Metallus Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE

14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant

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Filed by a Party other than the Registrant

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Metallus Inc.

(Name of Registrant as Specified In Its Charter)

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Dear Shareholders,

Metallus Inc. invites you to attend its 2024 annual meeting of shareholders at 10 a.m. Eastern time on May 7, 2024. We will consider matters that are important to our company and to you, our investors.

As previously announced and after careful consideration, we recently rebranded TimkenSteel as Metallus (pronouncedmeh-TAL-us). We believe this exciting change reflects our expertise in high-performance specialty metals and distinguishes us in the marketplace. This positions us for growth beyond carbon steel and comes at an opportune time, following a decade of operating as an independent company.

As we enthusiastically embark on this new chapter, we want to emphasize that our core values and unwavering commitment to safety, quality, collaboration, and the well-being of our employees remain steadfast and unchanged.

Throughout the year, our teams actively pursued our strategic imperatives with a focus on targeted growth markets, specifically aerospace and defense. Our continued profitability was driven by strong aerospace and defense demand coupled with increased base pricing.

We remain committed to delivering value to our shareholders, as demonstrated by progress in our capital allocation strategy which includes strategic reinvestment in our business and our ongoing share repurchase program. In 2023, the company invested $51.6 million in capital expenditures and deployed $51.3 million for shareholder return activities, further reducing diluted shares outstanding.

Safety First remains a core value for Metallus. To reinforce this commitment, we made substantial safety investments of approximately $10 million for equipment and company-wide safety training in 2023. These efforts were reinforced on a daily basis by a sustainable culture of safety within our organization. As a reminder, a significant portion of the annual incentive opportunity for every member of the company’s leadership team is directly tied to the achievement of specific safety metrics.

In addition to safety, our teams continued to make progress in other areas including:

In 2023, Metallus reported net sales of $1.4 billion and recorded net income of $69.4 million, adjusted EBITDA of $169.0 million(1)and operating cash flow of $125.3 million.

We remain on track to achieve our targeted $80 million dollars of profitability improvements expected between 2022 and 2026. To date, we have achieved approximately 75 percent of our targeted profitability improvements with opportunity for further improvement in manufacturing and asset reliability excellence as well as administrative process simplification.

In support of ourpay-for-performance philosophy, a substantial majority of the target total direct compensation for our executive officers under our regular, annual compensation program is allocated to variable compensation. The compensation structure for our chief executive officer is weighted even more significantly towards variable and performance-based compensation, with 82 percent of his target total direct compensation designed to be at risk as variable compensation.

As we look forward to the future, we will remain centered on safety, customer service and advancing our strategic imperatives to drive sustainable through-cycle profitability and cash flows. We extend our heartfelt thanks to our employees for their collaboration and dedication, our valued customers for their unwavering trust, our dedicated suppliers for their steadfast partnership, and our supportive shareholders for their continued trust and support.

Sincerely,

March 12, 2024

Enclosure

Notice of annual meeting

of shareholders

Annual meeting information

Date: May 7, 2024

Time: 10:00 a.m. Eastern time

Place: The meeting will be held “virtually” over the internet atwww.cesonlineservices.com/mtus24_vm. There will be noin-person annual meeting.

Record date: February 29, 2024

Agenda

Admission to the meeting

Only Metallus shareholders as of the close of business on February 29, 2024 (the record date for the annual meeting) are entitled to join the virtual meeting. To attend the virtual annual meeting, please follow the instructions set forth below under “Additional information.”

This proxy statement and the accompanying proxy card are being made available to shareholders beginning on or about March 15, 2024.

March 12, 2024

Kristine C. Syrvalin

Executive Vice President, General Counsel and Chief Human Resources Officer

Your vote is important Please vote as soon as possible. Whether or not you plan to participate in the 2024 annual meeting of shareholders, please promptly vote on the internet, by phone or by mail. Voting early will help avoid additional solicitation costs and will not prevent you from voting electronically during the annual meeting if you wish to do so. How to vote:

Online: www.cesvote.com

Mail: If you received a printed version of the proxy materials, you may vote by mail.

During the annual meeting: If you participate in the virtual annual meeting, you may vote during the annual meeting by following the instructions set forth below under “Additional Information.”

Additional voting instructions are provided in this proxy statement and on the accompanying proxy card or on the notice of internet availability.

Important notice regarding the availability of proxy materials for the 2024 annual meeting of shareholders to be held on May 7, 2024: This proxy statement and our 2023 annual report to shareholders are available free of charge on the following website: www.proxydocs.com/mtus.

If you have not already done so, please consider signing up to receive proxy materials electronically by following the instructions when you vote your shares over the internet. Enrolling in electronic delivery reduces printing and mailing expenses and environmental impact.

Additional information

To register to attend the virtual annual meeting, please follow these instructions:

Registered Shareholders: If your shares are registered in your name with the company’s transfer agent or you are a participant holding Metallus shares in a 401(k) plan sponsored by Metallus and you wish to attend the virtual meeting, go to www.cesonlineservices.com/mtus24_vm. Please have your proxy card or notice of internet availability containing your 11- digit control number available and follow the instructions to complete your registration request. After registering, shareholders will receive a confirmation email with a link and instructions for accessing the virtual annual meeting. Requests to register to participate in the virtual annual meeting must be received no later than 10:00 a.m. Eastern time on May 6, 2024.

