Metallus Inc.
For the period ended Dec 31, 2025. Filed Feb 20, 2026.
View on SEC.govAbout this filing
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.
FY2025 · Filed Feb 20, 2026
MTUS$16.65+5.6%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-27.
0000950170-25-029085
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-20.
0001193125-26-061042
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 99 previous paragraphs and 97 current paragraphs.
88 unchanged; 5 reworded; 4 added; 6 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
Changes in trade policy and tariff regimes (including Section 232 steel/aluminum tariffs and emergency tariff actions) may increase our costs, affect customer demand, disrupt supply chains, or alter competitive dynamics.
Current report
Since 2018, U.S. authorities have imposed tariffs on steel and aluminum and, beginning in 2025, expanded these measures to include hundreds of downstream “derivative” products and terminated country-specific exemptions and general approved exclusions. Current rules assess Section 232 duties on the steel or aluminum content of covered derivatives (including certain products classified outside Chapters 73 and 76 of the HTSUS), and may apply separate tariffs to the non‑metal content under other regimes, such as “reciprocal” tariffs. These frameworks also introduce “inclusions” cycles that may add new derivative products to tariff coverage multiple times per year. As a result, (i) our own procured inputs (including alloys and semi‑finished goods) and customer assemblies that incorporate our products can face higher and more variable landed costs; (ii) pass‑through and surcharge mechanisms may lag or prove insufficient; (iii) customer demand may shift toward lower‑tariff alternatives, reshoring (benefiting domestic supply, such as Metallus), or substitution; and (iv) compliance risks (e.g., content valuation, certificate requirements, “melted and poured” rules) may increase.
Current report
Further, emergency tariff actions (e.g., “reciprocal” tariffs) and related executive orders have been subject to ongoing modification and legal challenge. Adverse court rulings or future executive/legislative actions could invalidate, alter, or replace existing tariffs; while such changes might reduce certain cost pressures, they could also reintroduce import surges or change refund/processing obligations for our customers and supply base, which could affect pricing, margins, and working capital. Tariff changes, retaliatory measures by trading partners, and derivative “inclusion” determinations are largely outside our control and can occur with limited notice. If we are unable to timely adjust pricing, secure alternative supply, optimize contracting (including surcharge/index structures), or manage compliance, our business, financial condition, results of operations, and cash flows could be materially adversely affected.
Current report
Some customers, investors, and other stakeholders continue to evaluate companies based on sustainability practices and disclosures, and may reduce or discontinue their relationships with us, or oppose our initiatives, if our sustainability practices or disclosures are perceived as inadequate, inconsistent or misaligned with their expectations. Sustainability reporting standards and regulations remain fragmented and continue to evolve, requiring significant judgment and potentially substantial monitoring and compliance costs. Changes in standards or interpretations could result in revisions to previously reported metrics or expose us to claims regarding the accuracy or completeness of our disclosures. In addition, our sustainability goals and initiatives are subject to inherent operational, regulatory and economic uncertainties. Failure to achieve publicly stated goals or comply with applicable sustainability‑related laws could result in reputational harm, regulatory or legal actions and adverse impacts on our business, financial condition and stock price. Sustainability matters have also become increasingly politicized in the United States, and shifting federal or state policies, legislation or legal challenges supporting or opposing sustainability‑related initiatives may create additional compliance burdens, restrict certain activities or increase litigation risk.
Removed paragraphs (6)
Previous report
Over the past several years, the United States government has implemented tariffs, duties, and quotas for certain steel products imported from a number of countries into the United States. Most recently, in February 2025, the Trump Administration implemented new tariffs and expanded existing tariffs under Section 232 of the Trade Expansion Act. As these tariffs, duties, and quotas expire or are further relaxed or repealed, it could result in substantial imports of foreign steel and create downward pressure on United States steel prices and the overall industry. This could have a material adverse effect on our operations and financial condition.
