What changed in Metallus Inc.'s 2025 10-K compared to 2024?

Across the narrative sections we track, Metallus Inc. (MTUS) added 198 paragraphs, removed 215, and edited 158 between the 2024 and 2025 10-K filings. The biggest movers are Item 5. Market for Registrant's Common Equity (+89/−106), Item 1A. Risk Factors (+41/−46), Item 1. Business (+37/−38).

Did Metallus Inc. add new Risk Factors in the 2025 10-K?

Yes — Item 1A Risk Factors shows 41 new/edited paragraphs and 46 removed paragraphs versus the 2024 10-K.

Did Metallus Inc. update its Cybersecurity disclosure (Item 1C) in 2025?

Item 1C Cybersecurity has 16 paragraph-level changes between the 2024 and 2025 filings.

Did Metallus Inc.'s Legal Proceedings (Item 3) change in 2025?

Item 3 shows 13 added/edited paragraphs and 12 removed paragraphs — usually indicating new litigation disclosed or settled cases removed.

Where does this MTUS 10-K diff come from?

The source filings are Metallus Inc.'s official 2024 and 2025 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in Metallus Inc.'s 10-K — 2024 vs 2025

Paragraph-level year-over-year comparison of Metallus Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+198 added−215 removedSource: 10-K (2026-02-20) vs 10-K (2025-02-27)

Top changes in Metallus Inc.'s 2025 10-K

198 paragraphs added · 215 removed · 158 edited across 6 sections

Item 5. Market for Registrant's Common Equity+89 / −106 · 76 edited
Item 1A. Risk Factors+41 / −46 · 26 edited
Item 1. Business+37 / −38 · 32 edited
Item 1C. Cybersecurity+16 / −11 · 11 edited
Item 3. Legal Proceedings+13 / −12 · 11 edited

Item 1. Business

Business — how the company describes what it does

32 edited+5 added−6 removed60 unchanged

2024 filing

2025 filing

Biggest changeWe have allocated approximately $3 million of capital expenditures per year through 2030 to achieve our long-term sustainability goals, including safety- and environmental-related projects. In 2024, actual capital expenditure spend was approximately $2.8 million related to these initiatives, which primarily related to safety projects.

Biggest changeThe company’s 2030 targets are supported by projects across the company's manufacturing, supply chain and corporate operations and, in 2021, the indefinite idling of the company’s Harrison melt and casting assets contributed to the reduction in greenhouse gas emissions. 7 Table of Contents We have allocated approximately $3 million of capital expenditures per year through 2030 to achieve our long-term sustainability goals, including safety- and environmental-related projects.

No other customer accounted for more than 10% of net sales during the year ended December 31, 2024. Products We believe we produce some of the cleanest, highest performing alloy air-melted steels in the world for our customers’ most demanding applications.

No other customer accounted for more than 10% of net sales during the year ended December 31, 2025. Products We believe we produce some of the cleanest, highest performing alloy air-melted steels in the world for our customers’ most demanding applications.

The 2022 insurance claims were closed in the first quarter of 2024. For further information related to previous insurance recoveries, refer to "Note 5 - Other (Income) Expense, net" in the Notes to the Consolidated Financial Statements for additional information.

The 2022 insurance claims were closed in the first quarter of 2024. For further information related to previous insurance recoveries, refer to "Note 6 - Other (Income) Expense, net" in the Notes to the Consolidated Financial Statements for additional information.

Sales and Distribution Our sales force is made up largely of engineers that are backed by a team of metallurgists and other technical experts. While most of our products are sold directly to original equipment ("OE") manufacturers, a portion of our sales are made through authorized distributors and steel service centers, representing approximately 18% of net sales during 2024.

From time to time, we may be a party to lawsuits, claims or other proceedings related to environmental matters and/or receive notices of potential violations of environmental laws and regulations from the EPA and similar state or local authorities. We recorded reserves for such environmental matters of $0.4 million and $0.6 million as of December 31, 2024 and 2023, respectively.

From time to time, we may be a party to lawsuits, claims or other proceedings related to environmental matters and/or receive notices of potential violations of environmental laws and regulations from the EPA and similar state or local authorities. We recorded reserves for such environmental matters of $0.2 million and $0.4 million as of December 31, 2025 and 2024, respectively.

Major Customers We sell products and services that are used in a range of demanding applications around the world. We have approximately 330 diverse customers in the following end-markets: industrial; automotive; aerospace & defense; and energy. For the year ended December 31, 2024, one customer individually comprised greater than 10% of net sales. This customer represented 11.2% of net sales.

Major Customers We sell products and services that are used in a range of demanding applications around the world. We have approximately 330 diverse customers in the following end-markets: industrial; automotive; aerospace & defense; and energy. For the year ended December 31, 2025, one customer individually comprised greater than 10% of net sales. This customer represented 10.6% of net sales.

Item 1. B usiness Overview Metallus Inc., formerly known as TimkenSteel Corporation, ("we", "us", "our", the "Company" or "Metallus") was incorporated in Ohio on October 24, 2013, and became an independent, publicly traded company as the result of a spinoff from The Timken Company ("Timken") on June 30, 2014.

Item 1. B usiness Overview Metallus Inc., ("we", "us", "our", the "Company" or "Metallus") was incorporated in Ohio on October 24, 2013, and became an independent, publicly traded company as the result of a spinoff from The Timken Company ("Timken") on June 30, 2014.

Our customers benefit from our expertise; over 70% of our sales representatives, account managers, and technical service team members have engineering backgrounds. We apply this knowledge through product design and investments in our manufacturing capabilities.

Our customers benefit from our expertise; nearly 50% of our sales representatives, account managers, and technical service team members have engineering backgrounds. We apply this knowledge through product design and investments in our manufacturing capabilities.

For further details, refer to “Note 2 - Significant Accounting Policies” in the Notes to the Consolidated Financial Statements. Faircrest Melt Shop Unplanned Downtime During the second half of 2022, the Faircrest melt shop experienced unplanned operational downtime. The company recognized insurance recoveries of $34.5 million in 2022 and $31.3 million in 2023 related to the unplanned downtime.

For further details, refer to “Note 2 - Significant Accounting Policies” in the Notes to the Consolidated Financial Statements. Faircrest Melt Shop Unplanned Downtime During the second half of 2022, the Faircrest melt shop experienced unplanned operational downtime. The company recognized insurance recoveries of $31.3 million in 2023 related to the unplanned downtime and received $20.0 million in January 2024.

Manufactured component competitors include both integrated and non-integrated component producers. Lead Time The lead time for our products varies based on product type and specifications. As of the date of this filing, lead times for bar and tube products currently extend to May 2025.

Our environmental efforts are focused on maintaining clean air, water, and land, while complying with environmental rules and regulations. Through the integration of material efficiency, conservation of energy, and responsible natural resource use, we aim to continually lessen our products' environmental impact. Innovation, collaboration and stakeholder engagement are embedded within our environmental programs.

Learn more about our governance and environmental stewardship on the Sustainability section of our website at www.metallus.com . Human Capital Employment At December 31, 2024, we had approximately 1,880 employees, with approximately 62% of our employees covered under a collective bargaining agreement.

Learn more about our governance and environmental stewardship on the Sustainability section of our website at www.metallus.com . Human Capital Employment At December 31, 2025, we had approximately 1,865 employees, with approximately 61.9% of our employees covered under a collective bargaining agreement.

Whenever possible, we manage our exposure to commodity risks primarily through the use of supplier pricing agreements that enable us to establish the purchase prices for certain inputs that are used in our manufacturing process. We also utilize a raw material and natural gas surcharge mechanism when pricing products to our customers.

Whenever possible, we manage our exposure to commodity risks primarily through the use of supplier pricing agreements that enable us to establish the purchase prices for certain inputs that are used in our manufacturing process. We also utilize raw material and energy surcharge mechanisms when pricing products to our customers. There are two components of our raw material surcharge.

There are two components of our raw material surcharge. One component is related to the scrap metal content in our finished product and is based on the published No. 1 busheling scrap index. The other component is related to alloy material content in our finished product and is based on published prices for nickel, molybdenum, vanadium, chrome, and manganese.

One component is related to the scrap metal content in our finished product and is based on the published No. 1 busheling scrap index. The other component is related to alloy material content in our finished product and is based on published prices for nickel, molybdenum, vanadium, chrome, and manganese.

The Contract, which is in effect until September 27, 2025, provides Metallus' Canton-based bargaining employees an increase to base wages every year, competitive healthcare and retirement benefits for all members, as well as a continued focus on employee wellbeing and safe and sustainable operations. The Contract covers approximately 1,170 bargaining employees at the Company’s Canton, Ohio operations.

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.

This sense of responsibility drives engagement through increased awareness of the vital role each team member plays in promoting a safe work environment while maintaining our commitment to best-in-class quality in our processes and products. We recognize the need for and are committed to improving the Company's safety culture.

This sense of responsibility drives engagement through increased awareness of the vital role each team member plays in promoting a safe work environment while maintaining our commitment to best-in-class quality in our processes and products. We aspire to have the safest specialty metals operations in the world and are committed to improving our safety culture and record year-over-year.

For the year ended December 31, 2024, the Company received $53.5 million 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. There was $8.0 million in capital spending related to assets associated with this agreement in 2024.

Through December 31, 2025, the Company received $85.6 million 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. There was $81.3 million in capital spending related to assets associated with this agreement in 2025.

We make these products from nearly 100% recycled steel, using our expertise in raw materials to create high-quality specialty metal products. We focus on creating tailored products for our respective end-markets.

SBQ steel is made to restrictive chemical compositions and high internal purity levels and is used in critical mechanical applications. We make these products from nearly 100% recycled steel, using our expertise in raw materials to create high-quality specialty metal products. We focus on creating tailored products for our respective end-markets.

On October 29, 2021, the United Steelworkers ("USW") Local 1123 voted to ratify a new four-year contract (the “Contract”).

On February 5, 2026, the United Steelworkers (“USW”) Local 1123 voted to ratify a new four-year contract (the “Contract”).

We recognize that an inclusive, engaging culture has enabled us to deliver innovative solutions throughout the life of our business and is key to our continued business success. Within our organization, we maintain employee resource groups (ERGs) which further promote belonging and inclusion.

We recognize that an engaging culture has enabled us to deliver innovative solutions throughout the life of our business and is key to our continued business success.

Our vision and mission inform everything we do and our work is grounded in our core values, which represent the framework on which our culture is built. Our employees are critical to our success and are the reason we are able to execute at a high level.

Our values and our culture Our vision and mission inform everything we do and our work is grounded in our core values, which represent the framework on which our culture is built. Our employees are critical to our success and creating a positive atmosphere is fundamental to our strategic imperative to attract and retain top talent.

We have an advisory council comprised of senior leaders in the company and the executive sponsors of our ERGs to advance and champion the Company's efforts to leverage our unique perspectives, backgrounds, and experiences to make a positive impact and promote unity within Metallus and our communities.

Our Employee Resource Groups (ERGs) provide networking, personal growth and professional development opportunities in targeted areas. We have senior leaders in the company that function as executive sponsors of our ERGs to advance and champion the company's efforts to leverage our varied perspectives, backgrounds and experiences to make a positive impact and promote unity within Metallus and our communities.

In 2024, the Company became a member of GSCC, and the Company intends to submit a science-based target aligned with the GSCC's Steel Climate Standard for validation by an accredited third-party organization, which may result in refreshed environmental goals. 7 Table of Contents The Company’s 2030 targets are supported by projects across the Company's manufacturing, supply chain and corporate operations and, in 2021, the indefinite idling of the Company’s Harrison melt and casting assets contributed to the reduction in greenhouse gas emissions.

In 2024, the company became a member of GSCC, and the company intends in 2026 to submit a science-based target aligned with the GSCC's Steel Climate Standard for validation by an accredited third-party organization, which may result in refreshed environmental goals.

