employees. We and third parties upon whom we rely to host or protect our data, facilities and IT systems may be vulnerable to cybersecurity threats and future cybersecurity incidents. Despite our and their security measures, the IT systems and infrastructure of the Company and third parties who host or secure our data may be vulnerable to customer viruses, cyber-attacks, harmful malware or ransomware, denial-of-services attacks and other attacks, which may affect business continuity and threaten the availability, confidentiality and integrity of our systems and information. Cybersecurity incidents can also include employee or personnel failures, fraud, phishing or other social engineering attempts or other methods to cause confidential information, payments, account access or access credentials, or other data to be transmitted to an unintended recipient. Cybersecurity threat actors also may attempt to exploit vulnerabilities that exist in software, including software commonly used by companies in cloud-based services and bundled software. Any such threat or incident could compromise our networks and those of third parties, and the information stored there could be accessed, publicly disclosed, lost or stolen. A cybersecurity incident or any attacks impacting our systems or data could interrupt or damage our operations or harm our reputation, resulting in a loss of sales, operating profits, and assets, including major disruptions to business operations, loss of intellectual property, release of confidential information, alteration or corruption of data or systems, costs related to remediation or the payment of ransom, litigation including individual claims or consumer class actions, commercial litigation and administrative, civil or criminal investigations or actions, regulatory intervention and sanctions or fines, investigation and remediation costs and possible prolonged negative publicity. For example, in February 2026, our EMP division suffered a ransomware attack through what we believe to be a firewall vulnerability. The ransomware attack caused us to lose access to the data contained on certain servers in our EMP division network for a brief period of time before we were able to restore the data from unaffected backups and expel the threat actor from our network. While we have taken significant remedial actions

to attempt to inhibit the success of similar attacks in the future, including the implementation of enhanced network security features and testing, multifactor authentication, increased messaging regarding cybersecurity awareness, and increased employee training, there is always a risk of successful intrusions or attacks, and any intrusions or attacks could pose a risk of undetected data loss or theft that could later be used to harm us. See “Business — Recent Developments — Cybersecurity Incident.”

These cybersecurity threats exist with respect to the IT systems of our lenders, suppliers, consultants, advisers, and other third parties with whom we conduct business, including the U.S. government. Cyber-attacks, vulnerabilities and disruptions impacting those systems could result in the loss, theft or disclosure of our confidential, proprietary or personal information or intellectual property and could also interrupt or damage our operations, harm our reputation and subject us to legal claims. Although we maintain a cyber insurance policy, which in the case of the phishing attack discussed above was able to cover a portion of the losses, there is no guarantee that such coverage will be sufficient to address costs, liabilities and damages we may incur in connection with a future cybersecurity incident or that such coverage will continue to be available on commercially reasonable terms or at all.

If we are unable to protect the disclosure and use of our confidential information and trade secrets, the value of our products, services and technologies and our business and competitive position could be harmed.

In addition to patent protection, we also rely on other intellectual property rights, including trade secrets, know-how, and/or other proprietary information that is not patentable or that we elect not to patent. However, trade secrets can be difficult to protect, and some courts are less willing or unwilling to protect trade secrets. We generally enter into confidentiality and inventions assignment agreements with our employees, consultants and applicable third parties upon their commencement of a relationship with us. However, we cannot guarantee that we have entered into such agreements with each party that may have or have had access to our trade secrets or proprietary technology and processes, and we may not enter into such agreements with all employees, consultants and third parties who have been involved in the development of our inventions. Although we generally require all of our employees, consultants, advisors and any third parties who have access to our proprietary know-how, information, or technology to enter into confidentiality agreements, we cannot provide any assurances that all such agreements have been duly executed, and any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets.

In addition, despite the protections we place on our intellectual property and our other proprietary rights, monitoring unauthorized use and disclosure by employees, consultants and other third parties who have access to such intellectual property or other proprietary rights is difficult, and we do not know whether the steps we have taken to protect our intellectual property or other proprietary rights will be adequate. Therefore, we may not be able to prevent the unauthorized disclosure or use of our technical knowledge or other trade secrets by such employees, consultants, advisors or third parties, despite the existence of our protections, including non-disclosure and use restrictions. These agreements may not provide meaningful protection against the unauthorized disclosure or use or of our trade secrets, know-how, or other proprietary information in the event the unwanted use is outside the scope of the provisions of the contracts or in the event of any unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information that we fail to detect. There can be no assurances that such employees, consultants, advisors or third parties will not intentionally or unintentionally breach their agreements with us, that we will have adequate remedies for any breach, or that our trade secrets will not otherwise become known or independently developed by third parties, including our competitors. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent them, or those to whom they communicate it, from using that information to compete with us. In addition to contractual measures, we try to protect the confidential nature of our proprietary information by maintaining physical security of our premises and electronic security of our information technology systems. Such security measures may not, for example, in the case of misappropriation of a trade secret by an employee, consultant or other third party with authorized access, provide adequate protection for our proprietary information. Our security measures may not prevent an employee, consultant, or other third party from misappropriating our trade secrets and providing them to a competitor, and recourse we take against such misconduct may not provide an adequate remedy to protect our interests fully.

If any of our trade secrets were to be disclosed to or independently developed by a competitor, our competitive position would be harmed. The exposure of our trade secrets and other proprietary information would impair our competitive advantages and could have a material adverse effect on our business, financial condition, results of operations and prospects. In particular, a failure to protect our proprietary rights may allow competitors to copy our

products, services or technologies, which could adversely affect our pricing and market share. Unauthorized parties may also attempt to copy or reverse engineer certain aspects of our products, services or technologies that we consider proprietary. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our trade secret rights and related confidentiality, non-disclosure and non-use provisions, and outcomes of such litigation are unpredictable. Enforcing a claim that a party illegally disclosed, used or misappropriated a trade secret can be difficult, expensive and time-consuming, and the outcome is unpredictable. While we use commonly accepted security measures, trade secret violations are often a combination of federal and state law in the United States, and the criteria for protection of trade secrets can vary among different jurisdictions. If the steps we have taken to maintain our trade secrets are deemed inadequate, we may have insufficient recourse against third parties for misappropriating the trade secret. In addition, some courts are less willing or unwilling to protect trade secrets, and agreement terms that address non-competition are difficult to enforce in many jurisdictions and might not be enforceable in certain cases. Finally, even if we were to be successful on the enforcement of our claims, we may not be able to obtain adequate remedies.

It is also possible that others may independently develop information or technologies that are the same as or similar to our trade secrets or other proprietary technologies and develop products, services or technologies without obtaining access to our trade secrets or other proprietary information, in which case we could not assert any intellectual property rights, including trade secret rights, against such parties in a manner that could prevent legal recourse by us. If we fail to obtain or maintain trade secret protection, or if any of our confidential or proprietary information, such as our trade secrets, were to be disclosed or used by others without our consent or otherwise misappropriated, or if any such information was independently developed by a competitor, or if our competitors obtain our trade secrets or independently develop products, services or technologies that are the same as or similar to ours, our competitive market position could be materially and adversely harmed.

We may not be able to adequately protect our intellectual property.

We own valuable intellectual property, including trade secrets, patents, trademarks and copyrights. Our intellectual property protects our investments in technological innovation, research and development and plays an important role in maintaining our competitive position in the markets we serve. Our intellectual property may be infringed or misappropriated by our employees, our competitors or other third parties. The pursuit of remedies for infringement or misappropriation of intellectual property is expensive and uncertain. Additionally, our competitors may develop technologies of their own that are similar or superior to our proprietary technologies, or design around our patents, to lawfully avoid our intellectual property rights or challenge the validity of our patents in court or administrative proceedings. A failure to sufficiently secure or successfully enforce our intellectual property rights could adversely affect our business and competitive position.

Obtaining and maintaining patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

Governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. In addition, periodic maintenance fees, renewal fees, annuity fees and various other government fees on issued patents often must be paid to patent agencies over the lifetime of the patent and/or applications and any patent rights we may obtain in the future. While an unintentional lapse of a patent or patent application can in many cases be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which non-compliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Non-compliance events that could result in abandonment or lapse of a patent or patent application include, but are not limited to, failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. If we fail to maintain our patents and patent applications, we may not be able to stop a competitor from marketing products, services or technologies that are the same as or similar to our products, services or technologies, which would have a material adverse effect on our business, financial condition, results of operations and prospects.

We may incur costs to defend against, face liability for or be vulnerable to intellectual property infringement claims brought against us by others.

Third parties may assert claims against us alleging that we infringe upon, misappropriate, dilute or otherwise violate their intellectual property rights.

Any claim of infringement by a third party, even those without merit, could cause us to incur substantial costs defending against the claim, could distract our management from our business, could require us to cease use of such intellectual property and could create ongoing obligations if we are subject to agreements or injunctions (stipulated or imposed) preventing us from engaging in certain acts. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, we risk compromising our confidential information during this type of litigation. Our defense of any claim, regardless of its merit, could be expensive and time consuming and could divert management resources. We cannot predict the outcome of lawsuits and cannot ensure that the results of any such actions will not have an adverse effect on our business, financial condition or results of operations. Successful infringement claims against us could result in significant monetary liability or prevent us from selling our products or providing our services if licenses to the intellectual property in question are not available. In addition, resolution of claims may require us to redesign or rebrand our products, license rights from third parties on potentially unfavorable terms, cease using certain brand names or other intellectual property rights altogether, make substantial payments for royalty or license fees, legal fees, settlement payments or other costs or damages, or admit liability. Such outcomes could encourage others to bring claims against us. To the extent we seek a license to continue product or service offerings or operations found or alleged to infringe third-party intellectual property rights, such a license may be non-exclusive, and therefore our competitors may have access to the same technology licensed to us. In the event we are required to develop alternative, non-infringing technology, this could require significant time (during which we would be unable to continue to offer our affected product and service offerings), effort and expense, and may ultimately not be successful. Any of these events could harm our business and cause our financial condition, results of operations and liquidity to suffer.

Changes in patent laws or their interpretations could diminish the value of our patents in general, thereby impairing our ability to protect our current and future products, services or technologies, and could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our current or future patents.

Our ability to obtain patents and the breadth of any patents obtained is uncertain in part because, to date, some legal principles remain unresolved, and there has not been a consistent policy regarding the breadth or interpretation of claims allowed in patents in the United States and other countries. Changes in either patent laws or in interpretations of patent laws may diminish the value of our intellectual property rights or narrow the scope of our patent protection, which in turn could diminish the commercial value of our products, services and technologies.

If our trademarks and trade names are not adequately protected, we may not be able to build brand name recognition in our markets of interest, and our competitive position may be harmed.

Any trademarks we own or seek to register could be challenged, opposed, invalidated, infringed and circumvented by third parties, and our trademarks could also be diluted, declared generic or descriptive, or found to be infringing on other marks. If any of the foregoing occurs, we could be forced to re-brand our Company, products, services or technologies, resulting in loss of brand recognition, and requiring us to devote resources to advertising and marketing new brands, and suffer other competitive harm. Third parties, including competitors, may also adopt trade names or trademarks similar to ours, which could harm our brand identity and lead to market confusion. Further, there can be no assurance that competitors will not infringe our trademarks or that we will have adequate resources to enforce our trademarks. Certain of our current or future trademarks may become so well known by the public that their use becomes generic, and they lose trademark protection. Over the long term, if we are unable to establish name recognition based on our trademarks and trade names, then we may not be able to compete effectively. Any of the foregoing could have a material adverse effect on our competitive position, business, financial condition, results of operations and prospects.

There can be no assurance that any trademark applications we file will be approved for registration. During trademark registration proceedings, we may receive rejections. Although we are given an opportunity to respond to those rejections, we may be unable to overcome such rejections. In addition, in proceedings before the USPTO and comparable agencies in many foreign jurisdictions, third parties have opposed and may further oppose in the future our trademark applications and may seek to cancel trademark registrations or otherwise challenge our use of the trademarks. Opposition or cancellation proceedings may be filed against our trademark filings in these agencies, and such filings may not survive such proceedings. While we may be able to continue the use of our trademarks in the event registration is not available, particularly in the United States, where trademark rights are acquired based on use and not registration, third parties may be able to enjoin the continued use of our trademarks if such parties are able to successfully claim infringement in court. In addition, opposition or cancellation proceedings may be filed against our trademark applications and registrations and our trademarks may not survive such proceedings. If we do not secure registrations for our trademarks, we may encounter more difficulty in enforcing them against third parties than we otherwise would. Our trademarks or trade names may be infringed, circumvented, declared generic or determined to be violating or infringing on other marks.

Interruption or failure of our information technology systems could restrain our ability to effectively operate our business.

IT infrastructure is critical to supporting business objectives; failure of our IT infrastructure to operate effectively could adversely affect our business. If a problem occurs that impairs this infrastructure, the resulting disruption could impede our ability to record or process orders, manufacture and ship in a timely manner, or otherwise carry on business in the normal course. Any such events could cause us to lose customers or revenue and could require us to incur significant remediation expense. As we integrate, implement and deploy new IT processes and information infrastructure across our operations, we could experience disruptions in our business that could have an adverse effect on our business, financial condition, results of operations and cash flows.

Data privacy compliance and breaches and the evolving global governmental regulations relating to data privacy and cybersecurity could adversely affect our results of operations and profitability.

We are subject to increasingly complex and changing laws and regulations enacted to protect business and personal information in the United States and other jurisdictions regarding privacy, data protection and data security, including those related to the collection, storage, use, transmission and protection of personal information and other customer, vendor or employee data. Laws and regulations addressing personal information, including with respect to the European Union’s General Data Protection Regulation (“GDPR”), and the California Consumer Privacy Act of 2018 (“CCPA”) as amended by the California Privacy Rights Act (“CPRA”), and other similar U.S. state privacy laws, and the interpretation and enforcement of these and similar laws and regulations, are continuously evolving, and there is significant uncertainty with respect to how compliance with these laws and regulations may develop and the costs and complexity of future compliance. While we currently only collect personal information of our employees, the interpretation and application of data protection laws may be interpreted and applied in a manner that is inconsistent with our data practices. In addition, as a result of existing or new data protection requirements, we incur and expect to continue to incur significant ongoing costs as part of our efforts to protect our business data and personal information and comply with applicable law. Any failure, or perceived failure, to comply with our data protection or privacy-related legal obligations may result in governmental enforcement actions, litigation, or negative publicity, and could have an adverse effect on our financial condition and results of operations.

Risks Related to Legal, Compliance and Regulatory Matters

Government contracts are subject to extensive regulation, and failure to comply with such regulations may have a material adverse impact on our financial condition and results of operations.

We and many of our customers are parties to U.S. government contracts, which are subject to extensive regulations such as the Federal Acquisition Regulation (“FAR”), the Truth in Negotiations Act, the Service Contract Act and DoW security regulations. See “— We are subject to extensive government regulations, and changes in laws or regulations or the manner of their interpretation or enforcement could adversely impact our financial performance and restrict our ability to operate our business or execute our strategies.” Failure to comply with any of these regulations and

other government requirements may result in contract price adjustments, financial penalties or contract termination. We may be subject to criminal and civil penalties, suspension or debarment from future government contracts, and qui tam litigation brought by private individuals on behalf of the U.S. government under the False Claims Act, which could include claims for treble damages. These suits may remain under seal (and hence, be unknown to us) for some time while the government decides whether to intervene on behalf of the qui tam plaintiff. Our failure to comply with regulations applicable to government contracts could have a material adverse impact on our business, financial condition, results of operations and cash flows.

