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Metallus Inc

For the period ended Dec 31, 2023. Filed Feb 28, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 28, 2024

MTUS$16.65+5.6%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

For the fiscal year ended December 31,2023

OR

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

For the transition period from to .

Commission file number:1-36313

METALLUS INC.

(Exact name of registrant as specified in its charter)

Ohio46-4024951
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1835 Dueber Avenue SW, Canton, OH44706
(Address of principal executive offices)(Zip Code)

330.471.7000

(Registrant’s telephone number, including area code)

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

Title of each classTrading symbolName of exchange in which registered
Common sharesMTUSNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐ No ☒

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§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 ☒ No☐

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

Large accelerated filer☒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 reporting accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

As of June 30, 2023, the aggregate market value of the registrant’s common stock held by non-affiliates was $903,279,470 based on the closing sale price as reported on the New York Stock Exchange for that date.

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

ClassOutstanding at February 15, 2024
Common Shares, without par value43,889,467

DOCUMENTS INCORPORATED BY REFERENCE

DocumentParts Into Which Incorporated
Proxy Statement for the 2024 Annual Meeting of ShareholdersPart III
Page
Part I .
Item 1.Business3
Item 1A.Risk Factors10
Item 1B.Unresolved Staff Comments18
Item 2.Properties19
Item 3.Legal Proceedings20
Information about our Executive Officers21
Part II.
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities22
Item 6.Selected Financial Data24
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations25
Item 7A.Quantitative and Qualitative Disclosures about Market Risk42
Item 8.Financial Statements and Supplementary Data43
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure85
Item 9A.Controls and Procedures85
Item 9B.Other Information85
Part III.
Item 10.Directors, Executive Officers and Corporate Governance87
Item 11.Executive Compensation87
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters87
Item 13.Certain Relationships and Related Transactions, and Director Independence87
Item 14.Principal Accounting Fees and Services88
Part IV.
Item 15.Exhibits, Financial Statement Schedules89
Signatures93
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.