In the spinoff, Timken transferred to us all of the assets and generally all of the liabilities related to Timken’s steel business. On February 26, 2024, the Company changed its name to Metallus Inc. We manufacture alloy steel, as well as carbon and micro-alloy steel, using electric arc furnace ("EAF") technology.

In the spinoff, Timken transferred to us all of the assets and generally all of the liabilities related to Timken’s steel business. 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.

In 2024, we continued and expanded upon many of the learning and development programs introduced since 2022 and aimed at developing leadership and other professional skills and capabilities. In 2024, we also continued to build our pipeline of skilled trades talent by expanding and improving our apprentice program.

We invest significant resources to develop talent with the right capabilities to deliver the growth and innovation needed to support our business strategy. In 2025, we continued and expanded upon many of the learning and development programs introduced since 2022 and aimed at developing leadership and other professional skills and capabilities.

That is why it is a core component of our strategy to invest in talent and leadership development at all levels of the company. We invest significant resources to develop talent with the right capabilities to deliver the growth and innovation needed to support our business strategy.

Employee training and development At Metallus, we believe that our vision moves us forward and our people drive our success. That is why it is a core component of our strategy to invest in talent and leadership development at all levels of the company.

We offer an educational reimbursement program to assist employees with the cost of obtaining certain undergraduate or graduate degrees. Metallus encourages our employees to constantly learn and grow and has aligned our performance management system to support this focus on continuous learning and development. Belonging and inclusion At Metallus, we believe our people are our strongest assets.

Metallus encourages our employees to constantly learn and grow and has aligned our performance management system to support this focus on continuous learning and development. Commitment to Human Rights At Metallus, we are committed to the protection and advancement of human rights.

These surveys help to ensure we are continuously listening to our employees and measuring our progress. We regularly communicate with our employees regarding survey results and actions being taken in response. We diligently track our employee retention and management regularly evaluates our employees’ retention risk.

In 2025, we conducted semi-annual surveys to gather insight into the level of employee engagement at Metallus and other factors that contribute to a successful workplace. These surveys help to ensure we are continuously listening to our employees and measuring our progress. We regularly communicate with our employees regarding survey results and actions being taken in response.

Over the past few years, we introduced new safety training focused on the core elements of improving the safety culture and performance while helping to understand the direct impact human factors have on all of us.

Over the past few years, we introduced new safety training focused on the core elements of improving the safety culture and performance, including an understanding of the human factors which positively influence safety, performance and reliability outcomes; hand safety practices; and training to prevent serious injuries or fatalities.

Our portfolio includes special bar quality (“SBQ”) bars, seamless mechanical tubing (“tubes”), manufactured components such as precision steel components, and billets. Additionally, we manage raw material recycling programs, which are used internally as a feeder system for our melt operations and allow us to sell scrap not used in our operations to third parties.

Additionally, we manage raw material recycling programs, which are used internally as a feeder system for our melt operations and allow us to sell scrap not used in our operations to third parties. Our products and solutions are used in a diverse range of demanding applications in the following end-markets: industrial; automotive; aerospace & defense; and energy.

For 2024, we ended the year with an overall voluntary turnover rate of approximately 6 percent, comprised of approximately 4 percent for salaried and approximately 8 percent for hourly employees. This compares to an overall voluntary turnover rate of approximately 9 percent in 9 Table of Contents 2023 and 16 percent in 2022.

This compares to an overall voluntary turnover rate of approximately 6 percent in 2024 and 9 percent in 2023. The higher voluntary turnover rate in 2025 was primarily driven by a higher rate of retirements among hourly employees than in recent years, while salaried turnover was in line with the company's historical experience.

We believe a continuous focus on company culture and employee engagement will help us provide high quality products to our customers. In 2024, we conducted semi-annual surveys to gather insight into the level of employee engagement at Metallus and other factors that contribute to a successful workplace.

We foster a culture that lends a variety of perspectives, backgrounds 9 Table of Contents and expertise to our operations and believe a continuous focus on company culture and employee engagement will help us provide high quality products to our customers. We are committed to providing equal opportunities for growth to all employees.

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Our products and solutions are used in a diverse range of demanding applications in the following end-markets: industrial; automotive; aerospace & defense; and energy. SBQ steel is made to restrictive chemical compositions and high internal purity levels and is used in critical mechanical applications.

Added

In 2025, we maintained our unwavering focus on safety, with initiatives like zero incident planning, crew safety meetings, and our StandUP for Safety program actively involving more than 1,000 employees and enhancing both hazard awareness and safe work practices.

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In 2024, we built on this foundation with additional training regarding human factors which positively influence safety, performance and reliability outcomes; hand safety practices; and training to prevent serious injuries or fatalities.

Added

We had zero serious injuries in 2025 and received industry recognition for our commitment to safety, earning the Safety Culture Improvement Award from the Metals Service Center Institute. We also continued to invest in company-wide safety training, equipment and improved safety processes throughout the year.

Removed

We invested approximately $8 million in 2024 in company-wide safety training, equipment and improved safety processes in an effort to ensure we are creating a lasting culture of safety. We expect to invest approximately $5 million in 2025 to further expand these efforts.

Added

We diligently track our employee retention and management regularly evaluates our employees' retention risk. For 2025, we ended the year with an overall voluntary turnover rate of approximately 10 percent, comprised of approximately 6 percent for salaried and approximately 13 percent for hourly employees.

Removed

The voluntary turnover rate in 2024 was significantly improved as compared to recent years and more in line with the Company's historical experience. Employee training and development At Metallus, we believe that our vision moves us forward and our people drive our success.

Added

In 2025, our ERGs continued their programming and employee engagement with the support of our ERG executive sponsors. All employees are welcome and encouraged to join any ERG that may be of interest to them.

Removed

Creating an atmosphere that provides a sense of belonging and inclusion is fundamental to our strategic imperative to attract and retain top talent and provide equal opportunities for growth to all employees. We foster a culture that lends a variety of perspectives and expertise to our operations.

Added

In 2025, we also continued to build our pipeline of skilled trades talent by expanding and improving our co-op and apprentice programs. We offer an educational reimbursement program to assist employees with the cost of obtaining certain undergraduate or graduate degrees.

Removed

In 2024, our ERGs continued to expand their programming and employee engagement with the support of the advisory council. Metallus is also proudly involved in several organizations that promote and foster belonging and inclusion in our community and industry. Commitment to Human Rights At Metallus, we are committed to the protection and advancement of human rights.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

26 edited+15 added−20 removed87 unchanged

2024 filing

2025 filing

Biggest changeHowever, these provisions apply even if the offer may be considered beneficial by some shareholders and could delay, defer or prevent an acquisition that our Board of Directors determines is not in the best interests of our Company and our shareholders, which under certain circumstances could reduce the market price of our common shares. 17 Table of Contents General Risk Factors Weakness in global economic conditions or in any of the industries or geographic regions in which we or our customers operate, as well as the cyclical nature of our customers’ businesses generally or sustained uncertainty in financial markets, could adversely impact our revenues and profitability by reducing demand and margins.

If our internal controls are found to be ineffective, our financial results or our stock price may be adversely affected. Our most recent evaluation resulted in our conclusion that, as of December 31, 2024, our internal control over financial reporting was effective. We believe that we currently have adequate internal control procedures in place for future periods.

If our internal controls are found to be ineffective, our financial results or our stock price may be adversely affected. Our most recent evaluation resulted in our conclusion that, as of December 31, 2025, our internal control over financial reporting was effective. We believe that we currently have adequate internal control procedures in place for future periods.

We are also subject to Section 1701.831 of the Ohio Revised Code, which requires the prior authorization of the shareholders of certain corporations in order for any person to acquire, either directly or indirectly, shares of that corporation that would entitle the 17 Table of Contents acquiring person to exercise or direct the exercise of 20% or more of the voting power of that corporation in the election of directors or to exceed specified other percentages of voting power.

We are also subject to Section 1701.831 of the Ohio Revised Code, which requires the prior authorization of the shareholders of certain corporations in order for any person to acquire, either directly or indirectly, shares of that corporation that would entitle the acquiring person to exercise or direct the exercise of 20% or more of the voting power of that corporation in the election of directors or to exceed specified other percentages of voting power.

In 2024, we established an AI council comprised of a cross-functional group of employees 18 Table of Contents with an objective to deliver value by providing education regarding the uses, benefits and risks of AI and similar technologies in our business, establishing a governance framework and principles for our use of AI, and enabling deliberate experimentation with new technologies employing AI.

In 2024, we established an AI council comprised of a cross-functional group of employees with an objective to deliver value by providing education regarding the uses, benefits and risks of AI and similar technologies in our business, establishing a governance framework and principles for our use of AI, and enabling deliberate experimentation with new technologies employing AI.

As a result, we may be unable to shift manufacturing capabilities to 13 Table of Contents alternate locations, accept materials from suppliers, meet customer shipment deadlines or address other significant issues, any of which could have a material adverse effect on our business, financial condition or results of operations.

As a result, we may be unable to shift manufacturing capabilities to alternate locations, accept materials from suppliers, meet customer shipment deadlines or address other significant issues, any of which could have a material adverse effect on our business, financial condition or results of operations.

See “Note 12 - Retirement and Postretirement Plans” in the Notes to the Consolidated Financial Statements for a discussion of assumptions and further information associated with these benefit plans.

See “Note 13 - Retirement and Postretirement Plans” in the Notes to the Consolidated Financial Statements for a discussion of assumptions and further information associated with these benefit plans.

Changes in business or economic conditions, or our business strategy, may result in actions that require us to incur restructuring and impairment charges in the future, which could have a material adverse effect on our earnings. We may not be able to execute successfully on our strategic imperatives or achieve the intended results.

Changes in business or economic conditions, or our business strategy, may result in actions that require us to incur restructuring and impairment charges in the future, which could have a material adverse effect on our earnings. 14 Table of Contents We may not be able to execute successfully on our strategic imperatives or achieve the intended results.

We are subject to the risk of 12 Table of Contents substantial liability and limitations on our operations due to such laws and regulations.

We are subject to the risk of substantial liability and limitations on our operations due to such laws and regulations.

However, if our internal control over financial reporting is found to be ineffective, investors may lose confidence in the reliability of our financial statements, which may adversely affect our stock price.

In addition, to the extent we have quoted prices to customers and accepted customer orders or entered into agreements for products prior to purchasing necessary raw materials, we may be unable to raise the price of products to cover all or part of the increased cost of the raw materials. 11 Table of Contents The cost and availability of electricity and natural gas are also subject to volatile market conditions.

Our future success will depend on our ability to attract and retain highly skilled personnel and senior management professionals. Competition for employees is intense, and we could experience difficulty from time to time in hiring and retaining the personnel necessary to support our business. Additionally, costs to attract and retain employees may be increased given the competitive labor market.

Our future 18 Table of Contents success will depend on our ability to attract and retain highly skilled personnel and senior management professionals. Competition for employees is intense, and we could experience difficulty from time to time in hiring and retaining the personnel necessary to support our business.

The terms of one or more classes or series of preferred shares could dilute the voting power or reduce the value of our common shares. For example, we could grant holders of preferred shares the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions.

For example, we could grant holders of preferred shares the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions.

Our business is affected, to varying degrees, by technological change and corresponding shifts in customer demand, which could result in unpredictable product transitions or shortened life cycles.

Customers continue to demand stronger and lighter products, among other adaptations to traditional products. Our business is affected, to varying 12 Table of Contents degrees, by technological change and corresponding shifts in customer demand, which could result in unpredictable product transitions or shortened life cycles.

Risks Related to Our Debt Deterioration in our asset borrowing base could adversely affect our financial health and restrict our ability to borrow necessary cash to support the needs of our business and fulfill our pension obligations. As of December 31, 2024, we had outstanding debt of $5.4 million and our total liquidity was $458.6 million.

Expectations relating to environmental, social and governance (“ESG”) matters and/or our reporting of such matters could expose us to potential liabilities, increased costs, reputational harm and other negative impacts on our business.