We are subject to significant government regulation for U.S.-controlled goods and technologies, which may cause us to incur significant expenses to comply with new or more stringent governmental regulation and may subject us to regulatory actions, which may adversely impact our business, financial condition and results of operations.

The U.S. Department of Commerce (the “Commerce Department”) and the U.S. Department of State (“State Department”) regulate the export, re-export and re-transfer of U.S.-controlled goods and technologies. We are subject to the Commerce Department’s and the State Department’s regulations with respect to the lease and sale to foreign entities of all controlled articles that we manufacture. The Commerce Department and the State Department, in certain cases, require us to obtain authorization for the export, re-export or re-transfer within foreign countries of certain items. We must expend resources to comply with these regulations, and our failure to comply with these regulations may subject us to regulatory actions, which may adversely impact our business, financial condition or results of operations.

We must comply with all applicable export control laws and regulations of the United States and other countries. U.S. laws and regulations applicable to us include the Arms Export Control Act (“AECA”), the International Traffic in Arms Regulations (“ITAR”), the Export Administration Regulations (“EAR”), and the trade sanctions laws and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). The EAR restricts the export of dual-use products and technical data to certain countries, while ITAR restricts the export of defense products, technical data and defense services. The U.S. government agencies responsible for administering the EAR and ITAR have significant discretion in the interpretation and enforcement of these regulations. We cannot provide services to certain countries subject to U.S. trade sanctions or restrictions unless we first obtain the necessary authorizations from the applicable regulatory agency.

We are prohibited from doing business with entities designated by OFAC on its “Specially Designated Nationals List,” and must monitor our operations and existing and potential lessees and other counterparties for compliance with OFAC’s rules. Similarly, sanctions or prohibitions issued by the United Nations, the U.S. government, the European Union or other governments could prohibit or restrict us from doing business in certain countries, or with certain customers or persons, and we must monitor our operations and existing and potential customers and other counterparties for compliance with such sanctions. We must expend resources to comply with these regulations, and our failure to comply with these regulations may subject us to regulatory actions, which may adversely impact our business, financial condition or results of operations.

We are subject to extensive government regulations, and changes in laws or regulations or the manner of their interpretation or enforcement could adversely impact our financial performance and restrict our ability to operate our business or execute our strategies.

We sell a significant number of products, and provide solutions, to the U.S. government and to customers whose products are sold or services are provided to the U.S. government, and therefore we must comply with numerous laws and regulations, for which compliance is costly. See “— Government contracts are subject to extensive regulation and failure to comply with such regulations may have a material adverse impact on our financial condition and results of operations.”

New laws or regulations, or changes in existing laws or regulations or the manner of their interpretation or enforcement, could increase our cost of doing business and restrict our ability to operate our business or execute our strategies. There may be significant changes in U.S. laws and regulations and international trade agreements that could affect a wide variety of industries and businesses, including those businesses we own and operate. In particular, as a contractor subject to terms of U.S. government contracts, we are heavily regulated in most fields in which we operate.

We engage with numerous U.S. governmental agencies and entities, and when working with these and other entities, we must comply with and are affected by certain laws and regulations relating to the formation, administration and performance of government contracts. Some significant laws and regulations that may affect us include the following:

•        the FAR, and agency regulations supplemental to FAR, which regulate the formation, administration and performance of U.S. government contracts;

•        the Defense Counterintelligence and Security Agency (“DCSA”) and agency regulations at our Gorham, Maine facility which has a “classified” facility clearance, restricted test equipment and certain “cleared” employees. Failure to maintain any of these various DCSA certifications could lead to extended delays in being able to process products deemed “classified” by the U.S. government;

•        the False Statements Act, which imposes civil and criminal liability for making false statements to the U.S. government;

•        the Truthful Cost or Pricing Data Statute (formerly known as the “Truth in Negotiations Act”), which requires certification and disclosure of cost and pricing data in connection with the negotiation of certain contracts, modifications or task orders;

•        the Procurement Integrity Act, which regulates access to competitor bid and proposal information and certain internal government procurement sensitive information, and our ability to provide compensation to certain former government procurement officials;

•        laws and regulations restricting the ability of a contractor to provide gifts or gratuities to employees of the U.S. government, including the FCPA which prohibits U.S. citizens and entities from bribing foreign government officials to benefit their business interests;

•        post-government employment laws and regulations, which restrict the ability of a contractor to recruit and hire current employees of the U.S. government and deploy former employees of the U.S. government;

•        laws, regulations and executive orders restricting the handling, use and dissemination of information classified for national security purposes or determined to be “controlled unclassified information” or “for official use only,” and the export of certain products, services and technical data, including requirements regarding any applicable licensing of our employees involved in such work;

•        laws, regulations, and executive orders regulating the handling, use and dissemination of personally identifiable information in the course of performing a U.S. government contract;

•        International trade compliance laws, regulations, and executive orders that prohibit business with certain sanctioned entities and require authorization for certain exports or imports in order to protect national security and global stability, including ITAR that controls the manufacture, sale and distribution of defense and space-related articles and services as defined in the United States Munitions List;

•        laws, regulations and executive orders governing organizational conflicts of interest that may restrict our ability to compete for certain U.S. government contracts because of the work that we currently perform for the U.S. government or may require that we take measures such as firewalling off certain employees or restricting their future work activities due to the current work that they perform under a U.S. government contract;

•        laws, regulations and executive orders that impose requirements on us to ensure compliance with requirements and protect the U.S. government from risks related to our supply chain such as compliance with Cybersecurity Maturity Model Certification;

•        laws, regulations, and mandatory contract provisions providing protections to employees or subcontractors seeking to report alleged fraud, waste and abuse related to a U.S. government contract;

•        the Contractor Business Systems rule, which authorizes DoW agencies to withhold a portion of our payments if we are determined to have a significant deficiency in our accounting, cost estimating, purchasing, earned value management, material management and accounting, and/or property management system; and

•        the Cost Accounting Standards (“CAS”) and Cost Principles, which impose accounting and allowability requirements that govern our right to reimbursement under certain cost-based U.S. government contracts and require consistency of accounting practices over time.

The U.S. government may revise its procurement practices or adopt new contract rules and regulations at any time. In addition to federal laws and regulations, we are also subject to various local government regulations and procurement policies and practices, including regulations relating to import-export control, investments, exchange controls, and repatriation of earnings, as well as varying currency, political and economic risks.

U.S. government contracts are, by their terms, subject to termination by the U.S. government either for convenience or default by the contractor. In addition, U.S. government contracts are conditioned upon the continuing availability of Congressional appropriations. The U.S. Congress usually appropriates funds for a given program on a September 30 fiscal year basis, even though contract performance could take many years. As is common in the industry, we are subject to business risk, including changes in governmental appropriations, delays in passage by Congress of annual federal government budgets, national defense policies, service modernization plans, military base reductions and closures, and availability of funds. Any of these factors could materially adversely affect our business with the U.S. government in the future.

The U.S. government has a broad range of actions it can instigate to enforce its procurement laws and policies. These include proposing debarment or suspending for a contractor, certain of its operations or individual employees or debarring a contractor, certain of its operations or individual employees from future government business. In addition to criminal, civil, and administrative actions by the U.S. government, under The False Claims Act, an individual alleging fraud related to payments under a U.S. government contract or program may file a qui tam lawsuit against us on behalf of the government; if successful in obtaining a judgment or settlement, the individual filing the suit may receive up to 30% of the amount recovered by the government. If we are subject to an enforcement action by the U.S. government, it could materially and adversely affect our reputation, the willingness of our current or prospective customers to do business with us and our results of operations.

Compliance with disclosure obligations relating to “conflict minerals” may require us and our suppliers to incur additional expenses and may result in disclosure by us that the tungsten used in products we manufacture or contract to manufacture is not “DRC conflict free.”

Because we manufacture or contract to manufacture products that contain tungsten, we will be required under rules promulgated by the SEC governing disclosure of the use of “conflict minerals” to determine whether tungsten is necessary to the functionality or production of our products and, if so, conduct a country of origin inquiry with respect to all sourced tungsten. If any sourced tungsten may have originated in the Democratic Republic of the Congo, or DRC, or any of its adjoining countries, or the “covered countries”, then we and our suppliers must conduct diligence on the source and chain of custody of such tungsten to determine if it originated in one of the covered countries. Disclosures relating to our products that may contain such tungsten must be provided in a Form SD (and accompanying conflict minerals report, if required, to disclose the diligence undertaken by us in sourcing the tungsten and our conclusions relating to such diligence). Compliance with this disclosure rule may be very time-consuming for our management and personnel (as well as time-consuming for our suppliers) and could involve the expenditure of significant amounts of money by us and our suppliers.

We are subject to the requirements of the National Industrial Security Program Operating Manual for facility security clearance, which is a prerequisite for our ability to perform on classified contracts for the U.S. government.

DoW facility security clearance is required in order to be awarded, and to be able to perform on, classified contracts for the DoW and certain other agencies of the U.S. government, which is a significant part of our business. We have obtained clearance at appropriate levels that require stringent qualifications, and we may be required to seek higher level clearances in the future which could cause us to incur costs associated with compliance and the implementation of any required security features. We cannot assure you that we will be able to maintain our security clearance. If for some reason our security clearance is invalidated or terminated, we may not be able to continue to perform our present classified contracts or be able to enter into new classified contracts, which could affect our ability to compete for and capture new business.

The construction of aircraft is heavily regulated, and failure to comply with applicable laws could reduce our sales or require us to incur additional costs to achieve compliance, and we may incur significant expenses to comply with new or more stringent governmental regulation.

We manufacture a number of products used in the Aerospace industry. The Aerospace industry is highly regulated in the United States by the Federal Aviation Administration and in other countries by similar agencies. Individual OEMs require us to maintain Quality Management Systems consistent with AS9100 at our Lewiston, Coldwater and Euclid facilities in order to engineer and provide parts. If we fail to maintain our certification to AS9100, our operations would be adversely affected. New or more stringent governmental regulations may be adopted, or industry oversight heightened in the future, and we may incur significant expenses to comply with any new regulations or any heightened industry oversight.

In addition, recent U.S. government administrations have relied on executive orders in lieu of federal legislation to implement regulatory policy and objectives, and the U.S. Supreme Court has recently issued decisions that have added uncertainty to the federal regulatory apparatus. Each of these developments could exacerbate regulatory unpredictability. We may be unable to anticipate changes in regulatory approaches by different branches and administrations of the U.S. federal government. Therefore, we may be unable to make timely operational or other changes or to ensure compliance with federal regulations or executive orders. Executive orders or regulatory priorities issued or rescinded by the U.S. federal government administrations may require us to make additional capital expenditures, incur additional costs, or cause a delay or the abandonment of projects or awarded contracts, which could materially adversely affect our business, financial condition and results of operations. The increased regulatory uncertainty following the aforementioned U.S. Supreme Court decisions could also result in delays and other impediments to the federal agency rulemaking process, which could materially adversely affect our business, financial condition and results of operations.

Our manufacturing processes, and the manufacturing processes of many of our suppliers and customers, are energy intensive and generate carbon dioxide and other “Greenhouse Gases.” Legislation or regulations restricting emissions of Greenhouse Gases, if enacted or adopted in an onerous form, could have a material adverse impact on our results of operations, financial condition and cash flows.

Our manufacturing processes require extensive amounts of energy, which produce greenhouse gases, and the manufacturing processes themselves often generate greenhouse gases as part of these processes. Political debates related to the impacts of greenhouse gas emissions on the global climate are prevalent. There has been an increased focus in the last several years on climate change in response to findings that emissions of carbon dioxide, methane and other greenhouse gases present an endangerment to public health and the environment. As a result, there have been a variety of regulatory developments, proposals or requirements and legislative initiatives that have been introduced in the United States and other parts of the world that are focused on restricting the emission of greenhouse gases and enhancing greenhouse gas emissions disclosure requirements, including increased fuel efficiency standards, carbon taxes or cap and trade systems, restrictive permitting and incentives for renewable energy. The adoption of new or more stringent legislation or regulatory programs limiting greenhouse gas emissions from our business or our clients, or reducing the demand for our clients’ products, could in turn affect demand for our products and services, which could have a material adverse impact on our financial condition, results of operations and cash flows.

Further, technology to support the transition to lower-carbon operations within the timeframe that could be required by future regulation or expected in the future by our customers may not be available at the scale necessary to support our operations, in a timely or cost-effective manner or at all. It is possible that, over time, due to both regulatory action and/or changing customer and societal norms and expectations regarding the causes and importance of climate change issues, demand for products in one or more of our key industries could decline due to the nature of the climate impact associated with such products. If we fail to keep pace with changing demand and technological advancement, our customers could shift in favor of products that we do not produce and that generate fewer greenhouse gases. If we fail to appropriately adapt to the expectations of our customers or other stakeholders, or otherwise are perceived as failing to adequately address climate change concerns, the resulting negative perceptions could adversely affect our business, reputation and access to capital.

Any failure to comply with applicable environmental laws could result in significant liabilities or harm our reputation.

We are subject to various domestic and international environmental laws and regulations that govern the discharge of pollutants and disposal of wastes, and which may require that we investigate and remediate the effects of the release or disposal of materials, such as acetone, phosphoric acid, butyl acetate, hydrochloric acid, toluene, sulfuric acid, ethanol and sodium hydroxide, at sites associated with past and present operations. We could incur substantial cleanup costs, fines and civil or criminal sanctions, third party property damage or personal injury claims as a result of violations or liabilities under these laws or non-compliance with environmental permits required at our facilities. We currently monitor our Lewiston site to ensure compliance with a Maine Department of Environmental Protection corrective action plan. We also could be subject to future laws and regulations that govern greenhouse gas emissions and various matters related to climate change and other air emissions, including laws restricting or requiring significant disclosure obligations associated with such omissions, which could increase our operating costs. See “— Our manufacturing processes, and the manufacturing processes of many of our suppliers and customers, are energy intensive and generate carbon dioxide and other ‘Greenhouse Gases.’ Legislation or regulations restricting emissions of Greenhouse Gases, if enacted or adopted in an onerous form, could have a material adverse impact on our results of operations, financial condition and cash flows.”

From time-to-time, we may be a party to lawsuits and other proceedings involving alleged violations of, or liabilities arising from, environmental laws. If our liability is probable and we can reasonably estimate our costs, we may record environmental liabilities in our financial statements. In many cases, we are not able to determine whether we are liable or if liability is probable or to reasonably estimate the loss or range of loss. Estimates of our liability remain subject to additional uncertainties, including the nature and extent of site contamination, available remediation alternatives, the extent of corrective actions that may be required, and the participation, number and financial condition of other potentially responsible parties, as well as the extent of their responsibility for the remediation. We will adjust our accruals to reflect new information as necessary. Future adjustments could have a material adverse effect on our results of operations in a given period, but we cannot reliably predict the amounts of such future adjustments. As of December 31, 2025, our reserves for environmental matters totaled approximately $550,000 relating to the cleanup of a dissolving line in Lewiston. Based on currently available information, we do not believe that there is a reasonable possibility that a loss exceeding the amount already accrued for any of the sites with which we are currently associated (either individually or in the aggregate) will be material, but estimating the extent of possible losses is subject to many factors and is uncertain. Future developments, administrative actions or liabilities relating to environmental matters could also have a material adverse effect on our business, financial condition and results of operations.

