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MATERION Corp

For the period ended Jun 27, 2025. Filed Jul 30, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 27, 2025 · Filed Jul 30, 2025

MTRN$186.11+4.9%Stored close · as of Nov 6, 2026
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Item 1. Financial Statements

Consolidated Statements of Income

Second Quarter EndedSix Months Ended
(Thousands, except per share amounts)June 27, 2025June 28, 2024June 27, 2025June 28, 2024
Net sales$431,658$425,866$851,988$811,153
Cost of sales349,000345,007693,151659,082
Gross margin82,65880,859158,837152,071
Selling, general, and administrative expense35,03933,60170,48469,445
Research and development expense6,4137,70212,91814,844
Restructuring expense4793,0482,5174,668
Other—net3,9084,4468,9048,803
Operating profit36,81932,06264,01454,311
Other non-operating income—net(567)(640)(1,233)(1,283)
Interest expense—net8,2308,80215,14717,081
Income before income taxes29,15623,90050,10038,513
Income tax expense4,0164,8647,2626,068
Net income$25,140$19,036$42,838$32,445
Basic earnings per share:
Net income per share of common stock$1.21$0.92$2.06$1.57
Diluted earnings per share:
Net income per share of common stock$1.21$0.91$2.05$1.55
Weighted-average number of shares of common stock outstanding:
Basic20,77920,74120,77920,710
Diluted20,83320,91420,87420,937

Consolidated Statements of Comprehensive Income

Second Quarter EndedSix Months Ended
June 27,June 28,June 27,June 28,
(Thousands)2025202420252024
Net income$25,140$19,036$42,838$32,445
Other comprehensive income (loss):
Foreign currency translation adjustment6,583(1,089)10,211(5,549)
Derivative and hedging activity, net of tax(623)(414)(1,979)1,846
Pension and post-employment benefit adjustment, net of tax(21)(63)1,054(236)
Other comprehensive income (loss)5,939(1,566)9,286(3,939)
Comprehensive income$31,079$17,470$52,124$28,506

Consolidated Balance Sheets

June 27,Dec. 31,
(Thousands)20252024
Assets
Current assets
Cash and cash equivalents$12,591$16,713
Accounts receivable, net198,377193,793
Inventories, net444,637441,299
Prepaid and other current assets79,50872,419
Total current assets735,113724,224
Deferred income taxes3,0552,964
Property, plant, and equipment1,357,7721,315,586
Less allowances for depreciation, depletion, and amortization(825,175)(804,781)
Property, plant, and equipment, net532,597510,805
Operating lease, right-of-use assets75,36364,449
Intangible assets, net107,627109,312
Other assets21,75722,140
Goodwill265,695263,738
Total Assets$1,741,207$1,697,632
Liabilities and Shareholders’ Equity
Current liabilities
Short-term debt$19,880$34,274
Accounts payable132,338105,901
Salaries and wages15,89020,939
Other liabilities and accrued items43,65847,523
Income taxes3,2364,906
Unearned revenue16,89913,191
Total current liabilities231,901226,734
Other long-term liabilities12,54112,013
Operating lease liabilities72,16562,626
Finance lease liabilities13,61212,404
Retirement and post-employment benefits27,18526,411
Unearned income61,64275,769
Long-term income taxes2,4491,818
Deferred income taxes3,3703,242
Long-term debt405,697407,734
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 June 27th and December 31st)345,666336,136
Retained earnings886,247849,111
Common stock in treasury(276,447)(261,880)
Accumulated other comprehensive loss(51,760)(61,046)
Other equity6,9396,560
Total shareholders' equity910,645868,881
Total Liabilities and Shareholders’ Equity$1,741,207$1,697,632

See the notes to these consolidated financial statements.