Beneficial Shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record): Beneficial shareholders who wish to attend the virtual meeting may register by visiting the websitewww.cesonlineservices.com/mtus24_vm. Please have your voting instruction form, notice or other communication containing your control number available and follow the instructions to complete your registration request. After registering, shareholders will receive a confirmation email with a link and instructions for accessing the virtual annual meeting. Requests to register to participate in the virtual annual meeting must be received no later than 10:00 a.m. Eastern time on May 6, 2024.

If you do not register in advance following the instructions above, you will not be able to attend the annual meeting. If you need assistance registering, please contact our proxy solicitor, Innisfree M&A Incorporated, toll-free at (888)750-5834. The annual meeting will begin promptly at 10:00 a.m. Eastern time on May 7, 2024. We encourage you to access the annual meeting prior to the start time. Online access will begin at 9:30 a.m. Eastern time.

The virtual annual meeting platform is fully supported across browsers (Microsoft Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants should ensure they have a strong internet connection wherever they intend to participate in the annual meeting. Participants also should allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the annual meeting.

In order to maintain the interactive nature of the virtual meeting, attendees will be able to vote during the annual meeting by clicking on the ‘Shareholder Ballot’ link located under the ‘Meeting Links’ section of the virtual meeting website.

If you wish to submit a question to be addressed at the annual meeting, please do so by submitting your question to MTUSRegister@Proxy-Agent.com in advance of the meeting. Questions will be accepted until 12:00 p.m. Eastern time on May 6, 2024.

Questions submitted by shareholders in accordance with the foregoing instructions and pertinent to the annual meeting will be answered during the annual meeting, subject to time constraints. We will respond to questions relevant to meeting matters that we do not have time to address during the meeting by posting the questions and answers on our investor relations website soon after the meeting. Questions regarding personal matters or matters not relevant to meeting matters will not be answered. Additional information regarding the ability of shareholders to ask questions during the annual meeting, related rules of conduct and other materials for the annual meeting will be available online during the meeting.

Even if you plan on attending the virtual annual meeting, we encourage you to vote your shares in advance using one of the methods described in this proxy statement to ensure that your vote will be represented at the annual meeting.

Technical Difficulties: If you experience any technical difficulties during the registration process, please access the ‘FAQ and System Test’ link on the login screen for support. If you experience technical difficulties during the virtual meeting, please access the ‘?’ link on the meeting website for support. In the event of technical difficulties with the virtual annual meeting, we expect that an announcement will be made onwww.cesonlineservices.com/mtus24_vm. If necessary, the announcement will provide updated information regarding the date, time and location of the annual meeting. Any updated information regarding the annual meeting will also be posted on our investor relations website atwww.metallus.com.

Although we include references to our website throughout this proxy statement, information contained on or accessible through, including any reports available on, our website is not a part of, and is not incorporated by reference into, this proxy statement or any other report or document we file with the Securities and Exchange Commission (“SEC”). Any reference to our website throughout this proxy statement is intended to be an inactive textual reference only. “Material” or “materiality,” as used in the “Our commitment to sustainability” section, should not be read as equating to any use of the word in our other reporting or filings with the SEC.

No assurance can be given that any plan, objective, initiative, projection, goal, target, mission, commitment, expectation, or prospect set forth in this proxy statement can or will be achieved. Inclusion of information in this proxy statement is not an indication that the subject or information is material to our business or operating results.

Certain statements set forth in this proxy statement (including our forecasts, beliefs and expectations) that are not historical in nature are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, Management’s Discussion and Analysis of Financial Condition and Results of Operations contains numerous forward-looking statements. Forward-looking statements generally will be accompanied by words such as “anticipate,” “aspire,” “believe,” “could,” “estimate,” “expect,” “forecast,” “outlook,” “intend,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strategic direction,” “strategy,” “target,” “will,” “would,” or other similar words, phrases or expressions that convey the uncertainty of future events or outcomes. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this proxy statement. We caution readers that actual results may differ materially from those expressed or implied in forward-looking statements made by or on behalf of us due to a variety of factors, such as:

All of these risk factors are difficult to predict, are subject to material uncertainties that may affect actual results and may be beyond our control. You are cautioned that it is not possible to predict or identify all of the risks, uncertainties and other factors that may affect future results, and that the above list should not be considered to be a complete list. Except as required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Further, information included in this proxy statement represents our current policy and intent and is not intended to create legal rights or obligations. Forward-looking and other statements in this presentation regarding our sustainability plans and goals are not an indication that these statements are necessarily material to investors. In addition, historical, current and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and assumptions that are subject to change in the future.

Proxy summary

This summary highlights information contained elsewhere in this proxy statement and contains only a portion of the information you should consider. You should read the entire proxy statement carefully before voting.