Changes in the regulatory environment, including environmental, health and safety regulations, could subject us to increased compliance and manufacturing costs, which could have a material adverse effect on our business.

Health and safety regulations.    Certain of our products contain hard metals, including tungsten and molybdenum. Hard metal dust is being studied for potential adverse health effects by organizations in several regions throughout the world, including the United States, Europe and Japan. Future studies on the health effects of hard metals may result in our products being classified as hazardous to human health, which could lead to new regulations in countries in which we operate that may restrict or prohibit the use of, and/or exposure to, hard metal dust. New regulation of hard metals could require us to change our operations, and these changes could affect the quality of our products and materially increase our costs.

Environmental regulations.    We are subject to various environmental laws, and any violation of, or our liabilities under, these laws could adversely affect us. Our operations necessitate the use and handling of hazardous materials such as acetone, phosphoric acid, butyl acetate, hydrochloric acid, hydrofluoric acid, toluene, sulfuric acid, ethanol and sodium hydroxide and, as a result, we are subject to various federal, state, local and foreign laws, regulations and ordinances relating to the protection of the environment, including those governing discharges to air and water, handling and disposal practices for solid and hazardous wastes, the cleanup of contaminated sites and the maintenance of a safe workplace. These laws impose penalties, fines and other sanctions for noncompliance and liability for response costs, property damages and personal injury resulting from past and current spills, disposals or other releases of, or exposure to, hazardous materials. We could incur substantial costs as a result of noncompliance with or liability for cleanup or other costs or damages under these laws. We may be subject to more stringent environmental laws in the future. If more stringent environmental laws are enacted in the future, these laws could have a material adverse effect on our business, financial condition and results of operations.

Climate change and resulting legal or regulatory responses.    There is growing concern that a gradual increase in global average temperatures may cause significant changes in weather patterns around the globe and an increase in the frequency and severity of natural disasters. Such climate change may impair our production capabilities, disrupt our supply chain or impact demand for our products, and may also result in additional legal or regulatory requirements designed to reduce or mitigate the effects of carbon dioxide and other greenhouse gas emissions on the environment. The impacts of climate change and legal or regulatory initiatives to address climate change could have a long-term adverse impact on our business, financial condition and results of operations. See “— Our manufacturing processes, and the manufacturing processes of many of our suppliers and customers, are energy intensive and generate carbon dioxide and other “Greenhouse Gases,” and legislation or regulations restricting emissions of Greenhouse Gases, if enacted or adopted in an onerous form, could have a material adverse impact on our results of operations, financial condition and cash flows.”

Product liability and product quality claims could adversely affect our operating results.

We produce ultra-high strength, high temperature, corrosion-resistant alloys and high-power systems designed for our customers’ demanding applications, particularly in our Aerospace, Defense and Government, Industrial, Medical, Semiconductor and Electronics and Energy end markets. Failure of the materials or components that are included in our customers’ applications could give rise to substantial product liability claims. There can be no assurance that our insurance coverage will be adequate or continue to be available on terms acceptable to us. We have complex manufacturing processes necessary to meet our customers’ stringent product specifications. We are also required to adhere to various third-party quality certifications and perform sufficient internal quality reviews to ensure compliance with established standards. If we fail to meet customers’ specifications for their products or these certifications, we may be subject to product quality costs and claims. These costs are generally not insured. The impacts of product liability and quality claims could have a material adverse impact on our business, financial condition, results of operations and cash flows.

Adverse judgments or settlements in legal disputes, including product liability, intellectual property infringement and other claims, could result in materially adverse monetary damages or injunctive relief, and damage our business and/or our reputation.

We are subject to, and may become a party to, a variety of litigation or other claims and suits that arise from time to time in the ordinary course of our business. The results of litigation and other legal proceedings are inherently uncertain, and adverse judgments or settlements in some or all of these legal disputes may result in materially adverse monetary damages or injunctive relief against us, or in other adverse consequences to our financial condition and results of operations. Our insurance policies may not protect us against potential liability due to various exclusions in the policies, self-insured retention amounts or policy limits. Partially or completely uninsured claims, if successful and of significant magnitude, could have a material adverse effect on our business, financial condition and results of operations. Any claims or litigation, even if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively or obtain adequate insurance at an acceptable cost in the future.

The components we manufacture can expose us to potential liabilities. For instance, our manufacturing operations expose us to potential product liability claims resulting from injuries caused by defects in components we design or manufacture, as well as potential claims that components we design infringe on third-party intellectual property rights. Such claims could subject us to significant liability for damages, subject the infringing portion of our business to injunction and, regardless of their merits, could be time-consuming and expensive to resolve. We may also have greater potential exposure from warranty claims due to problems caused by component or product design. Although we have product liability insurance coverage, it may not be sufficient to cover the full extent of our product liability, if at all. A successful product liability claim in excess or outside of our insurance coverage or any material claim for which insurance coverage is denied or limited and for which indemnification is not available could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Indebtedness; Other Financial and Accounting Risks

We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these weaknesses, or otherwise fail to maintain proper and effective internal controls, our ability to produce timely and accurate financial statements could be impaired, which could adversely affect our operating results, our ability to operate our business, our stock price and access to the capital markets.

As a public company, we will be required to maintain internal control over financial reporting and to report any material weaknesses in such internal controls. In addition, beginning with our second annual report on Form 10-K, we will be required to furnish a report by management on the effectiveness of our internal control over financial reporting, pursuant to the rules and regulations of the SEC regarding compliance with Section 404 of the Sarbanes-Oxley Act. The process of designing, implementing and testing the internal control over financial reporting required to comply with this obligation is time-consuming, costly and complicated. We have identified material weaknesses in our internal control over financial reporting relating to (1) the segregation of duties surrounding the review and approval of transactions in our EMP division, which is a result of limited headcount resources within the finance department, and (2) ineffective information technology general controls, which is a result of a lack of design and maintenance of such controls. These material weaknesses have led to a conclusion that our internal control over financial reporting and disclosure controls and procedures were not effective as of December 31, 2025. Our inability to remediate these material weaknesses, our discovery of additional control deficiencies or material weaknesses in internal control, and our inability to achieve and maintain effective disclosure controls and procedures and internal control over financial reporting could adversely affect our results of operations, our stock price and investor confidence in our Company.

Our management has taken action to begin remediating these material weaknesses we have identified in our internal control over financial reporting; however, certain remedial actions have not started or have only recently been undertaken. While we undertook steps to implement our remediation plan throughout the fiscal year ending December 31, 2025, we cannot be certain as to when remediation will be fully completed. In addition, we could in the future identify additional internal control deficiencies that could rise to the level of a material weakness or uncover other errors in financial reporting. During the course of our evaluation, we may identify areas requiring improvement and may be required to design additional enhanced processes and controls to address issues identified through this review. In addition, there can be no assurance that such remediation efforts will be successful, that our internal control over financial reporting will be effective as a result of these efforts or that any such future deficiencies identified may not be material weaknesses that would be required to be reported in future periods.

If we fail to remediate these material weaknesses and maintain effective disclosure controls and procedures or internal control over financial reporting, we may not be able to rely on the integrity of our financial results, which could result in inaccurate or late reporting of our financial results, as well as delays or the inability to meet our future reporting obligations or to comply with SEC rules and regulations. As a result, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could decline. We could also become subject to investigations by the stock exchange on which our common stock is listed, the SEC or other regulatory authorities, which could require additional financial and management resources. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

Failure to have effective internal control over financial reporting and disclosure controls and procedures can impair our ability to produce accurate financial statements on a timely basis and could lead to a restatement of our financial statements. If, as a result of the ineffectiveness of our internal control over financial reporting and disclosure controls and procedures, we cannot provide reliable financial statements, our business decision processes may be adversely affected, our business and results of operations could be harmed, investors could lose confidence in our reported financial information and our ability to obtain additional financing, or additional financing on favorable terms, could be adversely affected.

Restrictions contained in our revolving credit facilities and other debt agreements may limit our ability to incur additional indebtedness, or our failure to comply with the related covenants could result in an event of default that may accelerate our repayment obligations.

Our existing revolving credit facilities and other debt agreements (each a “Debt Facility” and collectively, “Debt Facilities”) contain restrictive covenants, including restrictions on our and our subsidiaries’ ability to incur indebtedness. These restrictions could limit our ability to effectuate future acquisitions, limit our ability to pay dividends, limit our ability to make capital expenditures or restrict our financial flexibility. A number of our Debt Facilities contain covenants requiring us to achieve certain financial and operating results and maintain compliance with specified financial ratios. Our ability to meet the financial covenants or requirements in our Debt Facilities may be affected by events beyond our control, and we may not be able to satisfy such covenants and requirements.

For example, the Wells Fargo LOC (as defined later in this prospectus) contains customary event of default provisions, as well as restrictions on our ability to incur indebtedness, grant liens, dispose of assets, make investments, bail or cosign inventory or engage in transactions with affiliates (each such covenant subject to certain exceptions). The Wells Fargo LOC also requires us to maintain a minimum net worth and leverage ratio.

A breach of these covenants or our inability to comply with the financial ratios, tests or other restrictions contained in a Debt Facility could result in an event of default under one or more of our other Debt Facilities. Upon the occurrence of an event of default under a Debt Facility, and the expiration of any grace periods, the lenders could elect to declare to be immediately due and payable all amounts outstanding under one or more of our other Debt Facilities, together with accrued interest. If this were to occur, our assets may not be sufficient to fully repay the amounts due under our Debt Facilities or our other indebtedness. Additionally, we may not be able to amend our Debt Facilities or any future debt agreement or obtain needed waivers on satisfactory terms. There can be no assurance that, if needed to avoid noncompliance with our Debt Facilities in the future, we will obtain the necessary waivers from the applicable lenders on satisfactory terms or at all. As a result, there could be an event of default under such agreements, which could result in an acceleration of repayment and have a material adverse impact on our financial condition and results of operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Indebtedness” for a more detailed discussion of our current Debt Facilities.

The amount of debt we have outstanding, as well as any debt we may incur in the future, could have an adverse effect on our operational and financial flexibility.

As of December 31, 2025, we had approximately $53.5 million of debt principal outstanding, which includes approximately $17.3 million of related-party debt and excludes a forgivable loan of $0.1 million. Changes to our level of debt subsequent to December 31, 2025, could have significant consequences on our business, including the following:

•        depending on interest rates and debt maturities, a substantial portion of our cash flow from operations could be dedicated to paying principal and interest on our debt, thereby reducing funds available for our acquisition strategy, capital expenditures or other purposes;

•        a significant amount of additional debt could make us more vulnerable to changes in economic conditions or increases in prevailing interest rates;

•        we may be unable to obtain additional financing on the same or better terms as our outstanding related-party indebtedness (See “Certain Relationships and Related Party Transactions”);

•        our ability to obtain additional financing for acquisitions, capital expenditures or for other purposes could be impaired;

•        our indebtedness-related hedging activities may not perform as expected or as they have historically performed, which could increase our exposure to interest rate, currency, or other financial risks;

•        the increase in the amount of debt we have outstanding and the associated interest expense increases the risk of non-compliance with some of the covenants in our debt agreements which require us to maintain specified financial ratios (See “— Restrictions contained in our revolving credit facilities and other debt agreements may limit our ability to incur additional indebtedness, or our failure to comply with related covenants could result in an event of default that may accelerate our repayment obligations.”); and

•        we may be more leveraged than some of our competitors, which may result in a competitive disadvantage.

Our variable rate Debt Facilities subject us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under certain of our Debt Facilities, including the Wells Fargo LOC, the Wells Fargo Term Note, the Domestic March 2020 Line of Credit and the Great Falls Term Loan (as defined below), which is held by a related party (see “Certain Relationships and Related Party Transactions”), are at a variable rate of interest and expose us to interest rate risk. As of December 31, 2025, we had $46.8 million of outstanding indebtedness subject to variable interest rates. If interest rates were to increase, our debt service obligations on the variable rate Debt Facilities would increase, even though the amount borrowed under certain of our Debt Facilities remained the same, and our net income and cash flows, including cash available for servicing our Debt Facilities, will correspondingly decrease. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Indebtedness” for a more detailed discussion of our current Debt Facilities and corresponding interest rates.

We may be exposed to liabilities if it is determined that our compensation arrangements do not comply with, or are not exempt from, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”).

Section 409A of the Code, sets forth the rules governing non-qualified deferred compensation arrangements. Section 409A contains many technical, complicated and ambiguous rules and regulations, including proposed but not yet finalized regulations that do not currently have the force of law, all of which make compliance with Section 409A difficult to assess and to ensure. While we believe we have structured our compensation arrangements (including our equity incentive awards) so that they either comply with, or are exempt from, Section 409A, it is possible that some of these compensation arrangements will be later determined to be not exempt or compliant. In some instances, we have determined that amendments to certain of our compensation arrangements were advisable in order to mitigate or eliminate potential Section 409A non-compliance risk, though there can be no assurance that such amendments will mitigate or eliminate any such risk. If it is determined that any of our compensation arrangements are neither compliant with, nor exempt from, Section 409A, we may be subject to significant liabilities and costs, including penalties for failing to properly report deferred compensation arrangements under Section 409A and to withhold taxes payable by our service providers, including our employees, and we may be required to pay to the applicable governmental authorities the amount of taxes we should have withheld and related interest and penalties. In addition, our service providers, including our employees, that participate in such arrangements may experience significant adverse tax consequences under Section 409A, including a 20% federal penalty tax imposed on the amount of compensation involved (plus, as applicable, similar excise taxes under state law or foreign law). These liabilities may be significant, and the imposition of such liabilities may materially affect our employee relations. In addition, in the event any such liabilities were imposed on our service providers, including our employees, we could decide to take remedial action, including making cash payments to adversely affected service providers, including our employees. Any amounts so paid by us could materially and adversely affect our results of operations, financial condition, business and prospects.

Adverse business conditions could restrict our ability to generate cash and service our indebtedness.

Our ability to pay interest on our debt and to satisfy our other debt obligations depends in part upon our future financial and operating performance and that of our subsidiaries, and upon our ability to renew or refinance borrowings. Prevailing economic conditions and financial, business, competitive, legislative, regulatory and other factors, many of which are beyond our control, affect our ability to make these payments. While we believe that cash flow from our current level of operations, available cash and available borrowings under our revolving credit facility provide adequate sources of liquidity, a significant drop in operating cash flow resulting from economic conditions, competition or other uncertainties beyond our control could create the need for alternative sources of liquidity. If we are unable to generate sufficient cash flow to meet our debt service obligations, we will have to pursue one or more alternatives, such as reducing or delaying capital or other expenditures, refinancing debt, selling assets or raising equity capital.

If we are unable to maintain effective disclosure controls and procedures and internal control over financial reporting, our stock price and investor confidence in us could be materially and adversely affected.

As a public company, we will be required to maintain both disclosure controls and procedures and internal control over financial reporting that are effective, and we have recently made changes to our internal controls and procedures in order to comply with these requirements. Because of its inherent limitations, internal control over financial reporting, however well designed and operated, can only provide reasonable, and not absolute, assurance that the controls will 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. Because of these and other inherent limitations of control systems, there is only a reasonable assurance that our controls will succeed in achieving their goals under all potential conditions. The failure of controls by design deficiencies or absence of adequate controls could result in a material adverse effect on our business, financial condition and results of operations. See “— We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these weaknesses, or otherwise fail to maintain proper and effective internal controls, our ability to produce timely and accurate financial statements could be impaired, which could adversely affect our operating results, our ability to operate our business, our stock price and access to the capital markets.” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more a more detailed discussion of our identified material weaknesses in internal controls and procedures.