Consolidated Statements of Cash Flows

Six Months Ended
June 27,June 28,
(Thousands)20252024
Cash flows from operating activities:
Net income$42,838$32,445
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, and amortization34,04732,698
Amortization of deferred financing costs in interest expense1,412857
Stock-based compensation expense (non-cash)5,4375,334
Deferred income tax expense (benefit)(25)926
Changes in assets and liabilities:
Accounts receivable(949)5,274
Inventory94(24,312)
Prepaid and other current assets(3,029)(12,494)
Accounts payable and accrued expenses4,193(20,863)
Unearned revenue(8,525)(10,340)
Interest and taxes payable(1,230)(3,906)
Other-net(8,821)858
Net cash provided by operating activities65,4426,477
Cash flows from investing activities:
Payments for purchase of property, plant, and equipment(25,003)(38,412)
Payments for mine development(10,175)(10,375)
Proceeds from sale of property, plant, and equipment266527
Net cash used in investing activities(34,912)(48,260)
Cash flows from financing activities:
Proceeds from borrowings under credit facilities, net(2,219)73,649
Repayment of long-term debt(15,111)(15,172)
Principal payments under finance lease obligations(306)(382)
Cash dividends paid(5,705)(5,493)
Deferred financing costs(2,856)—
Repurchase of common stock(7,843)—
Payments of withholding taxes for stock-based compensation awards(2,337)(6,402)
Net cash provided by/(used in) financing activities(36,377)46,200
Effects of exchange rate changes1,725(613)
Net change in cash and cash equivalents(4,122)3,804
Cash and cash equivalents at beginning of period16,71313,294
Cash and cash equivalents at end of period$12,591$17,098

Consolidated Statements of Shareholders' Equity

Common Shares · Shareholders' Equity
(Thousands, except per share amounts) · Common Shares · Common Shares Held in Treasury · CommonStock · RetainedEarnings · CommonStock inTreasury · Accumulated OtherComprehensiveLoss · OtherEquity · Total
Balance at March 28, 202520,8146,334$342,759$864,002$(267,756)$(57,699)$6,623$887,929
Net income———25,140———25,140
Other comprehensive income—————5,939—5,939
Cash dividends declared ($0.140 per share)———(2,902)———(2,902)
Stock-based compensation activity14(14)2,8877(443)——2,451
Repurchase of common stock(100)100(7,843)(7,843)
Payments of withholding taxes for stock-based compensation awards(2)2——(113)——(113)
Directors’ deferred compensation1(1)20—(292)—31644
Balance at June 27, 202520,7276,421$345,666$886,247$(276,447)$(51,760)$6,939$910,645
Balance at March 29, 202420,7316,417$324,492$865,038$(256,268)$(49,321)$5,982$889,923
Net income———19,036———19,036
Other comprehensive income—————(1,566)—(1,566)
Cash dividends declared ($0.135 per share)———(2,801)———(2,801)
Stock-based compensation activity19(19)4,31511(1,487)——2,839
Payments of withholding taxes for stock-based compensation awards(4)4——(389)——(389)
Directors’ deferred compensation1(1)29—(439)—45343
Balance at June 28, 202420,7476,401$328,836$881,284$(258,583)$(50,887)$6,435$907,085
Common Shares · Shareholders' Equity
(Thousands, except per share amounts) · Common Shares · Common Shares Held in Treasury · CommonStock · RetainedEarnings · CommonStock inTreasury · Accumulated OtherComprehensiveLoss · OtherEquity · Total
Balance at December 31, 202420,7646,384$336,136$849,111$(261,880)$(61,046)$6,560$868,881
Net income———42,838——42,838
Other comprehensive loss—————9,286—9,286
Cash dividends declared ($0.275 per share)——(5,705)———(5,705)
Stock-based compensation activity89(89)9,4843(4,050)——5,437
Repurchase of common stock(100)100(7,843)(7,843)
Payments of withholding taxes for stock-based compensation awards(27)27——(2,337)——(2,337)
Directors’ deferred compensation1(1)46—(337)—37988
Balance at June 27, 202520,7276,421$345,666$886,247$(276,447)$(51,760)$6,939$910,645
Balance at December 31, 202320,6466,502$309,492$854,334$(237,746)$(46,948)$5,921$885,053
Net income———32,445——32,445
Other comprehensive loss—————(3,939)—(3,939)
Cash dividends declared ($0.265 per share)——(5,493)———(5,493)
Stock-based compensation activity149(149)19,284(2)(13,948)——5,334
Payments of withholding taxes for stock-based compensation awards(49)49——(6,402)——(6,402)
Directors’ deferred compensation1(1)60—(487)—51487
Balance at June 28, 202420,7476,401$328,836$881,284$(258,583)$(50,887)$6,435$907,085

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 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.

