10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 1-36313

METALLUS INC.

(Exact name of registrant as specified in its charter)


Ohio		46-4024951
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1835 Dueber Avenue SW, Canton, OH		44706
(Address of principal executive offices)		(Zip Code)

330.471.7000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


Title of each class	Trading symbol	Name of exchange in which registered
Common shares	MTUS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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 reporting accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class		Outstanding at April 30, 2026
Common Shares, without par value		41,627,806

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Metallus Inc.

Table of Contents


		Page
Part I. Financial Information		3
Item 1.	Financial Statements	3
	Consolidated Statements of Operations (Unaudited)	3
	Consolidated Statements of Comprehensive Income (Loss) (Unaudited)	4
	Consolidated Balance Sheets (Unaudited)	5
	Consolidated Statements of Shareholders’ Equity (Unaudited)	6
	Consolidated Statements of Cash Flows (Unaudited)	7
	Notes to Unaudited Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	29
Item 4.	Controls and Procedures	29
Part II. Other Information		30
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 6.	Exhibits	31
	Signatures	32

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Part I. Financial Information

Item 1. Financial Statements

Metallus Inc.

Consolidated Statements of Operations (Unaudited)


	Three Months Ended March 31,
	2026			2025
(Dollars in millions, except per share data)
Net sales	$	308.3		$	280.5
Cost of products sold		283.2			258.6
Gross Profit		25.1			21.9

Selling, general and administrative expenses		22.2			24.3
Loss (gain) on sale or disposal of assets, net		0.2			(1.5	)
Interest (income) expense, net		(0.4	)		(1.5	)
Other (income) expense, net		(4.9	)		(2.3	)
Income (Loss) Before Income Taxes		8.0			2.9
Provision (benefit) for income taxes		2.6			1.6
Net Income (Loss)	$	5.4		$	1.3

Per Share Data:
Basic earnings (loss) per share	$	0.13		$	0.03
Diluted earnings (loss) per share	$	0.13		$	0.03

See accompanying Notes to the unaudited Consolidated Financial Statements.

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Metallus Inc.

Consolidated Statement of Comprehensive Income (Loss) (Unaudited)


	Three Months Ended March 31,
	2026			2025
(Dollars in millions)
Net income (loss)	$	5.4		$	1.3
Other comprehensive income (loss), net of benefit (provision) for income taxes of none and $(0.1) million for the three months ended March 31, 2026 and 2025.
Foreign currency translation adjustments		(0.1	)		0.4
Pension and postretirement liability adjustments		(4.6	)		(1.3	)
Other comprehensive income (loss), net of tax		(4.7	)		(0.9	)
Comprehensive Income (Loss), net of tax	$	0.7		$	0.4

See accompanying Notes to the unaudited Consolidated Financial Statements.

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Metallus Inc.

Consolidated Balance Sheets (Unaudited)


	March 31, 2026			December 31, 2025
(Dollars in millions)
ASSETS
Current Assets
Cash and cash equivalents	$	104.0		$	156.7
Accounts receivable, net of allowances (2026 - $2.2 million; 2025 - $1.8 million)		147.4			126.0
Inventories, net		279.6			243.2
Deferred charges and prepaid expenses		19.8			26.4
Other current assets		1.3			0.9
Total Current Assets		552.1			553.2

Property, plant and equipment, net		561.3			562.5
Operating lease right-of-use assets		10.1			11.4
Finance lease right-of-use assets		3.5			3.5
Pension assets		7.3			5.6
Intangible assets, net		2.8			2.9
Other non-current assets		1.1			1.1
Total Assets	$	1,138.2		$	1,140.2

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	175.3		$	151.1
Salaries, wages and benefits		19.2			29.0
Accrued pension and postretirement costs		12.1			26.8
Current operating lease liabilities		3.7			4.0
Current finance lease liabilities		0.8			0.8
Government funding liabilities		91.5			85.6
Other current liabilities		16.4			17.6
Total Current Liabilities		319.0			314.9

Credit Agreement		—			—
Non-current operating lease liabilities		6.7			7.3
Non-current finance lease liabilities		2.0			2.8
Accrued pension and postretirement costs		98.9			100.2
Deferred income taxes		16.9			16.9
Other non-current liabilities		11.7			12.1
Total Liabilities		455.2			454.2

Shareholders’ Equity
Preferred shares, without par value; authorized 10.0 million shares, none issued		—			—
Common shares, without par value; authorized 200.0 million shares; issued 2026 - 48.2 million shares and 2025 - 48.2 million shares		—			—
Additional paid-in capital		846.2			850.2
Retained deficit		(48.2	)		(53.6	)
Treasury shares - 2026 - 6.5 million; 2025 - 6.5 million		(115.7	)		(116.0	)
Accumulated other comprehensive income (loss)		0.7			5.4
Total Shareholders’ Equity		683.0			686.0
Total Liabilities and Shareholders’ Equity	$	1,138.2		$	1,140.2

See accompanying Notes to the unaudited Consolidated Financial Statements.

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Metallus Inc.

Consolidated Statements of Shareholders’ Equity (Unaudited)


(Dollars in millions)	Common Shares Outstanding			Additional Paid-in Capital			Retained Earnings (Deficit)			Treasury Shares			Accumulated Other Comprehensive Income (Loss)			Total
Balance As of December 31, 2025		41,652,951		$	850.2		$	(53.6	)	$	(116.0	)	$	5.4		$	686.0
Net income (loss)		—			—			5.4			—			—			5.4
Other comprehensive income (loss)		—			—			—			—			(4.7	)		(4.7	)
Stock-based compensation expense		—			3.3			—			—			—			3.3
Stock option activity		28,824			0.3			—			—			—			0.3
Purchase of treasury shares, including excise tax		(277,178	)		—			—			(4.3	)		—			(4.3	)
Issuance of treasury shares		393,323			(7.6	)		—			7.6			—			—
Shares surrendered for taxes		(158,649	)		—			—			(3.0	)		—			(3.0	)
Balance As of March 31, 2026		41,639,271		$	846.2		$	(48.2	)	$	(115.7	)	$	0.7		$	683.0


(Dollars in millions)	Common Shares Outstanding			Additional Paid-in Capital			Retained Earnings (Deficit)			Treasury Shares			Accumulated Other Comprehensive Income (Loss)			Total
Balance As of December 31, 2024		42,267,308		$	843.9		$	(52.4	)	$	(108.7	)	$	7.7		$	690.5
Net income (loss)		—			—			1.3			—			—			1.3
Other comprehensive income (loss)		—			—			—			—			(0.9	)		(0.9	)
Stock-based compensation expense		—			3.4			—			—			—			3.4
Purchase of treasury shares, including excise tax		(395,296	)		—			—			(5.6	)		—			(5.6	)
Issuance of treasury shares		423,150			(7.7	)		—			7.7			—			—
Shares surrendered for taxes		(175,992	)		—			—			(2.6	)		—			(2.6	)
Balance As of March 31, 2025		42,119,170		$	839.6		$	(51.1	)	$	(109.2	)	$	6.8		$	686.1

See accompanying Notes to the unaudited Consolidated Financial Statements.