Any determination requiring the impairment of a significant portion of goodwill or other long-lived assets has had, and may in the future have, a negative impact on our financial condition and results of operations.

The preparation of financial statements in conformity with U.S. GAAP requires management to make significant and subjective estimates and assumptions that may affect the reported amounts of tangible and intangible long-lived assets, including goodwill, in the consolidated financial statements. These estimates are integral in the determination of whether a potential non-cash impairment loss exists as well as the calculation of that loss. We have various long-lived assets that are subject to impairment testing. We review the recoverability of goodwill annually, or more frequently whenever significant events or changes in circumstances indicate that the recorded goodwill of a reporting unit may be below that reporting unit’s fair value. Our businesses operate in highly cyclical industries, such as Aerospace, Defense and Government and, our estimates of future cash flows, market demand, the cost of capital, and forecasted growth rates and other factors may fluctuate, which may lead to changes in estimated fair value and, therefore, impairment charges in future periods. Additionally, we have a significant amount of property, plant and equipment and acquired intangible assets that may be subject to impairment testing, depending on factors such as market conditions, the demand for our products, and facility utilization levels. While we have not historically had any impairments of goodwill or other long-lived assets, determinations requiring the impairment of a significant portion of goodwill or other long-lived assets may in the future have a negative impact on our financial condition and results of operations.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes appearing elsewhere in this prospectus. We base our estimates on short duration historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates.” The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity, and the amount of revenue and expenses. Significant estimates and judgments include: over time revenue recognition, the valuation of inventory and related reserves, the assessment of recoverability of goodwill inventory valuation and stock-based compensation. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the market price of our common stock.

Changes in tax laws and regulations or exposure to additional tax liabilities could adversely affect our financial results.

Changes in U.S. federal, state and local or foreign tax laws and regulations, or their interpretation and application, including those with retroactive effect, could result in increases in our tax expense and affect profitability and cash flows. Furthermore, compliance with the tax regimes we are subject to is difficult and expensive. If we fail to adhere, or are alleged to have failed to adhere, to any applicable U.S. federal, state and local, or foreign laws or regulations, or if such laws or regulations negatively affect sales of our products, our business, financial condition and results of operations may be materially adversely affected. In addition, our future results could be materially adversely affected by changes in applicable federal, state and foreign laws and regulations, or the interpretation or enforcement thereof (including tax-rate changes, new tax laws such as the proposed 15% global minimum tax under the Organization for Economic Co-operation and Development Pillar Two, Global Anti-Base Erosion Rules, or revised tax law interpretations).

For example, on July 4, 2025, the One Big Beautiful Bill Act (“the OBBB Act”) was enacted into law. The OBBB Act includes significant changes to the U.S. tax code, including restoration of immediate recognition of domestic research and development expenditures and reinstatement of 100% bonus depreciation for qualifying property. The OBBB Act also removes the deductions under Code Section 179D for energy-efficient commercial buildings, effective for properties where construction begins after June 30, 2026. Additionally, the OBBB Act eases the limitation on interest expense deductions by allowing companies to calculate their income for 163(j) purposes before deducting depreciation and amortization. We have evaluated the impact of the OBBB Act on our financial statements for the year ended December 31, 2025, and have determined the effects were not material for that period. However, the ultimate impact of the OBBB Act remains uncertain and depends on various factors, including the issuance of future regulatory guidance and further judicial or administrative interpretations.

We continue to monitor developments and evaluate the impact of the OBBB Act on our consolidated financial statements, specifically regarding our deferred tax assets and liabilities. If our interpretations of this legislation are incorrect, or if the underlying tax laws change, we may be required to recognize adjustments in future periods. Such adjustments could be material and could negatively impact our results of operations and the market price of our common stock.

Issues relating to tax audits or examinations and any related interest or penalties and uncertainty in obtaining deductions or credits claimed in various jurisdictions could also impact the accounting for income taxes. Our results of operations are reported based on our determination of the amount of taxes we owe in various tax jurisdictions, and our provision for income taxes and tax liabilities are subject to review or examination by taxing authorities in applicable tax jurisdictions. An adverse outcome of such a review or examination could adversely affect our business, financial condition and results of operations. Further, the results of tax examinations and audits could have a negative impact on our results of operations and financial condition where the results differ from the liabilities recorded in our financial statements.

General Risk Factors

Macroeconomic conditions could have a material adverse impact on our business, financial condition, results of operations and cash flows.

Customer demand for our products may be impacted by weak macroeconomic conditions, inflation, stagflation, recessionary or lower-growth environments, high or rising interest rates, equity market volatility or other negative economic factors in the United States or other nations. For example, under these conditions or expectation of such conditions, our customers may cancel orders, delay purchasing decisions or reduce their use of our services. In addition, these economic conditions have resulted in the past, and could result in the future, in higher inventory levels and the resulting excess capacity charges from our manufacturing partners if we need to slow production to reduce inventory levels. Further, in the event of a recession or threat of a recession, our manufacturing partners, suppliers, distributors, and other third-party partners may suffer their own financial and economic challenges and as a result they may demand pricing accommodations, delay payment or become insolvent, which could harm our ability to meet our customer demands or collect revenue or otherwise could harm our business. Similarly, disruptions in financial and/or credit markets may limit our ability to manage normal commercial relationships with our manufacturing partners, customers, suppliers and creditors and might prevent us from accessing preferred sources of liquidity when we would like and increase our borrowing costs. Thus, if general macroeconomic conditions, or conditions in key markets, deteriorate or experience a sustained period of weakness or slower growth, our business, financial condition and results of operations could be materially and adversely affected.

Economic turmoil, political instability, and social unrest globally could have a material adverse impact on our business, financial condition and results of operations.

Economic and political conditions in the geographic markets we serve have experienced significant turmoil over the last several years, including recent changes in U.S. geopolitical priorities, a potential global recession, slow economic activity, war and refugee crises in the Middle East and Europe, tight credit markets, inflation and deflation concerns, increased interest rates, low consumer confidence, limited capital spending, adverse business conditions, terrorist attacks, changes in government priorities, trade wars, anti-globalization movements, efforts to combat climate change, a government shutdown, gridlock from a divided Congress, and liquidity concerns. These factors vary in intensity by region. For example, hostilities in the Middle East have resulted in periodic disruptions to global shipping,

which could intensify and result in significant delays in shipments of products or supplies, materially increased shipping costs and loss of revenues. Likewise, recent tax reform legislation is predicted to substantially increase borrowing by the federal government, which could lead to both increased interest rates and increased inflation. We cannot predict the timing, duration or ultimate impact of turmoil on our markets or our suppliers. We expect our business would be adversely affected by any significant turmoil, to varying degrees and for varying amounts of time, in all our geographic markets.

Geopolitical instability due to the ongoing military conflict between Russia and Ukraine, hostilities in Iran and the increasingly strained relationship between the United States and the PRC have created a period of economic and capital market uncertainty. Our business, financial condition and results of operations could be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflicts in Ukraine and Iran or any other geopolitical tensions.

U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the ongoing war between Russia and Ukraine and the recent hostilities in Iran. Although the length and impact of the ongoing military conflicts is highly unpredictable, the conflicts in Ukraine and Iran could lead to continuing market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions.

The military conflict in Ukraine has led to sanctions and other penalties being levied by the United States, European Union and other countries against Russia. Additional potential sanctions and penalties have also been proposed or threatened. Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional funds. Although our business has not seen a material adverse impact resulting from the ongoing military conflicts between Russia and Ukraine and in the Middle East to date, it is impossible to predict the extent to which our operations, or those of our suppliers and manufacturers, will be affected in the short and long term, or the ways in which the conflict may affect our business. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this prospectus.

In addition, the U.S.-PRC relationship has recently faced increased challenges. Because the PRC possesses the world’s largest tungsten and molybdenum reserves, any actions that it may take to restrict or withhold tungsten or molybdenum could result in global shortages and harm our business. We currently source our supplies of tungsten and molybdenum raw materials from outside of the PRC, but any increase in trade tensions with the PRC could restrict the global supply, and therefore the price, and availability of tungsten and molybdenum. See “— Availability of, and volatility in the prices of, raw materials and energy prices and our ability to pass along increased costs to our customers could adversely affect our results of operations.”

Risks Related to This Offering and Our Securities

Our management team does not have experience running a public company.

While our management team has a wide breadth of business experience, none of our executive officers have held an executive position, and only a limited number of our board of directors has prior experience serving as a board member, at a publicly traded company. As a result of the complexity involved in complying with the rules and regulations applicable to public companies, our management’s attention may be diverted from other business concerns in order to focus on and address public company compliance matters, which could harm our business, financial condition and results of operations, and adversely affect our stock price.

Investors in this offering will experience immediate and substantial dilution.

The initial public offering price of our common stock is expected to be substantially higher than the pro forma as adjusted net tangible book value per share of our common stock. Therefore, if you purchase shares of our common stock in this offering, you will pay a price per share that substantially exceeds our pro forma as adjusted net tangible book value per share after this offering. Based on the initial public offering price of $[•] per share, the midpoint of the price range set forth on the cover page of this prospectus, you will experience immediate dilution of $[•] per share, representing the difference between our pro forma as adjusted net tangible book value per share after giving effect to this offering and the initial public offering price. In addition, purchasers of common stock in this offering

will have contributed [•]% of the aggregate price paid by all purchasers of our common stock but will own only approximately [•]% of our total equity outstanding after this offering. Furthermore, if the underwriters exercise their over-allotment option, or outstanding options and warrants are exercised, you could experience further dilution. For a further description of the dilution that you will experience immediately after this offering, see “Dilution.”

The market price of our common stock may be volatile, which could result in substantial losses for investors purchasing shares in this offering.

Even if an active trading market develops, the market price of our common stock may be highly volatile and could be subject to wide fluctuations. The initial public offering price for our common stock will be determined through negotiations with the underwriters. This initial public offering price may differ from the market price of our common stock after the offering. As a result, you may not be able to sell your common stock at or above the initial public offering price. Some of the factors that may cause the market price of our common stock to fluctuate include:

•        market conditions in the industries in which our customers operate, including the Aerospace, Defense and Government sector;

•        delays or setbacks in the creation, production or sale of new or existing products;

•        the success of existing or new competitive products or technologies;

•        regulatory or legal developments in the United States and other countries in which we operate or that we pursue expansion in;

•        changes in the anticipated future size and growth rate of our market;

•        developments or disputes concerning patent applications, issued patents or other proprietary rights;

•        the recruitment or departure of key personnel;

•        the commencement of or developments in litigation;

•        actual or anticipated changes in estimates as to financial condition and results of operations;

•        announcement or expectation of additional financing efforts;

•        announcements by us or our competitors of significant business developments, acquisitions, new offerings, licenses, strategic partnerships, joint ventures or capital commitments;

•        the impact of pandemics, epidemics, endemics and other public health emergencies on our performance;

•        the impact of political instability, natural disasters, events of terrorism or war, such as the ongoing conflict between Ukraine and Russia and in Iran and surrounding areas of the Middle East, and the corresponding tensions created from such conflict between Russia, the United States and countries in Europe as well as other countries such as the PRC and Taiwan;

•        sales of our common stock by us, our insiders or other stockholders, or the anticipation of such sales, including if existing stockholders sell shares into the market when applicable “lock-up” periods end;

•        variations between our actual operating results, or those of companies that are perceived to be similar to us, and the expectations of securities analysts, investors and the financial community;

•        any forward-looking financial or operating information we may provide to the public or securities analysts, any changes in this information or our failure to meet expectations based on this information;

•        changes in estimates or recommendations by securities analysts, if any, that cover our stock;

•        various macroeconomic events, including changes in inflation, interest rates and overall economic conditions and uncertainties;

•        an increase in the rate of returns of our products;

•        general economic, industry and market conditions, including economic recessions or slowdowns; and

•        the other factors described in this “Risk Factors” section.

In recent years, the stock market in general has experienced significant price and volume fluctuations that have often been unrelated or disproportionate to changes in the operating performance of the companies whose stock is experiencing those price and volume fluctuations. Further, the stock market in general has been highly volatile due to various macroeconomic events. Broad market and industry factors may seriously affect the market price of our common stock, regardless of our actual operating performance. These fluctuations may be even more pronounced in the trading market for our stock shortly following this offering. Following periods of such volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Because of the potential volatility of our stock price, we may become the target of securities litigation in the future. Securities litigation could result in substantial costs and divert management’s attention and resources from our business.

There may not be an active trading market for our common stock, which may cause shares of our common stock to trade at a discount from the initial public offering price and make it difficult to sell the shares of common stock you purchase.

Prior to this offering, there has been no public market for our common stock. It is possible that after this offering, an active trading market will not develop or, if developed, that any market will not be sustained, which would make it difficult for you to sell your shares of common stock at an attractive price or at all. The lack of an active market may impair the value of your shares or your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The initial public offering price per share of common stock will be determined by agreement among us and the representative of the underwriters and may not be indicative of the price at which shares of our common stock will trade in the public market, if any, after this offering. The market value of our common stock may decrease from the initial public offering price. Furthermore, an inactive market may also impair our ability to raise capital in the future by selling shares of our common stock.

We are an “emerging growth company” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. We will remain an “emerging growth company” until the earliest to occur of:

•        the last day of the fiscal year during which our total annual revenue equals or exceeds $1.235 billion (subject to adjustment for inflation);

•        the last day of the fiscal year following the fifth anniversary of this offering;

•        the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; or

•        the date on which we are deemed to be a “large accelerated filer” under the Exchange Act.

As a result of our “emerging growth company” status, we may use exemptions from various reporting requirements that would otherwise be applicable to public companies including, but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Investors may find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and the market price of our common stock may be adversely affected and more volatile.

We will incur increased costs and become subject to additional regulations and requirements as a result of becoming a public company, which could lower our profits or make it more difficult to run our business.

As a public company, we will incur significant legal, accounting, board of directors and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements. We have also incurred and will continue to incur costs associated with the Sarbanes-Oxley Act and related rules implemented by the SEC and the exchange on which we have applied for our securities to be listed. The expenses generally incurred by public companies for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities

more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. These laws and regulations also could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, on our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions, other regulatory action and potentially civil litigation.

We do not intend to pay dividends in the foreseeable future. As a result, your ability to achieve a return on your investment will depend on appreciation in the market price of our common stock.

The Elmet Group Co. has never declared or paid cash dividends on our capital stock, and we do not currently intend to pay any cash dividends on our capital stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and expansion of our business. Any future determination related to dividend policy will be made at the discretion of our board of directors, subject to applicable laws, and will depend upon, among other factors, our results of operations, prospects, financial condition, contractual restrictions and capital requirements. In addition, our ability to pay cash dividends on our capital stock may be limited by the terms of any future debt or preferred securities we issue or any future credit facilities we enter into. Accordingly, investors must for the foreseeable future rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

If our operating and financial performance in any given period does not meet any guidance that we provide to the public, the market price of our common stock may decline.