Disparate expectations relating to sustainability matters and reporting could expose us to increased costs, reputational harm and other negative impacts on our business.

Steel producers like us consume large amounts of energy. We rely on third parties for the supply of energy resources we consume in our steelmaking activities.

The cost and availability of electricity and natural gas are also subject to volatile market conditions. Steel producers like us consume large amounts of energy. We rely on third parties for the supply of energy resources we consume in our steelmaking activities.

If we do not succeed in retaining our current employees and attracting new high-quality employees, our business could be materially adversely affected. We are subject to a wide variety of domestic and foreign laws and regulations that could adversely affect our results of operations, cash flow or financial condition.

We are subject to a wide variety of domestic and foreign laws and regulations that could adversely affect our results of operations, cash flow or financial condition.

We may also be prevented from taking advantage of business opportunities that arise because of the limitations imposed on us by the restrictive covenants under our indebtedness.

We may also be prevented from taking advantage of business opportunities that arise because of the limitations imposed on us by the restrictive covenants under our indebtedness. Refer to “Note 12 - Financing Arrangements” in the Notes to the Consolidated Financial Statements for more detail on the Amended Credit Agreement.

A work stoppage at one or more of our facilities could have a material adverse effect on our business, financial condition and results of operations. As of December 31, 2024, approximately 60% of our employees were covered under a collective bargaining agreement that expires in September 2025.

Work stoppages or similar difficulties could significantly disrupt our operations, reduce our revenues and materially affect our earnings. A work stoppage at one or more of our facilities could have a material adverse effect on our business, financial condition and results of operations. Approximately 70% of our employees are covered under a collective bargaining agreement that expires September 30, 2029.

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. 15 Table of Contents A breach of any of our covenants in the agreements governing our indebtedness could result in a default, which could allow the lenders to declare all amounts outstanding under the applicable debt immediately due and payable and which may affect the market price of our common shares.

Restrictive covenants in the agreements governing our indebtedness may restrict our ability to operate our business, which may affect the market price of our common shares.

As of December 31, 2025, the company had no outstanding debt and total liquidity of $389.2 million. Restrictive covenants in the agreements governing our indebtedness may restrict our ability to operate our business, which may affect the market price of our common shares.

Additionally, any costs related to the reduction of greenhouse gas emissions may be higher than we anticipated. Product liability, warranty and product quality claims could adversely affect our operating results. We produce high-performance carbon and alloy steel, sold as bars, tubes and billets in a variety of chemistries, lengths and finishes designed for our customers’ demanding applications.

We produce high-performance carbon and alloy steel, sold as bars, tubes and billets in a variety of chemistries, lengths and finishes designed for our customers’ demanding applications. Failure of the materials that are included in our customers’ applications could give rise to product liability or warranty claims.

New technologies in the steel industry may: (a) improve cost competitiveness; (b) increase production capabilities; or (c) improve operational efficiency compared to our current production methods.

Additionally, we may not be successful in meeting these technological challenges and there may be increased liability exposure connected with the supply of additional products and services. New technologies in the steel industry may: (a) improve cost competitiveness; (b) increase production capabilities; or (c) improve operational efficiency compared to our current production methods.

Failure of the materials that are included in our customers’ applications could give rise to product liability or warranty claims. If we fail to meet a customer’s specifications for its products, we may be subject to product quality costs and claims.

If we fail to meet a customer’s specifications for its products, we may be subject to product quality costs and claims. A successful warranty or product liability claim against us could have a material adverse effect on our business, financial condition and results of operations.

These factors may cause the market price of our common shares to decline, regardless of our financial condition, results of operations, business or prospects. 16 Table of Contents Conversion of the Convertible Notes may dilute ownership interest of our shareholders or may otherwise depress the market price of our common shares.

Many of the factors listed above are beyond our control. These factors may cause the market price of our common shares to decline, regardless of our financial condition, results of operations, business or prospects. We may issue preferred shares with terms that could dilute the voting power or reduce the value of our common shares.

We may not be successful in meeting these technological challenges and there may be increased liability exposure connected with the supply of additional products and services. Any change in the operation of our raw material surcharge mechanisms, a raw material market index or the availability or cost of raw materials could materially affect our revenues, earnings, and cash flows.

For the year ended December 31, 2025, sales to our 10 largest customers accounted for approximately 50% of our net sales. 11 Table of Contents Any change in the operation of our raw material surcharge mechanisms, a raw material market index or the availability or cost of raw materials could materially affect our revenues, earnings, and cash flows.

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Over the past several years, the United States government has implemented tariffs, duties, and quotas for certain steel products imported from a number of countries into the United States. Most recently, in February 2025, the Trump Administration implemented new tariffs and expanded existing tariffs under Section 232 of the Trade Expansion Act.

Added

Changes in trade policy and tariff regimes (including Section 232 steel/aluminum tariffs and emergency tariff actions) may increase our costs, affect customer demand, disrupt supply chains, or alter competitive dynamics.

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As these tariffs, duties, and quotas expire or are further relaxed or repealed, it could result in substantial imports of foreign steel and create downward pressure on United States steel prices and the overall industry. This could have a material adverse effect on our operations and financial condition. We are dependent on our key customers.

Added

Since 2018, U.S. authorities have imposed tariffs on steel and aluminum and, beginning in 2025, expanded these measures to include hundreds of downstream “derivative” products and terminated country-specific exemptions and general approved exclusions.

Removed

For the year ended December 31, 2024, sales to our 10 largest customers accounted for approximately 50% of our net sales. Additionally, customers continue to demand stronger and lighter products, among other adaptations to traditional products.

Added

Current rules assess Section 232 duties on the steel or aluminum content of covered derivatives (including certain products classified outside Chapters 73 and 76 of the HTSUS), and may apply separate tariffs to the non‑metal content under other regimes, such as “reciprocal” tariffs.

Removed

A successful warranty or product liability claim against us could have a material adverse effect on our business, financial condition and results of operations. Work stoppages or similar difficulties could significantly disrupt our operations, reduce our revenues and materially affect our earnings.

Added

These frameworks also introduce “inclusions” cycles that may add new derivative products to tariff coverage multiple times per year.

Removed

There is an increasing focus from investors, customers, employees, and other stakeholders concerning sustainability and ESG matters, and a number of investors and customers are requiring companies to disclose sustainability and ESG policies, practices and metrics. Our customers may require us to implement sustainability and ESG responsibility procedures or standards before they continue to do business with us.

Added

As a result, (i) our own procured inputs (including alloys and semi‑finished goods) and customer assemblies that incorporate our products can face higher and more variable landed costs; (ii) pass‑through and surcharge mechanisms may lag or prove insufficient; (iii) customer demand may shift toward lower‑tariff alternatives, reshoring (benefiting domestic supply, such as Metallus), or substitution; and (iv) compliance risks (e.g., content valuation, certificate requirements, “melted and poured” rules) may increase.

Removed

In addition, some investors use ESG criteria to guide their investment strategies, and may not invest in us, or divest their holdings of us, if they believe our policies relating to ESG matters are inadequate or, on the other hand, have a negative response to such policies as a result of anti-ESG sentiment.

Added

Further, emergency tariff actions (e.g., “reciprocal” tariffs) and related executive orders have been subject to ongoing modification and legal challenge.

Removed

Additionally, we may face reputational challenges in the event that our sustainability and ESG policies, practices and metrics do not meet the standards set by certain constituencies, which are often inconsistent in approach. Furthermore, standards for tracking and reporting on sustainability and ESG matters have not been harmonized and continue to evolve.

Added

Adverse court rulings or future executive/legislative actions could invalidate, alter, or replace existing tariffs; while such changes might reduce certain cost pressures, they could also reintroduce import surges or change refund/processing obligations for our customers and supply base, which could affect pricing, margins, and working capital.

Removed

Our processes and controls for reporting of sustainability and ESG matters may not always comply with evolving and disparate standards for identifying, measuring, and reporting such metrics, our interpretation of reporting standards may differ from those of others, and such standards may change over time, any of which could result in significant revisions to our performance metrics, goals or reported progress in achieving such goals.

Added

Tariff changes, retaliatory measures by trading partners, and derivative “inclusion” determinations are largely outside our control and can occur with limited notice. If we are unable to timely adjust pricing, secure alternative supply, optimize contracting (including surcharge/index structures), or manage compliance, our business, financial condition, results of operations, and cash flows could be materially adversely affected.

Removed

There can be 14 Table of Contents no assurance of the extent to which any of our ESG targets and goals will be achieved, if at all; we could fail, or be perceived to fail, in our achievement of any such initiatives, targets or goals, or we could fail in fully and accurately reporting our progress on any such initiatives, targets and goals.

Added

Additionally, any costs related to the reduction of greenhouse gas emissions may be higher than we anticipated. 13 Table of Contents Product liability, warranty and product quality claims could adversely affect our operating results.

Removed

Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international ESG laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us and materially adversely affect our business, reputation, results of operations, financial condition and stock price.

Added

Some customers, investors, and other stakeholders continue to evaluate companies based on sustainability practices and disclosures, and may reduce or discontinue their relationships with us, or oppose our initiatives, if our sustainability practices or disclosures are perceived as inadequate, inconsistent or misaligned with their expectations.

Removed

In addition, in recent years anti-ESG sentiment has gained momentum across the U.S., with several states and Congress having proposed or enacted anti-ESG policies, legislation, or initiatives or issued related legal opinions, and the President having recently issued an executive order opposing diversity, equity and inclusion initiatives in the private sector.

Added

Sustainability reporting standards and regulations remain fragmented and continue to evolve, requiring significant judgment and potentially substantial monitoring and compliance costs. Changes in standards or interpretations could result in revisions to previously reported metrics or expose us to claims regarding the accuracy or completeness of our disclosures.

Removed

Such policies, legislation, initiatives, legal opinions and related scrutiny could result in additional compliance obligations and/or legal and regulatory proceedings against us and could materially adversely affect our business, reputation, results of operations, financial condition and stock price.

Added

In addition, our sustainability goals and initiatives are subject to inherent operational, regulatory and economic uncertainties. Failure to achieve publicly stated goals or comply with applicable sustainability‑related laws could result in reputational harm, regulatory or legal actions and adverse impacts on our business, financial condition and stock price.

Removed

A breach of any of our covenants in the agreements governing our indebtedness could result in a default, which could allow the lenders to declare all amounts outstanding under the applicable debt immediately due and payable and which may affect the market price of our common shares.

Added

Sustainability matters have also become increasingly politicized in the United States, and shifting federal or state policies, legislation or legal challenges supporting or opposing sustainability‑related initiatives may create additional compliance burdens, restrict certain activities or increase litigation risk.

Removed

Refer to “Note 11 - Financing Arrangements” in the Notes to the Consolidated Financial Statements for more detail on the Amended Credit Agreement. 15 Table of Contents The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.

Added

The terms of one or more classes or series of preferred shares could dilute the voting power or reduce the value of our 16 Table of Contents common shares.

Removed

In the event the conditional conversion feature of the Convertible Notes (refer to “Note 11 - Financing Arrangements” in the Notes to the Consolidated Financial Statements) is triggered, holders of Convertible Notes will be entitled to convert the Convertible Notes at any time during specified periods at their option.

Added

Additionally, costs to attract and retain employees may be increased given the competitive labor market. If we do not succeed in retaining our current employees and attracting new high-quality employees, our business could be materially adversely affected.

Removed

If one or more holders elect to convert their Convertible Notes, unless we elect to satisfy our conversion obligation by delivering solely our common shares (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity.

Removed

Many of the factors listed above are beyond our control.

Removed

The conversion of some or all of the Convertible Notes may dilute the ownership interest of our shareholders. On conversion of the Convertible Notes, we have the option to pay or deliver, as the case may be, cash, common shares, or a combination of cash and common shares.

Removed

If we elect to settle our conversion obligation in common shares or a combination of cash and common shares, this could adversely affect prevailing market prices over our common shares. We may issue preferred shares with terms that could dilute the voting power or reduce the value of our common shares.

