MTRN 10-Q Quarterly Report Sept. 26, 2025

MATERION CORP

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mtrn-20250926

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 26, 2025

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

For the transition period from to

Commission file number 001-15885

MATERION CORPORATION

(Exact name of Registrant as specified in charter)


Ohio						34-1919973
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

6070 Parkland Blvd ., Mayfield Heights , Ohio 44124

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

( 216 )- 486-4200

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	MTRN	New York Stock Exchange

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer ¨

Non-accelerated filer ¨ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

Number of Shares of Common Stock, without par value, outstanding at September 26, 2025: 20,732,741 .

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

Materion Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited)


	Third Quarter Ended				Nine Months Ended
(Thousands, except per share amounts)	September 26, 2025		September 27, 2024		September 26, 2025		September 27, 2024
Net sales	$	444,808	$	436,715	$	1,296,796	$	1,247,868
Cost of sales	358,685		355,777		1,051,836		1,014,859
Gross margin	86,123		80,938		244,960		233,009
Selling, general, and administrative expense	38,256		35,009		108,740		104,454
Research and development expense	6,548		7,868		19,466		22,712
Restructuring expense	212		1,493		2,729		6,161
Other—net	6,164		5,309		15,068		14,112
Operating profit	34,943		31,259		98,957		85,570
Other non-operating (income)—net	( 711 )		( 642 )		( 1,944 )		( 1,925 )
Interest expense—net	7,544		8,839		22,691		25,920
Income before income taxes	28,110		23,062		78,210		61,575
Income tax expense	2,698		768		9,960		6,836
Net income	$	25,412	$	22,294	$	68,250	$	54,739
Basic earnings per share:
Net income per share of common stock	$	1.23	$	1.07	$	3.29	$	2.64
Diluted earnings per share:
Net income per share of common stock	$	1.22	$	1.07	$	3.27	$	2.61
Weighted-average number of shares of common stock outstanding:
Basic	20,731		20,749		20,763		20,723
Diluted	20,883		20,920		20,893		20,935

See notes to these consolidated financial statements.

Materion Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited)


	Third Quarter Ended				Nine Months Ended
	September 26,		September 27,		September 26,		September 27,
(Thousands)	2025		2024		2025		2024
Net income	$	25,412	$	22,294	$	68,250	$	54,739
Other comprehensive income (loss):
Foreign currency translation adjustment	( 903 )		7,579		9,308		2,030
Derivative and hedging activity, net of tax	( 435 )		( 4,452 )		( 2,414 )		( 2,606 )
Pension and post-employment benefit adjustment, net of tax	( 161 )		( 62 )		893		( 298 )
Other comprehensive loss	( 1,499 )		3,065		7,787		( 874 )
Comprehensive income	$	23,913	$	25,359	$	76,037	$	53,865

See notes to these consolidated financial statements.

Materion Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)


	September 26,		December 31,
(Thousands)	2025		2024
Assets
Current assets
Cash and cash equivalents	$	16,411	$	16,713
Accounts receivable, net	195,289		193,793
Inventories, net	467,329		441,299
Prepaid and other current assets	97,296		72,419
Total current assets	776,325		724,224
Deferred income taxes	2,975		2,964
Property, plant, and equipment	1,380,432		1,315,586
Less allowances for depreciation, depletion, and amortization	( 841,102 )		( 804,781 )
Property, plant, and equipment, net	539,330		510,805
Operating lease, right-of-use assets	63,648		64,449
Intangible assets, net	108,059		109,312
Other assets	22,362		22,140
Goodwill	280,474		263,738
Total Assets	$	1,793,173	$	1,697,632
Liabilities and Shareholders’ Equity
Current liabilities
Short-term debt	$	10,166	$	34,274
Accounts payable	139,789		105,901
Salaries and wages	23,685		20,939
Other liabilities and accrued items	43,897		47,523
Income taxes	2,324		4,906
Unearned revenue	15,783		13,191
Total current liabilities	235,644		226,734
Other long-term liabilities	12,059		12,013
Operating lease liabilities	61,385		62,626
Finance lease liabilities	13,418		12,404
Retirement and post-employment benefits	27,038		26,411
Unearned income	56,990		75,769
Long-term income taxes	2,135		1,818
Deferred income taxes	3,153		3,242
Long-term debt	446,772		407,734
Shareholders’ equity
Serial preferred stock (no par value; 5,000 authorized shares, none issued)	—		—
Common stock (no par value; 60,000 authorized shares, issued shares of 27,148 at both September 26 th and December 31 st )	349,247		336,136
Retained earnings	908,691		849,111
Common stock in treasury	( 277,103 )		( 261,880 )
Accumulated other comprehensive loss	( 53,259 )		( 61,046 )
Other equity	7,003		6,560
Total shareholders' equity	934,579		868,881
Total Liabilities and Shareholders’ Equity	$	1,793,173	$	1,697,632

See the notes to these consolidated financial statements.

Materion Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)


	Nine Months Ended
	September 26,		September 27,
(Thousands)	2025		2024
Cash flows from operating activities:
Net income	$	68,250	$	54,739
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, and amortization	51,551		51,291
Amortization of deferred financing costs in interest expense	1,647		1,286
Stock-based compensation expense (non-cash)	8,520		7,715

Deferred income tax expense (benefit)	( 43 )		( 9 )
Changes in assets and liabilities:
Accounts receivable	1,701		( 21,921 )
Inventory	( 21,980 )		( 34,215 )
Prepaid and other current assets	( 21,089 )		( 24,646 )
Accounts payable and accrued expenses	21,532		3,704
Unearned revenue	( 13,142 )		( 17,568 )
Interest and taxes payable	( 1,550 )		( 3,233 )

Other-net	( 11,673 )		( 5,579 )
Net cash provided by operating activities	83,724		11,564
Cash flows from investing activities:
Payments for purchase of property, plant, and equipment	( 38,741 )		( 50,730 )
Payments for mine development	( 19,952 )		( 10,376 )
Proceeds from sale of property, plant, and equipment	932		561
Payments for acquisition, net of cash acquired	( 19,500 )		—
Net cash used in investing activities	( 77,261 )		( 60,545 )
Cash flows from financing activities:
Proceeds from borrowings under credit facilities, net	30,574		91,057

Repayment of long-term debt	( 16,609 )		( 22,694 )
Principal payments under finance lease obligations	( 456 )		( 567 )
Cash dividends paid	( 8,608 )		( 8,295 )
Deferred financing costs	( 2,935 )		—
Repurchase of common stock	( 7,843 )		—
Payments of withholding taxes for stock-based compensation awards	( 2,540 )		( 6,575 )
Net cash provided by financing activities	( 8,417 )		52,926
Effects of exchange rate changes	1,652		635
Net change in cash and cash equivalents	( 302 )		4,580
Cash and cash equivalents at beginning of period	16,713		13,294
Cash and cash equivalents at end of period	$	16,411	$	17,874

See notes to these consolidated financial statements.

Materion Corporation and Subsidiaries

Consolidated Statements of Shareholders' Equity

(Unaudited)


	Common Shares				Shareholders' Equity
(Thousands, except per share amounts)	Common Shares		Common Shares Held in Treasury		Common Stock		Retained Earnings		Common Stock in Treasury		Accumulated Other Comprehensive Loss		Other Equity		Total
Balance at June 27, 2025	20,727		6,421		$	345,666	$	886,247	$	( 276,447 )	$	( 51,760 )	$	6,939	$	910,645
Net income	—		—		—		25,412		—		—		—		25,412
Other comprehensive income	—		—		—		—		—		( 1,499 )		—		( 1,499 )
Cash dividends declared ($ 0.140 per share)	—		—		—		( 2,903 )		—		—		—		( 2,903 )
Stock-based compensation activity	8		( 8 )		3,557		( 65 )		( 409 )		—		—		3,083
Repurchase of common stock	—		—		—		—		—
Payments of withholding taxes for stock-based compensation awards	( 2 )		2		—		—		( 203 )		—		—		( 203 )
Directors’ deferred compensation	—		—		24		—		( 44 )		—		64		44
Balance at September 26, 2025	20,733		6,415		$	349,247	$	908,691	$	( 277,103 )	$	( 53,259 )	$	7,003	$	934,579

Balance at June 28, 2024	20,747		6,401		$	328,836	$	881,284	$	( 258,583 )	$	( 50,887 )	$	6,435	$	907,085
Net income	—		—		—		22,294		—		—		—		22,294
Other comprehensive income	—		—		—		—		—		3,065		—		3,065
Cash dividends declared ($ 0.135 per share)	—		—		—		( 2,802 )		—		—		—		( 2,802 )
Stock-based compensation activity	5		( 5 )		2,774		( 12 )		( 381 )		—		—		2,381
Payments of withholding taxes for stock-based compensation awards	( 1 )		1		—		—		( 173 )		—		—		( 173 )
Directors’ deferred compensation	—		—		36		—		( 54 )		—		63		45
Balance at September 27, 2024	$	20,751	$	6,397	$	331,646	$	900,764	$	( 259,191 )	$	( 47,822 )	$	6,498	$	931,895


	Common Shares		Shareholders' Equity
(Thousands, except per share amounts)	Common Shares	Common Shares Held in Treasury	Common Stock		Retained Earnings		Common Stock in Treasury		Accumulated Other Comprehensive Loss		Other Equity		Total
Balance at December 31, 2024	20,764	6,384	$	336,136	$	849,111	$	( 261,880 )	$	( 61,046 )	$	6,560	$	868,881
Net income	—	—	—		68,250		—		—		—		68,250
Other comprehensive loss	—	—	—		—		—		7,787		—		7,787
Cash dividends declared ($ 0.415 per share)	—	—	—		( 8,608 )		—		—		—		( 8,608 )
Stock-based compensation activity	97	( 97 )	13,041		( 62 )		( 4,459 )		—		—		8,520
Repurchase of common stock	( 100 )	100	—		—		( 7,843 )		—		—		( 7,843 )
Payments of withholding taxes for stock-based compensation awards	( 29 )	29	—		—		( 2,540 )		—		—		( 2,540 )
Directors’ deferred compensation	1	( 1 )	70		—		( 381 )		—		443		132
Balance at September 26, 2025	20,733	6,415	$	349,247	$	908,691	$	( 277,103 )	$	( 53,259 )	$	7,003	$	934,579

Balance at December 31, 2023	20,646	6,502	$	309,492	$	854,334	$	( 237,746 )	$	( 46,948 )	$	5,921	$	885,053
Net income	—	—	—		54,739		—		—		—		54,739
Other comprehensive loss	—	—	—		—		—		( 874 )		—		( 874 )
Cash dividends declared ($ 0.400 per share)	—	—	—		( 8,295 )		—		—		—		( 8,295 )
Stock-based compensation activity	154	( 154 )	22,058		( 14 )		( 14,329 )		—		—		7,715
Payments of withholding taxes for stock-based compensation awards	( 50 )	50	—		—		( 6,575 )		—		—		( 6,575 )
Directors’ deferred compensation	1	( 1 )	96		—		( 541 )		—		577		132
Balance at September 27, 2024	20,751	6,397	331,646		900,764		( 259,191 )		( 47,822 )		6,498		931,895

See notes to these consolidated financial statements.

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

Note A — Accounting Policies

Basis of Presentation:

The accompanying consolidated financial statements of Materion Corporation and its subsidiaries (referred to herein as the Company, our, we, or us) contain all of the adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods reported. All material adjustments were of a normal and recurring nature.

These consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company's 2024 Annual Report on Form 10-K. The interim period results are not necessarily indicative of the results to be expected for the full year.

New Accounting Guidance Issued and Not Yet Adopted:

In December 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740) . This ASU updates current income tax disclosure requirements to require disclosures of specific categories of information within the effective tax rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. This ASU will be effective for the annual period ending December 31, 2025. Adoption of this ASU will result in additional disclosure, but it will not impact the Company’s consolidated financial position, results of operations or cash flows.