We may, but are not obligated to, provide public guidance on our expected operating and financial results for future periods. Any such guidance will be comprised of forward-looking statements subject to the risks and uncertainties described in this prospectus and in our other public filings and public statements. Our actual results may not always be in line with or exceed any guidance we have provided, especially in times of economic uncertainty. If actual circumstances differ from those in our assumptions, our operating and financial results could fall below our publicly announced guidance or the expectations of investors. If, in the future, our operating or financial results for a particular period do not meet any guidance we provide or the expectations of investment analysts or investors generally, or if we reduce our guidance for future periods, the market price of our common stock may decline. Even if we do issue public guidance, there can be no assurance that we will continue to do so in the future.

We will have broad discretion in the use of net proceeds to us from this offering and may not use them effectively.

We will have broad discretion in the application of the net proceeds to us from this offering, including for any of the purposes described in “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. If we do not use the net proceeds that we receive in this offering effectively, our business, financial condition, results of operations, and prospects could be harmed, and the market price of our common stock could decline. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities such as money market accounts, certificates of deposit, commercial paper and guaranteed obligations of the U.S. government that may not generate a high yield for our stockholders. These investments may not yield a favorable return to our investors.

Participation in this offering by our existing stockholders and/or their affiliated entities may reduce the public float for our common stock.

To the extent certain of our existing stockholders and their affiliated entities participate in this offering, such purchases would reduce the non-affiliate public float of our shares, meaning the number of shares of our common stock that are not held by officers, directors, and controlling stockholders. A reduction in the public float could reduce the number of shares that are available to be traded at any given time, thereby restraining the liquidity of our common stock and depressing the price at which you may be able to sell shares of common stock purchased in this offering. While certain of our existing stockholders and their affiliated entities have expressed interest in potentially participating in this offering, there are no assurances that they will participate in the offering to a material extent, or at all.

•        the exclusive right of our board of directors, unless the board of directors grants such right to the stockholders, to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

•        the required approval of at least 66-2/3% of the shares entitled to vote to remove a director;

•        the ability of our board of directors to authorize the issuance of shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror;

•        the ability of our board of directors to alter our amended and restated bylaws without obtaining stockholder approval;

•        the required approval of at least 66-2/3% of the shares entitled to vote to adopt, amend or repeal our amended and restated bylaws or repeal the provisions of our amended and restated certificate of incorporation regarding the election and removal of directors;

•        a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

•        an exclusive forum provision providing that the Court of Chancery of the State of Delaware will be the exclusive forum for certain actions and proceedings;

•        the requirement that a special meeting of stockholders may be called only by the board of directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and

•        advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of us.

We are also subject to the anti-takeover provisions contained in Section 203 of the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”). Under Section 203, a corporation may not, in general, engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other exceptions, the board of directors has approved the transaction. For a description of our capital stock, see “Description of Capital Stock.”

Claims for indemnification by our directors, officers and other employees or agents may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

Our second amended and restated certificate of incorporation and amended and restated bylaws that will be in effect immediately prior to the consummation of this offering will provide that we will indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law. In addition, as permitted by Section 145 of the Delaware General Corporation Law, our amended and restated bylaws to be effective immediately prior to the completion of this offering and our indemnification agreements that we have entered into with our directors, officers and certain other employees will provide that:

•        we will indemnify our directors and officers for serving us in those capacities or for serving other business enterprises at our request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful;

•        we may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law;

•        we are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification;

•        we will not be obligated pursuant to our amended and restated bylaws to indemnify a person with respect to proceedings initiated by that person against us or our other indemnitees, except with respect to proceedings authorized by our board of directors or brought to enforce a right to indemnification;

•        the rights conferred in our amended and restated bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees, and agents and to obtain insurance to indemnify such persons; and

•        we may not retroactively amend our amended and restated bylaws provisions to reduce our indemnification obligations to directors, officers, employees, and agents.

Our second amended and restated certificate of incorporation and our amended and restated bylaws will provide that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders and that the federal district courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. These restrictions could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees or the underwriters or any offering giving rise to such claim.

Our second amended and restated certificate of incorporation and our amended and restated bylaws that will be in effect immediately prior to the consummation of this offering will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for: (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a breach of fiduciary duty owed by any of our directors, officers, other employees, or stockholders to us or our stockholders; (c) any action asserting a claim against us or any of our directors and officers arising pursuant to any provision of the Delaware General Corporation Law, our second amended and restated certificate of incorporation or our amended and restated bylaws; or (d) any other action asserting a claim against us or our directors and officers that is governed by the internal affairs doctrine; provided, that, this provision would not apply to suits brought to enforce a duty or liability created by the Securities Act, the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Furthermore, our second amended and restated certificate of incorporation and our amended and restated bylaws will also provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. These choice of forum provisions may result in increased costs to stockholders to bring a claim, limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, and may generally have the effect of discouraging lawsuits against us and our directors, officers and other employees. By agreeing to this provision, however, stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. Furthermore, the enforceability of similar choice of forum provisions in other companies’ bylaws has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. If a court were to find the choice of forum provisions in our amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.

USE OF PROCEEDS

We estimate that the net proceeds from the sale of the shares of common stock we are offering will be approximately $[•] million based on an assumed offering price of $[•] per share (which represents the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus). If the representative of the underwriters fully exercises the over-allotment option, the net proceeds of the shares we sell will be approximately $[•] million. “Net proceeds” is what we expect to receive after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

The principal purposes of this offering are to obtain additional capital to support our operations, to create a public market for our common stock and to facilitate our future access to the public equity markets. We currently intend that the net proceeds received by us from this offering will be used in part for repayment of certain debts, including (i) the Great Falls Term Loan (as defined below) and (ii) the President Lince of Credit (as defined below) and (iii) pre-Reorganization intercompany debt owed to AAI, as described below, with the remainder of the proceeds to be put toward working capital, growth capital (as discussed below), and general corporate purposes.

The Great Falls Term Loan is held by Great Falls Property, LLC, an entity owned by George Schott, a greater than 10% stockholder of the Company, and matures on November 6, 2028. As of December 31, 2025, approximately $15.0 million of principal was outstanding under the Great Falls Term Loan. Borrowings under the Great Falls Term Loan accrue interest monthly based on a floating rate equal to the prime rate as reported by the Wall Street Journal plus a spread of 1.00%, with a floor of 9.50%. We intend to repay the Great Falls Term Loan in full with the proceeds of this offering. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Indebtedness — Term Loans” below for more information on the Great Falls Term Loan.

The President Line of Credit is held by our Chief Executive Officer and Chairman, Peter V. Anania, and matures on the earlier of the consummation of this offering or July 1, 2026. As of December 31, 2025, approximately $1.8 million of principal was outstanding under the President Line of Credit. Borrowings under the President Line of Credit accrue interest monthly based on a stated interest rate of 9.00%. We intend to repay the President Line of Credit in full with the proceeds of this offering. See Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Indebtedness — Line of Credit Facilities.”

Prior to the Reorganization, AAI was a consolidated subsidiary of A&A and engaged in intercompany transactions with our other consolidated subsidiaries. As a result of the reorganization, AAI is no longer a subsidiary of the Company, and amounts due to AAI are no longer intercompany debts that may be eliminated in consolidation. As of the date of this prospectus, AAI, which is now a significant stockholder of the Company and which is controlled by Mr. Anania, holds a promissory note issued by the Company on January 2, 2026, in net settlement of debts and receivables with outstanding borrowings of approximately $2.4 million (the “AAI Note”). Borrowings under the AAI Note accrues interest at a rate of 6.00% per annum. We intend to repay the AAI Note in full with the proceeds of this offering.

Pursuant to the terms of our Wells Fargo LOC (as defined below), all funds deposited into our operating account are automatically credited against the outstanding balance of the Wells Fargo LOC. These funds are immediately available to us for use. We consider these funds available for all working capital needs. Accordingly, they are recorded in working capital in the chart below. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Indebtedness — Line of Credit Facilities” below for more information on the Wells Fargo LOC.

We routinely consider the acquisition of assets, businesses and investments that we believe will expand or complement our current portfolio and allow access to new customers or technologies, which we view as an important part of our development. We may also use a portion of the net proceeds from this offering, which we refer to as “growth capital,” to acquire such complimentary assets, businesses or investments; however, we currently have no agreements or commitments to complete any such transaction. See “Business — Our Growth Strategy — Identifying and Integrating Select Acquisitions.”

We anticipate an approximate allocation of the use of net proceeds as follows:

____________

*        Assuming the over-allotment option is not exercised.

While we expect to use the net proceeds for the purposes described above, the amounts and timing of our actual expenditures will depend upon numerous factors, including the aggregate amount raised in this offering. We anticipate that the expected net proceeds from this offering, if added to our current cash and cash equivalents, to be sufficient to fund our operations for at least the next 12 months. In the event that our plans change, our assumptions change or prove to be inaccurate, we undertake significant transactions like acquisitions or the net proceeds of this offering are less than as set forth herein or otherwise prove to be insufficient, it may be necessary or advisable to reallocate proceeds or curtail expansion activities, or we may be required to seek additional financing or curtail our operations. As a result of the foregoing, our success will be affected by our discretion and judgment with respect to the application and allocation of the net proceeds of this offering.

Each $1.00 increase (decrease) in the assumed initial public offering price of $[•] per share (the midpoint of the estimated price range set forth on the cover page of this prospectus) would increase (decrease) the net proceeds to us from this offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, by approximately $[•] million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. We may also increase or decrease the number of shares we are offering. An increase (decrease) of 1,000,000 in the number of shares we are offering would increase (decrease) the net proceeds to us from this offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, by approximately $[•] million, assuming the initial public offering price stays the same. An increase of 1,000,000 in the number of shares we are offering, together with a $1.00 increase in the assumed initial public offering price of $[•] per share (the midpoint of the estimated price range set forth on the cover page of this prospectus), would increase the net proceeds to us from this offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, by approximately $[•] million. We do not expect that a change in the offering price or the number of shares by these amounts would have a material effect on our intended uses of the net proceeds from this offering, although it may impact the amount of time prior to which we may need to seek additional capital.

Pending their use, we plan to invest the net proceeds from this offering in short- and intermediate-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

CAPITALIZATION

The following table sets forth our cash and equivalents and capitalization as of December 31, 2025:

•        on an actual basis for Anania & Associates and its subsidiaries (a/k/a The Elmet Group Co.);

•        on a pro forma basis, after giving effect to the Reorganization; and

•        on a pro forma as adjusted basis, after giving effect to (i) the pro forma adjustments set forth above; (ii) the settlement of certain debt arrangements (see “Use of Proceeds” for descriptions of the debt to be settled in connection with the initial public offering), and an increase to additional paid-in capital and a decrease in retained earnings related to stock-based compensation expense of $[•] million associated with stock-based awards, including restricted stock and SARs (with both service-based and performance-based vesting conditions) for which the service-based vesting conditions were satisfied as of [•], 2025, and for which the liquidity event-related performance-based vesting condition will be satisfied in connection with this offering, as if each such event had occurred on December 31, 2025; and (iii) the issuance and sale by us of [•] shares of our common stock in this offering at the assumed initial public offering price of $[•] per share (the midpoint of the price range set forth on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The pro forma and pro forma as adjusted information below is illustrative only, and our cash and capitalization following the closing of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. For more information, see “Use of Proceeds” and “Unaudited Pro Forma Condensed Consolidated Financial Information.” You should read the information in this table together with our financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this prospectus.

____________

(1)      The pro forma as adjusted information set forth above is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing.

(2)      Includes both current and noncurrent portions from the historical Anania & Associates and Subsidiaries (a/k/a The Elmet Group Co.) consolidated financial statements included elsewhere in this prospectus.

The number of shares of our common stock to be outstanding upon completion of this offering are based on [•] shares of our common stock outstanding as of the date of this prospectus and the expected vesting of 153,500 shares of restricted stock upon the consummation of this offering, and excludes:

•        338,640 shares of common stock subject to vested SARs issued under our 2016 Plan with a base price of $0.91 per SAR;

•        338,640 shares of common stock subject to unvested SARs issued under our 2016 Plan with a base price of $0.91 per SAR and which will vest upon the consummation of this offering;

•        310,420 shares of common stock subject to unvested SARs issued under our 2016 Plan with a base price of $0.91 and which will vest and be net cash settled upon the consummation of this offering;

•        457,390 shares of unvested restricted stock that will vest more than sixty days after the date of this offering; and

•        17,500 shares of common stock reserved for issuance under our 2025 Plan.

Each $1.00 increase (decrease) in the assumed initial public offering price of $[•] per share (the midpoint of the estimated price range set forth on the cover page of this prospectus) would increase (decrease) the amount of cash, additional paid-in capital, total stockholders’ equity (deficit) and total capitalization on a pro forma as adjusted basis by approximately $[•] million, assuming the number of shares, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 500,000 shares offered by us would increase (decrease) cash, total stockholders’ equity (deficit) and total capitalization on a pro forma as adjusted basis by approximately $[•] million, assuming the initial public offering price of $[•] per share (the midpoint of the estimated price range set forth on the cover page of this prospectus) remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

DILUTION

If you purchase shares of our common stock in this offering, your interest will be diluted immediately to the extent of the difference between the assumed public offering price of $[•] per share (the midpoint of the range appearing on the front cover of this prospectus) and the as adjusted net tangible book value (deficit) per share of our common stock immediately upon the consummation of this offering.

Our pro forma net tangible book value (deficit) as of December 31, 2025 was $[•], or $[•] per share of our common stock, based on the total number of shares of our common stock outstanding as of December 31, 2025, after giving effect to the Reorganization. Pro forma net tangible book value (deficit) represents the amount of our total tangible assets less our total liabilities divided by the number of shares of our common stock outstanding as of December 31, 2025, after giving effect to the Reorganization.

After giving effect to (i) the pro forma adjustments set forth above, (ii) the settlement of certain debt arrangements (see “Use of Proceeds” for descriptions of the debt to be settled in connection with the initial public offering), and (iii) our issuance and sale of [•] shares of our common stock in this offering at an assumed public offering price of $[•] per share (the midpoint of the range appearing on the front cover of this prospectus), and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, excluding the impact associated with the value of the Broker’s Warrants and the underwriter’s over-allotment option, our pro forma as adjusted net tangible book value as of December 31, 2025 would have been $[•] million, or $[•] per share of our common stock. This amount represents an immediate increase in net tangible book value of $[•] per share of our common stock to our existing stockholders and an immediate dilution in net tangible book value of $[•] per share to purchasers of our common stock in this offering. We determine dilution by subtracting the pro forma as adjusted net tangible book value per share after this offering from the initial public offering price per share paid by new investors.

The following table illustrates this dilution:

The dilution information discussed above is illustrative only and may change based on the actual initial public offering price and other terms of this offering.

A $1.00 increase in the assumed initial public offering price of $[•] per share of our common stock would increase our pro forma as adjusted net tangible book value after giving effect to this offering by $[•] million, or by $[•] per share of our common stock, assuming the number of shares of common stock offered by us remains the same and after deducting the estimated underwriting discount and commissions and estimated offering expenses payable by us. A $1.00 decrease in the assumed initial public offering price per share would result in equal changes in the opposite direction.

If the representative of the underwriters exercises its option in full to purchase [•] additional shares of our common stock in this offering at the assumed offering price of $[•] per share, the pro forma net tangible book value per share as adjusted to give effect to this offering would be $[•] per share of our common stock, the increase in the as pro forma adjusted net tangible book value per share to existing stockholders would be $[•] per share of our common stock and the dilution to new investors purchasing securities in this offering would be $[•] per share of our common stock.