Removed

General Risk Factors Weakness in global economic conditions or in any of the industries or geographic regions in which we or our customers operate, as well as the cyclical nature of our customers’ businesses generally or sustained uncertainty in financial markets, could adversely impact our revenues and profitability by reducing demand and margins.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

11 edited+5 added−0 removed4 unchanged

2024 filing

2025 filing

Biggest changeThe Board of Directors has oversight responsibility for our data security practices and we believe the Board of Directors has the requisite skills and awareness into the design and operation of our data security practices to fulfill this responsibility effectively. 20 Table of Contents As of the date of this report, we are not aware of any material risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations or financial condition.

Biggest changeAs of the date of this report, we are not aware of any material risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations or financial condition.

The exercise covers response procedures for prevalent cybersecurity incidents including but not limited to phishing, third-party breaches, and a standard incident response process. The documentation helps leaders make appropriate, pre-planned decisions. To assist, appendices detailing generalized incident response checklists and workflows from the Cybersecurity & Infrastructure Security Agency ("CISA") and the NIST are referenced and used as a framework.

The exercise covers response procedures for prevalent cybersecurity incidents including but not limited to phishing, third-party breaches, and a standard incident response process. The documentation helps leaders make appropriate, pre-planned decisions. To assist, appendices detailing generalized incident response checklists and workflows from the Cybersecurity & Infrastructure Security Agency and the NIST are referenced and used as a framework.

We have established an AI council comprised of a cross-functional group of employees with an objective to deliver value by providing education regarding the uses, benefits and risks of AI and similar technologies in our business, establishing and monitoring a governance framework and principles for our use of AI, and enabling deliberate experimentation with new technologies employing AI.

At this time, our use of AI is focused primarily on data analytics and improving product quality and asset reliability. In light of the pervasive and increasing threat from cyberattacks, the Board of Directors, with input from management, assesses the measures implemented by us to mitigate and prevent cyberattacks.

At this time, our use of AI is focused primarily on back-office assistance, data analytics and improving product quality and asset reliability. In light of the pervasive and increasing threat from cyberattacks, the Board of Directors, with input from management, assesses the measures implemented by us to mitigate and prevent cyberattacks.

See “Risk Factors – General Risk Factors” for additional information about the risks to our business associated with a breach or compromise to our information security systems. 21 Table of Contents

The plan and playbook are structured to align with the National Institute of Standards and Technology (“NIST”) Cybersecurity framework practices. The plan and playbook are reviewed at least annually. In addition, we maintain insurance that includes cybersecurity coverage.

The plan and playbook are structured to align with the National Institute of Standards and Technology (“NIST”) Cybersecurity framework practices. The plan and playbook are reviewed at least annually by internal and external resources. In addition, we maintain insurance that includes cybersecurity coverage.

The Company’s Information Technology (“IT”) leadership team consults with and provides regular updates to the Board of Directors, as well as our chief executive officer and other members of our senior management team, as appropriate, on technology and cybersecurity matters, the status of projects to strengthen our information security systems, assessments of the information security program, timely reports regarding any cybersecurity incident that meets established reporting thresholds, and emerging threat landscape.

The Company’s information technology leadership team consults with and provides regular updates to the Board of Directors, as well as members of our executive leadership team, as appropriate, on technology and cybersecurity matters, the status of projects to strengthen our information security systems, assessments of the information security program, timely reports regarding any cybersecurity incident that meets established reporting thresholds, and the emerging threat landscape.

Cybersecurity is an important part of our Enterprise Risk Management (“ERM”) program, and the Company seeks to address cybersecurity risks through a comprehensive, cross-functional approach. The Company’s cybersecurity policies, standards, processes, and practices for assessing, identifying and managing material risks from cybersecurity threats and responding to cybersecurity incidents are fully integrated into the Company’s ERM program.

Cybersecurity is an important part of our ERM program, and the Company seeks to address cybersecurity risks through a 19 Table of Contents comprehensive, cross-functional approach. The Company’s cybersecurity policies, standards, processes, and practices for assessing, identifying and managing material risks from cybersecurity threats and responding to cybersecurity incidents are fully integrated into the Company’s ERM program.

Our program is evaluated by internal and external experts with the results of those reviews reported to senior management and the Board of Directors , at least semi-annually.

The information technology leadership team also consults regularly with the Board of Director’s cybersecurity expert in between meetings. Our program is evaluated by internal and external experts with the results of those reviews reported to senior management and the Board of Directors at least semi-annually.

Lastly, the response plans contain instructions on collecting and incorporating lessons learned after a successful identification and remediation of a security event. The information security team also works in partnership with the Company's internal audit team to review information technology-related internal controls with our external auditor as part of our overall internal controls process.

The information security team also works in partnership with the Company's internal audit team to review and test the operating effectiveness of our information technology-related internal controls with our external auditor as part of our overall internal controls process.

In addition, the Company has an IT governance committee, which is comprised of the chief executive officer, IT and other officers of the Company. The IT governance committee meets quarterly, and as necessary, to discuss the cybersecurity program and other relevant topics. The IT team also consults regularly with the Board of Director’s cybersecurity expert in between meetings.

In addition, the Company has an information technology governance committee, which is comprised of members of our executive leadership team and the information technology leadership team. T he information technology governance committee meets at least quarterly and as necessary to discuss the cybersecurity program and other relevant topics.

Added

In April 2025, we obtained ISO 27001 certification, an internationally recognized standard for information security. This certification allows us to maintain an information security management system that best protects the confidentiality, integrity and availability of our information.

Added

Lastly, the response plans contain instructions on collecting and incorporating lessons learned after a successful identification and remediation of a security event.

Added

In an effort to enhance the skills and capabilities of the Board of Directors and improve the Board's oversight of cybersecurity risks, in 2022 the Board appointed Mary Ellen Baker as a director. Ms.

Added

Baker brings to the Board additional technology and cybersecurity expertise, with extensive experience in governance and risk oversight related to technology, cybersecurity and control environment assurance, as well as large-scale technology, operations, cybersecurity and enterprise data initiatives.

Added

The Board of Directors has oversight responsibility for our data security practices and we believe the Board has the requisite skills and awareness into the design and operation of our data security practices to fulfill this responsibility effectively.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed2 unchanged

2024 filing

2025 filing

Biggest changeOur melt capacity utilization was 60%, 70% and 63% for the years ended December 31, 2024, 2023 and 2022, respectively.

Biggest changeOur melt capacity utilization was 69%, 60% and 70% for the years ended December 31, 2025, 2024 and 2023, respectively.

In addition to these owned manufacturing facilities, we lease a distribution facility in Mexico. The aggregate floor area of these facilities is 3.6 million square feet, of which approximately twelve thousand square feet is leased and the rest is owned. The buildings occupied by us are principally made of brick, steel, reinforced concrete and concrete block construction.

In addition to these owned manufacturing facilities, we lease a distribution facility in Mexico. The aggregate floor area of these facilities is 3.7 million square feet, of which approximately twelve thousand square feet is leased and the rest is owned. The buildings occupied by us are principally made of brick, steel, reinforced concrete and concrete block construction.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

11 edited+2 added−1 removed3 unchanged

2024 filing

2025 filing

Biggest changeWilliams earned his bachelor of science degree in information science from the University of Pittsburgh. Kristopher R. Westbrooks is Executive Vice President and Chief Financial Officer, a position he has held since September 2018. Previously, Mr. Westbrooks served from April 2015 until August 2018 as Vice President, Corporate Controller and Chief Accounting Officer at A.

Biggest changeWilliams earned his bachelor of science degree in information science from the University of Pittsburgh. Kristopher R. Westbrooks is President and Chief Operating Officer, a position he has held since June 2025. Prior to assuming his current role, he had served as executive vice president and chief financial officer since initially joining the Company in September 2018. Previously, Mr.

Raketich is Executive Vice President and Chief Commercial Officer, a position he has held since May 2022. Prior to assuming his current role, Mr. Raketich served as Executive Vice President, Sales, Marketing, and Business Development since May 2021 and as Executive Vice President, Strategy and Corporate Development from January 2017 until May 2021, in each case for Metallus.

Kevin A. Raketich is Executive Vice President and Chief Commercial Officer, a position he has held since May 2022. Prior to assuming his current role, Mr. Raketich served as Executive Vice President, Sales, Marketing, and Business Development since May 2021 and as Executive Vice President, Strategy and Corporate Development from January 2017 until May 2021, in each case for Metallus.

Williams held a number of leadership roles at US Steel Corporation, a Fortune 500 company and leading integrated steel producer, from 2006 to 2015, including Senior Vice President, North American Flat Rolled and, most recently, Senior Vice President, Strategic Planning and Business Development. Earlier in his career, Mr.

Before that, Mr. Williams held a number of leadership roles at US Steel Corporation, a Fortune 500 company and leading integrated steel producer, from 2006 to 2015, including Senior Vice President, North American Flat Rolled and, most recently, Senior Vice President, Strategic Planning and Business Development. Earlier in his career, Mr.

Syrvalin served as Vice President, Assistant General Counsel and Corporate Secretary for OMNOVA Solutions Inc., a global manufacturer of emulsion polymers, specialty chemicals, and functional and decorative surfaces, from September 2001 until October 2014. She earned her bachelor’s degree from Miami University of Ohio and her juris doctor degree from Case Western Reserve University School of Law. Kevin A.

Previously, Ms. Syrvalin served as Vice President, Assistant General Counsel and Corporate Secretary for OMNOVA Solutions Inc., a global manufacturer of emulsion polymers, specialty chemicals, and functional and decorative surfaces, from September 2001 until October 2014. She earned her bachelor’s degree from Miami University of Ohio and her juris doctor degree from Case Western Reserve University School of Law.

He earned his bachelor's degree in material science engineering from Michigan State University and his master's degree in business administration from Duke University's Fuqua School of Business. 23 Table of Contents P art II.

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. 22 Table of Contents I nformation about our Executive Officers The executive officers of our Company as of February 27, 2025, are as follows: Name Age Current Position Michael S.

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. 21 Table of Contents I nformation about our Executive Officers The executive officers of our Company as of February 20, 2026, are as follows: Name Age Current Position Michael S.

Schulman, Inc., a global supplier of high-performance plastic compounds, composites and powders. From 2011 until his appointment as Chief Accounting Officer in 2015, Mr. Westbrooks held various finance roles of increasing responsibility at A. Schulman, Inc.

Westbrooks served from April 2015 until August 2018 as Vice President, Corporate Controller and Chief Accounting Officer at A. Schulman, Inc., a global supplier of high-performance plastic compounds, composites and powders. From 2011 until his appointment as Chief Accounting Officer in 2015, Mr. Westbrooks held various finance roles of increasing responsibility at A. Schulman, Inc.

Williams served as CEO of Bayou Steel Group, a U.S. producer of structural steel and merchant bar, from May 2019 to September 2019, and as President of Outokumpu Americas for Outokumpu Oyj, a global leader in the stainless steel industry, from 2015 to 2019. Before that, Mr.

Williams is the Chief Executive Officer, a position he has held since January 2021. Previously, Mr. Williams served as CEO of Bayou Steel Group, a U.S. producer of structural steel and merchant bar, from May 2019 to September 2019, and as President of Outokumpu Americas for Outokumpu Oyj, a global leader in the stainless steel industry, from 2015 to 2019.

Prior to assuming her current role, she had served as Executive Vice President, General Counsel and Secretary since January 2021, and as Assistant General Counsel and Vice President - Ethics and Compliance since October 2014, in each case for Metallus. Previously, Ms.

Syrvalin is Executive Vice President, General Counsel and Chief Human Resources Officer, a position she has held since May 2022. Prior to assuming her current role, she had served as Executive Vice President, General Counsel and Secretary since January 2021, and as Assistant General Counsel and Vice President - Ethics and Compliance since October 2014, in each case for Metallus.