In November 2024, the FASB issued a final ASU to require disaggregated disclosure of income statement expenses. This new standard requires public business entities to provide detailed disclosures in the notes to financial statements disaggregating specific expense categories, including employee compensation, depreciation, and intangible asset amortization, as well as certain other disclosures to provide enhanced transparency into the nature and function of expenses. This guidance is effective for annual periods beginning in the Company’s fiscal year 2027 and interim periods following annual adoption, with early adoption permitted. This guidance will be applied on a prospective basis with retrospective application permitted. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-internal-use software (Subtopic 350-40): Targeted Improvements to the Accounting for internal-use software . The amendments in this update make targeted improvements to Subtopic 350-40, Intangibles-Goodwill and Other-internal-use software to increase the operability of the recognition guidance considering different methods of software development. The ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this ASU will have on its condensed consolidated financial statements and related disclosures.

Note B — Acquisition

On July 9, 2025, the Company completed the acquisition of certain manufacturing assets for tantalum solutions in Dangjin City, South Korea, from Konasol Co., Ltd., a Korean manufacturer serving the semiconductor and adjacent markets. This strategic investment expands the Company’s global footprint with a facility in Asia to better serve semiconductor customers in that region.

The total purchase price was approximately $ 19.5 million, which was paid in cash on the date of acquisition. The acquisition and related fees and expenses were funded through available cash and borrowings under the Company's revolving credit facility. Acquisition-related transaction and integration costs totaled $ 1.7 million in 2025. These costs are included in selling, general, and administrative expenses in the Consolidated Statements of Income.

The Company accounted for the transaction as a business combination using the acquisition method of accounting and a third-party valuation appraisal, and included the results of operations of the acquisition in its consolidated financial statements from the effective date of the acquisition. The operating results are included within Materion’s Electronic Materials segment. Pro forma financial information has not been presented, as revenue and expenses related to the acquisition do not have a material impact on the Company’s consolidated financial statements.

The total purchase price was allocated to identifiable assets and liabilities based upon the preliminary estimates of fair value at the date of the acquisition, which primarily included PP&E and a developed technology intangible asset of $ 2.1 million. To

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired, such excess was allocated to goodwill and approximated $ 14.9 million. The goodwill is deductible for Korean tax purposes. The fair values of the acquired intangible asset is determined based on an income approach, using estimates and assumptions that are deemed reasonable by the Company. These assumptions are subject to revision as additional information is obtained about the facts and circumstances that existed as of the acquisition date, primarily related to intangible assets, which may result in adjustments to the preliminary values discussed above as valuations are finalized. We expect to finalize these amounts as soon as possible, but no later than the end of the third quarter of 2026.

Note C — Segment Reporting

The Company has the following reportable segments: Performance Materials, Electronic Materials, Precision Optics, and Other. The Company’s reportable segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the Chief Executive Officer, the Company's CODM, in determining how to allocate the Company’s resources and evaluate performance.

Performance Materials provides advanced engineered solutions comprised of beryllium and non-beryllium containing alloy systems and custom engineered parts in strip, bulk, rod, plate, bar, tube, and other customized shapes.

Electronic Materials produces advanced chemicals, microelectric packaging, precious metal, non-precious metal, and specialty metal products, including vapor deposition targets, frame lid assemblies, clad and precious metal preforms and high temperature braze materials.

Precision Optics produces thin film coatings, optical filter materials, sputter-coated, and precision-converted thin film materials.

The Other reportable segment includes unallocated corporate costs and assets.

The primary measurement used by management to measure the financial performance of each segment is earnings before interest, taxes, depreciation and amortization (EBITDA).

The below table presents financial information for each segment and a reconciliation of EBITDA to Net Income (the most directly comparable GAAP financial measure) for the third quarter and first nine months of 2025 and 2024:

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)


		Third quarter ended September 26, 2025
		Performance Materials		Electronic Materials		Precision Optics		Other		Consolidated
Net sales (1)		$	170,787	$	246,837	$	27,184	$	—	$	444,808

Less:
	Cost of sales	125,909		213,746		18,892		138		358,685
	Selling, general and administrative expense	14,228		10,731		4,896		8,401		38,256
	Other segment items (2)	4,018		5,878		2,442		( 125 )		12,213
Plus:
	Segment depreciation, depletion and amortization	10,279		4,443		2,277		505		17,504
Segment EBITDA		$	36,911	$	20,925	$	3,231	$	( 7,909 )	$	53,158
	Income tax expense									2,698
	Interest expense - net									7,544
	Depreciation, depletion and amortization									17,504
Net Income										$	25,412


		Third quarter ended September 27, 2024
		Performance Materials		Electronic Materials		Precision Optics		Other		Consolidated
Net sales (1)		$	177,376	$	236,906	$	22,433	$	—	$	436,715

Less:
	Cost of sales	125,587		213,503		16,602		85		355,777
	Selling, general and administrative expense	14,046		9,728		4,941		6,294		35,009
	Other segment items (2)	3,655		5,893		3,824		656		14,028
Plus:
	Segment depreciation, depletion and amortization	10,714		4,527		2,895		457		18,593
Segment EBITDA		$	44,802	$	12,309	$	( 39 )	$	( 6,578 )	$	50,494
	Income tax expense									768
	Interest expense - net									8,839
	Depreciation, depletion and amortization									18,593
Net Income										$	22,294

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)


		First nine months ended September 26, 2025
		Performance Materials		Electronic Materials		Precision Optics		Other		Consolidated
Net sales (1)		$	527,552	$	696,059	$	73,185	$	—	$	1,296,796

Less:
	Cost of sales	385,435		611,969		54,211		221		1,051,836
	Selling, general and administrative expense	42,451		30,475		13,598		22,216		108,740
	Other segment items (2)	10,889		16,982		8,720		( 1,272 )		35,319
Plus:
	Segment depreciation, depletion and amortization	29,901		12,971		7,192		1,487		51,551
Segment EBITDA		$	118,678	$	49,604	$	3,848	$	( 19,678 )	$	152,452
	Income tax expense									9,960
	Interest expense - net									22,691
	Depreciation, depletion and amortization									51,551
Net Income										$	68,250


		First nine months ended September 27, 2024
		Performance Materials		Electronic Materials		Precision Optics		Other		Consolidated
Net sales (1)		$	533,534	$	641,564	$	72,770	$	—	$	1,247,868

Less:
	Cost of sales	392,935		568,010		53,810		104		1,014,859
	Selling, general and administrative expense	41,344		29,443		15,460		18,207		104,454
	Other segment items (2)	10,938		17,634		10,825		1,663		41,060
Plus:
	Segment depreciation, depletion and amortization	27,576		13,641		8,622		1,452		51,291
Segment EBITDA		$	115,893	$	40,118	$	1,297	$	( 18,522 )	$	138,786
	Income tax expense									6,836
	Interest expense - net									25,920
	Depreciation, depletion and amortization									51,291
Net Income										$	54,739

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

(1) Excludes inter-segment sales of $ 1.0 million and $ 1.6 million for the third quarter of 2025 and 2024, respectively, and $ 5.6 million and $ 4.8 million for the first nine months of 2025 and 2024, respectively, for Electronic Materials. There were no material inter-segment sales for Performance Materials or Precision Optics in 2025 or 2024. Inter-segment sales are eliminated in consolidation.

(2) Other segment items for each reportable segment include:

• Research and development expense

• Restructuring expense

• Other operating expense - primarily comprised of metal consignment fees, intangible amortization and foreign currency (gains)/losses as further detailed in Note F

• Non-operating expenses primarily related to pension costs

The following table disaggregates revenue for each segment by end market for the third quarter and first nine months of 2025 and 2024:


(Thousands)	Performance Materials		Electronic Materials		Precision Optics		Other		Total
Third Quarter 2025
End Market
Semiconductor	$	2,005	$	205,821	$	1,120	$	—	$	208,946
Industrial	31,141		9,020		6,656		—		46,817
Aerospace and defense	40,326		2,357		8,298		—		50,981
Consumer electronics	48,206		416		4,027		—		52,649
Automotive	15,206		669		1,628		—		17,503
Energy	8,448		19,619		—		—		28,067
Life sciences	2,465		6,497		5,097		—		14,059
Other	22,990		2,438		358		—		25,786
Total	$	170,787	$	246,837	$	27,184	$	—	$	444,808

Third Quarter 2024
End Market
Semiconductor	$	2,097	$	198,790	$	798	$	—	$	201,685
Industrial	33,494		7,352		6,254		—		47,100
Aerospace and defense	44,940		975		5,126		—		51,041
Consumer electronics	49,131		172		4,006		—		53,309
Automotive	18,123		1,724		1,780		—		21,627
Energy	12,819		20,810		—		—		33,629
Life sciences	2,602		4,780		4,264		—		11,646
Other	14,170		2,303		205		—		16,678
Total	$	177,376	$	236,906	$	22,433	$	—	$	436,715

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)


(Thousands)	Performance Materials		Electronic Materials		Precision Optics		Other		Total
First Nine Months 2025
End Market
Semiconductor	$	7,390	$	579,064	$	2,690	$	—	$	589,144
Industrial	93,424		27,779		18,678		—		139,881
Aerospace and defense	126,382		6,137		21,812		—		154,331
Consumer electronics	149,913		1,682		10,343		—		161,938
Automotive	48,243		3,211		4,774		—		56,228
Energy	37,388		53,002		—		—		90,390
Life sciences	7,323		18,886		14,042		—		40,251
Other	57,489		6,298		846		—		64,633
Total	$	527,552	$	696,059	$	73,185	$	—	$	1,296,796

First Nine Months 2024
End Market
Semiconductor	$	6,059	$	533,312	$	1,877	$	—	$	541,248
Industrial	91,765		25,466		19,399		—		136,630
Aerospace and defense	129,011		4,260		16,980		—		150,251
Consumer electronics	166,797		309		11,272		—		178,378
Automotive	54,190		5,367		5,459		—		65,016
Energy	30,191		53,480		—		—		83,671
Life sciences	8,166		13,071		17,289		—		38,526
Other	47,355		6,299		494		—		54,148
Total	$	533,534	$	641,564	$	72,770	$	—	$	1,247,868

Note D — Revenue Recognition

Net sales consist primarily of revenue from the sale of precious and non-precious specialty metals, beryllium and copper-based alloys, beryllium composites, and other products into numerous end markets. The Company requires an agreement with a customer that creates enforceable rights and performance obligations. The Company generally recognizes revenue in an amount that reflects the consideration to which it expects to be entitled upon satisfaction of a performance obligation by transferring control over a product to the customer. Control over a product is generally transferred to the customer when the Company has a present right to payment, the customer has legal title, the customer has physical possession, the customer has the significant risks and rewards of ownership, and/or the customer has accepted the product.

Transaction Price Allocated to Future Performance Obligations: Accounting Standards Codification (ASC) 606, " Revenue from Contracts with Customers " , requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied at September 26, 2025. Remaining performance obligations include non-cancelable purchase orders and customer contracts. The guidance provides certain practical expedients that limit this requirement. As such, the Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.

After considering the practical expedient at September 26, 2025 and September 27, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $ 21.5 million and $ 39.9 million, respectively.

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

Contract Balances : The timing of revenue recognition, billings, and cash collections resulted in the following contract assets and contract liabilities:


(Thousands)	September 26, 2025		December 31, 2024		$ change		% change
Accounts receivable, trade	$	196,222	$	194,562	$	1,660	1	%
Unbilled receivables	50,319		34,950		15,369		44	%
Unearned revenue	15,783		13,191		2,592		20	%

Accounts receivable, trade represents payments due from customers relating to the transfer of the Company’s products and services. The Company believes that its receivables are collectible and appropriate allowances for doubtful accounts have been recorded. Impairment losses (bad debt) incurred related to our receivables were immaterial during the third quarter and first nine months of 2025 and 2024.

In the fourth quarter of 2024, the Company entered into a factoring agreement to sell certain receivables to a third-party financial institution. The transfer of the receivables constitute purchases and sales of receivables resulting in a reduction of trade receivables on the consolidated balance sheets and the proceeds are included in the cash flows from operating activities in the consolidated statements of cash flows. The Company sold $ 20.5 million of receivables in the third quarter of 2025 and a total of $ 59.4 million of receivables in the first nine months of 2025. The Company recorded a loss on sale of $ 0.2 million and $ 0.6 million for the third quarter and first nine months of 2025, respectively. The Company sold $ 48.9 million of receivables in the fourth quarter of 2024 and recorded a loss on sale of $ 0.7 million. Total receivables sold under this program amount to $ 108.3 million.