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Metallus Inc.

Consolidated Statements of Cash Flows (Unaudited)


	Three Months Ended March 31,
	2026			2025
(Dollars in millions)
CASH PROVIDED (USED)
Operating Activities
Net income (loss)	$	5.4		$	1.3
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
Depreciation and amortization		13.7			13.7
Amortization of deferred financing fees		0.1			0.1
Loss (gain) on sale or disposal of assets, net		0.2			(1.5	)
Stock-based compensation expense		3.3			3.4
Pension and postretirement (benefit) expense, net		(2.3	)		0.8
Changes in operating assets and liabilities:
Accounts receivable, net		(21.4	)		(34.8	)
Inventories, net		(36.4	)		(10.8	)
Accounts payable		36.3			34.0
Other accrued expenses		(11.4	)		2.9
Deferred charges and prepaid expenses		6.6			2.5
Pension and postretirement contributions and payments		(19.8	)		(53.0	)
Other, net		(1.2	)		2.5
Net Cash Provided (Used) by Operating Activities		(26.9	)		(38.9	)

Investing Activities
Capital expenditures		(24.7	)		(27.5	)
Proceeds from government funding		5.9			12.9
Proceeds from disposals of property, plant and equipment		—			1.7
Net Cash Provided (Used) by Investing Activities		(18.8	)		(12.9	)

Financing Activities
Purchase of treasury shares		(4.3	)		(5.6	)
Proceeds from exercise of stock options		0.3			—
Shares surrendered for employee taxes on stock compensation		(3.0	)		(2.6	)
Net Cash Provided (Used) by Financing Activities		(7.0	)		(8.2	)
Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash		(52.7	)		(60.0	)
Cash, cash equivalents, and restricted cash at beginning of period		157.5			241.9
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	104.8		$	181.9

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows:

Cash and cash equivalents	$	104.0		$	180.3
Restricted cash reported in other current assets		0.8			1.6
Total cash, cash equivalents, and restricted cash shown in the Consolidated Statements of Cash Flows	$	104.8		$	181.9

See accompanying Notes to the unaudited Consolidated Financial Statements.

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Metallus Inc.

Notes to Unaudited Consolidated Financial Statements

(dollars in millions, except per share data)

Note 1 - Basis of Presentation

The accompanying unaudited Consolidated Financial Statements have been prepared by Metallus Inc. (the “Company” or “Metallus”) in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures considered necessary for a fair presentation have been included. For further information, refer to Metallus' audited Consolidated Financial Statements and Notes included in its Annual Report on Form 10-K for the year ended December 31, 2025.

Note 2 - Recent Accounting Pronouncements

Adoption of New Accounting Standards

The Company did not adopt any new Accounting Standard Updates (“ASU”) in the first quarter of 2026.

Accounting Standards Issued But Not Yet Adopted

The Company has considered the recent ASU's issued by the Financial Accounting Standards Board summarized below:


Standard Adopted	Description	Effective Date	Impact
ASU 2024-03, Disaggregated Expenses	The standard enhances the detail of expenses presented in the income statement including items such as: (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization.	Annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted.	The Company is currently evaluating the impact of the adoption of this ASU on its disclosures. The standard has no impact on the results of operations and financial condition.

Note 3 - Segment Reporting

We conduct our business activities and report financial results as one business segment. The presentation of financial results as one reportable segment is consistent with the way the Company operates its business and is consistent with the manner in which the Chief Operating Decision Maker ("CODM") evaluates performance and makes resource and operating decisions for the business as described above. Our CODM is our Chief Executive Officer. Furthermore, the Company notes that monitoring financial results as one reportable segment helps the CODM manage costs on a consolidated basis, consistent with the integrated nature of the operations. The CODM uses Net Income (Loss), as reported on our Consolidated Statements of Operations, in evaluating performance of the Company and determining how to allocate resources of the Company as a whole. As the CODM evaluates performance on a consolidated basis, all required financial segment information is included in our consolidated financial statements.

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Note 4 - Government Funding

On February 27, 2024, the Company entered into an agreement with the United States Army ("U.S. Army"). The agreement provides for $99.75 million in funding to support the U.S. Army's mission of increasing munitions production for national security in the upcoming years. The agreement supports the commissioning of two major assets: a continuous bloom reheat furnace and a roller hearth heat treat furnace. For the quarter ended March 31, 2026 and 2025, the Company received $5.9 million and $12.9 million, respectively, in funding related to this agreement and recorded the funding as a current liability on the Consolidated Balance Sheets and as investing within the Consolidated Cash Flows. For the quarter ended March 31, 2026 and 2025, there was $18.3 million and $13.9 million, respectively, in capital spending related to assets associated with this agreement.

In April 2026, the Company received an additional $9.5 million in government funding related to this agreement.

For further details, refer to Metallus' “Note 2 - Significant Accounting Policies” in its annual report on Form 10K for the year ended December 31, 2025.

Note 5 - Revenue Recognition

The following table provides the major sources of revenue by end-market sector for the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
	2026		2025
Industrial	$	112.3	$	101.7
Automotive		112.7		113.2
Aerospace & Defense		51.9		32.5
Energy		26.7		28.7
Other (1)		4.7		4.4
Total Net Sales	$	308.3	$	280.5

(1) “Other” sales by end-market sector relates to the Company’s scrap sales.

The following table provides the major sources of revenue by product type for the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
	2026		2025
Bar	$	200.9	$	166.0
Tube		33.0		31.4
Manufactured components		69.7		78.7
Other (2)		4.7		4.4
Total Net Sales	$	308.3	$	280.5

(2) “Other” sales by product type relates to the Company’s scrap sales.