Williams 64 President and Chief Executive Officer Kristopher R. Westbrooks 46 Executive Vice President and Chief Financial Officer Kristine C. Syrvalin 56 Executive Vice President, General Counsel and Chief Human Resources Officer Kevin A. Raketich 58 Executive Vice President and Chief Commercial Officer Michael S.

Williams 65 Chief Executive Officer Kristopher R. Westbrooks 47 President and Chief Operating Officer John M. Zaranec 44 Executive Vice President and Chief Financial Officer Kristine C. Syrvalin 57 Executive Vice President, General Counsel and Chief Human Resources Officer Kevin A. Raketich 59 Executive Vice President and Chief Commercial Officer Michael S.

He earned his bachelor of science degree in business and master’s degree in accountancy from Miami University of Ohio and is a certified public accountant. Kristine C. Syrvalin is Executive Vice President, General Counsel and Chief Human Resources Officer, a position she has held since May 2022.

He earned his bachelor of science degree in business and master’s degree in accountancy from Miami University of Ohio. John M. Zaranec is Executive Vice President and Chief Financial Officer, a position he has held since June 2025. Previously, Mr.

Removed

Williams is the President and Chief Executive Officer, a position he has held since January 2021. Previously, Mr.

Added

Zaranec served as Division, Chief Financial Officer - Performance Materials at Materion Corporation, an integrated producer of high-performance advanced engineered materials used in a variety of electrical, electronic, thermal, and structural applications. Before that, he held various other roles at Materion, including chief accounting officer, corporate controller, and head of investor relations. Earlier in his career, Mr.

Added

Zaranec served as Director and Global Head of Accounting and Reporting at The Timken Company. Prior to transitioning into industry, he spent nearly a decade in public accounting. John holds a bachelor’s degree in business and a master’s degree in accountancy from Miami University and is a certified public accountant. Kristine C.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

76 edited+13 added−30 removed65 unchanged

2024 filing

2025 filing

Biggest changeAll surcharges invoiced are included in GAAP net sales. 34 Table of Contents (dollars in millions, ship tons in thousands) 2024 Industrial Automotive Aerospace & Defense Energy Other Total Ship Tons 220.0 250.0 47.0 38.5 — 555.5 Net Sales $ 390.5 $ 452.3 $ 134.9 $ 87.3 $ 19.0 $ 1,084.0 Less: Surcharges 94.1 89.4 16.4 19.7 — 219.6 Base Sales $ 296.4 $ 362.9 $ 118.5 $ 67.6 $ 19.0 $ 864.4 Net Sales / Ton $ 1,775 $ 1,809 $ 2,871 $ 2,268 $ — $ 1,951 Surcharges / Ton $ 428 $ 358 $ 349 $ 512 $ — $ 395 Base Sales / Ton $ 1,347 $ 1,451 $ 2,522 $ 1,756 $ — $ 1,556 2023 Industrial Automotive Aerospace & Defense Energy Other Total Ship Tons 264.6 306.4 45.6 67.2 — 683.8 Net Sales $ 533.3 $ 531.9 $ 115.0 $ 160.4 $ 21.8 $ 1,362.4 Less: Surcharges 147.2 129.4 18.8 44.9 — 340.3 Base Sales $ 386.1 $ 402.5 $ 96.2 $ 115.5 $ 21.8 $ 1,022.1 Net Sales / Ton $ 2,015 $ 1,736 $ 2,522 $ 2,386 $ — $ 1,992 Surcharges / Ton $ 556 $ 422 $ 412 $ 668 $ — $ 498 Base Sales / Ton $ 1,459 $ 1,314 $ 2,110 $ 1,718 $ — $ 1,494 2022 Industrial Automotive Aerospace & Defense Energy Other Total Ship Tons 289.1 313.2 26.7 63.1 — 692.1 Net Sales $ 549.0 $ 539.1 $ 79.7 $ 136.6 $ 25.5 $ 1,329.9 Less: Surcharges 185.4 171.6 15.2 43.1 — 415.3 Base Sales $ 363.6 $ 367.5 $ 64.5 $ 93.5 $ 25.5 $ 914.6 Net Sales / Ton $ 1,899 $ 1,721 $ 2,985 $ 2,165 $ — $ 1,922 Surcharges / Ton $ 641 $ 548 $ 569 $ 683 $ — $ 600 Base Sales / Ton $ 1,258 $ 1,173 $ 2,416 $ 1,482 $ — $ 1,322 35 Table of Contents 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.

Biggest changeAll surcharges invoiced are included in GAAP net sales. 33 Table of Contents (dollars in millions, ship tons in thousands) 2025 Industrial Automotive Aerospace & Defense Energy Other Total Ship Tons 257.8 269.5 55.9 48.5 — 631.7 Net Sales $ 408.1 $ 472.3 $ 161.4 $ 99.4 $ 17.1 $ 1,158.3 Less: Surcharges 107.4 92.4 20.2 23.9 — 243.9 Base Sales $ 300.7 $ 379.9 $ 141.2 $ 75.5 $ 17.1 $ 914.4 Net Sales / Ton $ 1,583 $ 1,753 $ 2,887 $ 2,049 $ — $ 1,834 Surcharges / Ton $ 417 $ 343 $ 361 $ 493 $ — $ 386 Base Sales / Ton $ 1,166 $ 1,410 $ 2,526 $ 1,556 $ — $ 1,448 2024 Industrial Automotive Aerospace & Defense Energy Other Total Ship Tons 220.0 250.0 47.0 38.5 — 555.5 Net Sales $ 390.5 $ 452.3 $ 134.9 $ 87.3 $ 19.0 $ 1,084.0 Less: Surcharges 94.1 89.4 16.4 19.7 — 219.6 Base Sales $ 296.4 $ 362.9 $ 118.5 $ 67.6 $ 19.0 $ 864.4 Net Sales / Ton $ 1,775 $ 1,809 $ 2,871 $ 2,268 $ — $ 1,951 Surcharges / Ton $ 428 $ 358 $ 349 $ 512 $ — $ 395 Base Sales / Ton $ 1,347 $ 1,451 $ 2,522 $ 1,756 $ — $ 1,556 2023 Industrial Automotive Aerospace & Defense Energy Other Total Ship Tons 264.6 306.4 45.6 67.2 — 683.8 Net Sales $ 533.3 $ 531.9 $ 115.0 $ 160.4 $ 21.8 $ 1,362.4 Less: Surcharges 147.2 129.4 18.8 44.9 — 340.3 Base Sales $ 386.1 $ 402.5 $ 96.2 $ 115.5 $ 21.8 $ 1,022.1 Net Sales / Ton $ 2,015 $ 1,736 $ 2,522 $ 2,386 $ — $ 1,992 Surcharges / Ton $ 556 $ 422 $ 412 $ 668 $ — $ 498 Base Sales / Ton $ 1,459 $ 1,314 $ 2,110 $ 1,718 $ — $ 1,494 34 Table of Contents 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.

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.

As of December 31, 2024, taking into account our view of industrial, automotive, aerospace & defense and energy market demand for our products, and our 2025 operating and long-range plan, we believe that our cash balance as of December 31, 2024, projected cash generated from operations, borrowings available under the Amended 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 servicing our debt and pension and postretirement benefit obligations, for at least the next twelve months.

As of December 31, 2025, 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 December 31, 2025, projected cash generated from operations, borrowings available under the Amended 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 servicing our debt and pension and postretirement benefit obligations, for at least the next twelve months.

Loss (Gain) on Sale or Disposal of Assets, net For the year ended December 31, 2024, the Company recorded a loss on sale or disposal of assets, net, of $0.6 million primarily related to the write-offs of aged assets removed from service.

For the year ended December 31, 2024, the Company recorded a loss on sale or disposal of assets, net, of $0.6 million primarily related to the write-offs of aged assets removed from service.

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; • 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.

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; 40 Table of Contents • the impact of global conflicts on the economy, sourcing of raw materials, and commodity prices; • 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.

The provision for income taxes differs from the statutory rate due to the impact of permanent tax differences and state and local taxes . 33 Table of Contents Non-GAAP Financial Measures Net Sales Adjusted to Exclude 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.

The provision for income taxes differs from the statutory rate due to the impact of permanent tax differences and state and local taxes . 32 Table of Contents Non-GAAP Financial Measures Net Sales Adjusted to Exclude 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.

These purchase commitments do not represent our entire anticipated purchases in the future but represent only those items for which we are contractually obligated as of December 31, 2024. The majority of our products and services are purchased as needed, with no advance commitment. We do not have any off-balance sheet arrangements with unconsolidated entities or other persons.

These purchase commitments do not represent our entire anticipated purchases in the future but represent only those items for which we are contractually obligated as of December 31, 2025. The majority of our products and services are purchased as needed, with no advance commitment. We do not have any off-balance sheet arrangements with unconsolidated entities or other persons.

In periods of stable demand for our products, the surcharge mechanism has worked effectively to reduce the normal time lag in passing through higher raw material costs so that we can maintain our gross margins. When demand and cost of raw materials are lower, however, the surcharge impacts sales prices to a lesser extent. 44 Table of Contents

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. The table below provides information concerning our repurchase of common shares for the three months ended December 31, 2024.

The MD&A is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2024.

For additional details regarding the Amended Credit Agreement and the Convertible Notes, please refer to “Note 11 - Financing Arrangements” in the Notes to the Consolidated Financial Statements, and for our discussion regarding risk factors related to our business and our debt, see Risk Factors in this Annual Report on Form 10-K.

For additional details regarding the Amended Credit Agreement and the Convertible Notes, please refer to “Note 12 - Financing Arrangements” in the Notes to the Consolidated Financial Statements, and for our discussion regarding risk factors related to our business and our debt, see Risk Factors in this Annual Report on Form 10-K.

Interest payable associated with our debt will be approximately $1.3 million due in the next twelve months and $1.7 million through maturity. Purchase commitments are defined as agreements to purchase goods or services that are enforceable and legally binding.

Interest payable associated with our debt will be approximately $1.0 million due in the next twelve months and $0.7 million through maturity. Purchase commitments are defined as agreements to purchase goods or services that are enforceable and legally binding.

New Accounting Guidance See “Note 2 - Significant Accounting Policies” in the Notes to the Consolidated Financial Statements. Revenue Recognition Metallus recognizes revenue from contracts at a point in time when it has satisfied its performance obligations and the customer obtains control of the goods, at the amount that reflects the consideration the Company expects to receive for those goods.

New Accounting Guidance See “Note 2 - Significant Accounting Policies” in the Notes to the Consolidated Financial Statements. 37 Table of Contents Revenue Recognition Metallus recognizes revenue from contracts at a point in time when it has satisfied its performance obligations and the customer obtains control of the goods, at the amount that reflects the consideration the Company expects to receive for those goods.

Our Amended Credit Agreement places certain limitations on the payment of cash dividends. Please refer to “Note 11 - Financing Arrangements” in the Notes to the Consolidated Financial Statements and the Results of Operations for additional discussion.

Our Amended Credit Agreement places certain limitations on the payment of cash dividends. Please refer to “Note 12 - Financing Arrangements” in the Notes to the Consolidated Financial Statements and the Results of Operations for additional discussion.

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. 24 Table of Contents Securities Authorized for Issuance Under Equity Compensation Plans: The following table sets forth certain information as of December 31, 2024, regarding the equity compensation plan maintained by us on that date, the Amended and Restated 2020 Equity and Incentive Compensation Plan (the "Amended 2020 Plan"), which amended the previous 2020 Equity and Incentive Compensation Plan (the "Original 2020 Plan"), plus certain awards still outstanding under all plans preceding the Original 2020 Plan.

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. 23 Table of Contents Securities Authorized for Issuance Under Equity Compensation Plans: The following table sets forth certain information as of December 31, 2025, regarding the equity compensation plan maintained by us on that date, the Amended and Restated 2020 Equity and Incentive Compensation Plan (the "Amended 2020 Plan"), which amended the previous 2020 Equity and Incentive Compensation Plan (the "Original 2020 Plan"), plus certain awards still outstanding under all plans preceding the Original 2020 Plan.