Unbilled receivables represent expenditures on contracts, plus applicable profit margin, not yet billed. Unbilled receivables are generally billed and collected within one year. Billings made on contracts are recorded as a reduction of unbilled receivables.

Unearned revenue is recorded for consideration received from customers in advance of satisfaction of the related performance obligations. The Company recognized approximately $ 10.1 million of the December 31, 2024 short-term unearned amounts as revenue during the first nine months of 2025.

As a practical expedient, the Company does not adjust the promised amount of consideration for the effects of a significant financing component because the period between the transfer of a product or service to a customer and when the customer pays for that product or service will be one year or less. The Company does not include extended payment terms in its contracts with customers.

Note E — Restructuring

In fiscal year 2024, the Company announced restructuring plans that were both designed to reduce costs and expenses in response to macroeconomic conditions and operating performance at the time the actions were announced. These actions impacted all three of our business segments as well as Corporate. When completed, the restructuring programs are expected to result in the reduction in annual cost of sales and operating expenses.

In 2025, the Company continued to implement restructuring actions, primarily in our Precision Optics segment. In connection with these actions, we recorded restructuring expenses of $ 0.2 million and $ 2.7 million in the three and nine months ended September 26, 2025, respectively, and $ 1.5 million and $ 6.2 million in the three and nine months ended September 27, 2024, respectively, all of which were associated with workforce reduction, including severance and other personnel-related costs. We expect to substantially complete the remaining restructuring activities by the end of fiscal year 2025.

The activity in the accrued balances incurred in relation to restructuring during the nine months ended September 26, 2025, and September 27, 2024, were as follows:

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)


	Reduction in Force
(Thousands)	Performance Materials		Electronic Materials		Precision Optics		Other		Consolidated
Balance at December 31, 2024	$	56	$	293	$	60	$	408	$	817
Additional Charges	481		789		1,428		31		2,729
Cash Payments	( 537 )		( 1,067 )		( 1,457 )		( 325 )		( 3,386 )
Balance at September 26, 2025	$	—	$	15	$	31	$	114	$	160


	Reduction in Force
(Thousands)	Performance Materials		Electronic Materials		Precision Optics		Other		Consolidated
Balance at December 31, 2023	$	2	$	388	$	—	$	—	$	390
Additional Charges	1,441		1,804		1,198		1,718		6,161
Cash Payments	( 1,270 )		( 2,019 )		( 755 )		( 1,154 )		( 5,198 )
Balance at September 27, 2024	$	173	$	173	$	443	$	564	$	1,353

Note F — Other-net

Other-net for the third quarter and first nine months of 2025 and 2024 is summarized as follows:


	Third Quarter Ended				Nine Months Ended
	September 26,		September 27,		September 26,		September 27,
(Thousands)	2025		2024		2025		2024
Amortization of intangible assets	$	2,699	$	3,217	$	8,394	$	9,227
Metal consignment fees	3,186		1,978		7,860		5,896
Foreign currency (gain) loss	492		717		( 459 )		1,251
Other items	( 213 )		( 603 )		( 727 )		( 2,262 )
Total	$	6,164	$	5,309	$	15,068	$	14,112

Note G — Income Taxes

The Company's effective tax rate for the third quarter of 2025 and 2024 was 9.6 % and 3.3 %, respectively, and 12.7 % and 11.1 % for the first nine months of 2025 and 2024, respectively. The effective tax rate for 2025 is lower than the statutory tax rate primarily due to the impact of percentage depletion, the advanced manufacturing production credit, and the foreign derived intangible income deduction. The effective tax rate for 2024 was lower than the statutory tax rate primarily due to the impact of percentage depletion, research and development and production tax credits, and the foreign derived intangible income deduction. The effective tax rate for the first nine months of 2025 includes a net discrete income tax benefit of $ 0.7 million, primarily consisting of prior year return-to-provision adjustments recorded. The effective tax rate for the first nine months of 2024 included a nominal amount of discrete income tax expense primarily consisting of $ 1.0 million of excess tax benefits from stock-based compensation awards offset by a $ 1.1 million valuation allowance recorded against deferred tax assets that are not likely to be realized for one of the Company’s foreign subsidiaries.

One Big Beautiful Bill Act

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law in the U.S. The OBBBA includes a broad range of tax provisions affecting businesses including extending permanently, with modification, certain business and international tax provisions enacted as part of the Tax Cuts and Jobs Act of 2017 and accelerating the phase-out of certain Inflation Reduction Act tax incentives. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented in future years. The Company recognized the income tax effects of the OBBBA in its third quarter of 2025, the impact of which was not material.

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

Government Tax Credits

Pursuant to The Inflation Reduction Act of 2022 (IRA), the Company is eligible for the Advanced Manufacturing Production Credit (production credit). The production credit provides an annual cash benefit for a portion of the production costs for the sale of certain critical minerals produced in the U.S. and sold during the year. The Company records the production credit as a reduction in cost of goods sold as the applicable items are produced and sold. U.S. GAAP does not address the accounting for government grants received by a business entity that are outside the scope of ASC 740. Our accounting policy is to analogize to IAS 20, Accounting for Government Grants and Disclosure of Government Assistance , under IFRS Accounting Standards. We recognize the benefit of the production credit by applying IAS 20 in pretax income on a systematic basis in line with its recognition of the expenses that the grant is intended to compensate.

Pillar Two

The Organization for Economic Co-operation and Development (OECD) introduced rules to establish a global minimum corporate tax rate, commonly referred to as Pillar Two. Numerous foreign countries have enacted legislation to implement the Pillar Two rules or are expected to enact similar legislation. Pillar Two legislation enacted in jurisdictions the Company operates in is not expected to have a material impact on its effective tax rate or consolidated results of operations, financial position, or cash flows in 2025. We will continue to evaluate the impact of Pillar Two legislation on the current and future reporting periods.

Note H — Earnings Per Share (EPS)

The following table sets forth the computation of basic and diluted EPS:


	Third Quarter Ended				Nine Months Ended
	September 26,		September 27,		September 26,		September 27,
(Thousands, except per share amounts)	2025		2024		2025		2024
Numerator for basic and diluted EPS:
Net income	$	25,412	$	22,294	$	68,250	$	54,739
Denominator:
Denominator for basic EPS:
Weighted-average shares outstanding	20,731		20,749		20,763		20,723
Effect of dilutive securities:
Stock appreciation rights	49		75		40		83
Restricted stock units	52		44		45		61
Performance-based restricted stock units	51		52		45		68
Diluted potential common shares	152		171		130		212
Denominator for diluted EPS:
Adjusted weighted-average shares outstanding	20,883		20,920		20,893		20,935
Basic EPS	$	1.23	$	1.07	$	3.29	$	2.64
Diluted EPS	$	1.22	$	1.07	$	3.27	$	2.61

Adjusted weighted-average shares outstanding - diluted exclude securities totaling 158,282 and 148,038 for the quarters ended September 26, 2025 and September 27, 2024, respectively, and 149,694 and 110,555 for the nine months ended September 26, 2025 and September 27, 2024, respectively. These securities are primarily related to restricted stock units (RSUs) and stock appreciation rights (SARs) with fair market values and exercise prices greater than the average market price of the Company's common shares and were excluded from the dilution calculation as the effect would have been anti-dilutive.

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

Note I — Inventories

Inventories on the Consolidated Balance Sheets are summarized as follows:


	September 26,		December 31,
(Thousands)	2025		2024
Raw materials and supplies	$	102,297	$	100,208
Work in process	304,988		278,065
Finished goods	60,044		63,026
Inventories, net	$	467,329	$	441,299

The Company maintains the majority of the precious metals and copper used in production on a consignment basis in order to reduce its exposure to metal market price movements and to reduce its working capital investment. The notional value of off-balance sheet precious metals and copper was $ 493.8 million and $ 381.6 million as of September 26, 2025 and December 31, 2024, respectively.

Note J — Customer Prepayments

In 2020, the Company entered into an investment agreement and a master supply agreement with a customer to procure equipment to manufacture product for the customer. The customer provided prepayments to the Company to fund the necessary infrastructure improvements and procure the equipment necessary to supply the customer with the desired product. The Company owns, operates and maintains the equipment that is being used to manufacture product for the customer.

Revenue will be recognized as the Company fulfills purchase orders and ships the commercial product to the customer, as product delivery is considered the satisfaction of the performance obligation.

Additionally, during the second quarter of 2022, the Company entered into an amendment to the investment agreement with the same customer to procure additional equipment to manufacture product for the customer. In 2023, the Company received the remaining prepayments related to this amendment, the total of which approximated $ 38.6 million.

As of September 26, 2025 and December 31, 2024, $ 46.4 million and $ 60.9 million, respectively, of prepayments are classified as Unearned income on the Consolidated Balance Sheets. The prepayments will remain in Unearned income until commercial purchase orders are received for product serviced out of the equipment, at which time a portion of the purchase order value related to prepayments will be reclassified to Unearned revenue. As of September 26, 2025 $ 3.0 million of the prepayments are classified as Unearned revenue.

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

Note K — Pensions and Other Post-employment Benefits

The following is a summary of the net periodic benefit cost for the third quarter and first nine months ended September 26, 2025 and September 27, 2024, respectively, for the pension plans as shown below. The Pension Benefits column aggregates defined benefit pension plans in the U.S., Germany, Liechtenstein, England, and the U.S. supplemental retirement plans. The Other Benefits column includes the domestic retiree medical and life insurance plan.


	Pension Benefits				Other Benefits
	Third Quarter Ended				Third Quarter Ended
	September 26,		September 27,		September 26,		September 27,
(Thousands)	2025		2024		2025		2024
Components of net periodic benefit (credit) cost
Service cost	$	315	$	279	$	11	$	12
Interest cost	1,932		1,916		58		58
Expected return on plan assets	( 2,539 )		( 2,541 )		—		—
Amortization of prior service (benefit) cost	( 23 )		( 22 )		—		—
Amortization of net loss (gain)	90		32		( 87 )		( 87 )
Net periodic benefit (credit) cost	$	( 225 )	$	( 336 )	$	( 18 )	$	( 17 )


	Pension Benefits				Other Benefits
	Nine Months Ended				Nine Months Ended
	September 26,		September 27,		September 26,		September 27,
(Thousands)	2025		2024		2025		2024
Components of net periodic benefit (credit) cost
Service cost	$	909	$	813	$	33	$	37
Interest cost	5,769		5,728		174		175
Expected return on plan assets	( 7,575 )		( 7,600 )		—		—
Amortization of prior service (benefit) cost	( 67 )		( 64 )		—		—
Amortization of net loss (gain)	269		96		( 262 )		( 262 )
Net periodic benefit (credit) cost	$	( 695 )	$	( 1,027 )	$	( 55 )	$	( 50 )

The Company did no t make any contributions to its domestic defined benefit plan in the third quarter or first nine months of 2025 or 2024.

The Company reports the service cost component of net periodic benefit cost in the same line item as other compensation costs in operating expenses and the non-service cost components of net periodic benefit cost in Other non-operating (income) expense.