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Note 6 - Restructuring Charges

During the third quarter of 2025, the Company offered an exit incentive program to certain retirement-eligible employees at the Company's corporate headquarters and manufacturing facilities to support succession planning and continue execution of the Company's sustainable profitable growth strategy. As a result, the Company recorded a $2.7 million restructuring reserve associated with the program. These charges primarily consist of severance and employee-related benefits.

Metallus recorded reserves for such restructuring charges as other current liabilities on the Consolidated Balance Sheets. The reserve balance at March 31, 2026 is expected to be used in the next twelve months.


Balance at December 31, 2025	$	2.6
Expenses		—
Payments		(1.3	)
Balance at March 31, 2026	$	1.3

Note 7 – Other (Income) Expense, net

The following table provides the components of other (income) expense, net for the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
	2026			2025
Pension and postretirement non-service benefit (income) loss	$	(2.2	)	$	(1.4	)
Loss (gain) from remeasurement of benefit plans		(2.5	)		—
Sales and use tax refund		—			(0.8	)
Miscellaneous (income) expense		(0.2	)		(0.1	)
Total other (income) expense, net	$	(4.9	)	$	(2.3	)

Non-service related pension and other postretirement benefit income, for all years, consists primarily of the interest cost, expected return on plan assets and amortization components of net periodic cost.

For more details on the aforementioned remeasurement, refer to “Note 12 - Retirement and Postretirement Plans.”

Note 8 - Income Tax Provision

Metallus’ provision for income taxes in interim periods is computed by applying the appropriate estimated annual effective tax rates to income or loss before income taxes for the period. In addition, non-recurring or discrete items, including interest on prior-year tax liabilities, are recorded during the periods in which they occur.


	Three Months Ended March 31,
	2026			2025
Provision (benefit) for incomes taxes	$	2.6		$	1.6
Effective tax rate		32.5	%		53.3	%

Income tax expense for the three months ended March 31, 2026 was calculated using forecasted multi-jurisdictional annual effective tax rates to determine a blended annual effective tax rate. The effective tax rate for the three months ended March 31, 2026 was 32.5% compared to 53.3% in the three months ended March 31, 2025. The decrease in the effective tax rate for the three months ended March 31, 2026 is primarily related to higher pre-tax income and the impact of discrete items related to stock based compensation awards.

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For the three months ended March 31, 2026 and 2025, there were $1.8 million of state and local income tax refunds. For the three months ended March 31, 2026, there were no tax payments. In April 2026, the Company received a $2.2 million refund from the Internal Revenue Service (“IRS”) for overpayments of 2024 federal estimated taxes.

Note 9 - Earnings (Loss) Per Share

Basic earnings (loss) per share is computed based upon the weighted average number of common shares outstanding. Diluted earnings (loss) per share is computed based upon the weighted average number of common shares outstanding plus the dilutive effect of common share equivalents calculated using the treasury stock method or if-converted method. For the Convertible Notes, the Company utilizes the if-converted method to calculate diluted earnings (loss) per share. Under the if-converted method, the Company adjusts net earnings to add back interest expense (including amortization of debt issuance costs) recognized on the Convertible Notes and includes the number of shares potentially issuable related to the Convertible Notes in the weighted average shares outstanding. Treasury shares are excluded from the denominator in calculating both basic and diluted earnings (loss) per share.

Equity-based Awards

Common share equivalents for shares issuable for equity-based awards amounted to 2.7 million shares for the three months ended March 31, 2026. For the three months ended March 31, 2026, 0.2 million shares were excluded from the computation of diluted earnings (loss) per share, primarily related to options with exercise prices above the average market price of our common shares (i.e., “underwater” options), because the effect of their inclusion would have been anti-dilutive. The difference between the remaining 2.5 million shares and 1.0 million shares assumed purchased with potential proceeds for the three months ended March 31, 2026, were included in the denominator of the diluted earnings (loss) per share calculation.

Common share equivalents for shares issuable for equity-based awards amounted to 2.4 million shares for the three months ended March 31, 2025. For the three months ended March 31, 2025, 0.4 million shares were excluded from the computation of diluted earnings (loss) per share, primarily related to options with exercise prices above the average market price of our common shares (i.e., “underwater” options), because the effect of their inclusion would have been anti-dilutive. The difference between the remaining 2.0 million shares and 1.1 million shares assumed purchased with potential proceeds for the three months ended March 31, 2025, were included in the denominator of the diluted earnings (loss) per share calculation.

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Convertible Notes

Common share equivalents for shares issuable upon the conversion of outstanding Convertible Notes were excluded in the computation of diluted earnings (loss) per share for three months ended March 31, 2025 as these shares would be anti-dilutive. There is no dilution on the Convertible Notes in 2026 as these were settled during the second quarter of 2025.

The following table sets forth the reconciliation of the numerator and the denominator of basic and diluted earnings (loss) per share for the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
	2026		2025
Numerator:
Net income (loss), basic	$	5.4	$	1.3
Add convertible notes interest		—		—
Net income (loss), diluted	$	5.4	$	1.3

Denominator:
Weighted average shares outstanding, basic		41.7		42.1
Dilutive effect of stock-based awards		1.5		0.9
Weighted average shares outstanding, diluted		43.2		43.0

Basic earnings (loss) per share	$	0.13	$	0.03
Diluted earnings (loss) per share	$	0.13	$	0.03

Note 10 - Inventories

The components of inventories, net of reserves as of March 31, 2026 and December 31, 2025 were as follows:


	March 31, 2026			December 31, 2025
Manufacturing supplies	$	62.6		$	61.3
Raw materials		39.3			21.5
Work in process		136.6			128.5
Finished products		42.4			33.2
Gross inventory		280.9			244.5
Allowance for inventory reserves		(1.3	)		(1.3	)
Total inventories, net	$	279.6		$	243.2

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Note 11 - Financing Arrangements

For a detailed discussion of the Company's long-term debt and credit arrangements, refer to “Note 12 - Financing Arrangements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The Company has no outstanding debt as of March 31, 2026.

Credit Agreement

On September 30, 2022, the Company, as borrower, and certain domestic subsidiaries of the Company, as subsidiary guarantors (the “Subsidiary Guarantors”), entered into a Fourth Amended and Restated Credit Agreement (the “Amended Credit Agreement”), with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and the lenders party thereto (collectively, the “Lenders”), which further amended and restated the Company’s existing secured Third Amended and Restated Credit Agreement, dated as of October 15, 2019.