The following charts illustrate, as of December 31, 2025, on a pro forma as adjusted basis, as described above, the number of shares of our common stock, the total consideration, and the weighted-average price per share (i) paid to us by existing stockholders and (ii) to be paid by new investors acquiring our common stock in this offering at an assumed initial public offering price of $[•] per share, before deducting underwriting discounts and commissions and estimated offering expenses payable by us. As the table shows, new investors purchasing shares of our common stock in this offering will pay an average price per share substantially higher than our existing stockholders paid.

____________

(1)      The number of shares of common stock to be outstanding after this offering is based on [•] shares of common stock outstanding as of December 31, 2025, assumes no exercise of the underwriters’ over-allotment option or the Broker’s Warrants and the vesting of 153,500 shares of restricted upon the consummation of the offering, and excludes:

•        338,640 shares of common stock subject to vested SARs issued under our 2016 Plan with a base price of $0.91;

•        338,640 shares of common stock subject to unvested SARs issued under our 2016 Plan with a base price of $0.91 and which will vest upon the consummation of this offering;

•        310,420 shares of common stock subject to unvested SARs issued under our 2016 Plan with a base price of $0.91 and which will vest and be net cash settled upon the consummation of this offering;

•        457,390 shares of unvested restricted stock that will vest more than sixty days after the date of this offering; and

•        17,500 shares of common stock reserved for issuance under our 2025 Plan.

Each $1.00 increase (decrease) in the assumed initial public offering price of $[•] per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid by new investors and total consideration paid by all stockholders by approximately $[•], assuming that the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each 1.0 million share increase (decrease) in the number of shares offered by us would increase (decrease) the total consideration paid by new investors and total consideration paid by all stockholders by $[•], assuming the assumed initial public offering price of $[•] per share of common stock remains the same, before deducting estimated underwriting discounts and commissions.

We may choose to raise additional capital through the sale of equity or convertible debt securities due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that stock options or warrants are exercised, restricted stock awards are vested and settled or we issue additional shares of our common stock or other equity or convertible debt securities in the future, there could be further dilution to holders of our common stock.

DIVIDEND POLICY

The Elmet Group Co. has never declared or paid cash dividends on its capital stock. We do not anticipate paying any cash dividends in the foreseeable future. The payment of dividends, if any, in the future is within the discretion of our board of directors and will depend on our earnings, capital requirements and our financial condition and other relevant facts. We currently intend to retain all future earnings, if any, to finance the development and growth of our business.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following is a discussion and analysis of our financial condition and results of operations together with the section titled “Summary of Consolidated Financial Information” and our audited consolidated financial statements and related notes, each included elsewhere in this prospectus. All amounts included herein with respect to the years ended December 31, 2025 and 2024 are derived from the audited consolidated financial statements of Anania & Associates and its subsidiaries (a/k/a The Elmet Group Co.) included elsewhere in this prospectus. Our financial statements have been prepared in accordance with U.S. GAAP. As of the consummation of the Reorganization on January 2, 2026, we acquired all of the outstanding membership interests of Elmet Tech and Microwave Techniques and all of the common stock of A&A. The acquisition of the membership interests of Elmet Tech and Microwave Techniques and all of the common stock of A&A was accounted for as a transaction between entities under common control. Prior to the Reorganization, Elmet was a newly incorporated entity, had not engaged in any business or other activities except in connection with its formation and had no assets or liabilities during the periods presented in this section. Accordingly, this prospectus includes certain historical consolidated financial and other data for A&A, Elmet Tech and Microwave Techniques, excluding discontinued operations unless otherwise noted. Following the Reorganization, A&A, Elmet Tech and Microwave Techniques became the predecessors of Elmet for financial reporting purposes. Elmet is now a holding company, and its only material assets are the membership interests in Elmet Tech and Microwave Techniques, which Elmet holds directly. For purposes of this prospectus, we refer to our two divisions as Critical Materials and Components and Engineered Microwave Products. Elmet Tech’s operations encompass the CMC division and Microwave Techniques’ operations compose the EMP division. As the sole member of Elmet Tech and Microwave Techniques and their respective subsidiaries, Elmet now operates and controls all of the business and affairs of the CMC and EMP divisions. All references in this section to “us” or “we” when used in a historical context refer to our predecessor companies, Elmet Tech, Microwave Techniques and A&A where appropriate, and when used in the present tense or prospectively refer to Elmet and our subsidiaries, collectively, or individually, as the context may require. Except where otherwise indicated, the information in this section does not give effect to the Reorganization (as defined above). In addition to historical consolidated financial information, the following discussions and other parts of this prospectus contain forward-looking statements that reflect our plans, objectives, expectations, intentions, and beliefs, which involve risks, uncertainties and assumptions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” included elsewhere in this prospectus.

Overview

We provide precision-engineered components and advanced high-energy systems for growth markets requiring advanced technology involving Critical Materials, such as tungsten, molybdenum and niobium and High-Power Microwave, such as plasma, radar, and high energy research. Our products and solutions are integral to the Aerospace, Defense and Government, Industrial, Medical, Semiconductor and Electronics and Energy industries. These are industries which require components capable of performing in extreme thermal, electromagnetic, and technical environments for vital use cases. Our fundamental mission is to strengthen U.S. domestic manufacturing capabilities to support the United States and its allies’ needs in both Critical Materials and advanced High-Power Microwave systems. We believe we are the leader and sole-source U.S. producer of many highly engineered Critical Materials products and a leading designer and manufacturer of High-Power Microwave components in the United States.

As of December 31, 2025, our business was organized into two divisions: (i) Critical Materials Components and (ii) Engineered Microwave Products. Through our CMC and EMP divisions, we own and operate a vertically integrated engineering-to-production system, with custom design, development, and processing expertise for Critical Materials and High-Power Microwave that we believe is unmatched in our markets and the industries in which we compete. Our High-Power Microwave expertise capitalizes on our vertically integrated engineering-to-production system, enabling us to deliver microwave energy solutions with custom design and development expertise. Our Critical Materials engineering and production expertise enables us to custom design elegant solutions for some of the most challenging environments on the planet. We believe these capabilities provide a significant competitive advantage in our markets and the industries in which we compete.

We are proud to be the only U.S.-owned and U.S.-based manufacturer of highly engineered tungsten and molybdenum products through our CMC division. We control the powder production, pressing, sintering, forming, milling and engineering of tungsten and molybdenum oxide to the finished engineered product. Our CMC products support many of the DoW’s most critical programs on land, sea and air. Our engineering expertise in our EMP division has enabled us to provide products and services to a wide variety of existing and emerging programs also supporting the DoW and space sector leaders like Lockheed Martin, Raytheon, Teledyne and NASA. Our products are widely used in over 95 national lab programs, including in benchmark research and development facilities such as Fermi and Los Alamos and many others around the world. Because of the common relationship among some of the products we offer, we are regularly able to incorporate our Critical Materials and our High-Power Microwave components in the same defense programs and high-powered energy research facilities throughout the United States, United Kingdom and Europe.

Through our CMC and EMP divisions, our comprehensive in-house design and manufacturing capabilities are supported by close to 100 engineers, engineering technicians, RF experts and metallurgists. Our customers benefit from the specialized expertise, know-how and product design we have developed in both engineered high-temperature, highly dense Critical Materials and High-Power Microwave technology. Our specific capabilities provide our customers with a value proposition which allows these customers to simplify their supply chain, increase their speed to market and maintain competitive cost structures. Our engineering expertise and established track record position us to serve customers who need a systems solution required to withstand extreme environments and meet stringent performance requirements. These customers rely on us to deliver technical design and scaled manufacturing of integrated systems to meet these standards. Given the critical nature of the components and solutions we provide, we engage with customers early in their design cycle to develop difficult-to-replicate solutions, using our difficult-to-replicate processes and equipment, creating a competitive advantage.

Through our CMC and EMP divisions, we leverage our vertical integration and engineering capabilities to provide our products and services to five high-growth, strategically critical U.S. and global end-markets, who require components capable of performing in extreme thermal, electromagnetic, and mechanical environments including: Aerospace, Defense and Government, Industrial, Medical, Semiconductor and Electronics and Energy.

Corporate Reorganization and Structure

We are a Delaware corporation with headquarters in Portland, Maine and founded on September 13, 2024, for the purpose of acquiring, owning and operating Elmet Tech and Microwave Techniques. On January 2, 2026, we completed the Reorganization, as a result of which we now wholly own our two primary operating subsidiaries, Elmet Tech and Microwave Techniques (see “— Reorganization” below and the section entitled “Business — Corporate History and Reorganization — Reorganization” included elsewhere in this prospectus). We acquired our original interest in Elmet Tech, a company originally established in 1929, in 2015 and became Elmet Tech’s majority member in 2021. In 2023, we acquired H.C. Starck’s operating entities H.C. Starck Solutions Coldwater LLC and H.C. Starck Solutions Euclid LLC. These entities were renamed Elmet Coldwater LLC and Elmet Euclid LLC in 2024. Also in 2024, all the operating assets of Elmet Coldwater and Elmet Euclid were transferred to Elmet Tech. Elmet Coldwater and Elmet Euclid now act as real estate holding companies. We have owned Microwave Techniques, which originally began operations in 1989, since 2000. In 2023, we acquired Valvo in Hamburg, Germany for Microwave Techniques. We followed up this acquisition with the acquisition of Symphony in November 2025.

Reorganization

Prior to January 2, 2026, Peter V. Anania, our Chief Executive Officer and Chairman, was the President and majority stockholder of A&A, and through his personal holdings and the holdings of A&A, Mr. Anania was the holder of a majority of the voting interests of Anania & Associates Investment Company, LLC (“AAI”). Prior to January 2, 2026, AAI was the majority holder of the membership interests of each of Elmet Tech and Microwave Techniques. The Reorganization will be prospectively recognized in 2026 with recasting of historical financial information.

On October 1, 2025, A&A distributed its membership interests in Polymer Laboratories and Solutions LLC (“Poly Labs”) that it held to its stockholders (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Acquisitions and Divestitures — Recent Divestitures” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Discontinued Operations” herein).

On January 2, 2026 (the following actions and transactions collectively termed the “Reorganization”):

•        AAI distributed the membership interests in Elmet Tech and Microwave Techniques that it held to A&A in redemption of A&A’s interests in AAI, which resulted in A&A becoming the direct, rather than indirect, owner of the Elmet Tech and Microwave Techniques membership interests previously held by AAI, as well as A&A no longer being a member of AAI;

•        We adopted our amended and restated certificate of incorporation, which, among other things, bifurcated our common stock into two classes, Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), and Class B Common Stock, par value $0.001 per share (“Class B Common Stock”), with the Class A Common Stock having one vote per share and the Class B Common Stock having 10,000 votes per share but no economic rights;

•        We issued to Mr. Anania 466 shares of Class B Common Stock for an aggregate consideration of $25,000 (the “Subscription Agreement”); and

•        We directly acquired all of the (i) outstanding membership interests of each of Elmet Tech and Microwave Techniques and (ii) the outstanding stock of A&A (together, the “Contributed Interests”) in exchange for, in each case, shares of Class A Common Stock pursuant to a Contribution Agreement among the Company, the members of Elmet Tech, the members of Microwave Techniques and the stockholders of A&A (the “Contribution Agreement”) and the cancellation of all of A&A’s membership interests in Elmet Tech and Microwave Techniques.

The diagram below depicts the material aspects of our corporate structure after giving effect to the Reorganization and this offering.

In addition, immediately prior to the effectiveness of the registration statement of which this prospectus forms a part, we will redeem and cancel all outstanding shares of the Class B Common Stock and file a second amended and restated certificate of incorporation which, among other things, will consolidate and reclassify all Class A Common Stock and Class B Common Stock into a single class of common stock.

Our audited consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations reflect estimates and assumptions made by management. Events and changes in circumstances arising after December 31, 2025, including those resulting from the continuing impacts of the currently unfavorable macroeconomic climate, will be reflected in management’s estimates for future periods.

Key Factors Impacting Our Performance

U.S. Government Spending and Federal Budget Uncertainty

Changes in the volume and relative mix of U.S. government spending as well as areas of spending growth could impact our business and results of operations. In particular, our results can be affected by shifts in strategies and priorities on homeland security, intelligence, defense-related programs and infrastructure. Changes in spending on technology and innovation, including cybersecurity, artificial intelligence, connected communities and physical infrastructure will also affect our business and results of operations. Cost-cutting and efficiency initiatives, along with current and future budget restrictions, spending cuts and shifts in priorities, could lead some of our customers, including those conducting significant business related to U.S. government contracts and funding, to reduce or delay orders. This may result in diminishing demand for our products and services.

Furthermore, change in grant funding through the DoW or other defense agencies or any disruption in the functioning of other government agencies, including national laboratories or other facilities, as a result of government closures and shutdowns, could increase our costs and negatively impact our results of operations.

There is also uncertainty around the timing, extent, nature and effect of congressional and other U.S. government actions to address budgetary constraints, spending caps on the discretionary budget for defense and non-defense departments and agencies. The ability of Congress to determine how to allocate the available resources and pass appropriations bills to fund both U.S. government departments and agencies that are, and are not, subject to the caps also makes fiscal planning a challenge. Budget deficits and the growing U.S. national debt may increase pressure on the U.S. government to reduce federal spending across all federal agencies, with uncertainty about the size and timing of those reductions. Any delays in the completion of future U.S. government budgets could in the future delay procurement of the products we provide or grants which we receive. A reduction in the amount, delays in or cancellations of funding for services or products we are contracted to provide to “Tier One” U.S. government contractors could have a material adverse effect on our business and results of operations. Significant delays or reductions in appropriations for programs which fund our capital expansion or incorporate our products and services, or changes in U.S. government priorities or spending levels more broadly may affect our business and could have a material adverse effect on our financial condition and results of operations. See “Risk Factors — A portion of our revenue is derived from the sale of defense-related products through various contracts and subcontracts and are subject to risks related to the U.S. government. These contracts may be suspended, canceled or delayed, which could have an adverse impact on our revenues.”

The PRC’s Export Controls and Related Trade Measures on Critical Materials

Our operations and those of our suppliers may be adversely affected by recent and potential future changes in international trade policies, including the PRC’s restrictions on the export of molybdenum and tungsten and the imposition of tariffs on goods imported to the United States. The Chinese government has implemented export controls, licensing requirements and quotas that limit the availability of what has been deemed “dual use” materials, used in commercial and defense applications, for foreign buyers. These restrictions have the potential to reduce global supply, increase raw-material costs, and create significant volatility in the pricing and availability of these materials. Tungsten is very sensitive to the PRC’s control of the global supply chain. If we or our suppliers are unable to obtain sufficient quantities of tungsten on commercially acceptable terms, our production timelines, input costs and product margins could be materially affected. We source the raw materials of our tungsten from suppliers outside of the PRC; however, we may be indirectly affected due to the collective disruption in the global tungsten supply chain, including increases in the global market prices of tungsten in response to actions of the PRC.