Note L — Accumulated Other Comprehensive Income (Loss)

Changes in the components of accumulated other comprehensive income, including the amounts reclassified, for the third quarter and first nine months of 2025 and 2024 are as follows:

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)


	Gains and Losses on Cash Flow Hedges
(Thousands)	Foreign Currency		Interest Rate		Precious Metals		Total		Pension and Post-Employment Benefits		Foreign Currency Translation		Total
Balance at June 27, 2025	$	1,316	$	1,888	$	2	$	3,206	$	( 53,648 )	$	( 1,318 )	$	( 51,760 )
Other comprehensive income (loss) before reclassifications	118		122		—		240		—		( 903 )		( 663 )
Amounts reclassified from accumulated other comprehensive income (loss)	( 9 )		( 797 )		—		( 806 )		( 164 )		—		( 970 )
Net current period other comprehensive (loss) income before tax	109		( 675 )		—		( 566 )		( 164 )		( 903 )		( 1,633 )
Deferred taxes	24		( 155 )		—		( 131 )		( 3 )		—		( 134 )
Net current period other comprehensive (loss) income after tax	85		( 520 )		—		( 435 )		( 161 )		( 903 )		( 1,499 )
Balance at September 26, 2025	$	1,401	$	1,368	$	2	$	2,771	$	( 53,809 )	$	( 2,221 )	$	( 53,259 )

Balance at June 28, 2024	$	1,718	$	5,709	$	( 323 )	$	7,104	$	( 48,894 )	$	( 9,097 )	$	( 50,887 )
Other comprehensive (loss) income before reclassifications	( 695 )		( 3,805 )		( 148 )		( 4,648 )		—		7,579		2,931
Amounts reclassified from accumulated other comprehensive income (loss)	( 135 )		( 1,294 )		295		( 1,134 )		( 77 )		—		( 1,211 )
Net current period other comprehensive (loss) income before tax	( 830 )		( 5,099 )		147		( 5,782 )		( 77 )		7,579		1,720
Deferred taxes	( 191 )		( 1,173 )		34		( 1,330 )		( 15 )		—		( 1,345 )
Net current period other comprehensive (loss) income after tax	( 639 )		( 3,926 )		113		( 4,452 )		( 62 )		7,579		3,065
Balance at September 27, 2024	$	1,079	$	1,783	$	( 210 )	$	2,652	$	( 48,956 )	$	( 1,518 )	$	( 47,822 )

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)


	Gains and Losses on Cash Flow Hedges
(Thousands)	Foreign Currency		Interest Rate		Precious Metals		Total		Pension and Post-Employment Benefits		Foreign Currency Translation		Total
Balance at December 31, 2024	$	1,638	$	3,545	$	2	$	5,185	$	( 54,702 )	$	( 11,529 )	$	( 61,046 )
Other comprehensive income (loss) before reclassifications	( 206 )		( 473 )		—		( 679 )		1,553		9,308		10,182
Amounts reclassified from accumulated other comprehensive income (loss)	( 103 )		( 2,354 )		—		( 2,457 )		( 290 )		—		( 2,747 )
Net current period other comprehensive (loss) income before tax	( 309 )		( 2,827 )		—		( 3,136 )		1,263		9,308		7,435
Deferred taxes	( 72 )		( 650 )		—		( 722 )		370		—		( 352 )
Net current period other comprehensive (loss) income after tax	( 237 )		( 2,177 )		—		( 2,414 )		893		9,308		7,787
Balance at September 26, 2025	$	1,401	$	1,368	$	2	$	2,771	$	( 53,809 )	$	( 2,221 )	$	( 53,259 )

Balance at December 31, 2023	$	1,201	$	4,156	$	( 99 )	$	5,258	$	( 48,658 )	$	( 3,548 )	$	( 46,948 )
Other comprehensive income (loss) before reclassifications	177		774		( 708 )		243		—		2,030		2,273
Amounts reclassified from accumulated other comprehensive income (loss)	( 335 )		( 3,856 )		564		( 3,627 )		( 266 )		—		( 3,893 )
Net current period other comprehensive (loss) income before tax	( 158 )		( 3,082 )		( 144 )		( 3,384 )		( 266 )		2,030		( 1,620 )
Deferred taxes	( 36 )		( 709 )		( 33 )		( 778 )		32		—		( 746 )
Net current period other comprehensive (loss) income after tax	( 122 )		( 2,373 )		( 111 )		( 2,606 )		( 298 )		2,030		( 874 )
Balance at September 27, 2024	$	1,079	$	1,783	$	( 210 )	$	2,652	$	( 48,956 )	$	( 1,518 )	$	( 47,822 )

Reclassifications from accumulated other comprehensive income (loss) of gains and losses on foreign currency cash flow hedges are recorded in Net sales in the Consolidated Statements of Income. Reclassifications from accumulated other comprehensive income (loss) of gains and losses on precious metal and copper cash flow hedges are recorded in Cost of sales in the Consolidated Statements of Income. Reclassifications from accumulated other comprehensive income (loss) of gains and losses on the interest rate cash flow hedge is recorded in Interest expense in the Consolidated Statements of Income. Refer to Note O for additional details on cash flow hedges.

Reclassifications from accumulated other comprehensive income (loss) for pension and post-employment benefits are included in the computation of the net periodic pension and post-employment benefit expense. Refer to Note K for additional details on pension and post-employment expenses.

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

Note M — Stock-based Compensation Expense

Stock-based compensation expense, which includes awards settled in shares and in cash, was $ 3.2 million and $ 8.8 million in the third quarter and first nine months of 2025, respectively, compared to $ 2.4 million and $ 7.7 million, respectively, in the same periods of 2024.

The Company granted 55,546 SARs to certain employees during the first nine months of 2025. The weighted-average exercise price per share and weighted-average fair value per share of the SARs granted during the nine months ended September 26, 2025 were $ 87.36 and $ 26.33 , respectively. The Company estimated the fair value of the SARs using the following weighted-average assumptions in the Black-Scholes model:


Risk-free interest rate	3.97	%
Dividend yield	0.62	%
Volatility	29.4	%
Expected term (in years)	4.7

The Company granted 4,946 and 109,819 stock-settled RSUs to certain employees during the third quarter and first nine months of 2025, respectively. The Company measures the fair value of stock-settled RSUs based on the closing market price of a share of Materion common stock on the date of the grant. The weighted-average fair value per share was $ 106.43 and $ 88.79 for stock-settled RSUs granted to employees during the third quarter and nine months ended September 26, 2025, respectively. RSUs are generally expensed over the vesting period of three years for employees.

The Company granted stock-settled performance-based restricted stock units (PRSUs) to certain employees in the first nine months of 2025. The weighted-average fair value of the stock-settled PRSUs was $ 106.34 per share and will be expensed over the vesting period of three years . The final payout to the employees for all PRSUs will be based upon the Company’s return on invested capital and its total return to shareholders over the vesting period relative to a peer group’s performance over the same period.

At September 26, 2025, unrecognized compensation cost related to the unvested portion of all stock-based awards was approximately $ 19.5 million, and is expected to be recognized over the remaining vesting period of the respective grants.

Note N — Fair Value of Financial Instruments

The Company measures and records financial instruments at fair value. A hierarchy is used for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs). The hierarchy consists of three levels:

Level 1 — Quoted market prices in active markets for identical assets and liabilities;

Level 2 — Inputs other than Level 1 inputs that are either directly or indirectly observable; and

Level 3 — Unobservable inputs developed using estimates and assumptions developed by the Company, which reflect

those that a market participant would use.

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

The following table summarizes the financial instruments measured at fair value in the Consolidated Balance Sheets as of September 26, 2025 and December 31, 2024:



(Thousands)	Total Carrying Value in the Consolidated Balance Sheets				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
	2025		2024		2025		2024		2025		2024		2025		2024
Financial Assets
Deferred compensation investments	$	7,066	$	6,050	$	7,066	$	6,050	$	—	$	—	$	—	$	—
Foreign currency forward contracts	412		1,671		—		—		412		1,671		—		—
Interest rate swap	2,112		4,603		—		—		2,112		4,603		—		—
Precious metal swaps	—		—		—		—		—		—		—		—
Total	$	9,590	$	12,324	$	7,066	$	6,050	$	2,524	$	6,274	$	—	$	—
Financial Liabilities
Deferred compensation liability	$	7,066	$	6,050	$	7,066	$	6,050	$	—	$	—	$	—	$	—
Foreign currency forward contracts	488		1,033		—		—		488		1,033		—		—
Interest Rate Swap	336		—						336		—				—
Precious metal swaps	—		—		—		—		—		—		—		—
Total	$	7,890	$	7,083	$	7,066	$	6,050	$	824	$	1,033	$	—	$	—

The Company uses a market approach to value the assets and liabilities for financial instruments in the table above. Outstanding contracts are valued through models that utilize market observable inputs, including both spot and forward prices, for the same underlying currencies, metals, and interest rates. The carrying values of the other working capital items and debt in the Consolidated Balance Sheets approximate fair values as of September 26, 2025 and December 31, 2024. The Company's deferred compensation investments and liabilities are based on the fair value of the investments corresponding to the employees’ investment selections, primarily in mutual funds, based on quoted prices in active markets for identical assets. Deferred compensation investments are primarily presented in Other assets. Deferred compensation liabilities are primarily presented in Other long-term liabilities.

Note O — Derivative Instruments and Hedging Activity

The Company uses derivative contracts to hedge exposure to movements in interest rates associated with borrowings, foreign currency exposures, and precious metal exposures. The objectives and strategies for using derivatives in these areas are as follows:

Interest Rate. On March 4, 2022, the Company entered into a $ 100.0 million interest rate swap to hedge the interest rate risk on the Credit Agreement described in Note Q. The swap hedges the change in 1-month Secured Overnight Financial Rate (SOFR) from March 4, 2022 to November 2, 2026. On March 21, 2023, the Company entered into two $ 50.0 million interest rate swaps to hedge the interest rate risk on the Credit Agreement described in Note Q. The swaps hedge the change in 1-month USD-SOFR. The purpose of these hedges is to manage the risk of changes in the monthly interest payments attributable to changes in the benchmark interest rate.

Foreign Currency. The Company sells a portion of its products to overseas customers in their local currencies, primarily the euro and yen. The Company secures foreign currency derivatives, mainly forward contracts and options, to hedge these anticipated sales transactions. The purpose of the hedge program is to protect against the reduction in the dollar value of foreign currency sales from adverse exchange rate movements. Should the dollar strengthen significantly, the decrease in the translated value of the foreign currency sales should be partially offset by gains on

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

the hedge contracts. Depending upon the methods used, the hedge contracts may limit the benefits from a weakening U.S. dollar.

The use of forward contracts locks in a firm rate and eliminates any downside from an adverse rate movement as well as any benefit from a favorable rate movement. The Company may from time to time choose to hedge with options or a tandem of options, known as a collar. These hedging techniques can limit or eliminate the downside risk but can allow for some or all of the benefit from a favorable rate movement to be realized. Unlike a forward contract, a premium is paid for an option; collars, which are a combination of a put and call option, may have a net premium but can be structured to be cash neutral. The Company will primarily hedge with forward contracts due to the relationship between the cash outlay and the level of risk.

The use of foreign currency derivative contracts is governed by policies approved by the Audit Committee of the Board of Directors. A team consisting of senior financial managers reviews the estimated exposure levels, as defined by budgets, forecasts, and other internal data, and determines the timing, amounts, and nature of instruments to use to hedge exposures. Management analyzes the effective hedged rates and the actual and projected gains and losses on the hedging transactions against the program objectives, targeted rates, and levels of risk assumed. Foreign currency contracts are typically layered in at different times for a specified exposure period in order to minimize the impact of market rate movements.

Precious Metals. The Company maintains the majority of its precious metal production requirements on consignment in order to reduce its working capital investment and the exposure to metal price movements. When a product containing precious metal is fabricated and delivered to the customer, the metal content is purchased out of consignment based on the current market price. The price paid by the Company for the precious metal forms the basis for the price charged to the customer for the metal content in the product. This methodology allows for changes in either direction in the market prices of the precious metals used by the Company to be passed through to the customer and reduces the impact changes in prices could have on the Company's margins and operating profit. The consigned metal is owned by precious metal consignors that charge the Company consignment fees based upon the value of the metal as it fluctuates while on consignment. Each precious metal consignor retains title to its consigned precious metal until it is purchased by the Company, and it is the Company’s typical practice to purchase metal out of consignment only after a product containing that metal has been purchased by one of our customers.

In certain instances, a customer may want to fix the price for the precious metal at the time the sales order is placed rather than at the time of shipment. Setting the sales price at a different date than when the material would be purchased out of consignment potentially creates an exposure to movements in the market price of the metal. Therefore, in these limited situations, the Company may elect to enter into a forward contract to purchase precious metal. The forward contract allows the Company to purchase metal at a fixed price on a specific future date. The price in the forward contract serves as the basis for the price to be charged to the customer. By doing so, the selling price and purchase price are matched, and the Company's price exposure is reduced.