As of March 31, 2026, the amount available under the Amended Credit Agreement was $270.7 million, reflective of the Company’s asset borrowing base with no outstanding borrowings. Additionally, the Company is in compliance with all covenants outlined in the Amended Credit Agreement.

Interest (Income) Expense, net

The following table provides the components of interest (income) expense, net for the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
	2026			2025
Interest expense	$	0.4		$	0.5
Interest income		(0.8	)		(2.0	)
Interest (income) expense, net	$	(0.4	)	$	(1.5	)

Interest expense for the three months ended March 31, 2026 is primarily driven by capital lease obligations. Interest income primarily relates to interest earned on cash invested in a money market fund and deposits with financial institutions. As of March 31, 2026, the carrying value of the Company's money market investment was $12.6 million, which approximates the fair value. The Company had $42.6 million in cash invested in a money market fund as of March 31, 2025. The money market fund is a cash equivalent and is included in cash and cash equivalents on the Consolidated Balance Sheets. The fund consists of highly liquid investments with an average maturity of three months or less and falls within Level 1 of the fair value hierarchy as defined by applicable accounting guidance. Additionally, as of March 31, 2026 and 2025, the Company had $59.6 and $126.9 million, respectively, of cash held in other accounts which generate interest income at a rate similar to the money market fund.

Treasury Shares

On December 20, 2021, Metallus announced that its Board of Directors authorized a share repurchase program under which the Company may repurchase up to $50.0 million of its outstanding common shares. On November 2, 2022, the Board of Directors authorized an additional $75.0 million towards its share repurchase program and on May 6, 2024 the Board of Directors authorized an additional $100.0 million. The share repurchase program is intended to return capital to shareholders while also offsetting dilution from annual equity compensation awards. The share repurchase program does not require the Company to acquire any dollar amount or number of shares and may be modified, suspended, extended or terminated by the Company at any time without prior notice. These authorizations reflect the continued confidence of the Board and senior leadership in the Company’s ability to generate sustainable through-cycle profitability while maintaining a strong balance sheet and cash flow.

For the three months ended March 31, 2026, the Company repurchased approximately 0.3 million common shares in the open market at an aggregate cost of $4.3 million, which equates to an average repurchase price of $15.55 per share. As of March 31, 2026, the Company had a balance of $85.4 million remaining on its authorized share repurchase program.

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For the three months ended March 31, 2025, the Company repurchased approximately 0.4 million common shares at an aggregate cost of $5.6 million in the open market, which equates to an average repurchase price of $14.23 per share.

Note 12 - Retirement and Postretirement Plans

Plan Amendments and Updates

Bargaining Plan

On February 5, 2026, the United Steelworkers (“USW”) Local 1123 voted to ratify a new four-year contract (the “Contract”). The Contract, which is in effect until September 30, 2029, offers Metallus’ bargaining employees an increase to base wages every year, competitive healthcare and retirement benefits for all members, and has a continued focus on employee wellbeing as well as safe and sustainable operations. The Contract covers approximately 1,200 bargaining employees at the Company’s Canton, Ohio operations.

The Contract ratification resulted in several changes to the Bargaining Plan, including the option for eligible employees to freeze their pension accrual in exchange for an opportunity to elect an in-service lump sum distribution of their pension benefit at age 59 1/2. These changes required a remeasurement of the Bargaining Plan's pension obligations and plan assets during the first quarter of 2026. A gain of $2.5 million was recognized for the three months ended March 31, 2026, primarily driven by investment gains on plan assets and a decrease in the net pension liability as a result of an increase in the discount rate.

The remeasurement incorporated various assumptions used by the Company’s actuaries in calculating pension obligations and plan assets. These assumptions include discount rates, the expected return on plan assets, and estimates of the number of eligible employees expected to elect an in‑service lump‑sum distribution. Actual results differing from these assumptions, as well as changes in assumptions, could affect future pension expense and obligations.

In the three months ended March 31, 2026, the Company contributed a total of $19.8 million to its pension plans. In April 2026, the Company contributed an additional $5.4 million to the Bargaining Plan and anticipates additional pension contributions of approximately $5.0 million for the remainder of 2026. Required future pension contribution timing and amounts are subject to significant change based on future investment performance, Company estimates and actuarial assumptions, as well as current funding laws.

Salaried Plan

During the fourth quarter of 2021, the Company's Board of Directors approved the termination of the Salaried Plan and the plan was terminated effective March 31, 2022, subject to regulatory approval which was received in the fourth quarter of 2023. On May 15, 2024, the Company entered into an agreement to purchase a group annuity contract from The Prudential Insurance Company of America ("Prudential") in connection with the annuitization of the Salaried Plan. Following the completion of the annuity contract, there were surplus assets which were used to make a one-time 401(k) contribution to eligible employees. As a result, the Company recognized a loss of $3.6 million in the first quarter of 2025 when the remaining assets were distributed.

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Pension Net Periodic Benefit Cost (Income)

The components of net periodic benefit cost (income) for the three months ended March 31, 2026 were as follows:


	Pension
	United States of America					Foreign
	Bargaining Plan			Supplemental Plan		Pension Plans			Total Pension			Postretirement Plans
Service cost	$	2.2		$	—	$	—		$	2.2		$	0.1
Interest cost		6.2			0.2		0.7			7.1			1.0
Expected return on plan assets		(7.9	)		—		(0.5	)		(8.4	)		(0.7	)
Amortization of prior service cost		0.3			—		—			0.3			(1.5	)
Net remeasurement losses (gains)		(2.4	)		—		—			(2.4	)		—
Curtailment losses (gains)		(0.1	)							(0.1	)		—
Net Periodic Benefit Cost (Income)	$	(1.7	)	$	0.2	$	0.2		$	(1.3	)	$	(1.1	)

The components of net periodic benefit cost (income) for the three months ended March 31, 2025 were as follows:


	Pension
	United States of America					Foreign
	Bargaining Plan			Supplemental Plan		Pension Plans			Total Pension			Postretirement Plans
Service cost	$	2.2		$	—	$	—		$	2.2		$	0.1
Interest cost		6.5			0.2		0.7			7.4			1.1
Expected return on plan assets		(7.5	)		—		(0.6	)		(8.1	)		(0.7	)
Amortization of prior service cost		0.3			—		—			0.3			(1.5	)
Net Periodic Benefit Cost (Income)	$	1.5		$	0.2	$	0.1		$	1.8		$	(1.0	)

The Bargaining Plan and Supplemental Plan each have a provision that permits employees to elect to receive their pension benefits in a lump sum upon retirement. The Company's accounting policy is to recognize settlements during the quarter in which it is projected that the costs of all settlements during the year will be greater than the sum of the service cost and interest cost components.