Note B —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 chief operating decision maker, 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, high temperature and 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 second quarter and first six months of 2025 and 2024:

Performance Materials · Electronic Materials · Precision Optics · Other · Consolidated
Net sales (1)$182,778$224,427$24,453$—$431,658
Less:
Cost of sales133,770197,16617,99569349,000
Selling, general and administrative expense14,2429,1254,3167,35635,039
Other segment items (2)3,8644,7962,603(1,030)10,233
Plus:
Segment depreciation, depletion and amortization10,1924,2612,56049617,509
Segment EBITDA$41,094$17,601$2,099$(5,899)$54,895
Income tax expense4,016
Interest expense - net8,230
Depreciation, depletion and amortization17,509
Net Income$25,140
Performance Materials · Electronic Materials · Precision Optics · Other · Consolidated
Net sales (1)$187,513$212,687$25,666$—$425,866
Less:
Cost of sales138,784187,59218,6238345,007
Selling, general and administrative expense13,1439,5844,9055,96933,601
Other segment items (2)3,8456,6013,37273814,556
Plus:
Segment depreciation, depletion and amortization8,6744,5462,82347016,513
Segment EBITDA$40,415$13,456$1,589$(6,245)$49,215
Income tax expense4,864
Interest expense - net8,802
Depreciation, depletion and amortization16,513
Net Income$19,036
Performance Materials · Electronic Materials · Precision Optics · Other · Consolidated
Net sales (1)$356,765$449,222$46,001$—$851,988
Less:
Cost of sales259,526398,22335,31983693,151
Selling, general and administrative expense28,22319,7448,70213,81570,484
Other segment items (2)6,87111,1046,278(1,147)23,106
Plus:
Segment depreciation, depletion and amortization19,6228,5284,91598234,047
Segment EBITDA$81,767$28,679$617$(11,769)$99,294
Income tax expense7,262
Interest expense - net15,147
Depreciation, depletion and amortization34,047
Net Income$42,838
Performance Materials · Electronic Materials · Precision Optics · Other · Consolidated
Net sales (1)$356,158$404,658$50,337$—$811,153
Less:
Cost of sales267,348354,50737,20819659,082
Selling, general and administrative expense27,29819,71510,51911,91369,445
Other segment items (2)7,28311,7417,0011,00727,032
Plus:
Segment depreciation, depletion and amortization16,8629,1145,72799532,698
Segment EBITDA$71,091$27,809$1,336$(11,944)$88,292
Income tax expense6,068
Interest expense - net17,081
Depreciation, depletion and amortization32,698
Net Income$32,445

(1) Excludes inter-segment sales of $2.0 million and $1.7 million for the second quarter of 2025 and 2024, respectively, and $4.6 million and $3.2 million for the first six 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 E

Non-operating expenses primarily related to pension costs

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

(Thousands)Performance MaterialsElectronic MaterialsPrecision OpticsOtherTotal
End Market
Semiconductor$1,758$189,494$795$—$192,047
Industrial31,0079,0035,748—45,758
Aerospace and defense43,9652,0797,273—53,317
Consumer electronics56,6721583,223—60,053
Automotive16,8351,8161,811—20,462
Energy12,52013,153——25,673
Life sciences2,2836,5145,254—14,051
Other17,7382,210349—20,297
Total$182,778$224,427$24,453$—$431,658
End Market
Semiconductor$1,300$178,099$754$—$180,153
Industrial31,1368,6176,320—46,073
Aerospace and defense42,5001,6775,979—50,156
Consumer electronics63,369274,150—67,546
Automotive18,1772,4111,491—22,079
Energy9,05515,724——24,779
Life sciences2,5634,5776,723—13,863
Other19,4131,555249—21,217
Total$187,513$212,687$25,666$—$425,866
(Thousands)Performance MaterialsElectronic MaterialsPrecision OpticsOtherTotal
End Market
Semiconductor$5,385$373,243$1,570$—$380,198
Industrial62,28318,75912,022—93,064
Aerospace and defense86,0563,78013,514—103,350
Consumer electronics101,7071,2666,316—109,289
Automotive33,0372,5423,146—38,725
Energy28,94033,383——62,323
Life sciences4,85812,3898,945—26,192
Other34,4993,860488—38,847
Total$356,765$449,222$46,001$—$851,988
End Market
Semiconductor$3,962$334,522$1,079$—$339,563
Industrial58,27218,11413,144—89,530
Aerospace and defense84,0713,28611,854—99,211
Consumer electronics117,6661377,266—125,069
Automotive36,0673,6433,679—43,389
Energy17,37232,670——50,042
Life sciences5,5638,29113,025—26,879
Other33,1853,995290—37,470
Total$356,158$404,658$50,337$—$811,153