The Company refines precious metal-containing materials for its customers and typically will purchase the refined metal from the customer at current market prices. In limited circumstances, the customer may want to fix the price to be paid at the time of the order as opposed to when the material is refined. The customer may also want to fix the price for a set period of time. The Company may then elect to enter into a hedge contract, either a forward contract or a swap, to fix the price for the estimated quantity of metal to be refined and purchased, thereby reducing the exposure to adverse movements in the price of the metal. The Company may also enter into hedges to mitigate the risk relating to the prices of the metals that we process or refine.

In certain circumstances, the Company also refines metal from the customer and may retain a portion of the refined metal as payment. The Company may elect to enter into a forward contract to sell precious metal to reduce the Company's price exposure in these instances.

The Company may, from time to time, elect to purchase precious metal and hold in inventory rather than on consignment due to potential credit line limitations or other factors. These purchases are infrequent and, when made are typically held for a short duration. A forward contract will be secured at the time of the purchase to fix the price to be paid when the metal is transferred back to the consignment line, thereby limiting any price exposure during the time when the metal was owned by the Company.

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

The Company will only enter into a derivative contract if there is an underlying identified exposure. Contracts are typically held to maturity. The Company does not engage in derivative trading activities and does not use derivatives for speculative purposes. The Company only uses hedge contracts that are denominated in the same currency or metal as the underlying exposure.

All derivatives are recorded on the balance sheet at fair value. If a derivative is designated and effective as a cash flow hedge, changes in the fair value of the derivative are recognized in other comprehensive income (OCI) and reclassified into income in the same period or periods during which the hedged transaction affects earnings. The ineffective portion of a derivative's fair value, if any, is recognized in earnings immediately. If a derivative is not a hedge, changes in the fair value are adjusted through income. The fair values of the outstanding derivatives are recorded on the balance sheet as assets (if the derivatives are in a gain position) or liabilities (if the derivatives are in a loss position). The derivative assets and liabilities are classified as short-term or long-term depending upon the contract maturity date.

The following table summarizes the notional amount and the fair value of the Company’s outstanding derivatives not designated as hedging instruments (on a gross basis) and the balance sheet classification as of September 26, 2025 and December 31, 2024:


	September 26, 2025				December 31, 2024
(Thousands)	Notional Amount		Fair Value		Notional Amount		Fair Value
Foreign currency forward contracts
Prepaid and other current assets	$	28,817	$	412	$	24,532	$	1,365
Other liabilities and accrued items	35,956		483		45,679		1,031

These outstanding foreign currency derivatives were related to balance sheet hedges and intercompany loans. Other-net included $ 0.1 million and $ 2.1 million of foreign currency losses related to derivatives in the third quarter and first nine months of 2025, respectively, compared to $ 0.2 million of foreign currency losses and $ 0.2 million of foreign currency gains in the third quarter and first nine months of 2024, respectively.

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

The following table summarizes the notional amount and the fair value of the Company’s outstanding derivatives designated as cash flow hedges (on a gross basis) and balance sheet classification as of September 26, 2025 and December 31, 2024:


	September 26, 2025
			Fair Value
(Thousands)	Notional Amount		Prepaid and other current assets		Other assets		Other liabilities and accrued items		Other long-term liabilities
Foreign currency forward contracts - yen	$	229	$	—	$	—	$	5	$	—
Foreign currency forward contracts - euro	—		—		—		—		—
Precious metal swaps	—		—		—		—		—
Interest rate swap	200,000		1,873		239		233		103
Total	$	200,229	$	1,873	$	239	$	238	$	103

	December 31, 2024
			Fair Value
	Notional Amount		Prepaid and other current assets		Other assets		Other liabilities and accrued items		Other long-term liabilities

Foreign currency forward contracts - yen	$	1,427	$	70	$	—	$	2	$	—
Foreign currency forward contracts - euro	5,955		236		—		—		—
Precious metal swaps	—		—		—		—		—
Interest rate swap	200,000		2,701		1,902		—		—
Total	$	207,382	$	3,007	$	1,902	$	2	$	—

All of the contracts summarized above were designated and effective as cash flow hedges. We expect to reclassify $ 1.6 million of net gains into earnings in the next 12 months contemporaneously with the earnings effects of the related forecasted transactions. At September 26, 2025, the maximum term of derivative instruments that hedge forecasted transactions was approximately four years . Refer to Note L for further details related to OCI.

The following table summarizes the amounts reclassified from accumulated other comprehensive income relating to the Company’s outstanding derivatives designated as cash flow hedges and associated income statement classification as of the third quarter and first nine months of 2025 and 2024:


		Third Quarter Ended
(Thousands)		September 26, 2025		September 27, 2024
Hedging relationship	Line item
Foreign currency forward contracts	Net sales	$	( 9 )	$	( 135 )
Precious metal swaps	Cost of sales	—		295
Interest rate swap	Interest expense - net	( 797 )		( 1,294 )
Total		$	( 806 )	$	( 1,134 )

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)


		Nine Months Ended
(Thousands)		September 26, 2025		September 27, 2024
Hedging relationship	Line item
Foreign currency forward contracts	Net sales	$	( 103 )	$	( 335 )
Precious metal swaps	Cost of sales	—		564
Interest rate swap	Interest expense - net	( 2,354 )		( 3,856 )
Total		$	( 2,457 )	$	( 3,627 )

Note P — Contingencies

Legal Proceedings . The Company is party to several pending legal proceedings and claims arising in the normal course of business. The Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In the event the Company determines that a loss is not probable, but is reasonably possible, and it becomes possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include disclosure related to such matters. To the extent there is a reasonable possibility that the losses could exceed any amounts accrued, the Company will adjust the accrual in the period the determination is made, disclose an estimate of the additional loss or range of loss, indicate that the estimate is immaterial with respect to its financial statements as a whole or, if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made.

Environmental Proceedings. The Company has an active environmental compliance program and records reserves for the probable cost of identified environmental remediation projects. The reserves are established based upon analyses conducted by the Company’s engineers and outside consultants and are adjusted from time to time based upon ongoing studies, the difference between actual and estimated costs, and other factors. The reserves may also be affected by rulings and negotiations with regulatory agencies. The undiscounted reserve balance was $ 3.5 million and $ 4.6 million at September 26, 2025 and December 31, 2024, respectively, and is included in Other liabilities and accrued items and Other long-term liabilities on the Consolidated Balance Sheet. Environmental projects tend to be long-term, and the final actual remediation costs may differ from the amounts currently recorded.

Note Q — Debt


(Thousands)	September 26, 2025		December 31, 2024
Borrowings under Credit Agreement	$	230,125	$	198,875
Borrowings under the Term Loan Facility	223,594		240,000
Overdraft Sweep Facility	2,921		123
Foreign debt	2,250		4,901
Total debt outstanding	458,890		443,899
Current portion of long-term debt	( 10,166 )		( 34,274 )
Gross long-term debt	448,724		409,625
Unamortized deferred financing fees	( 1,952 )		( 1,891 )
Long-term debt	$	446,772	$	407,734

In June 2025, the Company entered into a Fifth Amended and Restated Credit Agreement (Credit Agreement). The Credit Agreement refinanced the revolving credit facility and term loan facility provided under Materion's previous Fourth Amended and Restated Credit Agreement, dated October 27, 2021 (as amended). Among other things, the Credit Agreement provides for a $ 450 million senior secured revolving credit facility (Revolving Credit Facility) and a $ 225 million senior secured term loan facility (Term Loan Facility and, together with the Revolving Credit Facility, Credit Facilities). The Term Loan Facility was fully drawn on June 26, 2025. The Credit Facilities mature on June 26, 2030.

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

As of September 26, 2025 and December 31, 2024, the Company had $ 230.1 million outstanding at an average interest rate of 5.70 % and $ 198.9 million outstanding at an average interest rate of 6.27 %, respectively, under its revolving credit facility. The available borrowing capacity under the Revolving Credit Facility as of September 26, 2025 was approximately $ 214.2 million. The Company has the option to repay or borrow additional funds under the Revolving Credit Facility until the maturity date in 2030. In connection with the Revolving Credit Facility, the administrative agent provides the Company with an overdraft sweep facility that the Company uses on a daily basis for short-term cash needs. As of September 26, 2025, the overdraft sweep facility had a balance of $ 2.9 million. The overdraft sweep facility allows for an additional $ 30.0 million of liquidity. The Credit Agreement includes covenants subject to a maximum leverage ratio and a minimum fixed charge coverage ratio. We were in compliance with all of our debt covenants as of September 26, 2025.

The balance outstanding on the term loan facility as of September 26, 2025 and December 31, 2024 was $ 223.6 million and $ 240.0 million, respectively.

At September 26, 2025 and December 31, 2024, there was $ 5.7 million and $ 7.1 million, respectively, outstanding against the letters of credit sub-facility.


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

OVERVIEW

We are an integrated producer of high-performance advanced engineered materials used in a variety of electronic, thermal, and structural applications. Our products are sold into numerous end markets, including semiconductor, industrial, aerospace and defense, automotive, consumer electronics, energy, and telecom and data center.

RESULTS OF OPERATIONS

Third Quarter


	Third Quarter Ended
	September 26,			September 27,			$		%
(Thousands, except per share data)	2025			2024			Change		Change
Net sales	$	444,808		$	436,715		$	8,093	2	%
Value-added sales	263,949			263,828			121		—	%
Gross margin	86,123			80,938			5,185		6	%
Gross margin as a % of net sales	19		%	19		%
Gross margin as a % of value-added sales	33		%	31		%
Selling, general, and administrative (SG&A) expense	38,256			35,009			3,247		9	%
SG&A expense as a % of net sales	9		%	8		%
SG&A expense as a % of value-added sales	14		%	13		%
Research and development (R&D) expense	6,548			7,868			(1,320)		(17)	%
R&D expense as a % of net sales	1		%	2		%
R&D expense as a % of value-added sales	2		%	3		%
Restructuring expense	212			1,493			(1,281)		(86)	%
Other—net	6,164			5,309			855		16	%
Operating profit	34,943			31,259			3,684		12	%
Other non-operating (income)—net	(711)			(642)			(69)		11	%
Interest expense—net	7,544			8,839			(1,295)		(15)	%
Income before income taxes	28,110			23,062			5,048		22	%
Income tax expense	2,698			768			1,930		251	%
Net income	$	25,412		$	22,294		$	3,118	14	%

Diluted earnings per share	$	1.22		$	1.07		$	0.15	14	%

Net sales of $444.8 million in the third quarter of 2025 increased $8.1 million from $436.7 million in the third quarter of 2024. An increase in net sales in the Electronic Materials and Precision Optics segments were partially offset by a decrease in the Performance Materials segment.

The increase in the Electronic Materials segment was primarily due to higher precious metal pass through costs, increasing net sales by approximately $48.5 million when compared to the prior year period, partially offset by a decrease in volume of precious metal sales of $27.5 million driven by. The decrease in precious metal sales was primarily due to the impact of the divestiture of the target business in Albuquerque, New Mexico that occurred in the fourth quarter of 2024. Sales volumes for the Performance Materials segment were unfavorably impacted by equipment downtime. At the Company level, a decrease in the energy (17%) end market was partially offset by a $4.8 million increase in the volume of raw material beryllium hydroxide sales compared to the same period in the prior year. See Note C to the Consolidated Financial Statements for additional details on the year over year changes in our net sales by segment and market.

Value-added sales is a non-GAAP financial measure that removes the impact of pass-through metal costs and allows for analysis without the distortion of the movement or volatility in precious metal market prices and changes in mix due to customer-supplied material. Internally, we manage our business on this basis, and a reconciliation of net sales, the most directly comparable GAAP financial measure, to value-added sales is included herein. Value-added sales in the third quarter of 2025 was relatively flat with the third quarter of 2024. Volume decreases were impacted by equipment downtime in the Performance Materials segment as well as a decrease in the energy (24%) end market. These decreases were partially offset by a $4.8 million year over year increase in raw material beryllium hydroxide sales compared to the third quarter of 2024.