Note 13 – Stock-Based Compensation

During the three months ended March 31, 2026, the Board of Directors granted 378,000 time-based restricted stock units and 308,000 performance-based restricted stock units, which primarily relates to the annual grant to our employees. During the three months ended March 31, 2025, the Board of Directors granted 470,980 time-based restricted stock units and 329,580 performance-based restricted stock units, which relates to the annual grant to our employees.

Time-based restricted stock units are issued with the fair value equal to the closing market price of Metallus common shares on the date of grant. These restricted stock units do not have any performance conditions for vesting. Expense is recognized over the service period, adjusted for any forfeitures that occur during the vesting period. The weighted average fair value of the restricted stock units granted during the three months ended March 31, 2026 was $17.72 per share.

Performance-based restricted stock units issued in 2026 vest based on achievement of a total shareholder return (“TSR”) metric. The TSR metric is considered a market condition, which requires Metallus to reflect it in the fair value on grant date using an advanced option-pricing model. The fair value of each performance share was therefore determined using a Monte Carlo valuation model, a generally accepted lattice pricing model under ASC 718 – Stock-based Compensation. The Monte Carlo valuation model,

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among other factors, uses commonly-accepted economic theory underlying all valuation models, estimates fair value using simulations of future share prices based on stock price behavior and considers the correlation of peer company returns in determining fair value. The fair value of the performance-based restricted stock units granted during the three months ended March 31, 2026 was $17.21 per share.

Metallus recognized stock-based compensation expense of $3.3 million for the three months ended March 31, 2026 compared to $3.4 million for the three months ended March 31, 2025. Future stock-based compensation expense related to the unvested portion of all awards is approximately $26.0 million. The future expense is expected to be recognized over the remaining vesting periods through 2029.

Note 14 - Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) for the three months ended March 31, 2026 and 2025 by component were as follows:


	Foreign Currency Translation Adjustments			Pension and Postretirement Liability Adjustments			Total
Balance as of December 31, 2025	$	(6.1	)	$	11.5		$	5.4
Other comprehensive income (loss) before reclassifications, before income tax		(0.1	)		—			(0.1	)
Amounts reclassified from accumulated other comprehensive income (loss), before income tax		—			(4.6	)		(4.6	)
Tax effect		—			—			—
Net current period other comprehensive income (loss), net of income taxes		(0.1	)		(4.6	)		(4.7	)
Balance as of March 31, 2026	$	(6.2	)	$	6.9		$	0.7

	Foreign Currency Translation Adjustments			Pension and Postretirement Liability Adjustments			Total
Balance as of December 31, 2024	$	(7.7	)	$	15.4		$	7.7
Other comprehensive income (loss) before reclassifications, before income tax		0.4			—			0.4
Amounts reclassified from accumulated other comprehensive income (loss), before income tax		—			(1.2	)		(1.2	)
Tax effect		—			(0.1	)		(0.1	)
Net current period other comprehensive income (loss), net of income taxes		0.4			(1.3	)		(0.9	)
Balance as of March 31, 2025	$	(7.3	)	$	14.1		$	6.8

The amount reclassified from accumulated other comprehensive income (loss) in the three months ended March 31, 2026 and 2025 for the pension and postretirement liability adjustment was included in other (income) expense, net in the unaudited Consolidated Statements of Operations.

Note 15 – Contingencies

Metallus has a number of loss exposures incurred in the ordinary course of business, such as environmental claims, product warranty claims, employee-related matters, and other litigation. Establishing loss reserves for these matters requires

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management’s estimate and judgment regarding risk exposure and ultimate liability or realization. These loss reserves are reviewed periodically and adjustments are made to reflect the most recent facts and circumstances. Accruals related to environmental claims represent management’s best estimate of the fees and costs associated with these claims. Although it is not possible to predict with certainty the outcome of such claims, management believes that their ultimate dispositions should not have a material adverse effect on our financial position, cash flows or results of operations.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(dollars in millions, except per share data)

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help investors understand our results of operations, financial condition and current business environment. The MD&A is provided as a supplement to, and should be read in conjunction with, our unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q for the three months ended March 31, 2026.

The MD&A is organized as follows:

•

Overview: From management’s point of view, we discuss the following:

Summary of our business and the markets in which we operate

Key trends and events during the current year

•

Results of Operations: An analysis of our results of operations as reflected in our consolidated financial statements

•

Non GAAP (1) Financial Measures: An analysis of our net sales by end-market, adjusted to exclude surcharges, which management uses to better analyze key market indicators and trends and allows for enhanced comparison between our end-markets.

•

Liquidity and Capital Resources: An analysis of our cash flows, working capital, debt structure, contractual obligations and other commercial commitments.

•

Critical Accounting Policies: An overview of accounting policies identified by the Company as critical that, as a result of the judgments, uncertainties, and the operations involved, could result in material changes to the Company's financial condition or results of operations under different conditions or using different assumptions.

Overview

Business Overview

We manufacture alloy steel, as well as carbon and micro-alloy steel, using electric arc furnace ("EAF") technology. Our portfolio includes special bar quality (“SBQ”) bars, seamless mechanical tubing (“tubes”), manufactured components such as precision steel components, and billets. Our products and solutions are used in a diverse range of demanding applications in the following end-markets: industrial, automotive, aerospace & defense, and energy.

Business Highlights

The following items represent key trends and events during the three months ended March 31, 2026:

•

Capital investments: The Company continues to invest organically with capital investments of $24.7 million in the three months ended March 31, 2026. Investments included targeted spending for improved safety, equipment automation, and continuous improvement to drive best-in-class quality and asset reliability, as well as new assets to increase throughput and efficiency which are being substantially funded by the U.S. government.