Net deferred tax assets relate 40 Table of Contents primarily to net operating losses and pension and other postretirement benefit obligations in the U.S., which we believe are more likely than not to result in future tax benefits. In the ordinary course of our business, there are many transactions and calculations regarding which the ultimate income tax determination is uncertain.

Net deferred tax assets relate primarily to net operating losses and pension and other postretirement benefit obligations in the U.S., which we believe are more likely than not to result in future tax benefits. In the ordinary course of our business, there are many transactions and calculations regarding which the ultimate income tax determination is uncertain.

Refer to “Note 10 – Leases” in the Notes to the Consolidated Financial Statement for additional information on leases. Critical Accounting Policies and Estimates Our financial statements are prepared in accordance with U.S. GAAP.

Refer to “Note 11 – Leases” in the Notes to the Consolidated Financial Statement for additional information on leases. Critical Accounting Policies and Estimates Our financial statements are prepared in accordance with U.S. GAAP.

The change from the prior year is primarily related to the impact of permanent items on a lower pre-tax net income for the year ended December 31, 2024 as compared to December 31, 2023.

The change from the prior year is primarily related to the impact of permanent items on a lower pre-tax net income for the year ended December 31, 2025 as compared to December 31, 2024.

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 39 Table of Contents financial statements and the reported amounts of revenues and expenses during the periods presented. We review our critical accounting policies throughout the year.

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.

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Quarterly Common Stock Prices and Cash Dividends Per Share: Our common shares are traded on the New York Stock Exchange ("NYSE") under the symbol “MTUS.” The estimated number of record holders of our common shares at December 31, 2024 was 2,913.

These benefit obligations were valued using a weighted average discount rate of 5.71% for pension benefit plans and 5.73% for other postretirement benefit plans. The determination of the discount rate is generally based on an index created from a hypothetical bond portfolio consisting of high-quality fixed income securities with durations that match the timing of expected benefit payments.

These benefit obligations were valued using a weighted average discount rate of 5.56% for pension benefit plans and 5.53% for other postretirement benefit plans. The determination of the discount rate is generally based on an index created from a hypothetical bond portfolio consisting of high-quality fixed income securities with durations that match the timing of expected benefit payments.

Inclusion of information in this report is not an indication that the subject or information is material to our business or operating results. 43 Table of Contents I tem 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk Our borrowings include both fixed and variable-rate debt. The variable debt consists principally of borrowings under our Credit Agreement.

Inclusion of information in this report is not an indication that the subject or information is material to our business or operating results. 41 Table of Contents I tem 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk Our borrowings include variable-rate debt. The variable debt consists principally of borrowings under our Credit Agreement.

The table does not include separate information about this plan because it merely provides for the deferral, rather than the issuance, of common shares. 25 Table of Contents Performance Graph: The following graph compares the cumulative total return of our common shares with the cumulative total return of the Standard & Poor’s ("S&P") MidCap 400 Index ("S&P MidCap 400"), S&P 500 Steel Sub-Industry Index ("S&P 500 Steel"), and S&P 1500 Steel Sub-Industry Index ("S&P 1500 Steel"), assuming $100 was invested and that cash dividends were reinvested for the period December 31, 2019 through December 31, 2024.

The table does not include separate information about this plan because it merely provides for the deferral, rather than the issuance, of common shares. 24 Table of Contents Performance Graph: The following graph compares the cumulative total return of our common shares with the cumulative total return of the Standard & Poor’s ("S&P") MidCap 400 Index ("S&P MidCap 400"), S&P 500 Steel Sub-Industry Index ("S&P 500 Steel"), and S&P 1500 Steel Sub-Industry Index ("S&P 1500 Steel"), assuming $100 was invested and that cash dividends were reinvested for the period December 31, 2020 through December 31, 2025.

Refer to "Note 13 - Stock-Based Compensation" in the Notes to the Consolidated Financial Statements and the Results of Operations for additional details.

Refer to "Note 14 - Stock-Based Compensation" in the Notes to the Consolidated Financial Statements and the Results of Operations for additional details.

A sensitivity analysis of the projected incremental effect of a 0.25% increase (decrease), holding all other assumptions constant, is as follows: Hypothetical rate increase (decrease) 0.25% (0.25)% Discount rate Net periodic benefit cost (income), prior to annual remeasurement gains or losses $ 0.6 $ (0.6 ) Benefit obligation $ (12.3 ) $ 12.8 Return on plan assets Net periodic benefit cost (income), prior to annual remeasurement gains or losses $ (1.2 ) $ 1.2 In 2025, net periodic pension expense is forecasted to be $7.3 million, while postretirement benefit income is forecasted to be $3.8 million.

A sensitivity analysis of the projected incremental effect of a 0.25% increase (decrease), holding all other assumptions constant, is as follows: Hypothetical rate increase (decrease) 0.25% (0.25)% Discount rate Net periodic benefit cost (income), prior to annual remeasurement gains or losses $ 0.6 $ (0.6 ) Benefit obligation $ (12.1 ) $ 12.5 Return on plan assets Net periodic benefit cost (income), prior to annual remeasurement gains or losses $ (1.2 ) $ 1.2 In 2026, net periodic pension expense is forecasted to be $4.8 million, while postretirement benefit income is forecasted to be $4.2 million.

Refer to “Note 11 - Financing Arrangements” in the Notes to the Consolidated Financial Statements for more information regarding scheduled maturities of our long-term debt. Interest payments include interest on the Convertible Notes, as well as the unused commitment fee of 25 basis points related to the Amended Credit Agreement.

Refer to “Note 12 - Financing Arrangements” in the Notes to the Consolidated Financial Statements for more information regarding scheduled maturities of our long-term debt. Interest payments include interest on the unused commitment fee of 25 basis points related to the Amended Credit Agreement.

In addition to reducing outstanding debt and generating annual interest savings of $0.5 million, the repurchases of convertible notes reduced weighted average diluted shares outstanding for the year ended December 31, 2023 by 0.7 million shares and, on a go-forward basis, reduced diluted shares outstanding by 1.0 million shares.

In addition to reducing outstanding debt and generating annual interest savings of $0.4 million, the repurchases of convertible notes reduced weighted average diluted shares outstanding for the year ended December 31, 2025 by 0.4 million shares and, on a go-forward basis, reduced diluted shares outstanding by 0.7 million shares.

Refer to “Note 11 - Financing Arrangements” in the Notes to the Consolidated Financial Statements for additional information. 31 Table of Contents Other (Income) Expense, net Year Ended December 31, 2024 2023 $ Change Pension and postretirement non-service benefit (income) loss $ (5.7 ) $ (4.6 ) $ (1.1 ) Loss (gain) from remeasurement of benefit plans 10.3 40.6 (30.3 ) Foreign currency exchange loss (gain) 0.4 — 0.4 Insurance recoveries — (31.3 ) 31.3 Sales and use tax refund — (1.4 ) 1.4 Miscellaneous (income) expense — 0.4 (0.4 ) Total other (income) expense, net $ 5.0 $ 3.7 $ 1.3 Year Ended December 31, 2023 2022 $ Change Pension and postretirement non-service benefit (income) loss $ (4.6 ) $ (20.3 ) $ 15.7 Loss (gain) from remeasurement of benefit plans 40.6 (35.4 ) 76.0 Foreign currency exchange loss (gain) — (0.2 ) 0.2 Insurance recoveries (31.3 ) (34.5 ) 3.2 Sales and use tax refund (1.4 ) — (1.4 ) Miscellaneous (income) expense 0.4 (0.2 ) 0.6 Total other (income) expense, net $ 3.7 $ (90.6 ) $ 94.3 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.

Refer to “Note 12 - Financing Arrangements” in the Notes to the Consolidated Financial Statements for additional information. 30 Table of Contents Other (Income) Expense, net Year Ended December 31, 2025 2024 $ Change Pension and postretirement non-service benefit (income) loss $ (5.9 ) $ (5.7 ) $ (0.2 ) Loss (gain) from remeasurement of benefit plans 6.6 10.3 (3.7 ) Foreign currency exchange loss (gain) (0.2 ) 0.4 (0.6 ) Sales and use tax refund (1.1 ) — (1.1 ) Miscellaneous (income) expense (0.3 ) — (0.3 ) Total other (income) expense, net $ (0.9 ) $ 5.0 $ (5.9 ) Year Ended December 31, 2024 2023 $ Change Pension and postretirement non-service benefit (income) loss $ (5.7 ) $ (4.6 ) $ (1.1 ) Loss (gain) from remeasurement of benefit plans 10.3 40.6 (30.3 ) Foreign currency exchange loss (gain) 0.4 — 0.4 Insurance recoveries — (31.3 ) 31.3 Sales and use tax refund — (1.4 ) 1.4 Miscellaneous (income) expense — 0.4 (0.4 ) Total other (income) expense, net $ 5.0 $ 3.7 $ 1.3 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.

I tem 6. Selected Financial Data Intentionally omitted. 26 Table of Contents I tem 7.

I tem 6. Selected Financial Data Intentionally omitted. 25 Table of Contents I tem 7.

Changes in the selected discount rate could have a material impact on our projected benefit obligations and the unfunded status of our pension and other postretirement benefit plans. For the year ended December 31, 2024, net periodic pension expense was $18.4 million and postretirement benefit income was $4.0 million.

Changes in the selected discount rate could have a material impact on our projected benefit obligations and the unfunded status of our pension and other postretirement benefit plans. For the year ended December 31, 2025, net periodic pension expense was $15.5 million and postretirement benefit income was $5.4 million.

Based on the results of the December 31, 2024 pension calculations, the Company estimates required Bargaining Plan contributions of approximately $65.0 million in 2025. Refer to “Note 12 - Retirement and Postretirement Plans” in the Notes to the Consolidated Financial Statements for further information related to the total pension and other postretirement benefit plans and expected benefit payments.

Based on the results of the December 31, 2025 pension calculations, the Company estimates required Bargaining Plan contributions of approximately $27 million in 2026. Refer to “Note 13 - Retirement and Postretirement Plans” in the Notes to the Consolidated Financial Statements for further information related to the total pension and other postretirement benefit plans and expected benefit payments.

This includes: our ability to respond to rapid changes in customer demand including but not limited to 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 the 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 effects of the conditional conversion feature of the Convertible Senior Notes due 2025, which, if triggered, entitles holders to convert the notes at any time during specified periods at their option and therefore could result in potential 42 Table of Contents dilution if the holder elects to convert and the Company elects to satisfy a portion or all of the conversion obligation by delivering common shares instead of cash; • the impacts from any repurchases of our common shares and convertible notes, 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: our ability to respond to rapid changes in customer demand including but not limited to 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 the 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.

Refer to “Note 9 - Property, Plant and Equipment” in the Notes to the Consolidated Financial Statements for additional information. Interest (Income) Expense, net Net interest income for the year ended December 31, 2024 was $9.6 million, compared with net interest income of $7.1 million for the year ended December 31, 2023.

Refer to “Note 10 - Property, Plant and Equipment” in the Notes to the Consolidated Financial Statements for additional information. Interest (Income) Expense, net Net interest income for the year ended December 31, 2025 was $4.9 million, compared with net interest income of $9.6 million for the year ended December 31, 2024.

Additional Liquidity Considerations The following represents a summary of total liquidity available under the Amended Credit Agreement in effect as of December 31, 2024 and 2023: December 31, 2024 2023 Cash and cash equivalents $ 240.7 $ 280.6 Credit Agreement: Maximum availability $ 400.0 $ 400.0 Suppressed availability (1) (176.8 ) (135.8 ) Availability 223.2 264.2 Credit facility amount borrowed — — Letter of credit obligations (5.3 ) (5.4 ) Availability not borrowed 217.9 258.8 Total liquidity $ 458.6 $ 539.4 (1) As of December 31, 2024 and 2023, the Company had less than $400.0 million in collateral assets to borrow against.