Gross margin in the third quarter of 2025 was $86.1 million, an increase of 6% compared to the third quarter of 2024. Gross margin expressed as a percentage of net sales was 19% in both the third quarter of 2025 and 2024. Gross margin expressed as a percentage of value-added sales was 33% in the third quarter of 2025 compared to 31% in the third quarter of 2024. The increase in gross margin is primarily due to favorable mix, primarily in the Electronic Materials segment, partially offset by production inefficiencies in the Performance Materials segment.

SG&A expense was $38.3 million in the third quarter of 2025, compared to $35.0 million in the third quarter of 2024. The increase in SG&A expense was primarily due to timing of incentive compensation accruals due to year to date performance. Expressed as a percentage of net sales, SG&A expense was 9% and 8% in the third quarter of 2025 and 2024, respectively. Expressed as a percentage of value-added sales, SG&A expense was 14% and 13% in the third quarter of 2025 and 2024, respectively.

R&D expense consists primarily of direct personnel and material costs for product innovation including pre-production development, evaluation, and testing of new products, prototypes, and applications to deliver new high performing advanced materials to our customers. R&D expense accounted for 1% and 2% of net sales in the third quarter of 2025 and 2024, respectively. R&D expense accounted for 2% and 3% of value-added sales in the third quarter of of 2025 and 2024, respectively. The decrease was driven by project timing.

Restructuring expense consists primarily of cost reduction actions taken in order to reduce our fixed cost structure. In the third quarter of 2025, we recorded $0.2 million of restructuring charges primarily in our Electronic Materials segment. In the third quarter of 2024, we recorded $1.5 million of restructuring charges across all segments. See Note E to the Consolidated Financial Statements for further discussion.

Other-net was $6.2 million of expense in the third quarter of 2025, or a $0.9 million increase from the third quarter of 2024. Refer to Note F to the Consolidated Financial Statements for details of the major components within Other-net.

Other non-operating (income)-net includes components of pension and post-retirement expense other than service costs. Refer to Note K to the Consolidated Financial Statements for details of the components.

Interest expense-net was $7.5 million and $8.8 million in the third quarter of 2025 and 2024, respectively. The decrease in interest expense is primarily due to an decrease in interest rates and borrowings compared to the prior year period.

Income tax expense for the third quarter of 2025 was $2.7 million, compared to $0.8 million in the third quarter of 2024. The effective tax rate for the third quarter of 2025 and 2024 was 9.6% and 3.3%, respectively. The effective tax rate for 2025 is lower than the statutory tax rate primarily due to the impact of percentage depletion, the advanced manufacturing production credit, and the foreign derived intangible income deduction. The effective tax rate for 2024 was lower than the statutory tax rate primarily due to the impact of percentage depletion, research and development and production tax credits, and the foreign derived intangible income deduction. See Note G to the Consolidated Financial Statements for additional discussion.

One Big Beautiful Bill Act

We have evaluated the impact of the OBBBA on our consolidated financial statements, including the effects on our annual effective tax rate, deferred tax assets and liabilities, and cash flows. Based on our analysis, we expect there to be a positive impact on cash flow in 2025 and future years, primarily driven by the changes to the limitation on the deductibility of interest expense in the OBBBA. We do not expect the OBBBA to have a material impact on our annual effective tax rate in 2025.

Nine Months


	Nine Months Ended
	September 26,			September 27,			$		%
(Thousands, except per share data)	2025			2024			Change		Change
Net sales	$	1,296,796		$	1,247,868		$	48,928	4	%
Value-added sales	792,265			801,509			(9,244)		(1)	%
Gross margin	244,960			233,009			11,951		5	%
Gross margin as a % of net sales	19		%	19		%
Gross margin as a % of value-added sales	31		%	29		%
SG&A expense	108,740			104,454			4,286		4	%
SG&A expense as a % of net sales	8		%	8		%
SG&A expense as a % of value-added sales	14		%	13		%
R&D expense	19,466			22,712			(3,246)		(14)	%
R&D expense as a % of net sales	2		%	2		%
R&D expense as a % of value-added sales	2		%	3		%
Restructuring (income) expense	2,729			6,161			(3,432)		(56)	%
Other—net	15,068			14,112			956		7	%
Operating profit	98,957			85,570			13,387		16	%
Other non-operating (income)—net	(1,944)			(1,925)			(19)		1	%
Interest expense—net	22,691			25,920			(3,229)		(12)	%
Income before income taxes	78,210			61,575			16,635		27	%
Income tax expense	9,960			6,836			3,124		46	%
Net income	$	68,250		$	54,739		$	13,511	25	%

Diluted earnings per share	$	3.27		$	2.61		$	0.66	25	%

Net sales of $1,296.8 million in the first nine months of 2025 increased $48.9 million from $1,247.9 million in the first nine months of 2024. Increases in net sales in the Electronic Materials and Precision Optics segments were partially offset by a decrease in the Performance Materials segment. The increase in the Electronic Materials segment was primarily due to higher precious metal pass through costs, increasing net sales by approximately $127.0 million when compared to the prior year period, partially offset by a decrease in precious metal sales of $58.6 million. The decrease in precious metal sales was primarily due to the impact of the divestiture of the target business in Albuquerque, New Mexico that occurred in the fourth quarter of 2024.

At the Company level, a volume decreases in the consumer electronics (9%) end market was partially offset by a volume increase in the energy (8%) end market. Additionally, there was a $7.2 million year over year increase in the volume of raw material beryllium hydroxide sales compared to the same period in the prior year. See Note C to the Consolidated Financial Statements for additional details on the year over year changes in our net sales by segment and market.

Value-added sales of $792.3 million in the first nine months of 2025 decreased $9.2 million, or 1%, compared to the first nine months of 2024. The decrease in value-added sales was impacted by a $10.5 million decrease in sales in the first nine months of 2025 compared to the same period in the prior year due to the divestiture of the target business in Albuquerque, New Mexico that occurred in the fourth quarter of 2024. Additionally, there was a volume decrease in the consumer electronics (11%) end market, which was partially offset by an increase in the energy (8%) end market. In addition, there was a $7.2 million year over year increase in the volume of raw material beryllium hydroxide sales compared to the same period in the prior year.

Gross margin in the first nine months of 2025 was $245.0 million, an increase of 5% compared to the first nine months of 2024. Gross margin expressed as a percentage of net sales was 19% in the first nine months of 2025 and 2024. Gross margin expressed as a percentage of value-added sales increased to 31% in the first nine months of 2025 from 29% in the first nine months of 2024. Despite the impact of lower sales volumes in the first nine months of 2025, the Company experienced improved manufacturing performance, resulting in favorable margins in 2025. Gross margin in the first nine months of 2024

was unfavorably impacted by the significant pre-production costs and manufacturing inefficiencies associated with the ramp of the wide area clad facility.

SG&A expense was $108.7 million in the first nine months of 2025, compared to $104.5 million in the first nine months of 2024. The increase in SG&A expense was primarily due to timing of incentive compensation accruals due to year to date performance. Expressed as a percentage of net sales, SG&A expense was 8% in the first nine months of 2025 and 2024, respectively. Expressed as a percentage of value-added sales, SG&A expense was 14% and 13% in the first nine months of 2025 and 2024, respectively.

R&D expense consists primarily of direct personnel and material costs for product innovation including pre-production development, evaluation, and testing of new products, prototypes, and applications to deliver new high performing advanced materials to our customers. R&D expense accounted for 2% of net sales in the first nine months of both 2025 and 2024. R&D expense accounted for 2% and 3% of value-added sales in the first nine months of 2025 and 2024, respectively.

Restructuring (income) expense consists primarily of cost reduction actions taken in order to reduce our fixed cost structure. In the first nine months of 2025, we recorded a combined total of $2.7 million of restructuring charges in our Electronic Materials, Precision Optics, Performance Materials and Other segments. In the first nine months of 2024, we recorded a combined total of $6.2 million of restructuring charges primarily in our Precision Optics, Electronic Materials, Performance Materials and Other segments. Refer to Note E to the Consolidated Financial Statements for details.

Other-net was $15.1 million of expense in the first nine months of 2025, or a $1.0 million increase from the first nine months of 2024. Refer to Note F to the Consolidated Financial Statements for details of the major components within Other-net.

Interest expense-net was $22.7 million and $25.9 million in the first nine months of 2025 and 2024, respectively. The decrease in interest expense is primarily due to an decrease in interest rates and borrowings compared to the prior year period.

Income tax expense for the first nine months of 2025 was $10.0 million, compared to $6.8 million in the nine months of 2024. The Company's effective tax rate for the first nine months of 2025 and 2024 was 12.7% and 11.1%, respectively. The effective tax rate for the first nine months of 2025 includes a net discrete income tax benefit of $0.7 million, primarily consisting of prior year return-to-provision adjustments recorded. The effective tax rate for the first nine months of 2024 included a nominal amount of discrete income tax expense primarily consisting of $1.0 million of excess tax benefits from stock-based compensation awards offset by a $1.1 million valuation allowance recorded against deferred tax assets that are not likely to be realized for one of the Company’s foreign subsidiaries. See Note G to the Consolidated Financial Statements for additional discussion.

Value-Added Sales - Reconciliation of Non-GAAP Financial Measure

A reconciliation of net sales to value-added sales, a non-GAAP financial measure, for each reportable segment and for the total Company for the third quarter and first nine months of 2025 and 2024 is as follows:


	Third Quarter Ended				Nine Months Ended
	September 26,		September 27,		September 26,		September 27,
(Thousands)	2025		2024		2025		2024
Net sales
Performance Materials	$	170,787	$	177,376	$	527,552	$	533,534
Electronic Materials	246,837		236,906		696,059		641,564
Precision Optics	27,184		22,433		73,185		72,770
Other	—		—		—		—
Total	$	444,808	$	436,715	$	1,296,796	$	1,247,868

Less: pass-through metal costs
Performance Materials	$	13,681	$	13,768	$	41,889	$	41,283
Electronic Materials	167,137		159,067		462,497		404,953
Precision Optics	41		52		145		123
Other	—		—		—		—
Total	$	180,859	$	172,887	$	504,531	$	446,359

Value-added sales
Performance Materials	$	157,106	$	163,608	$	485,663	$	492,251
Electronic Materials	79,700		77,839		233,562		236,611
Precision Optics	27,143		22,381		73,040		72,647
Other	—		—		—		—
Total	$	263,949	$	263,828	$	792,265	$	801,509

Internally, management reviews net sales on a value-added basis. Value-added sales is a non-GAAP financial measure that deducts the value of the pass-through precious metal market costs from net sales. Value-added sales allow management to assess the impact of differences in net sales between periods, segments, or markets, and analyze the resulting margins and profitability without the distortion of movements in pass-through market metal costs. The dollar amount of gross margin and operating profit is not affected by the value-added sales calculation. We sell other metals and materials that are not considered direct pass-throughs, and these costs are not deducted from net sales when calculating value-added sales. Non-GAAP financial measures, such as value-added sales, have inherent limitations and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP.

The cost of gold, silver, platinum, palladium, copper, ruthenium, iridium, rhodium, rhenium, and osmium can be quite volatile. Our pricing policy is to directly pass the market cost of these metals on to the customer in order to mitigate the impact of metal price volatility on our results from operations. Trends and comparisons of net sales are affected by movements in the market prices of these metals, but changes in net sales due to metal price movements may not have a proportionate impact on our profitability.

Our net sales are also affected by changes in the use of customer-supplied metal. When we manufacture a precious metal product, the customer may purchase metal from us or may elect to provide its own metal, in which case we process the metal on a toll basis and the metal value does not flow through net sales or cost of sales. In either case, we generally earn our margin based upon our fabrication efforts. The relationship of this margin to net sales can change depending upon whether or not the

product was made from our metal or the customer’s metal. The use of value-added sales removes the potential distortion in the comparison of net sales caused by changes in the level of customer-supplied metal.