•

Government Funding: In the three months ended March 31, 2026, the Company received $4.9 million from the U.S. government as part of the previously announced $99.75 million funding agreement to support the U.S. Army's mission of increasing munitions production for national security in the upcoming years. The agreement supports the

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commissioning of two major assets: a continuous bloom reheat furnace and a roller hearth heat treat furnace. The Company expects the remaining funding to be provided as mutually agreed upon milestones are achieved throughout the project. The Company plans to commission and ramp-up production of the new bloom reheat furnace and roller furnace during 2026. Through March 31, 2026, and inclusive of amounts received in 2024 and 2025, the Company has received $91.5 million of government funding, with total spend of $108.1 million.

•

Liquidity: Our balance sheet has remained strong, with total liquidity of $374.7 million, including cash and cash equivalents of $104.0 million as of March 31, 2026. Operating cash outflow of $26.9 million in the first quarter was primarily due to higher working capital requirements to support ramping business needs and the timing of required pension contributions, as expected.

•

Share repurchase program: The Company repurchased 0.3 million common shares in the open market at an aggregate cost of $4.3 million in the three months ended March 31, 2026. As of March 31, 2026, the Company had a balance of $85.4 million remaining on its authorized share repurchase program.

•

United Steelworkers ("USW") contract: The USW Local 1123 ratified a new four-year labor agreement with Metallus on February 5, 2026. A one‑time payment in the total amount of $1.9 million was made in the first quarter of 2026 to union employees, in accordance with the terms of the agreement, along with $0.3 million of one-time payments related to external parties assisting with achieving the new labor agreement.

(1) Please see discussion of non-GAAP financial measures in Form 10-Q – Net Sales Adjusted to Exclude Surcharges

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Results of Operations

Net Sales

The charts below present net sales and shipments for the three months ended March 31, 2026 and 2025.

Net sales for the three months ended March 31, 2026 were $308.3 million, an increase of $27.8 million, or 9.9% compared with the three months ended March 31, 2025. The increase in net sales was primarily driven by higher shipments and surcharges as a result of higher scrap and alloy market prices. Higher volume of 10.9 thousand ship tons resulted in a net sales increase of $16.1 million across all end-markets except energy. The increase in surcharges of $11.7 million was primarily a result of higher shipments, scrap and alloy prices and energy surcharges. Excluding surcharges, net sales increased $16.1 million or 7.2%.

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Gross Profit

The chart below presents the drivers of the gross profit variance from the three months ended March 31, 2025 as compared to the three months ended March 31, 2026.

Gross profit for the three months ended March 31, 2026 increased $3.2 million, or 14.6% compared with the three months ended March 31, 2025. The increase was primarily driven by higher volume, favorable price/mix and raw material spread, partially offset by higher manufacturing costs. All end-market sectors except energy were favorably impacted by higher volume. Favorable price/mix was due to higher aerospace & defense shipments, partially offset by higher automotive shipments. Raw material spread increased due to higher shipments and alloy prices. Unfavorable manufacturing was due to higher utility costs, increased costs related to the ratified union contract, and costs related to investments in our manufacturing optimization projects, partially offset by increased fixed cost leverage on higher production volume.

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Selling, General and Administrative Expenses

The charts below present selling, general and administrative (“SG&A”) expense for the three months ended March 31, 2026 and 2025.

SG&A expense for the three months ended March 31, 2026 decreased by $2.1 million, or 8.6%, compared with the same period in 2025. The decrease was primarily due to lower professional services and salary and benefits expense.

Interest (Income) Expense, net

Net interest income for the three months ended March 31, 2026 was $0.4 million compared with net interest income of $1.5 million for the three months ended March 31, 2025. The decline in net interest income was primarily due to a combination of lower interest rates and average cash balances in 2026 compared to 2025. Refer to “Note 11 - Financing Arrangements” in the Notes to the unaudited Consolidated Financial Statements for additional information.

Other (Income) Expense, net


	Three Months Ended March 31,
	2026			2025			$ Change
Pension and postretirement non-service benefit (income) loss	$	(2.2	)	$	(1.4	)	$	(0.8	)
Loss (gain) from remeasurement benefit plan		(2.5	)		—			(2.5	)
Sales and use tax refund		—			(0.8	)		0.8
Miscellaneous (income) expense		(0.2	)		(0.1	)		(0.1	)
Total other (income) expense, net	$	(4.9	)	$	(2.3	)	$	(2.6	)

For more details on the aforementioned remeasurement, refer to “Note 12 - Retirement and Postretirement Plans."

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Provision for Income Taxes


	Three Months Ended March 31,
	2026			2025			$ Change
Provision (benefit) for income taxes	$	2.6		$	1.6		$	1.0
Effective tax rate		32.5	%		53.3	%		-20.8	%

The effective tax rate for the three months ended March 31, 2026 was 32.5% compared to 53.3% in the three months ended March 31, 2025. The decrease in the effective tax rate for the three months ended March 31, 2026 is primarily related higher pre-tax income.

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Non-GAAP Financial Measures

Net Sales, Excluding Surcharges

The tables below present net sales by end-markets, adjusted to exclude surcharges, which represents a financial measure that has not been determined in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). We believe presenting net sales by end-markets, both on a gross basis and on a per ton basis, adjusted to exclude raw material and energy surcharges, provides additional insight into key drivers of net sales such as base price and product mix. Due to the fact that the surcharge mechanism can introduce volatility to our net sales, net sales adjusted to exclude surcharges provides management and investors clarity of our core pricing and results. Presenting net sales by end-markets, adjusted to exclude surcharges including on a per ton basis, allows management and investors to better analyze key market indicators and trends and allows for enhanced comparison between our end-markets.

When surcharges are included in a customer agreement and are applicable (i.e., reach the threshold amount), based on the terms outlined in the respective agreement, surcharges are then included as separate line items on a customer’s invoice. These additional surcharge line items adjust base prices to match cost fluctuations due to market conditions. Each month, the Company will post on the surcharges page of its external website, as well as our customer portal, the scrap, alloy, and energy surcharges that will be applied (as a separate line item) to invoices dated in the following month (based upon shipment volumes in the following month). All surcharges invoiced are included in GAAP net sales.