The outcome and duration of these trade restrictions and tariff regimes remain unknown and could change with geopolitical developments or modifications in governmental trade policy. Any escalation of export controls or expansion of tariff measures could intensify supply chain risks and suppress our operating results, cash flows and overall financial condition. While we continue to evaluate mitigation strategies — including supplier diversification,

inventory management and contractual adjustments — there can be no assurance that these measures will be successful or economically feasible. See “Risk Factors — Availability of, and volatility in the prices of, raw materials and energy prices and our ability to pass along increased costs to our customers could adversely affect our results of operations.” and “— Uncertain foreign trade relations and associated tariffs, as well as our reliance on international suppliers for certain raw materials, could adversely impact our business.”

Operational Performance on Contracts

Revenue, net income and the timing of our cash flows depend on our ability to perform on our contracts and purchase orders in a timely manner. When agreeing to contractual terms, our management team makes assumptions and projections about future conditions and events. The accounting for our contracts and programs requires assumptions and estimates concerning these conditions and events, including:

•        the cost and availability of raw materials and components;

•        the productivity and availability of skilled labor;

•        the complexity of the work to be performed;

•        our subcontractors’ capacities, capabilities and lead times;

•        equipment & tooling durability, capabilities and lead times to procure;

•        schedule requirements;

•        robustness of public utilities supporting our factories; and

•        our ability to protect against and respond to threats to our IT infrastructure and our confidential and proprietary information.

If there is a significant change in one or more of these circumstances, estimates or assumptions, or if the risks under our contracts are not managed adequately, the profitability of our operations could be adversely affected. This could result in a material change in our net income and margin.

The timing of our cash flows can be affected by rapid changes in material costs, in particular tungsten and molybdenum, and the availability of skilled labor. For instance, rapid market price increases of raw material feed stock can lead to temporary cash flow shortfalls. By contract, cash flow influxes will result from early completions compared to initial delivery estimates. Historically, this has resulted in, and could continue to result in, fluctuations in working capital levels and quarterly free cash flow results.

To manage these fluctuations, we have implemented several strategies, such as engaging in long-term strategic supply agreements, structuring our terms of sale to initiate prepayments and deposits from customers, restructuring our revolving debt facilities and incentivizing our workforce to deliver products within specifications and on time. Despite these measures, the inherent variability in order flow and material demand means that quarter-to-quarter comparisons of our results of operations may not necessarily be meaningful and should not be relied upon as indicators of future performance. We expect these fluctuations to persist, particularly as the materials, products and services with which we work become subject to higher global demand. However, we believe our proactive cash flow management strategies will help mitigate the impact of these fluctuations and contribute to our overall financial stability. See “Risk Factors — Many of our customers are subject to significant fluctuations as a result of the cyclical nature of their industries and their sensitivity to general economic conditions, which could adversely affect their demand for our products and reduce our sales and profitability.”

Oversight

U.S. government procurement regulations impose various operational requirements on government contractors and their subcontractors. Non-compliance with these regulations could lead to civil or criminal penalties, which may materially adversely affect our operating results. U.S. government agencies routinely audit, review, investigate and scrutinize our performance, and that of our customers, under government contracts, and any failure by us or our customers to comply with the terms of those contracts and applicable laws could affect our operating results. If a government inquiry or investigation reveals improper or illegal activities, we or our customers may face civil or criminal penalties or administrative sanctions, including contract termination, fines, fee forfeiture, payment

suspension, or suspension and debarment from conducting business with U.S. government agencies. Any of these actions could materially and adversely affect our reputation, business, financial condition, results of operations and cash flows. See “Risk Factors — Government contracts are subject to extensive regulation, and failure to comply with such regulations may have a material adverse impact on our financial condition and results of operations.”

Acquisitions and Divestitures

Historical Acquisitions

We have successfully acquired and integrated a number of companies, and we believe we have a demonstrated track record of adding capabilities to supplement our expertise or fill in gaps.

Elmet Tech was originally established in 1929, and it became our CMC division through A&A’s 2015 acquisition of a 49.5% interest. In December 2021, A&A purchased the controlling interest in Elmet Tech and expanded our platform in the Critical Materials market. Our subsequent acquisition of H.C. Starck’s operating entities in 2023 expanded our technological capabilities, product offerings, capacity and engineering capabilities and allowed us to capture additional market share.

Relevant acquisitions for our EMP division include Mega Industries LLC (“Mega Industries”), Micro Communications, Inc. (“Microwave Communications”), Ferrite Microwave Technologies, Industrial Microwave Systems, Valvo and Symphony. Our acquisition of Mega Industries in 2000 established our platform in the microwave technology market. Our acquisitions of Micro Communications in 2014, Ferrite Microwave Technologies in 2020 and Industrial Microwave Systems in 2021 added technology, scarce engineering capabilities, capacity and market share. Our acquisition of Valvo in Hamburg, Germany in 2023 yielded a beachhead for the Company in Europe, while adding technology and expanding our product offerings. Our acquisition of Symphony, in November 2025 added new products, new customers and strong RF engineering experience.

Recent Acquisitions

On November 14, 2025, we acquired 100% of the equity interests of Symphony for an aggregate cash purchase price of approximately $0.5 million, membership units in one of our consolidated subsidiaries and an earnout tied to the revenue of two key Symphony customers, with a portion of the earnout conditioned upon the continued employment of the sellers through the third anniversary of closing. The acquisition of Symphony in November 2025 adds microwave system technology, capacity, key customer access and engineering resources to our EMP division.

Recent Divestitures

In November 2020, we acquired Poly Labs, a small-pour polyurethane foam manufacturer based in Lewiston, Maine. Poly Labs does not operate within the core business of either of our divisions. Therefore, in preparation for our initial public offering, on October 1, 2025, A&A divested its interest in Poly Labs by distributing the membership interests in Poly Labs that were held by A&A to A&A’s individual stockholders. The results of operations associated with Poly Labs have been classified as discontinued operations in the audited consolidated financial statements for the years ended December 31, 2025 and 2024, and the results of operations for all periods presented have been recast to exclude Poly Labs from continuing operations (see — Discontinued Operations).

Future Acquisitions

While we are not currently party to any agreements with respect to any acquisition or similar events, we routinely consider the acquisition of businesses and investments we believe will expand or complement our current portfolio and allow access to new customers or technologies, which we view as an important part of our development. We also may explore the divestiture of assets no longer meeting our needs or strategy or which could perform better outside of our organization.

Components of Results

Revenue

For our CMC and EMP divisions, substantially all of our revenue is generated from our highly engineered product portfolio providing our customers with critical material (tungsten, molybdenum and niobium) components and specialized precision-engineered RF components (waveguides, loads, terminations, couplers, circulators, isolators, windows and others) for High-Power Microwave systems. Our products and services range from metal powders, standard mill products such as bars, billets & sheets to a mix of microwave systems and components.

Depending on the nature of the product or service and the terms and conditions of our revenue contracts, we recognize revenue either at a point in time when title and risk of loss transfer to the customer or over time as we perform under our contracts. See “— Critical Accounting Policies and Estimates — Revenue Recognition” for additional details.

Cost of Goods Sold

Cost of goods sold consists of direct costs and indirect costs used in the manufacture of products sold to customers. Direct costs include labor, materials, subcontracts and other costs directly related to the production of specific products or execution of a specific contract. Indirect costs include expenses related to equipment maintenance, facilities maintenance, leases, rents, utilities, operations management labor, engineering labor, fringe benefits and depreciation.

Research and Development

Our research and development expenses include salaries, fringe benefits (such as health insurance, retirement plans, vacation and sick days) for our staff of expert metallurgists, RF engineers, electrical engineers and research and development scientists. Expenses related to the development of our highly engineered new products and processes are also included.

Sales and Marketing

Our sales and marketing expenses include salaries, variable compensation, fringe benefits (such as health insurance, retirement plans, vacation and sick days) for our sales personnel, which include sales engineers, industry specialists and persons performing sales related administrative functions. Our sales compensation plans are designed to incentivize growth and profitability, and accordingly the related expense will vary with performance, including revenue, gross profit and new order bookings. Some sales and marketing expenses relate to marketing and business development activities supporting both existing business areas as well as new and emerging market areas.

General and Administrative Expenses

Our general and administrative expenses include salaries, fringe benefits (such as health insurance, retirement plans, vacation and sick days) and other expenses related to executive compensation, accounting, legal, operational overhead expenses, stock-based compensation expenses and amortization of acquired intangible assets. General and administrative expenses also include non-capitalizable accounting and legal expenses associated with preparing for our initial public offering.

As a public company, we will implement additional procedures and processes to address the standards and requirements applicable to public companies. We expect to incur additional annual expenses related to these steps and, among other things, additional directors’ and officers’ liability insurance, director fees, costs to comply with reporting requirements of the SEC, transfer agent fees, costs for hiring additional accounting, legal and administrative personnel, increased auditing and legal expenses and other related costs.

We anticipate these additional expenses to be a significant increase from our past general and administrative expenditures. See “Risk Factors — Risks Related to This Offering and Our Securities — We will incur increased costs and become subject to additional regulations and requirements as a result of becoming a public company, which could lower our profits or make it more difficult to run our business.”

Interest Expense

Interest expense consists primarily of interest expense incurred on borrowings under our debt facilities, excluding related party debt.

Interest Expense — Related Party

Interest expense — related party consists primarily of interest expense incurred on borrowings provided by related parties, which include the Great Falls Term Loan with Great Falls Property, LLC and the Line of Credit with our Chief Executive Officer and Chairman.

Other Income, Net

Other income, net reflects miscellaneous income and expense unrelated to our core business activities, including gains and losses on the sale of assets.

Income Tax Benefit

Prior to the Reorganization, A&A was an S-corporation for taxation purposes, and its income and losses were passed through to its shareholders and reported on their individual tax returns. The EMP division’s Hamburg, Germany location is a German entity and is subject to foreign income taxes, which have historically been immaterial to our consolidated results.

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

The following table sets forth, for the years ended December 31, 2025 and 2024, our results of continuing operations, including presentation of the changes in between reporting periods:

Revenues

Revenues for the year ended December 31, 2025, increased $11.2 million, or 5.9%, compared to the year ended December 31, 2024. Our EMP division saw an increase of $3.7 million, or 14.1%, stemming from supporting high energy physics programs with national laboratories, Patriot missile program and high-power industrial systems. Our

CMC division revenues for the year ended December 31, 2025, increased $7.5 million, or 4.6%, compared to the year ended December 31, 2024, driven by increases in key missile programs, such as Javelin and Hellfire, along with increased demand for isothermal forging die production with multiple world leading aerospace manufacturers. This growth occurred despite customer order disruptions in the early part of 2025. Starting in November 2024, the global critical material supply chain experienced multiple disruptions including the PRC’s export restrictions on “dual use” materials, tariff disruption in January 2025 and again in April 2025, and the PRC’s closure of multiple rare earth mines, all of which resulted in a rapid pricing increase for tungsten on the global market. We believe that these events disrupted customer order patterns, leading to a lower profit sales mix over the first few months of 2025. Our strategic focus on Aerospace, Defense and Government helped mitigate global influences during the latter part of the year ended December 31, 2025, as these customers were less affected compared to other markets.

Our focus on Aerospace, Defense and Government by our CMC and EMP divisions has also improved our backlog, as described below. See “— Twelve Month Backlog Trend for CMC and EMP Divisions.” As of December 31, 2025, compared to December 31, 2024, our backlog related to our CMC and EMP divisions increased $26.3 million, or 37.6%, with a 76.0% increase in our Aerospace, Defense and Government backlog, largely driven by defense programs such as PrSM, Hellfire, Patriot, Javelin, KC-135 Stratotanker and Next Gen Interceptor, along with multiple commercial aerospace programs and programs with high energy physics research laboratories, including CERN and Fermi. All other end markets’ backlog saw a decrease of $4.7 million, or 16.0%, in the comparable period. Approximately $2.1 million of the $4.7 million decrease in backlog was associated with timing of orders with our largest medical customer, which places short duration purchase orders. As of December 31, 2025, their associated orders for January 2026 were not placed until January 9, 2026. The balance of the reduction was driven by a tungsten wire customer which affected an insourcing of production during the early part of 2025.

Twelve-Month Backlog Trend for CMC and EMP Divisions

Open order backlog (“Backlog”) is measured by confirmed orders and contracts from customers less revenues recognized as of the date measured. The chart below presents our Backlog as of the dates indicated, which represents a key measure of our business growth. Backlog in the chart below excludes Poly Labs.

Revenue by Market

For our CMC and EMP divisions, we track our revenue and customers for our operating divisions across five key markets. We develop sales strategies for each and incentivize our sales resources to profitably grow our business. The following tables demonstrate revenues by markets for the years ended December 31, 2025 and 2024.

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Aerospace, Defense and Government

Aerospace, Defense and Government revenues increased as a percentage of our business from 36.6% to 41.5%, or $14.0 million, in the year ended December 31, 2025, as compared to the prior year. Growth was driven by increased sales to larger defense programs including the Hellfire, Javelin, Patriot, KC-135 Stratotanker and AIM-9x Sidewinder. Commercial aerospace revenues grew with increases in isothermal forging die production for one of the world’s leading aerospace manufacturers as well as several other aerospace manufacturers.

Most of our products for Aerospace, Defense and Government customers are made to customer specifications. This creates additional value for our customers; however, this market can be affected by international and U.S. federal government spending. We are subject to variations in the DoW budget and spending levels, shifts in funding for research at national laboratories around the world, changes in policy positions or priorities at the U.S Government or international agencies, alteration in the domestic and global political and economic environment, increased instability and the evolving nature of the global and national security threat environment. Changes in these budget and spending levels, policies, or priorities, which are subject to U.S. domestic and foreign geopolitical risks and threats, may impact our defense businesses. We believe that our business is well positioned to supply the products needed to support future defense spending priorities, including those based on the 2025 National Security Strategy document, the 2024 U.S. National Security related budget and the National Defense Authorization Act (“NDAA”). We are also poised to benefit from the related Future Years Defense Program and other resources and programs needed to support the DoW’s strategy of shoring up the supply chain and hardening operations against trade risk, boycotts and market manipulation by our adversaries. We expect commercial aerospace to continue to grow, with satellite and commercial aviation both projected to experience substantial growth over the next five years.

Industrial

Industrial revenues decreased as a percentage of our business from 34.7% to 33.1%, but they increased by $0.7 million, for the year ended December 31, 2025, as compared to the prior year. We saw higher sales of industrial microwave systems for tempering and drying; however, this was offset by a reduction in a wide array of tungsten and molybdenum products including powder, sheet, bar, plate, and ingots used in a wide variety of applications. This market is sensitive to raw material pricing changes and subject to international competition from the PRC.

Medical

Medical revenues decreased as a percentage of our business from 20.1% to 18.5%, or $0.9 million, for the year ended December 31, 2025, as compared to the prior year. This increase was driven by dual sourcing efforts by one medical wire customer and partially offset by an increase with another customer specializing in radiation resistant parts and shielding. While there can be no assurance of future orders, we are continuing our research and

development efforts and capital investments into various high-performance wires, including medical wires, as we focus on expanding our revenues in the market. Our products also support medical detection and treatment components for imaging and oncology, isotope production materials, shielding, medical foam and polymer production equipment and x-ray filtering.

Semiconductor and Electronics

Semiconductor and Electronics revenues decreased as a percentage of our business from 4.9% to 4.0%, or $1.3 million, for the year ended December 31, 2025, as compared to the prior year primarily due to one customer’s loss of business from competitive pricing pressure. We do not believe that this change is material, sustaining or indicative of any particular trend. Our products support semiconductor manufacturing equipment and components including extreme ultraviolet lithography components, metal-organic chemical vapor deposition grids, ion implantation components, heat sinks and studs, high reliability diodes and high-density plasma generation components.