By presenting information on net sales and value-added sales, it is our intention to allow users of our financial statements to review our net sales with and without the impact of the pass-through metals.

Segment Results

The Company consists of four reportable segments: Performance Materials, Electronic Materials, Precision Optics, and Other. The Other reportable segment includes unallocated corporate costs.

Performance Materials

Third Quarter


	Third Quarter Ended
	September 26,		September 27,		$		%
(Thousands)	2025		2024		Change		Change
Net sales	$	170,787	$	177,376	$	(6,589)	(4)	%
Value-added sales	157,106		163,608		(6,502)		(4)	%
EBITDA	36,911		44,802		(7,891)		(18)	%

Net sales from the Performance Materials segment of $170.8 million in the third quarter of 2025 decreased 4% compared to net sales of $177.4 million in the third quarter of 2024. The decrease in sales was due to lower sales volumes in the energy (34%), aerospace and defense (10%) and automotive (16%) end markets primarily due to equipment downtime. These decreases were partially offset by a $4.8 million year over year increase in the volume of raw material beryllium hydroxide sales compared to the third quarter of 2024.

Value-added sales of $157.1 million in the third quarter of 2025 were 4% lower than value-added sales of $163.6 million in the third quarter of 2024. The decrease in value-added sales was due to the same factors driving the decrease in net sales.

EBITDA for the Performance Materials segment was $36.9 million in the third quarter of 2025, compared to $44.8 million in the third quarter of 2024. The decrease in EBITDA was driven by lower sales volumes as a result of equipment down time.

Nine Months


	Nine Months Ended
	September 26,		September 27,		$		%
(Thousands)	2025		2024		Change		Change
Net sales	$	527,552	$	533,534	$	(5,982)	(1)	%
Value-added sales	485,663		492,251		(6,588)		(1)	%
EBITDA	118,678		115,893		2,785		2	%

Net sales from the Performance Materials segment of $527.6 million in the first nine months of 2025 decreased 1% compared to net sales of $533.5 million in the first nine months of 2024. The decrease in sales was due to lower sales volumes in the consumer electronics (10%) and automotive (11%) end markets. These decreases were partially offset by increased volumes in the energy (24%) end market. Additionally, there was a $7.2 million year over year increase in the volume of raw material beryllium hydroxide sales compared to the first nine months of 2024.

Value-added sales of $485.7 million in the first nine months of 2025 were 1% lower than value-added sales of $492.3 million in the first nine months of 2024. The decrease in value-added sales was due to the same factors driving the decrease in net sales.

EBITDA for the Performance Materials segment was $118.7 million in the first nine months of 2025 compared to $115.9 million in the first nine months of 2024. The unfavorable impacts of lower sales volumes were partially offset by manufacturing efficiencies and improved margins for the first nine months of 2025 compared to the first nine months of 2024. Additionally, there were higher costs associated with the production ramp of the precision clad strip facility in the first nine months of 2024 that did not recur in 2025, driving the increase in EBITDA.

Electronic Materials

Third Quarter


	Third Quarter Ended
	September 26,		September 27,		$		%
(Thousands)	2025		2024		Change		Change
Net sales	$	246,837	$	236,906	$	9,931	4	%
Value-added sales	79,700		77,839		1,861		2	%
EBITDA	20,925		12,309		8,616		70	%

Net sales from the Electronic Materials segment of $246.8 million in the third quarter of 2025 were 4% higher than net sales of $236.9 million in the third quarter of 2024. The increase in net sales was primarily due to higher precious metal pass through costs, which increased net sales by $48.5 million compared to the third quarter of 2024. This was partially offset by a decrease in precious metal sales of $27.5 million in the third quarter of 2025 compared to the third quarter of 2024. The decrease in precious metal sales was primarily due to the impact of the divestiture of the target business in Albuquerque, New Mexico that occurred in the fourth quarter of 2024.

Value-added sales of $79.7 million in the third quarter of 2025 increased 2% compared to value-added sales of $77.8 million in the third quarter of 2024. Overall sales volumes were relatively flat in the third quarter of 2025 compared to the third quarter of 2024, consistent with value-added sales.

EBITDA for the Electronic Materials segment was $20.9 million in the third quarter of 2025 compared to $12.3 million in the third quarter of 2024. EBITDA was impacted by favorable price/mix and production efficiencies in the third quarter of 2025, compared to the same period in the prior year.

Nine Months


	Nine Months Ended
	September 26,		September 27,		$		%
(Thousands)	2025		2024		Change		Change
Net sales	$	696,059	$	641,564	$	54,495	8	%
Value-added sales	233,562		236,611		(3,049)		(1)	%
EBITDA	49,604		40,118		9,486		24	%

Net sales from the Electronic Materials segment of $696.1 million in the first nine months of 2025 were 8% higher than net sales of $641.6 million in the first nine months of 2024. The increase in net sales was primarily due to higher precious metal pass through costs, increasing net sales by approximately $127.0 million when compared to the prior year period, partially offset by a decrease in precious metal sales of $58.6 million. The decrease in precious metal sales was primarily due to the impact of the divestiture of the target business in Albuquerque, New Mexico that occurred in the fourth quarter of 2024. Additionally, there were lower sales volumes in the automotive (40%) end market in the first nine months of 2025, compared to the same period in the prior year.

Value-added sales of $233.6 million in the first nine months of 2025 decreased 1% compared to value-added sales of $236.6 million in the first nine months of 2024. The decrease in value-added sales was driven by decreased sales volumes in the energy (19%) end markets as well as decrease in sales volumes due to the impact of the divestiture of the target business in Albuquerque, New Mexico that occurred in the fourth quarter of 2024.

EBITDA for the Electronic Materials segment was $49.6 million in the first nine months of 2025 compared to $40.1 million in the first nine months of 2024. EBITDA was impacted by favorable price/mix and production efficiencies in the first nine months of 2025, compared to the same period in the prior year.

Precision Optics

Third Quarter


(Thousands)	Third Quarter Ended
	September 26,		September 27,		$		%
	2025		2024		Change		Change
Net sales	$	27,184	$	22,433	$	4,751	21	%
Value-added sales	27,143		22,381		4,762		21	%
EBITDA	3,231		(39)		3,270		n.m.

Net sales from the Precision Optics segment of $27.2 million in the third quarter of 2025 increased 21% compared to net sales of $22.4 million in the third quarter of 2024. The increase was primarily due to higher sales volumes in the aerospace and defense end market (62%).

Value-added sales of $27.1 million in the third quarter of 2025 increased 21% compared to value-added sales of $22.4 million in the third quarter of 2024. The increase in value-added sales was due to the same factors driving the increase in net sales.

EBITDA for the Precision Optics segment was $3.2 million in the third quarter of 2025 compared to a slight loss in the third quarter of 2024. The increase in EBITDA was due to the impact of higher sales volumes as well as the various cost control initiatives implemented in 2024 and throughout 2025.

Nine Months


(Thousands)	Nine Months Ended
	September 26,		September 27,		$		%
	2025		2024		Change		Change
Net sales	$	73,185	$	72,770	$	415	1	%
Value-added sales	73,040		72,647		393		1	%
EBITDA	3,848		1,297		2,551		197	%

Net sales from the Precision Optics segment of $73.2 million in the first nine months of 2025 increased 1% compared to net sales of $72.8 million in the first nine months of 2024. The increase was primarily due to higher sales volumes in the aerospace and defense (28%) end market.

Value-added sales of $73.0 million in the first nine months of 2025 increased 1% compared to value-added sales of $72.6 million in the first nine months of 2024. The increase in value-added sales was due to the same factors driving the increase in net sales.

EBITDA for the Precision Optics segment was $3.8 million in the first nine months of 2025 compared to $1.3 million in the first nine months of 2024. The increase in EBITDA was due to the impact of the various cost control initiatives implemented in 2024 and throughout 2025.

Other

Third Quarter


(Thousands)	Third Quarter Ended
	September 26,		September 27,		$		%
	2025		2024		Change		Change
Net sales	$	—	$	—	$	—	—	%
Value-added sales	—		—		—		—	%
EBITDA	(7,909)		(6,578)		(1,331)		20	%

The Other reportable segment in total includes unallocated corporate costs.

Corporate costs were $7.9 million in the third quarter of 2025 compared to $6.6 million in the third quarter of 2024. Corporate costs as a percent of Company-wide value-added sales increased from 2% in the third quarter of 2024 to 3% in the third quarter of 2025. The increase in corporate costs in the third quarter of 2025 compared to the third quarter of 2024 is primarily driven by changes in variable-based compensation and incentives.

Nine Months


(Thousands)	Nine Months Ended
	September 26,		September 27,		$		%
	2025		2024		Change		Change
Net sales	$	—	$	—	$	—	—	%
Value-added sales	—		—		—		—	%
EBITDA	(19,678)		(18,522)		(1,156)		6	%

Corporate costs were $19.7 million in the first nine months of 2025 compared to $18.5 million in the first nine months of 2024. Corporate costs were 2% of Company-wide value-added sales in the first nine months of both 2025 and 2024. The increase in corporate costs was driven by changes in variable-based compensation and incentives. This increase was partially offset by a decrease in corporate expenses due to continued cost control initiatives implemented throughout 2024 and into 2025.

FINANCIAL POSITION

Cash Flow

A summary of cash flows provided by (used in) operating, investing, and financing activities is as follows:


	Nine Months Ended
	September 26,		September 27,		$
(Thousands)	2025		2024		Change
Net cash provided by operating activities	$	83,724	$	11,564	$	72,160
Net cash (used in) investing activities	(77,261)		(60,545)		(16,716)
Net cash (used in)/provided by financing activities	(8,417)		52,926		(61,343)
Effects of exchange rate changes	1,652		635		1,017
Net change in cash and cash equivalents	$	(302)	$	4,580	$	(4,882)

Net cash provided by operating activities totaled $83.7 million in the first nine months of 2025 versus $11.6 million in the prior year period. In addition to the $13.4 million increase in operating income, the increase in cash provided by operating activities was favorably impacted by the Company’s continued working capital initiatives, specifically efforts focused around cash collection, which resulted in incremental cash flow of $23.6 million, and timing of quarter-end payments related to payables and accruals, which resulted in incremental cash flow of $17.8 million. Further, throughout 2025, the Company has focused on maintaining reduced inventory levels consistent with the levels achieved at December 31, 2024. This resulted in incremental cash flow of approximately $12.2 million, when comparing to the first nine months of 2024. Lastly, there was a smaller increase in prepaid assets in the first nine months of 2025 compared to the increase in the first nine months of 2024, primarily due to an increase in prepaid taxes in the prior year, resulting in an increase in operating cash flow of $3.6 million.

Net cash used in investing activities was $77.3 million in the first nine months of 2025 compared to $60.5 million in the prior year period. The increase in cash used is primarily due to the July 2025 acquisition of certain manufacturing assets for tantalum solutions from Konasol, Co., Ltd., a Korean manufacturer serving the semiconductor and adjacent market, resulting in a $19.5 million outflow. Refer to Note B for additional detail. Additionally, the usage related to payments for mine development increased $9.6 million, offset by a lower decrease in cash used for capital expenditures of $12.0 million, when compared to the first nine months of 2024.

Capital expenditures are made primarily for new product development, replacing and upgrading equipment, infrastructure investments, and implementing information technology initiatives. For the full year 2025, the Company expects payments for property, plant, and equipment to be approximately $70 million.

Net cash used in financing activities totaled $8.4 million in the first nine months of 2025 and compared to net cash provided by financing activities of $52.9 million in the comparable prior year period. The net financing cash outflow in the first nine months of 2025 was primarily driven by debt repayments, made possible by increased cash levels resulting from the Company's ongoing working capital initiatives and lower capital spend, compared to an inflow in the prior year used to support business growth.

Liquidity

We believe cash flow from operations plus the available borrowing capacity and our current cash balance are adequate to support operating requirements, capital expenditures, projected pension plan contributions, the current dividend program, environmental remediation projects, and strategic acquisitions for at least the next twelve months and for the foreseeable future thereafter. At September 26, 2025, cash and cash equivalents held by our foreign operations totaled $15.0 million. We do not expect restrictions on repatriation of cash held outside of the United States to have a material effect on our overall liquidity, financial condition, or results of operations for the foreseeable future.