Additional Liquidity Considerations The following represents a summary of total liquidity available under the Amended Credit Agreement in effect as of December 31, 2025 and 2024: December 31, 2025 2024 Cash and cash equivalents $ 156.7 $ 240.7 Credit Agreement: Maximum availability $ 400.0 $ 400.0 Suppressed availability (1) (162.2 ) (176.8 ) Availability 237.8 223.2 Credit facility amount borrowed — — Letter of credit obligations (5.3 ) (5.3 ) Availability not borrowed 232.5 217.9 Total liquidity $ 389.2 $ 458.6 (1) As of December 31, 2025 and 2024, the Company had less than $400.0 million in collateral assets to borrow against.

In 2024, net periodic pension expense and other postretirement benefit income were calculated using a variety of assumptions, including a weighted average discount rate of 5.33% and 5.43%, respectively, and a weighted average expected return on plan assets of 7.15% and 5.80%, respectively. The expected return on plan assets is determined based on forward-looking current market pricing.

In 2025, net periodic pension expense and other postretirement benefit income were calculated using a variety of assumptions, including a weighted average discount rate of 5.71% and 5.73%, respectively, and a weighted average expected return on plan assets of 7.62% and 5.90%, respectively. The expected return on plan assets is determined based on forward-looking current market pricing.

Provision for Income Taxes Year Ended December 31, 2024 2023 $ Change Provision (benefit) for income taxes $ 3.3 $ 27.0 $ (23.7 ) Effective tax rate 72.2 % 28.0 % 44.2 % Year Ended December 31, 2023 2022 $ Change Provision (benefit) for income taxes $ 27.0 $ 32.0 $ (5.0 ) Effective tax rate 28.0 % 32.9 % -4.9 % The provision for incomes taxes for the year ended December 31, 2024 was $3.3 million compared to a provision for income taxes of $27.0 million in 2023.

Provision for Income Taxes Year Ended December 31, 2025 2024 $ Change Provision (benefit) for income taxes $ 3.1 $ 3.3 $ (0.2 ) Effective tax rate 163.2 % 72.2 % 91.0 % Year Ended December 31, 2024 2023 $ Change Provision (benefit) for income taxes $ 3.3 $ 27.0 $ (23.7 ) Effective tax rate 72.2 % 28.0 % 44.2 % The provision for incomes taxes for the year ended December 31, 2025 was $3.1 million compared to a provision for income taxes of $3.3 million in 2024.

In the second quarter of 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. The Company remeasured the Salaried Plan upon annuitization on May 15, 2024.

In the second quarter of 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 and the Salaried Plan was annuitized in the second quarter of 2024.

As of December 31, 2024, our undiscounted purchase commitments are approximately $117.1 million due in the next twelve months and $77.4 million due thereafter. Included in purchase commitments are certain obligations related to capital asset commitments, service agreements and energy consumed in our production processes.

As of December 31, 2025, our undiscounted purchase commitments are approximately $75.2 million due in the next twelve months and $62.6 million due thereafter. Included in purchase commitments are certain obligations related to capital asset commitments, service agreements and energy consumed in our production processes.

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 our operations. 2024 Business Highlights The following items represent key trends and events during the year ended December 31, 2024: • Aerospace & Defense end market : Shipments to aerospace & defense customers increased significantly in 2024 driven by strong demand, resulting in an increase in net sales by approximately 17% compared with the year ended December 31, 2023. • Base sales : The Company's products continued to demand solid base sales prices throughout 2024, with average base sales price per ton improving in aerospace & defense, automotive and energy end-markets compared with 2023.

(a) (b) (c) Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) Weighted-average exercise price of outstanding options, warrants and rights (2) Number of securities remaining available for future issuance under equity compensation plans reflected in column (a) (3) Equity compensation plans approved by security holders (4) 3,389,294 $ 11.23 3,324,509 (1) The amount shown in column (a) and covered under an equity compensation plan approved by security holders includes the following: nonqualified stock options - 300,218; performance-based restricted stock units – 1,881,774 (based on potential maximum performance); and time-based restricted stock units – 1,207,302 (all 1,207,302 units are cliff-vested restricted stock).

(a) (b) (c) Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) Weighted-average exercise price of outstanding options, warrants and rights (2) Number of securities remaining available for future issuance under equity compensation plans reflected in column (a) (3) Equity compensation plans approved by security holders (4) 3,916,567 $ 8.88 2,690,573 (1) The amount shown in column (a) and covered under an equity compensation plan approved by security holders includes the following: nonqualified stock options - 243,298; performance-based restricted stock units – 2,179,280 (based on potential maximum performance); and time-based restricted stock units – 1,493,989 (primarily all 1,493,989 units are cliff-vested restricted stock units).

Benefit Plans Metallus recognizes an overfunded status or underfunded status (e.g., the difference between the fair value of plan assets and the benefit obligations) as either an asset or a liability for its defined benefit pension and other postretirement benefit plans on the Consolidated Balance Sheets.

We record interest and penalties related to uncertain tax positions as a component of income tax expense. 38 Table of Contents Benefit Plans Metallus recognizes an overfunded status or underfunded status (e.g., the difference between the fair value of plan assets and the benefit obligations) as either an asset or a liability for its defined benefit pension and other postretirement benefit plans on the Consolidated Balance Sheets.

Year Ended December 31, 2024 2023 2022 Net cash provided (used) by operating activities $ 40.3 $ 125.3 $ 134.5 Net cash provided (used) by investing activities (10.8 ) (49.9 ) (21.7 ) Net cash provided (used) by financing activities (68.9 ) (51.9 ) (114.6 ) Increase (Decrease) in Cash and Cash Equivalents $ (39.4 ) $ 23.5 $ (1.8 ) 38 Table of Contents Operating activities Net cash provided by operating activities for the year ended December 31, 2024 was $40.3 million compared to net cash provided of $125.3 million for the year ended December 31, 2023.

Year Ended December 31, 2025 2024 2023 Net cash provided (used) by operating activities $ 16.0 $ 40.3 $ 125.3 Net cash provided (used) by investing activities (75.2 ) (10.8 ) (49.9 ) Net cash provided (used) by financing activities (25.2 ) (68.9 ) (51.9 ) Increase (Decrease) in Cash and Cash Equivalents $ (84.4 ) $ (39.4 ) $ 23.5 Operating activities Net cash provided by operating activities for the year ended December 31, 2025 was $16.0 million compared to net cash provided of $40.3 million for the year ended December 31, 2024.

For the year ended December 31, 2024, the Company repurchased approximately 2.0 million common shares in the open market at an aggregate cost of $37.6 million, which equates to an average repurchase price of $18.45 per share. As of December 31, 2024, the Company had a balance of $102.8 million remaining under its share repurchase program.

For the year ended December 31, 2025, the Company repurchased approximately 0.9 million common shares in the open market at an aggregate cost of $13.1 million, which equates to an average repurchase price of $14.53 per share. As of December 31, 2025, the Company had a balance of $89.7 million remaining under its share repurchase program.

Cash Flows The following table reflects the major categories of cash flows for the years ended December 31, 2024, 2023, and 2022. For additional details, please refer to the Consolidated Statements of Cash Flows included in Item 8, "Financial Statements and Supplemental Data" of this Annual Report on Form 10-K.

For additional details, please refer to the Consolidated Statements of Cash Flows included in Item 8, "Financial Statements and Supplemental Data" of this Annual Report on Form 10-K.

This estimate is based on a weighted average discount rate of 5.71% for the pension benefit plans and 5.73% for other postretirement benefit plans, as well as a weighted average expected return on assets of 7.62% for the pension benefit 41 Table of Contents plans and 5.90% for the other postretirement benefit plans.

This estimate is based on a weighted average discount rate of 5.56% for the pension benefit plans and 5.53% for other postretirement benefit plans, as well as a weighted average expected return on assets of 7.69% for the pension benefit plans and 6.20% for the other postretirement benefit plans.

(1) Please see discussion of non-GAAP financial measures in Form 10-K – Net Sales Adjusted to Exclude Surcharges 27 Table of Contents • Capital investments : The Company continues to invest organically with $64.3 million of capital investments.

(1) Please see discussion of non-GAAP financial measures in Form 10-K – Net Sales Adjusted to Exclude Surcharges 26 Table of Contents • Capital investments : The Company continues to invest in the business with $109.0 million of capital investments for the year ended December 31, 2025.

Investments included targeted spending for improved safety, equipment automation, and continuous improvement to drive best-in-class quality and asset reliability. • Defense contract : In the twelve months ended December 31, 2024, the Company received $53.5 million from the U.S. government as part of the previously announced $99.75 million funding agreement to support the U.S.

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. • Defense contract : In the year ended December 31, 2025, the Company received $32.1 million from the U.S. government as part of the previously announced $99.75 million funding agreement to support the U.S.

We are regularly under audit by tax authorities. Accruals for uncertain tax positions are provided for in accordance with the requirements of applicable accounting guidance. We record interest and penalties related to uncertain tax positions as a component of income tax expense.

We are regularly under audit by tax authorities. Accruals for uncertain tax positions are provided for in accordance with the requirements of applicable accounting guidance.

Excluding surcharges, net sales decreased $157.7 million or 15.4%. 29 Table of Contents Gross Profit The chart below presents the drivers of the gross profit variance from the year ended December 31, 2023 as compared to the year ended December 31, 2024.

Excluding surcharges, net sales increased $50.0 million or 5.8%. 28 Table of Contents Gross Profit The chart below presents the drivers of the gross profit variance from the year ended December 31, 2024 as compared to the year ended December 31, 2025.

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. 35 Table of Contents 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.

As of December 31, 2024, our projected benefit obligations related to our pension and other postretirement benefit plans were $537.1 million and $80.1 million, respectively, and the underfunded status of our pension and other postretirement benefit obligations were $140.5 million and $30.7 million, respectively.

As of December 31, 2025, our projected benefit obligations related to our pension and other postretirement benefit plans were $534.8 million and $75.6 million, respectively, and the underfunded status of our pension and other postretirement benefit obligations were $91.7 million and $29.7 million, respectively.

Lower cost absorption on decreased production resulted in unfavorable manufacturing costs. Raw material spread was unfavorable due to lower shipments and market prices for scrap and alloys. 30 Table of Contents Selling, General and Administrative Expenses The charts below present selling, general and administrative ("SG&A") expense for the years ended December 31, 2024, 2023 and 2022.

Raw material spread was favorable due to higher scrap prices and increased shipments. 29 Table of Contents Selling, General and Administrative Expenses The charts below present selling, general and administrative ("SG&A") expense for the years ended December 31, 2025, 2024 and 2023.

Actual costs are dependent on various other factors related to participants covered by these plans. Adjustments to our actuarial assumptions could have a material impact on our operating results. Please refer to “Note 12 - Retirement and Postretirement Plans” in the Notes to the Consolidated Financial Statements for further information related to our pension and other postretirement benefit plans.

Actual costs are dependent on various other factors related to participants covered by these plans. Adjustments to our actuarial assumptions could have a material impact on our operating results.

We are exposed to the risk of rising interest rates to the extent we fund our operations with these variable-rate borrowings. As of December 31, 2024, we have $5.5 million of aggregate debt outstanding.

We are exposed to the risk of rising interest rates to the extent we fund our operations with these variable-rate borrowings. As of December 31, 2025, we have no aggregate debt outstanding. Foreign Currency Exchange Rate Risk Fluctuations in the value of the U.S. dollar compared to foreign currencies may impact our earnings.

Gross profit for the year ended December 31, 2024 decreased $88.8 million, or 47.6%, compared with the year ended December 31, 2023. The decrease was driven by lower shipments, higher manufacturing costs and unfavorable raw material spread, partially offset by favorable price/mix. The industrial, automotive and energy end-market sectors were unfavorably impacted by lower shipments.