(dollars in millions, ship tons in thousands)
	Three Months Ended March 31, 2026
	Industrial		Automotive		Aerospace & Defense		Energy		Other		Total
Ship Tons		67.1		66.6		17.7		12.4		—		163.8

Net Sales	$	112.3	$	112.7	$	51.9	$	26.7	$	4.7	$	308.3
Less: Surcharges		31.4		23.2		8.4		7.0		—		70.0
Base Sales	$	80.9	$	89.5	$	43.5	$	19.7	$	4.7	$	238.3

Net Sales / Ton	$	1,674	$	1,692	$	2,932	$	2,153	$	—	$	1,882
Surcharges / Ton	$	468	$	348	$	475	$	565	$	—	$	427
Base Sales / Ton	$	1,206	$	1,344	$	2,457	$	1,588	$	—	$	1,455

	Three Months Ended March 31, 2025
	Industrial		Automotive		Aerospace & Defense		Energy		Other		Total
Ship Tons		66.3		64.1		8.6		13.9		—		152.9

Net Sales	$	101.7	$	113.2	$	32.5	$	28.7	$	4.4	$	280.5
Less: Surcharges		26.6		21.6		3.4		6.7		—		58.3
Base Sales	$	75.1	$	91.6	$	29.1	$	22.0	$	4.4	$	222.2

Net Sales / Ton	$	1,534	$	1,766	$	3,779	$	2,065	$	—	$	1,835
Surcharges / Ton	$	401	$	337	$	395	$	482	$	—	$	381
Base Sales / Ton	$	1,133	$	1,429	$	3,384	$	1,583	$	—	$	1,454

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Liquidity and Capital Resources

Credit Agreement

On September 30, 2022, the Company, as borrower, and certain domestic subsidiaries of the Company, as subsidiary guarantors, entered into a Fourth Amended and Restated Credit Agreement (the “Amended Credit Agreement”), with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, which further amended and restated the Company’s secured Third Amended and Restated Credit Agreement, dated as of October 15, 2019.

Refer to “Note 11 - Financing Arrangements” in the Notes to the unaudited Consolidated Financial Statements for additional information.

Additional Liquidity Considerations

The following represents a summary of key liquidity measures under the Amended Credit Agreement as of March 31, 2026 and December 31, 2025:


	March 31, 2026			December 31, 2025
Cash and cash equivalents	$	104.0		$	156.7

Credit Agreement:
Maximum availability	$	400.0		$	400.0
Suppressed availability(1)		(124.0	)		(162.2	)
Availability		276.0			237.8
Amount borrowed		—			—
Letter of credit obligations		(5.3	)		(5.3	)
Availability not borrowed	$	270.7		$	232.5

Total liquidity	$	374.7		$	389.2

(1) As of March 31, 2026, and December 31, 2025, Metallus had less than $400.0 million in collateral assets to borrow against.

Our principal sources of liquidity are cash and cash equivalents, cash flows from operations and available borrowing capacity under our Credit Agreement. As of March 31, 2026, taking into account our view of industrial, automotive, aerospace & defense and energy market demand for our products, and our 2026 operating and long-range plan, we believe that our cash balance as of March 31, 2026, projected cash generated from operations, borrowings available under the Credit Agreement and committed government funding to support capital investments, will be sufficient to satisfy our working capital needs, capital expenditures and other liquidity requirements associated with our operations, including pension and postretirement benefit obligations, for at least the next twelve months. We expect capital expenditures to be approximately $70 million in 2026, inclusive of approximately $35 million of capital expenditures funded by the U.S. government.

To the extent our liquidity needs prove to be greater than expected or cash generated from operations is less than anticipated, and cash on hand or credit availability is insufficient, we would seek additional financing to provide additional liquidity. We regularly evaluate our potential access to the equity and debt capital markets as sources of liquidity and we believe additional financing would likely be available if necessary, although we can make no assurance as to the form or terms of any such financing.

We continue to evaluate the best use of our liquidity which would allow us to invest in profitable growth, maintain a strong balance sheet, and return capital to shareholders.

For the three months ended March 31, 2026, the Company repurchased approximately 0.3 million common shares at an aggregate cost of $4.3 million in the open market, which equates to an average repurchase price of $15.55 per share. As of March 31, 2026, the Company had a balance of $85.4 million remaining under its share repurchase program. The share repurchase program is

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intended to return capital to shareholders while also offsetting dilution from annual equity compensation awards. The share repurchase program does not require the Company to acquire any dollar amount or number of shares and may be modified, suspended, extended or terminated by the Company at any time without prior notice. These authorizations reflect the continued confidence of the Board and senior leadership in the Company’s ability to generate sustainable through-cycle profitability while maintaining a strong balance sheet and cash flow.

Cash Flows

The following table reflects the major categories of cash flows for the three months ended March 31, 2026 and 2025. For additional details, please refer to the unaudited Consolidated Statements of Cash Flows included in this quarterly report.


	Three Months Ended March 31,
	2026			2025
Net cash provided (used) by operating activities	$	(26.9	)	$	(38.9	)
Net cash provided (used) by investing activities		(18.8	)		(12.9	)
Net cash provided (used) by financing activities		(7.0	)		(8.2	)
Increase (Decrease) in Cash and Cash Equivalents	$	(52.7	)	$	(60.0	)

Operating activities

Net cash used by operating activities for the three months ended March 31, 2026 was $26.9 million compared to net cash used of $38.9 million for the three months ended March 31, 2025. The decrease in the first quarter seasonal cash flow usage year over year primarily relates to lower pension contributions in 2026.

Investing activities

Net cash used by investing activities for the three months ended March 31, 2026 was $18.8 million compared to net cash used of $12.9 million for the three months ended March 31, 2025. The change was due to lower proceeds from government funding in the three months ended March 31, 2026 compared to the same period in 2025.

Financing activities

Net cash used by financing activities for the three months ended March 31, 2026 was $7.0 million compared to net cash used of $8.2 million in the three months ended March 31, 2025. The change was primarily due to lower repurchases of common shares, partially offset by higher shares surrendered for taxes in 2026 compared to the same period in 2025.

Critical Accounting Policies and Estimates

Our financial statements are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. We review our critical accounting policies throughout the year.

New Accounting Guidance

See “Note 2 - Recent Accounting Pronouncements” in the Notes to the unaudited Consolidated Financial Statements.