Other sources of liquidity include uncommitted short-term lines of credit for certain of the Company's foreign subsidiaries, which currently provide for borrowings of up to $22.8 million. At September 26, 2025, the Company had borrowings outstanding of $1.3 million, which reduced the aggregate availability under these facilities to $21.5 million.

A summary of key data relative to our liquidity, including outstanding debt, cash, and available borrowing capacity, as of September 26, 2025 and December 31, 2024 is as follows:


	September 26,		December 31,
(Thousands)	2025		2024
Cash and cash equivalents	$	16,411	$	16,713
Total outstanding debt	456,938		442,008
Net debt	$	(440,527)	$	(425,295)
Available borrowing capacity	$	214,194	$	168,997

Net debt is a non-GAAP financial measure. We are providing this information because we believe it is more indicative of our overall financial position. It is also a measure our management uses to assess financing and other decisions. We believe that based on our typical cash flow generated from operations, we can support a higher leverage ratio in future periods.

The available borrowing capacity in the table above represents the additional amounts that could be borrowed under our revolving credit facility and other secured lines existing as of the end of each period depicted. The applicable debt covenants have been taken into account when determining the available borrowing capacity, including the covenant that restricts the borrowing capacity to a multiple of the twelve-month trailing earnings before interest, income taxes, depreciation, depletion and amortization, and other adjustments.

In June 2025, the Company entered into a Fifth Amended and Restated Credit Agreement (Credit Agreement). The Credit Agreement refinances the revolving credit facility and term loan facility provided under Materion's previous Fourth Amended and Restated Credit Agreement, dated October 27, 2021 (as amended). Among other things, the Credit Agreement provides for a $450 million senior secured revolving credit facility (Revolving Credit Facility) and a $225 million senior secured term loan facility (Term Loan Facility and, together with the Revolving Credit Facility, Credit Facilities). The Term Loan Facility was fully drawn on June 26, 2025. The Credit Facilities mature on June 26, 2030.

The Credit Agreement also provides for an uncommitted incremental facility whereby, subject to the satisfaction of certain conditions, the Company may be able to borrow additional term loans in an aggregate amount not to exceed $250.0 million. The Credit Agreement provides the Company and its subsidiaries with additional capacity to enter into facilities for the consignment of precious metals, copper, nickel and tantalum, and provides enhanced flexibility to finance acquisitions and other strategic initiatives. Borrowings under the Credit Agreement are secured by substantially all of the assets of the Company and its direct subsidiaries, with the exception of non-mining real property, precious metal and certain other assets.

The Credit Agreement allows the Company to borrow money at a premium over SOFR or prime rate and at varying maturities. The premium resets quarterly according to the terms and conditions stipulated in the agreement. The Credit Agreement includes restrictive covenants relating to restrictions on additional indebtedness, acquisitions, dividends, and stock repurchases. In addition, the Credit Agreement includes covenants that limit the Company to a maximum leverage ratio and a minimum interest coverage ratio. We were in compliance with all of our debt covenants as of September 26, 2025 and December 31, 2024. Cash on hand up to $35.0 million can benefit the covenants and may benefit the borrowing capacity under the Credit Agreement.

Portions of our business utilize off-balance sheet consignment arrangements allowing us to use metal owned by precious metal consignors as we manufacture product for our customers. Metal is purchased from the precious metal consignor and sold to our customer at the time of product shipment. Expansion of business volumes and/or higher metal prices can put pressure on the consignment line limitations from time to time. In August 2025, we entered into a precious metals consignment agreement, maturing on August 31, 2028, which replaced the consignment agreements that would have matured on August 31, 2025. The available and unused capacity under the metal consignment agreements expiring in August 2028 totaled approximately $121.2 million as of September 26, 2025, compared to $233.4 million as of December 31, 2024. The availability is determined by Board approved levels and actual capacity.

In January 2014, our Board of Directors approved a plan to repurchase up to $50.0 million of our common stock. We repurchased 100,000 shares under this program in the second quarter of 2025, for a total cost of $7.8 million. Since the approval of the repurchase plan, we have purchased 1,354,264 shares at a total cost of $49.5 million. In October 2025, we announced that our Board of Directors had approved a new plan to repurchase up to $50.0 million of our common stock,

replacing the plan approved in 2014. The timing of the share repurchases will depend on several factors, including market and business conditions, our cash flow, debt levels, and other investment opportunities. There is no minimum quantity requirement to repurchase our common stock for a given year, and the repurchases may be discontinued at any time.

We paid cash dividends of $2.9 million and $8.6 million on our common stock in the third quarter and first nine months of 2025, respectively. We intend to pay a quarterly dividend on an ongoing basis, subject to a determination that the dividend remains in the best interest of our shareholders.

OFF-BALANCE SHEET ARRANGEMENTS AND CASH OBLIGATIONS

We maintain the majority of the precious metals and portions of the copper we use in production on a consignment basis in order to reduce our exposure to metal price movements and to reduce our working capital investment. The notional value of off-balance sheet precious metals and copper was $493.8 million and $381.6 million as of September 26, 2025 and December 31, 2024, respectively. We were in compliance with all of the covenants contained in the consignment agreements as of September 26, 2025. For additional information on our material cash obligations, refer to our 2024 Annual Report on Form 10-K.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the inherent use of estimates and management’s judgment in establishing those estimates. For additional information regarding critical accounting policies, please refer to our 2024 Annual Report on Form 10-K.

Forward-looking Statements: Portions of the narrative set forth in this document that are not statements of historical or current facts are forward-looking statements. Our actual future performance may materially differ from that contemplated by the forward-looking statements as a result of a variety of factors. These factors include, in addition to those mentioned elsewhere herein: the global economy, including inflationary pressures, potential future recessionary conditions and the impact of tariffs and trade agreements; the impact of any U.S. Federal Government shutdowns or sequestrations; the condition of the markets which we serve, whether defined geographically or by segment; changes in product mix and the financial condition of customers; our success in developing and introducing new products and new product ramp-up rates; our success in passing through the costs of raw materials to customers or otherwise mitigating fluctuating prices for those materials, including the impact of fluctuating prices on inventory values; our success in identifying acquisition candidates and in acquiring and integrating such businesses; the impact of the results of acquisitions on our ability to fully achieve the strategic and financial objectives related to these acquisitions; our success in implementing our strategic plans and the timely and successful start-up and completion of any capital projects; other financial and economic factors, including the cost and availability of raw materials (both base and precious metals), physical inventory valuations, metal consignment fees, tax rates, exchange rates, interest rates, pension costs and required cash contributions and other employee benefit costs, energy costs, regulatory compliance costs, the cost and availability of insurance, credit availability, and the impact of the Company’s stock price on the cost of incentive compensation plans; the uncertainties related to the impact of war, terrorist activities, and acts of God; changes in government regulatory requirements and the enactment of new legislation that impacts our obligations and operations, including changes in tax regulations or guidance promulgated pursuant to the new legislation implemented in the One Big Beautiful Bill Act; the conclusion of pending litigation matters in accordance with our expectation that there will be no material adverse effects; the disruptions in operations from, and other effects of, catastrophic and other extraordinary events including outbreaks of infectious diseases and the conflict between Russia and Ukraine; realization of expected financial benefits expected from the Inflation Reduction Act of 2022; the amount and timing of any repurchases of our shares; and the risk factors set forth in Part 1, Item 1A of the Company's 2024 Annual Report on Form 10-K.


Item 3.			Quantitative and Qualitative Disclosures about Market Risk

For information regarding market risks, refer to Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our 2024 Annual Report on Form 10-K. There have been no material changes in our market risks since the inclusion of this discussion in our 2024 Annual Report on Form 10-K.


Item 4.			Controls and Procedures

a) Evaluation of Disclosure Controls and Procedures

The Company carried out an evaluation under the supervision and with participation of the Company's management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of disclosure controls and procedures as of September 26, 2025 pursuant to Rule 13a-15(b) and 15d-15(b) under the Securities Exchange Act of 1934, as amended (Exchange Act). Based on that evaluation, management, including the chief executive officer and chief financial officer, concluded that disclosure controls and procedures are effective as of September 26, 2025.

b) Changes in Internal Control over Financial Reporting

There have been no changes in the Company's internal control over financial reporting that occurred during the quarter ended September 26, 2025 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II OTHER INFORMATION


Item 1.			Legal Proceedings

Our subsidiaries and our holding company are subject, from time to time, to a variety of civil and administrative proceedings arising out of our normal operations, including, without limitation, product liability claims, health, safety, and environmental claims, and employment-related actions.

The information presented in the Legal Proceedings section of Note P ("Contingencies") of the Notes to Consolidated Financial Statements (Unaudited) is incorporated herein by reference.


Item 2.			Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

The following table presents information with respect to repurchases of common stock made by the Company during the three months ended September 26, 2025 .


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
June 28 through August 1, 2025	—	$	—	—	$	472,674
August 2 through August 29, 2025	—	—		—	472,674
August 30 through September 26, 2025	—	—		—	50,000,000
Total	—	$	—	—	$	50,000,000



(1)			On January 14, 2014, the Company announced that its Board of Directors had authorized the repurchase of up to $50.0 million of its common stock. During the three months ended June 27, 2025, the Company repurchased 100,000 shares under this program. On October 29, 2025, the Company announced that its Board of Directors had authorized the repurchase of up to $50.0 million of its common stock on September 25, 2025, which authorization replaced the existing 2014 authorization.


Item 4.			Mine Safety Disclosures

Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95 to this quarterly report on Form 10-Q.


Item 5.			Other Information

During the quarter ended September 26, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).


Item 6.			Exhibits

All documents referenced below were filed pursuant to the Exchange Act by Materion Corporation, file number 001-15885, unless otherwise noted.


10.1						Amendment No. 2 to Amended and Restated Metals Consignment Agreement, dated as of August 20, 2025 (filed as Exhibit 10.1 to the Company's 8-K filed on August 21, 2025), incorporated herein by reference.
10.2						Form of 2025 Restricted Stock Units Agreement (Stock-Settled) under the Materion Corporation 2025 Equity and Incentive Compensation Plan, covering grants made in 2025 *
31.1						Certification of Chief Executive Officer required by Rule 13a-14(a) or 15d-14(a)*
31.2						Certification of Chief Financial Officer required by Rule 13a-14(a) or 15d-14(a)*
32						Certifications of Chief Executive Officer and Chief Financial Officer required by 18 U.S.C. Section 1350*
95						Mine Safety Disclosure Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act for the period ended September 26, 2025 *
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document*
101.SCH						Inline XBRL Taxonomy Extension Schema Document*
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in the Exhibit 101 attachments)

*Submitted electronically herewith.

SIGNATURES

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

MATERION CORPORATION

Dated: October 30, 2025

/s/ Shelly M. Chadwick

Shelly M. Chadwick

Vice President, Finance and Chief Financial Officer

(Principal Financial Officer)

TABLE OF CONTENTS

Part 1 - Financial Information Item 1. Financial Statements Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II Other Information Item 1. Legal Proceedings Item 2. Unregistered Sales Of Equity Securities, Use Of Proceeds and Issuer Purchases Of Equity Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

10.1 Amendment No. 2 to Amended and Restated Metals Consignment Agreement, dated as of August 20, 2025(filed as Exhibit 10.1 to the Company's 8-K filed on August 21, 2025), incorporated herein by reference. 10.2 Form of 2025 Restricted Stock Units Agreement (Stock-Settled) under the Materion Corporation 2025 Equity and Incentive Compensation Plan, covering grants made in 2025* 31.1 Certification of Chief Executive Officerrequired by Rule 13a-14(a) or 15d-14(a)* 31.2 Certification of Chief Financial Officerrequired by Rule 13a-14(a) or 15d-14(a)* 32 Certifications of Chief Executive Officer and Chief Financial Officerrequired by 18 U.S.C. Section1350* 95 Mine Safety Disclosure Pursuant to Section1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act for the period ended September 26, 2025*

MTRN 10-Q Quarter ended Sept. 26, 2025

Exhibits