Gross profit for the year ended December 31, 2025 decreased slightly by $2.6 million, or 2.7%, compared with the year ended December 31, 2024. The decrease was driven by unfavorable price/mix, mostly offset by higher volume and favorable raw material spread. Lower base prices across all end-markets resulted in unfavorable price/mix. All end-market sectors were favorably impacted by higher volume.

In January 2025, the Company contributed an additional $5.3 million to the Bargaining Plan and expects total pension contributions of approximately $65.0 million in 2025. 37 Table of Contents During the first half of 2022, we privately negotiated early repurchases of $25.2 million aggregate principal amount of our Convertible Senior Notes Due 2025.

In January 2026, the Company made an additional $4.8 million contribution to the Bargaining Plan and currently expects total pension contributions of approximately $27 million for 2026. During 2023 and 2024, we privately negotiated early repurchases of $7.5 million and $7.8 million, respectively, of the outstanding aggregate principal amount of our Convertible Senior Notes Due 2025.

Forward-Looking Statements Certain statements set forth in this Annual Report on Form 10-K (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.

Please refer to “Note 13 - Retirement and Postretirement Plans” in the Notes to the Consolidated Financial Statements for further information related to our pension and other postretirement benefit plans. 39 Table of Contents Forward-Looking Statements Certain statements set forth in this Annual Report on Form 10-K (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.

The change was primarily driven by lower profitability and higher pension contributions, partially offset by a decrease in cash from working capital during 2024 compared to 2023. Investing activities Net cash used by investing activities for the year ended December 31, 2024 was $10.8 million compared to net cash used of $49.9 million for the year ended December 31, 2023.

The change was primarily driven by higher working capital to support growing business needs and, an increase in required pension contributions. 36 Table of Contents Investing activities Net cash used by investing activities for the year ended December 31, 2025 was $75.2 million compared to net cash used of $10.8 million for the year ended December 31, 2024.

SG&A expense for the year ended December 31, 2024 increased by $3.1 million, or 3.7%, compared with the year ended December 31, 2023. The increase was primarily due to higher salary and benefits, stock-based compensation and professional services, primarily driven by the ongoing information technology transformation project, partially offset by lower variable compensation.

SG&A expense for the year ended December 31, 2025 increased by $6.3 million, or 7.2%, compared with the year ended December 31, 2024. The increase was primarily due to higher variable compensation, annual merit increases impacting salary and benefits and higher software amortization expense.

Combined, the 2024 common share and convertible note repurchase activity reduced diluted shares outstanding by 3.0 million shares on a go-forward basis. • Liquidity : Our balance sheet has remained strong, with total liquidity of $458.6 million, including cash and cash equivalents of $240.7 million as of December 31, 2024. • Rebranding : On February 26, 2024, the Company changed its name to Metallus Inc.

Combined, the 2025 common share and convertible note repurchase activity reduced diluted shares outstanding by 1.7 million shares on a go-forward basis. • Liquidity : Our balance sheet has remained strong, with total liquidity of $389.2 million, including cash and cash equivalents of $156.7 million as of December 31, 2025. • United Steelworkers (USW) contract: The USW Local 1123 ratified a new four-year labor agreement with Metallus on February 5, 2026.

A net gain of $35.4 million from the remeasurement of all Company pension and postretirement benefit plans was recognized for the year ended December 31, 2022.

As of December 31, 2024, the Company has no remaining liabilities or obligations as it relates to the Salaried Plan. A net loss of $6.6 million from the remeasurement of all Company pension and postretirement benefit plans was recognized for the year ended December 31, 2025.

This resulted in a gain recognized of $1.4 million, net of related professional fees, for the year ended December 31, 2023.

This resulted in a gain recognized of $1.1 million, net of related professional fees, for the year ended December 31, 2025. During 2023, the Company received a commitment from the State of Ohio related to the overpayment of sales and use taxes for the period of January 1, 2020 through March 31, 2023.

In total during 2024, 2023 and 2022, the Company repurchased 6.7 million common shares in the open market at an aggregate cost of $122.2 million .

In total during 2025, 2024 and 2023, the Company repurchased 4.7 million common shares in the open market at an aggregate cost of $83.3 million . Cash Flows The following table reflects the major categories of cash flows for the years ended December 31, 2025, 2024, and 2023.

The Credit Facility remains undrawn at this time. Refer to “Note 11 - Financing Arrangements” in the Notes to the unaudited Consolidated Financial Statements for additional information. Convertible Notes In May 2016, the Company issued $75.0 million aggregate principal amount of Convertible Senior Notes due 2021, plus an additional $11.3 million principal amount to cover over-allotments.

The Credit Facility remains undrawn at this time. Refer to “Note 12 - Financing Arrangements” in the Notes to the unaudited Consolidated Financial Statements for additional information.

(Dollars in millions, except 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 $ 106.3 October, 2024 — $ — — $ 106.3 November, 2024 89,919 $ 15.39 89,919 $ 104.9 December, 2024 137,101 $ 15.58 137,101 $ 102.8 Quarter ended December 31, 2024 227,020 $ 15.51 227,020 $ 102.8 Subsequent to December 31, 2024, the Company repurchased 0.2 million additional common shares in the open market at an aggregate cost of $3.3 million, which equates to an average repurchase price of $14.61 per share.

(Dollars in millions, except 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 $ 90.9 October, 2025 66,774 $ 17.06 66,774 $ 89.8 November, 2025 3,927 $ 17.55 3,927 $ 89.7 December, 2025 — $ — — $ 89.7 Quarter ended December 31, 2025 70,701 $ 17.09 70,701 $ 89.7 (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.

A loss of $1.0 million from the remeasurement of the Salaried Plan was recognized for the three months ended June 30, 2024. The loss was primarily due to investment losses on plan assets of $1.8 million partially offset by a decrease in the liability due to an increase in the discount rate of $0.7 million.

The loss was driven by a $27.8 million increase in pension liability, primarily due to updated census data and a decrease in discount rate, partially offset by $21.2 million of investment gains on plan assets.

In addition, the Company repurchased $7.8 million of its outstanding convertible notes at a cost of $17.2 million.

In addition, the Company settled the remaining $5.5 million aggregate principal amount of its convertible notes at a cost of $9.1 million.

For more details on the aforementioned remeasurements, refer to “Note 12 - Retirement and Postretirement Plans.” During the second half of 2022, the Faircrest melt shop experienced unplanned operational downtime. Metallus recognizes an insurance recovery when it is realized or considered realizable, in accordance with the accounting guidance. The 2022 insurance claims were closed in the first quarter of 2024.

This resulted in a gain recognized of $1.4 million, net of related professional fees, for the year ended December 31, 2023. During the second half of 2022, the Faircrest melt shop experienced unplanned operational downtime. Metallus recognizes an insurance recovery when it is realized or considered realizable, in accordance with the accounting guidance.

Net sales for the year ended December 31, 2024 were $1,084.0 million, a decrease of $278.4 million, or 20.4%, compared with the year ended December 31, 2023. The decrease in net sales was driven by lower shipments and surcharges, partially offset by favorable price/mix. Lower shipments of 128.3 thousand ship tons resulted in a net sales decrease of $191.5 million.

Net sales for the year ended December 31, 2025 were $1,158.3 million, an increase of $74.3 million, or 6.9%, compared with the year ended December 31, 2024. Net sales increased primarily due to higher shipments and surcharges, partially offset by lower base prices. Increased shipments of 76.2 thousand ship tons contributed to a net sales increase of $110.7 million.

In the twelve months ended December 31, 2024, the Company contributed a total of $42.8 million in pension contributions, most of which related to the Bargaining Plan.

We expect capital expenditures to be approximately $70 million in 2026, inclusive of approximately $35 million of capital expenditures partially funded by the U.S. government. In the year ended December 31, 2025, the Company contributed a total of $62.0 million in pension contributions, most of which related to the Bargaining Plan.

The Company is targeting late 2025 for the new bloom reheat furnace to be operational and the first half of 2026 for the new roller furnace to be operational. • Shareholder returns : The Company repurchased approximately 2.0 million common shares at a cost of $37.6 million, or $18.45 per share.

The Company plans to commission and ramp-up production of the new bloom reheat furnace and roller furnace during 2026. Through December 31, 2025, the Company has received $85.6 million of government funding, with total spend of $89.7 million. • Shareholder returns : The Company repurchased approximately 0.9 million common shares at a cost of $13.1 million, or $14.53 per share.

For the year ended December 31, 2022, the loss on sale or disposal of assets, net, of $1.9 million primarily related to the loss recognized on the sale of the remaining land and buildings at the Company's former facility in Houston, Texas, as well as write-offs of aged assets removed from service.

Loss (Gain) on Sale or Disposal of Assets, net For the year ended December 31, 2025, the Company recorded a gain on sale or disposal of assets, net, of $1.3 million primarily related to the sale of land in the first quarter of 2025.

The change was due to proceeds from government funding in 2024 compared to receiving no government funding in 2023, partially offset by higher capital spending in 2024. Financing activities Net cash used by financing activities for the year ended December 31, 2024 was $68.9 million compared to net cash used of $51.9 million for the year ended December 31, 2023.

Financing activities Net cash used by financing activities for the year ended December 31, 2025 was $25.2 million compared to net cash used of $68.9 million for the year ended December 31, 2024. The balance shifted primarily due to lower shares surrendered for taxes, reduced repurchases of common shares, and lower repurchases of Convertible Notes in 2025 compared to 2024.

In the first quarter of 2023, we privately negotiated early repurchases of $7.5 million aggregate principal amount of our Convertible Senior Notes Due 2025.

During the second quarter of 2025, in accordance with the procedures set forth in the Indenture, the Company repaid, in cash, the remaining $5.5 million aggregate principal amount of the Convertible Senior Notes due 2025.

S&P MidCap 400 S&P 500 Steel S&P 1500 Steel December 31, 2019 $ 100.00 $ 100.00 $ 100.00 $ 100.00 December 31, 2020 $ 59.41 $ 111.81 $ 94.51 $ 103.24 December 31, 2021 $ 209.92 $ 137.76 $ 202.83 $ 171.34 December 31, 2022 $ 231.17 $ 117.81 $ 232.03 $ 204.07 December 31, 2023 $ 298.35 $ 134.83 $ 297.85 $ 279.40 December 31, 2024 $ 179.77 $ 151.28 $ 225.53 $ 233.85 This performance graph shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act.

S&P MidCap 400 S&P 500 Steel S&P 1500 Steel December 31, 2020 $ 100.00 $ 100.00 $ 100.00 $ 100.00 December 31, 2021 $ 353.32 $ 123.21 $ 214.61 $ 165.97 December 31, 2022 $ 389.08 $ 105.37 $ 245.51 $ 197.67 December 31, 2023 $ 502.14 $ 120.59 $ 315.15 $ 270.64 December 31, 2024 $ 302.57 $ 135.30 $ 238.63 $ 226.52 December 31, 2025 $ 367.45 $ 143.29 $ 341.29 $ 320.74 This performance graph shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act.

Removed

As of February 17, 2025, the Company has $99.5 million remaining under its authorized share repurchase program. (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.

Added

As a percentage of consolidated net sales, aerospace & defense increased to 14 percent of the total in 2025 compared with 12 percent of the total in 2024 and 8 percent of the total in 2023.

Removed

We believe this change reflects our expertise in high-performance specialty metals and positions us for growth beyond carbon steel. 28 Table of Contents Net Sales The charts below present net sales and shipments for the years ended December 31, 2024, 2023 and 2022.

Added

This contract reflects our shared commitment to safety, innovation, and long‑term competitiveness. It reinforces our strategic priorities and aligns with our disciplined focus on strong cash generation and sustained profitability across all market cycles.

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Top changes in Metallus Inc.'s 2025 10-K

Item 1. Business

Item 1A. Risk Factors

Item 1C. Cybersecurity

Item 2. Properties

Item 3. Legal Proceedings

Item 5. Market for Registrant's Common Equity

Other MTUS 10-K year-over-year comparisons