Note C —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 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 June 27, 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 June 27, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $27.9 million.

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

(Thousands)June 27, 2025December 31, 2024$ change% change
Accounts receivable, trade$199,431$194,562$4,8693%
Unbilled receivables44,91734,9509,96729%
Unearned revenue16,89913,1913,70828%

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 second quarter and first six months of 2025.

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 $22.9 million of receivables in the second quarter of 2025 and a total of $38.9 million of receivables in the first six months of 2025. The Company recorded a loss on sale of $0.2 million and $0.4 million for the second quarter and first sixth 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 $87.8 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 $0.7 million and $9.9 million of the December 31, 2024 unearned amounts as revenue during the second quarter and first six months of 2025, respectively.

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 D —Other-net

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

Second Quarter EndedSix Months Ended
June 27,June 28,June 27,June 28,
(Thousands)2025202420252024
Amortization of intangible assets$2,806$3,163$5,695$6,010
Metal consignment fees2,4601,8954,6753,918
Foreign currency (gain) loss(800)101(952)534
Other items(558)(713)(514)(1,659)
Total$3,908$4,446$8,904$8,803

Note E —Restructuring

In fiscal year 2024, we announced restructuring plans that were both designed to reduce costs and expenses in response to macroeconomic conditions and current operating performance. These actions impact 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 $0.5 million and $2.5 million in the three and six months ended June 27, 2025, respectively, and $3.0 million and $4.7 million in the three and six months ended June 28, 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 six months ended June 27, 2025, and June 28, 2024, were as follows:

Reduction in Force
(Thousands)Performance MaterialsElectronic MaterialsPrecision OpticsOtherConsolidated
Balance at December 31, 2024$56$293$60$408$817
Additional Charges4815771,428312,517
Cash Payments(433)(859)(1,305)(234)(2,831)
Balance at June 27, 2025$104$11$183$205$503
Reduction in Force
(Thousands)Performance MaterialsElectronic MaterialsPrecision OpticsOtherConsolidated
Balance at December 31, 2023$2$388$—$—$390
Additional Charges1,3071,3897131,2594,668
Cash Payments(996)(1,632)(533)(842)(4,003)
Balance at June 28, 2024$313$145$180$417$1,055

Note F —Income Taxes

The Company's effective tax rate for the second quarter of 2025 and 2024 was 13.8% and 20.4%, respectively, and 14.5% and 15.8% for the first six 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 and the advanced manufacturing production credit. The effective tax rate for the 2024 periods was lower than the statutory tax rate primarily due to the impact of percentage depletion and the foreign derived intangible income deduction. The effective tax rate for the first six months of 2025 includes net discrete income tax expense of $0.6 million, primarily consisting of $0.2 million expense for stock-based compensation awards and $0.4 million expense for unrecognized tax benefits recorded. The effective tax rate for the first six months of 2024 included a net discrete income tax benefit of $0.2 million, which primarily consisted 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 were not likely to be realized for one of the Company’s foreign subsidiaries.