Forward-Looking Statements

Certain statements set forth in this Quarterly Report on Form 10-Q (including our forecasts, beliefs and expectations) that are not historical in nature are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, Management’s Discussion and Analysis of Financial Condition and Results of Operations contains numerous forward-looking statements. Forward-looking statements generally will be accompanied by words such as “anticipate,” “aspire,” “believe,”

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“could,” “estimate,” “expect,” “forecast,” “outlook,” “intend,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strategic direction,” “strategy,” “target,” “will,” “would,” or other similar words, phrases or expressions that convey the uncertainty of future events or outcomes. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Form 10-Q. We caution readers that actual results may differ materially from those expressed or implied in forward-looking statements made by or on behalf of us due to a variety of factors, such as:

•

the effects of fluctuations in customer demand on sales, product mix and prices in the industries in which the Company operates, including the ability of the Company to respond to rapid changes in customer demand including but not limited to changes in domestic and worldwide political and economic conditions due to, among other factors, U.S. and foreign trade policies and the impact on economic conditions, changes in customer operating schedules due to supply chain constraints or unplanned work stoppages, the ability of customers to obtain financing to purchase the Company’s products or equipment that contains its products, the effects of customer bankruptcies or liquidations, the impact of changes in industrial business cycles, and whether conditions of fair trade exist in U.S. markets;

•

changes in operating costs, including the effect of changes in our manufacturing processes; changes in costs associated with varying levels of operations and manufacturing capacity; availability of raw materials and energy; our ability to mitigate the impact of fluctuations in raw materials and energy costs and the effectiveness of our surcharge mechanism; changes in the expected costs associated with product warranty claims; changes resulting from inventory management, cost reduction initiatives and different levels of customer demands; the effects of unplanned work stoppages; availability of skilled labor; and changes in the cost of labor and benefits;

•

the success of our operating plans, announced programs, initiatives and capital investments; the consistency to meet demand levels following unplanned downtime; and our ability to maintain appropriate relations with the union that represents our associates in certain locations in order to avoid disruptions of business;

•

whether we are able to successfully implement actions designed to improve profitability on anticipated terms and timetables and whether we are able to fully realize the expected benefits of such actions;

•

the Company's pension obligations and investment performance;

•

with respect to the Company's ability to achieve its sustainability goals, including its 2030 environmental goals, the ability to meet such goals within the expected timeframe, changes in laws, regulations, prevailing standards or public policy, the alignment of the scientific community on measurement and reporting approaches, the complexity of commodity supply chains and the evolution of and adoption of new technology, including traceability practices, tools and processes;

•

availability of property insurance coverage at commercially reasonable rates or insufficient insurance coverage to cover claims or damages;

•

the availability of financing and interest rates, which affect the Company's cost of funds and/or ability to raise capital;

•

the impacts from any repurchases of our common shares, including the timing and amount of any repurchases;

•

competitive factors, including changes in market penetration; increasing price competition by existing or new foreign and domestic competitors; the introduction of new products by existing and new competitors; and new technology that may impact the way our products are sold or distributed;

•

deterioration in global economic conditions, or in economic conditions in any of the geographic regions in which we conduct business, including additional adverse effects from global economic slowdown, terrorism or hostilities. This includes: political risks associated with the potential instability of governments and legal systems in countries in which we or our customers conduct business, and changes in currency valuations;

•

the impact of global conflicts on the economy, sourcing of raw materials, and commodity prices;

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•

climate-related risks, including environmental and severe weather caused by climate changes, and legislative and regulatory initiatives addressing global climate change or other environmental concerns;

•

unanticipated litigation, claims or assessments, including claims or problems related to intellectual property, product liability or warranty, employment matters, regulatory compliance and environmental issues and taxes, among other matters;

•

cyber-related risks, including information technology system failures, interruptions and security breaches;

•

the potential impact of pandemics, epidemics, widespread illness or other health issues;

•

with respect to the equipment investments to support the U.S. Army’s mission of ramping up munitions production in the coming years, whether the funding awarded to support these investments is received on the anticipated timetable, whether the Company is able to successfully complete the installation and commissioning of the new assets on the targeted budget and timetable, and whether the anticipated increase in throughput is achieved; and

•

those items identified under the caption Risk Factors in our Annual Report on Form 10-K.

You are cautioned that it is not possible to predict or identify all of the risks, uncertainties and other factors that may affect future results, and that the above list should not be considered to be a complete list. Except as required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Further, this report includes our current policy and intent and is not intended to create legal rights or obligations. Certain standards of measurement and performance contained in this report are developing and based on assumptions, and no assurance can be given that any plan, objective, initiative, projection, goal, mission, commitment, expectation, or prospect set forth in this report can or will be achieved. Inclusion of information in this report is not an indication that the subject or information is material to our business or operating results.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

For quantitative and qualitative disclosures about market risk, see Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. There were no material changes in our exposure to market risk since December 31, 2025.

Item 4. Controls and Procedures

(a) Disclosure Controls and Procedures

As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)). Based upon that evaluation, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

(b) Changes in Internal Control Over Financial Reporting

During the Company’s most recent fiscal quarter, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Part II. Other Information

Item 1. Legal Proceedings

We are involved in various claims and legal actions arising in the ordinary course of business. In the opinion of our management, the ultimate disposition of these matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Item 1A. Risk Factors

We are subject to various risks and uncertainties in the course of our business. The discussion of such risks and uncertainties may be found under Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The table below provides information concerning our repurchase of common shares for the three months ended March 31, 2026.


(Dollars in millions, except shares and per share data)	Total number of shares purchased (1)		Average price paid per share (2)		Total number of shares purchased as part of publicly announced plans or programs (1)		Maximum dollar value of shares that may yet be purchased under the plans or programs (3)
Beginning shares available							$	89.7
January, 2026		—	$	—		—	$	89.7
February, 2026		—	$	—		—	$	89.7
March, 2026		277,178	$	15.55		277,178	$	85.4
Quarter ended March 31, 2026		277,178	$	15.55		277,178	$	85.4

(1) The Company may utilize various methods to repurchase shares, which could include open market repurchases, including repurchases through Rule 10b5-1 plans, privately-negotiated transactions or by other means. The actual timing, number and value of shares repurchased under the program will depend on a number of factors, including the price of the Company's shares, general market and economic conditions, capital needs and other factors.

(2) The average price paid per share excludes any broker commissions.

(3) Since December 20, 2021, the Board of Directors has authorized the Company to repurchase up to $225 million of its outstanding common shares under its share repurchase program. The share repurchase program does not require the Company to acquire any dollar amount or numbers of shares and does not have an expiration date.

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Item 6. Exhibits


Exhibit Number		Exhibit Description

31.1*		Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Exchange Act, as adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Exchange Act, as adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		Inline XBRL Instance Document.

101.SCH*		Inline XBRL Taxonomy Extension Schema Document.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

** Furnished herewith.

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Signatures

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