Energy

Energy revenues decreased as a percentage of our business from 3.7% to 2.9%, or $1.3 million, for the year ended December 31, 2025, as compared to the prior year. The reduction in sales is reflective of our products supporting the ongoing operations of existing nuclear energy installations, and energy research, as the need for our products in both of these uses is generally inconsistent. While there can be no assurance that we will succeed in obtaining future orders, we believe the nuclear energy market provides an opportunity for us to generate more consistent revenue streams in the longer term, as additional nuclear reactors are built, given that our products are commonly used in reactor builds. Our products include nuclear fuel boats and containers for nuclear fuel processing components, shielding, plasma generation components, microwave delivery components for fusion and fusion research, hydrogen and green hydrogen, carbon capture and fossil fuels processing.

Shipments by Geography and Material and Type

For our CMC and EMP divisions, we track our shipments of products by geography and material type. It is important to note that this tracking is based on physical shipments and is not reconciled back to revenue timing adjustments associated with ASC 606, Revenue from Contracts with Customers. These metrics are intended to provide relative versus absolute changes and are therefore expressed as percentages versus dollars. We use these metrics to help navigate the impacts of global supply chain disruptions and capital allocation.

Shipments by Geography

Shipments based on major geographic territory as a percent of total shipments for the year ended December 31, 2025, as compared to the prior year period saw an increase in Europe from 9% to 12% driven by increased CMC sales with a Medical Imaging customer. Gross shipments into the Americas did not grow at the same rate as Europe and therefore reduced from 87% of total for the year ended December 31, 2024 to 83% for the year ended December 31, 2025.

Shipments by Type of Materials and Services

Shipments composition based on the type of materials and services as a percent of total shipments for the year ended December 31, 2025, as compared to the prior year, saw an increase in molybdenum from 58% to 60%, driven by increased revenues in the Aerospace, Defense and Government market, as previously discussed in the revenue analysis above. Shipments of tungsten products as a percent of total shipments stayed flat at 16% for the year ended December 31, 2025, compared to the prior year as the increase in tungsten raw material price did not begin to noticeably affect mix of shipments until early 2026. Microwave products saw an increase from 13% to 15%, driven by sales in both the Aerospace, Defense and Government and Industrial system markets. Other materials and services saw a decrease from 13% to 9%, driven by growing demand in the Aerospace, Defense and Government market which shifted our mix toward molybdenum, tungsten and microwave products.

Cost of Goods Sold and Gross Profit

Costs of goods sold for the year ended December 31, 2025 increased $10.5 million, or 7.0%, compared to the prior year.

EMP saw an increase in cost of goods sold for the year ended December 31, 2025 of $1.7 million, or 9.1%, associated with an increase of $3.7 million, or 14.1%, in revenue compared to the prior year, resulting in an increase of $2.0 million, or 26.0%, in gross profit between the year ended December 31, 2025 and the prior year. This helped increase the division’s gross profit margin from 29.3% for the year ended December 31, 2024, to 32.4% for the year ended December 31, 2025.

CMC cost of goods sold for the year ended December 31, 2025 increased $8.8 million, or 6.7%, associated an increase of $7.5 million, or 4.6%, in revenue compared to the prior year period, resulting in a decrease of $1.2 million, or 3.8%, in gross profit between the year ended December 31, 2025 and the prior year. This increase in costs of goods sold, which was predominately offset by an associated increase in revenue, slightly reduced overall gross profit margin from 19.9% for the year ended December 31, 2024 to 18.3% for the year ended December 31, 2025. This negative influence on gross profit margin was driven by two primary factors. First, during the four months ended April 30, 2025, both the order pattern and mix of products were impacted by the global supply chain disruptions in the tungsten and molybdenum markets, leading to a mix of products with lower value add and lower margin.

Secondarily, on July 15, 2025, as a result of a catastrophic failure of the local utility’s transformer, our CMC Euclid, Ohio facility experienced shipping delays from July through September 2025. The Euclid facility returned to normal operations at the beginning of 2026. While we believe this delay in shipments had a material impact on revenue, gross profit, gross profit margin and net income for the second half of 2025, it is not possible to measure with specificity which orders were delayed by this event.

Additional cost of goods sold was incurred due to the utility failure in the amount of $1.0 million. This accounted for 50 basis points of gross profit margin erosion and an erosion of 60 basis points for the CMC division. For the purpose of this comparison, we have reflected these impacts in the tables presented in “Adjusted Gross Profit” below.

Adjusted Gross Profit and Adjusted Gross Profit Margin

Adjusted Gross Profit and Adjusted Gross Profit Margin are non-GAAP measurements.    We define Adjusted Gross Profit as total revenue less adjusted cost of goods sold, which we define as cost of goods sold less costs related to one-time non-recurring, non-inventory related expenses that under U.S. GAAP are categorized as costs of goods sold. Adjusted Gross Profit Margin represents Adjusted Gross Profit as a percentage of total revenue. We include these measures as supplemental disclosures because they are primary metrics used by management to evaluate revenue and cost of sales performance.

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(1)      In July 2025, our Euclid, Ohio facility experienced a utility failure disrupting operations. The facility fully returned to normal operations at the beginning of 2026.

EMP Adjusted Gross Profit and Adjusted Gross Profit Margin

CMC Adjusted Gross Profit and Adjusted Gross Profit Margin

General and Administrative Expenses

General and administrative expenses increased $2.5 million, or 15.2%, for the year ended December 31, 2025, compared to the prior year. The increase was partially a result of approximately $1.5 million related to stock-based compensation incurred in connection with stock-based awards granted during the year ended December 31, 2025. Additionally, the increase was partially attributable to $2.6 million in additional corporate costs related to third party accounting and legal expenses in preparation for our initial public offering and an additional $1.4 million in increased staffing across the organization to support our initial public offering and public company reporting and growth in our EMP division. These increases were partially offset by a $2.3 million reduction in general and administrative expenses from our CMC division driven by insourcing of general and administrative expenses functions, elimination of transition services provided by H.C. Starck post-acquisition and the impact of a one-time reorganization bonus expense during the year ending December 31, 2024.

Research and Development

Research and development expenses decreased $0.3 million, or 9.3%, for the year ended December 31, 2025, compared to the prior year. The reduction is a result of lower material and consumable usage in development activities. These expenditures are inconsistent throughout the year and can vary year by year.

Sales and Marketing

Sales and marketing expenses increased $0.7 million, or 12.3%, for the year ended December 31, 2025, compared to the prior year. This increase was due to the expansion of our sales team in support of our strategy and growth, in particular increased sales staffing and commissions in support of growth within our EMP division.

Interest Expense

A more favorable interest rate environment and the reduction of interest-bearing principal decreased our interest expense for the year ended December 31, 2025 by $0.5 million, or 16.1%, compared to prior year. The reduction was attributable to retirement of interest-bearing debt and a more favorable interest rate environment.

Interest Expense — Related Party

Related party interest expense increased $0.1 million, or 4.4%, for the year ended December 31, 2025, compared to the prior year, attributable to increased borrowings under the President Line of Credit (as defined below) and the Poly Labs Note Payable (as defined below), slightly offset by a partial repayment of the Great Falls Term Loan (as defined below) during the year ended December 31, 2025.

Other Income, Net

Other income, net increased by less than $0.1 million, or 12.1%, for the year ended December 31, 2025, compared to the prior year, driven by gains recognized related to the change in the fair value of marketable securities, partially offset by the change in the fair value of our interest rate collar derivatives.

Critical Materials and Components Results

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Revenues

Revenues for the year ended December 31, 2025 increased $7.5 million, or 4.6%, compared to the prior year, driven by increases in key missile programs, Javelin and Hellfire, along with increased demand for isothermal forging die production with multiple world leading aerospace manufacturers. Tariff-related pricing disruptions caused delays in higher value sales during the first four months of 2025, suppressing both revenue and gross margin during that period. We saw revenue and margin recovery over the balance of the year, with a higher mix of revenue from the Aerospace, Defense and Government market across the aforementioned programs, as these customers were less affected compared to other markets.

Cost of Goods Sold

CMC cost of goods sold for the year ended December 31, 2025 increased $8.8 million, or 6.7%, compared to the prior year, driven by the aforementioned tariff disruptions, leading to a lower value mix of product sales in the first four months of the year and a $1.0 million increase in costs associated with the utility failure at our Euclid, Ohio facility. Operations recovered fully at the beginning of 2026.

General and Administrative Expenses

CMC general and administrative expenses for the year ended December 31, 2025 decreased $2.3 million, or 20.9%, compared to the prior year. The decrease was primarily attributable to the insourcing of general and administrative functions, elimination of transition services that had been provided by H.C. Starck in 2024 following our acquisition of certain locations of their operations in 2023 and the impact of a one-time reorganization bonus expense during the year ending December 31, 2024.

Research and Development

CMC research and development expenses for the year ended December 31, 2025 decreased $0.3 million, or 13.5%, compared to the prior year period. The decrease was primarily due to timing and volumes of material used in development activities. Modest fluctuations in these expenses are normal for this division, and we do not expect CMC research and development expenses to continue to decline as a general matter in the future.

Sales and Marketing

CMC selling and marketing expenses for the year ended December 31, 2025 increased $0.3 million, or 6.8%, compared to the prior year. The increase was driven by increased sales staffing and commissions in support of growth, contributing to the 4.6% revenue growth at the CMC division.

Interest Expense

CMC interest expense for the year ended December 31, 2025 did not meaningfully change compared to the prior year as the impact of increased borrowings was offset by favorable changes in the interest rate environment.

Interest Expense — Related Party

CMC related party interest expense for the year ended December 31, 2025 decreased $0.2 million, or 11.4%, compared to the prior year, due to the repayment of certain indebtedness during 2025.

Other (Income) Expense, Net

CMC other (income) expense, net for the year ended December 31, 2025 did not meaningfully change compared to the prior year.

Engineered Microwave Products Results

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Revenue

EMP revenues for the year ended December 31, 2025 increased $3.7 million, or 14.1%, compared to the prior year, driven primarily by increased revenues supporting high energy physics programs with national laboratories, the Patriot missile program and High-Power Microwave systems.

Cost of Goods Sold

EMP cost of goods sold for the year ended December 31, 2025 increased $1.7 million, or 9.1%, compared to the prior year, primarily attributable to sales growth resulting in an increase of $2.0 million in gross profit. This helped increase the division’s gross profit margin from 29.3% for the year ended December 31, 2024, to 32.4% for the year ended December 31, 2025.

General and Administrative Expenses

EMP general and administrative expenses for the year ended December 31, 2025 increased $0.6 million, or 13.1%, compared to the year ended December 31, 2024, to support of the division’s 14.1% growth in sales.

Research and Development

EMP research and development expenses for the year ended December 31, 2025 did not meaningfully change compared to the prior year.

Sales and Marketing

EMP sales and marketing expenses for the year ended December 31, 2025 increased $0.3 million, or 25.5%, compared to the prior year, driven primarily by increased sales staffing in support of current and future growth and commissions in support of the division’s strong 14.1% sales growth between the two periods.

Interest Expense

EMP interest expense for the year ended December 31, 2025 decreased $0.2 million, or 29.6%, compared to the prior year due to the repayment of certain indebtedness during 2025.

Interest Expense — Related Party

EMP related party interest expense for the year ended December 31, 2025 did not meaningfully change compared to the prior year.

Other Income, Net

EMP other income, net did not meaningfully change compared to the prior year.

Corporate and Other

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Activity related to Corporate and Other for the years ended December 31, 2025 and 2024 is as follows:

Operating expenses for the year ended December 31, 2025 increased $4.3 million, or 309.8%, compared to the prior year, primarily attributable to additional expenses associated with preparation for our initial public offering, including additional staffing and professional advisory fees, including legal and accounting support, and stock-based compensation related to grants in anticipation of our initial public offering.

Discontinued Operations

As noted above (see “— Recent Divestitures”), Poly Labs is a manufacturer of polyurethane molded components. In response to an inquiry from the City of Lewiston, Maine and in an effort to rescue the business from closure during the COVID outbreak, A&A acquired the Poly Labs assets in on November 2, 2020 for $2.9 million. After the acquisition, A&A rescued the operations, saved the attendant jobs and fulfilled preexisting customer obligations and last time buys. On May 30, 2024, the business engaged in a sale leaseback arrangement for the majority of its real property (included among the assets acquired as part of the acquisition in 2020) for $6.1 million.

In August 2024, A&A engaged a broker to begin actively marketing the business for sale recognizing the lack of strategic fit with the balance of the portfolio companies which currently reside within our CMC and EMP divisions, but no sale of the remaining Poly Labs business was consummated. Subsequently, A&A distributed its interest in Poly Labs to its shareholders on October 1, 2025 and recorded activities of Poly Labs as discontinued operations. Accordingly, the results of Poly Labs in current and prior periods have been classified as discontinued operations in our consolidated financial statements and excluded from our results of continuing operations.

Activity related to Poly Labs for the years ended December 31, 2025 and 2024 is as follows:

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(1)      Reflects results of operations of Poly Labs through October 1, 2025.

Information for the year ended December 31, 2025 includes results only through October 1, 2025, the date on which the previously mentioned distribution of ownership of Poly Labs was made to the shareholders of A&A. As a result, the table above in effect compares nine months of financial results for the period ended September 30, 2025 to twelve months for the year ended December 31, 2024. Included in the results for the year ended December 31, 2024 is the gain on sale of real estate of $3.7 million related to a sale lease back arrangement of property owned by Poly Labs.

Key Performance Indicators and Non-GAAP Financial Measures

We measure our business, monitor results of operations and ensure proper allocation of capital using the following key performance indicators and non-GAAP financial measures: (i) Revenue, (ii) Backlog, (iii) Gross Profit, (iv) Gross Profit Margin, (v) Adjusted Gross Profit, (vi) Adjusted Gross Profit Margin (vii) Adjusted EBITDA and (viii) Adjusted EBITDA Margin. We believe the non-GAAP financial measures presented in this prospectus will help investors understand our financial condition and operating results and assess our future prospects. We believe these non-GAAP financial measures, each of which are discussed in greater detail below, are important supplemental measures because they exclude unusual or non-recurring items as well as non-cash items that are unrelated to or may not be indicative of our ongoing operating results. Further, when read in conjunction with our U.S. GAAP results, these non-GAAP financial measures provide a baseline for analyzing trends in our underlying businesses and can be used by management as a tool to help make financial, operational and planning decisions. We may use non-GAAP financial metrics in certain management compensation plans, debt covenants, internal budgetary decision making, and other resource allocation decisions. Finally, these measures are often used by analysts and other interested parties to evaluate companies in our industry by providing more comparable measures that are less affected by factors such as capital structure.

Our reconciliation of Gross Profit and Gross Profit Margin to Adjusted Gross Profit and Adjusted Gross Profit Margin are included elsewhere in this prospectus. See “— Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 — Adjusted Gross Profit” above.

The following table summarizes our reconciliation of income (loss) from continuing operations to Adjusted EBITDA and our Adjusted EBITDA Margin for the year ended December 31, 2025, for our divisions, with discontinued operations excluded from the results of continuing operations (in thousands, except percentages):