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 G —Earnings Per Share (EPS)

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

Second Quarter EndedSix Months Ended
June 27,June 28,June 27,June 28,
(Thousands, except per share amounts)2025202420252024
Numerator for basic and diluted EPS:
Net income$25,140$19,036$42,838$32,445
Denominator:
Denominator for basic EPS
Weighted-average shares outstanding20,77920,74120,77920,710
Effect of dilutive securities:
Stock appreciation rights26783586
Restricted stock units19434068
Performance-based restricted stock units9522073
Diluted potential common shares5417395227
Denominator for diluted EPS:
Adjusted weighted-average shares outstanding20,83320,91420,87420,937
Basic EPS$1.21$0.92$2.06$1.57
Diluted EPS$1.21$0.91$2.05$1.55

Adjusted weighted-average shares outstanding - diluted exclude securities totaling 320,477 and 137,252 for the quarters ended June 27, 2025 and June 28, 2024, respectively, and securities totaling 146,804 and 95,392 for the six months ended June 27, 2025 and June 28, 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 stock and were excluded from the dilution calculation as the effect would have been anti-dilutive.

Note H —Inventories

Inventories on the Consolidated Balance Sheets are summarized as follows:

June 27,December 31,
(Thousands)20252024
Raw materials and supplies$97,685$100,208
Work in process281,180278,065
Finished goods65,77263,026
Inventories, net$444,637$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 $379.3 million and $381.6 million as of June 27, 2025 and December 31, 2024, respectively.

Note I —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 June 27, 2025 and December 31, 2024, $49.8 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 June 27, 2025 and December 31, 2024, $4.8 million and $4.3 million of the prepayments are classified as Unearned revenue.

Note J —Pensions and Other Post-employment Benefits

The following is a summary of the net periodic benefit cost for the second quarter and first six months ended June 27, 2025 and June 28, 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
Second Quarter EndedSecond Quarter Ended
June 27,June 28,June 27,June 28,
(Thousands)2025202420252024
Components of net periodic benefit (credit) cost
Service cost$308$266$11$12
Interest cost1,9271,9055858
Expected return on plan assets(2,532)(2,529)——
Amortization of prior service (benefit) cost(23)(21)——
Amortization of net loss (gain)9032(88)(87)
Net periodic benefit (credit) cost$(230)$(347)$(19)$(17)
Pension Benefits · Other Benefits
Six Months EndedSix Months Ended
June 27,June 28,June 27,June 28,
(Thousands)2025202420252024
Components of net periodic benefit (credit) cost
Service cost$594$534$22$25
Interest cost3,8373,812116117
Expected return on plan assets(5,036)(5,059)——
Amortization of prior service (benefit) cost(44)(42)——
Amortization of net loss (gain)17964(175)(174)
Net periodic benefit (credit) cost$(470)$(691)$(37)$(32)

The Company didnot make any contributions to its domestic defined benefit plan in the second quarter or first six 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 K —Accumulated Other Comprehensive Income (Loss)

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

Gains and Losses on Cash Flow Hedges
(Thousands)Foreign CurrencyInterest RatePrecious MetalsTotalPension and Post-Employment BenefitsForeign Currency TranslationTotal
Balance at March 28, 2025$1,397$2,430$2$3,829$(53,627)$(7,901)$(57,699)
Other comprehensive income (loss) before reclassifications(45)91—46—6,5836,629
Amounts reclassified from accumulated other comprehensive income (loss)(60)(794)—(854)(23)—(877)
Net current period other comprehensive (loss) income before tax(105)(703)—(808)(23)6,5835,752
Deferred taxes(24)(161)—(185)(2)—(187)
Net current period other comprehensive (loss) income after tax(81)(542)—(623)(21)6,5835,939
Balance at June 27, 2025$1,316$1,888$2$3,206$(53,648)$(1,318)$(51,760)
Balance at March 29, 2024$1,713$6,141$(336)$7,518$(48,831)$(8,008)$(49,321)
Other comprehensive (loss) income before reclassifications207739(227)719—(1,089)(370)
Amounts reclassified from accumulated other comprehensive income (loss)(200)(1,300)243(1,257)(78)—(1,335)
Net current period other comprehensive (loss) income before tax7(561)16(538)(78)(1,089)(1,705)
Deferred taxes2(129)3(124)(15)—(139)
Net current period other comprehensive (loss) income after tax5(432)13(414)(63)(1,089)(1,566)
Balance at June 28, 2024$1,718$5,709$(323)$7,104$(48,894)$(9,097)$(50,887)
Gains and Losses on Cash Flow Hedges
(Thousands)Foreign CurrencyInterest RatePrecious MetalsTotalPension and Post-Employment BenefitsForeign Currency TranslationTotal
Balance at December 31, 2024$1,638$3,545$2$5,185$(54,702)$(11,529)$(61,046)
Other comprehensive income (loss) before reclassifications(324)(595)—(919)1,55310,21110,845
Amounts reclassified from accumulated other comprehensive income (loss)(94)(1,557)—(1,651)(126)—(1,777)
Net current period other comprehensive (loss) income before tax(418)(2,152)—(2,570)1,42710,2119,068
Deferred taxes(96)(495)—(591)373—(218)
Net current period other comprehensive (loss) income after tax(322)(1,657)—(1,979)1,05410,2119,286
Balance at June 27, 2025$1,316$1,888$2$3,206$(53,648)$(1,318)$(51,760)
Balance at December 31, 2023$1,201$4,156$(99)$5,258$(48,658)$(3,548)$(46,948)
Other comprehensive (loss) income before reclassifications8724,579(560)4,891—(5,549)(658)
Amounts reclassified from accumulated other comprehensive income (loss)(200)(2,562)269(2,493)(189)—(2,682)
Net current period other comprehensive (loss) income before tax6722,017(291)2,398(189)(5,549)(3,340)
Deferred taxes155464(67)55247—599
Net current period other comprehensive (loss) income after tax5171,553(224)1,846(236)(5,549)(3,939)
Balance at June 28, 2024$1,718$5,709$(323)$7,104$(48,894)$(9,097)$(50,887)

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 N 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 J for additional details on pension and post-employment expenses.

Note L —Stock-based Compensation Expense

Stock-based compensation expense, which includes awards settled in shares and in cash, was $2.6 million and $5.6 million in the second quarter and first six months of 2025, respectively, compared to $2.7 million and $5.3 million, respectively, in the same periods of 2024.

The Company granted 55,546 SARs to certain employees during the first six months of 2025. The weighted-average exercise price per share and weighted-average fair value per share of the SARs granted during the six months ended June 27, 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 rate3.97%
Dividend yield0.62%
Volatility29.4%
Expected term (in years)4.7

The Company granted 104,873 stock-settled RSUs to certain employees during the first six months of 2025. 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 $87.74 for stock-settled RSUs granted to employees during the six months ended June 27, 2025. RSUs are generally expensed over the vesting period ofthree years for employees.

The Company granted stock-settled performance-based restricted stock units (PRSUs) to certain employees in the first six 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 ofthree 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 June 27, 2025, unrecognized compensation cost related to the unvested portion of all stock-based awards was approximately $22.6 million, and is expected to be recognized over the remaining vesting period of the respective grants.

Note M —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.

The following table summarizes the financial instruments measured at fair value in the Consolidated Balance Sheets as of June 27, 2025 and December 31, 2024:

(Thousands)Total Carrying Value in the Consolidated Balance SheetsQuoted Pricesin ActiveMarkets forIdenticalAssets(Level 1)SignificantOtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)
20252024202520242025202420252024
Financial Assets
Deferred compensation investments$6,674$6,050$6,674$6,050$—$—$—$—
Foreign currency forward contracts2241,671——2241,671——
Interest rate swaps2,8194,603——2,8194,603——
Precious metal swaps————————
Total$9,717$12,324$6,674$6,050$3,043$6,274$—$—
Financial Liabilities
Deferred compensation liability$6,674$6,050$6,674$6,050$—$—$—$—
Foreign currency forward contracts1,5501,033——1,5501,033——
Interest rate swaps368———368———
Precious metal swaps————————
Total$8,592$7,083$6,674$6,050$1,918$1,033$—$—

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 June 27, 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 N —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 and copper 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 P. 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 intotwo $50.0 million interest rate swaps to hedge the interest rate risk on the Credit Agreement described in Note P. 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 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.

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 June 27, 2025 and December 31, 2024:

June 27, 2025December 31, 2024
(Thousands)NotionalAmountFairValueNotionalAmountFairValue
Foreign currency forward contracts
Prepaid and other current assets$11,492$218$24,532$1,365
Other liabilities and accrued items32,7001,43045,6791,031

These outstanding foreign currency derivatives were related to balance sheet hedges and intercompany loans. Other-net included $1.5 million and $2.0 million of foreign currency losses in the second quarter and first six months of 2025, respectively, compared to $0.1 million of foreign currency losses and $0.4 million of foreign currency gains in the second quarter and first six months of 2024, respectively.

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 June 27, 2025 and December 31, 2024:

Fair Value
(Thousands)NotionalAmountPrepaid and other current assetsOther assetsOther liabilities and accrued itemsOther long-term liabilities
Foreign currency forward contracts - yen$705$6$—$32$—
Foreign currency forward contracts - euro1,082——88—
Precious metal swaps—————
Interest rate swaps200,0002,208611114254
Total$201,787$2,214$611$234$254
Fair Value
NotionalAmountPrepaid and other current assetsOther assetsOther liabilities and accrued itemsOther long-term liabilities
Foreign currency forward contracts - yen$1,427$70$—$2$—
Foreign currency forward contracts - euro5,955236———
Precious metal swaps—————
Interest rate swaps200,0002,7011,902——
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 $2.0 million of net gains into earnings in the next 12 months contemporaneously with the earnings effects of the related forecasted transactions. At June 27, 2025, the maximum term of derivative instruments that hedge forecasted transactions was approximately four years. Refer to Note K 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 second quarter and first six months of 2025 and 2024:

Second Quarter Ended
(Thousands) · June 27, 2025 · June 28, 2024
Hedging relationship · Line item
Foreign currency forward contractsNet sales$(60)$(200)
Precious metal swapsCost of sales—243
Interest rate swapInterest expense - net(794)(1,300)
Total$(854)$(1,257)
Six Months Ended
(Thousands) · June 27, 2025 · June 28, 2024
Hedging relationship · Line item
Foreign currency forward contractsNet sales$(94)$(200)
Precious metal swapsCost of sales—269
Interest rate swapInterest expense - net(1,557)(2,562)
Total$(1,651)$(2,493)

Note O —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 $4.4 million and $4.6 million at June 27, 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 P —Debt

(Thousands)June 27, 2025December 31, 2024
Borrowings under Credit Agreement$187,625$198,875
Borrowings under the Term Loan Facility225,000240,000
Overdraft Sweep Facility11,884123
Foreign debt3,0954,901
Total debt outstanding427,604443,899
Current portion of long-term debt(19,880)(34,274)
Gross long-term debt407,724409,625
Unamortized deferred financing fees(2,027)(1,891)
Long-term debt$405,697$407,734

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 (the "Revolving Credit Facility") and a $225 million senior secured term loan facility (the "Term Loan Facility" and, together with the Revolving Credit Facility, the "Credit Facilities"). The Term Loan Facility was fully drawn on June 26, 2025. The Credit Facilities mature on June 26, 2030.

As of June 27, 2025 and December 31, 2024, the Company had $187.6 million outstanding at an average interest rate of 5.82% 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 June 27, 2025 was $256.7 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 June 27, 2025, there was $11.9 million outstanding on the overdraft sweep facility. The amended and restated credit agreement governing the revolving credit facility and the term loan facility (Credit Agreement) includes covenants subject to a maximum leverage ratio and a minimum interest coverage ratio. We were in compliance with all of our debt covenants as of June 27, 2025.

The balance outstanding on the term loan facility as of June 27, 2025 and December 31, 2024 was $225 million and $240 million, respectively.

At June 27, 2025 and December 31, 2024, there was $5.7 million and $7.1 million, respectively, outstanding against the letters of credit sub-facility.

Note Q —Subsequent Events

On July 9, 2025 the Company completed the acquisition of certain manufacturing assets for tantalum solutions in Dangjin City, South Korea, from Konasol, a Korean manufacturer serving the semiconductor and adjacent markets. The total purchase price was approximately $19 million. The acquisition and related fees and expenses were funded through available cash and drawings on the Company's revolving credit facility.

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