Previous report
There is an increasing focus from investors, customers, employees, and other stakeholders concerning sustainability and ESG matters, and a number of investors and customers are requiring companies to disclose sustainability and ESG policies, practices and metrics. Our customers may require us to implement sustainability and ESG responsibility procedures or standards before they continue to do business with us. In addition, some investors use ESG criteria to guide their investment strategies, and may not invest in us, or divest their holdings of us, if they believe our policies relating to ESG matters are inadequate or, on the other hand, have a negative response to such policies as a result of anti-ESG sentiment. Additionally, we may face reputational challenges in the event that our sustainability and ESG policies, practices and metrics do not meet the standards set by certain constituencies, which are often inconsistent in approach. Furthermore, standards for tracking and reporting on sustainability and ESG matters have not been harmonized and continue to evolve. Our processes and controls for reporting of sustainability and ESG matters may not always comply with evolving and disparate standards for identifying, measuring, and reporting such metrics, our interpretation of reporting standards may differ from those of others, and such standards may change over time, any of which could result in significant revisions to our performance metrics, goals or reported progress in achieving such goals. There can be no assurance of the extent to which any of our ESG targets and goals will be achieved, if at all; we could fail, or be perceived to fail, in our achievement of any such initiatives, targets or goals, or we could fail in fully and accurately reporting our progress on any such initiatives, targets and goals. Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international ESG laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us and materially adversely affect our business, reputation, results of operations, financial condition and stock price. In addition, in recent years anti-ESG sentiment has gained momentum across the U.S., with several states and Congress having proposed or enacted anti-ESG policies, legislation, or initiatives or issued related legal opinions, and the President having recently issued an executive order opposing diversity, equity and inclusion initiatives in the private sector. Such policies, legislation, initiatives, legal opinions and related scrutiny could result in additional compliance obligations and/or legal and regulatory proceedings against us and could materially adversely affect our business, reputation, results of operations, financial condition and stock price.
Previous report
As of December 31, 2024, we had outstanding debt of $5.4 million and our total liquidity was $458.6 million.
Previous report
In the event the conditional conversion feature of the Convertible Notes (refer to “Note 11 - Financing Arrangements” in the Notes to the Consolidated Financial Statements) is triggered, holders of Convertible Notes will be entitled to convert the Convertible Notes at any time during specified periods at their option. If one or more holders elect to convert their Convertible Notes, unless we elect to satisfy our conversion obligation by delivering solely our common shares (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity.
Previous report
Conversion of the Convertible Notes may dilute ownership interest of our shareholders or may otherwise depress the market price of our common shares.
Previous report
The conversion of some or all of the Convertible Notes may dilute the ownership interest of our shareholders. On conversion of the Convertible Notes, we have the option to pay or deliver, as the case may be, cash, common shares, or a combination of cash and common shares. If we elect to settle our conversion obligation in common shares or a combination of cash and common shares, this could adversely affect prevailing market prices over our common shares.
Reworded paragraphs (5)
Previous wording
As a result of our dependence on our key customers, we could experience a material adverse effect on our business, financial condition and results of operations if any of the following, among other things, were to occur: (a) a loss of any key customer, or a material amount of business from such key customer; (b) the insolvency or bankruptcy of any key customer; (c) a declining market in which customers reduce orders; or (d) a strike or work stoppage at a key customer facility, which could affect both its suppliers and customers. For the year ended December 31, 2024, sales to our 10 largest customers accounted for approximately 50% of our net sales. Additionally, customers continue to demand stronger and lighter products, among other adaptations to traditional products. We may not be successful in meeting these technological challenges and there may be increased liability exposure connected with the supply of additional products and services.
Current wording
As a result of our dependence on our key customers, we could experience a material adverse effect on our business, financial condition and results of operations if any of the following, among other things, were to occur: (a) a loss of any key customer, or a material amount of business from such key customer; (b) the insolvency or bankruptcy of any key customer; (c) a declining market in which customers reduce orders; or (d) a strike or work stoppage at a key customer facility, which could affect both its suppliers and customers. For the year ended December 31, 2025, sales to our 10 largest customers accounted for approximately 50% of our net sales.
Previous wording
The success of products and services depends on their initial and continued acceptance by our customers. Our business is affected, to varying degrees, by technological change and corresponding shifts in customer demand, which could result in unpredictable product transitions or shortened life cycles. We may experience difficulties or delays in the research, development, production, or marketing of products and services that may prevent us from recouping or realizing a return on the investments required to bring products and services to market.
Current wording
The success of products and services depends on their initial and continued acceptance by our customers. Customers continue to demand stronger and lighter products, among other adaptations to traditional products. Our business is affected, to varying degrees, by technological change and corresponding shifts in customer demand, which could result in unpredictable product transitions or shortened life cycles. We may experience difficulties or delays in the research, development, production, or marketing of products and services that may prevent us from recouping or realizing a return on the investments required to bring products and services to market. Additionally, we may not be successful in meeting these technological challenges and there may be increased liability exposure connected with the supply of additional products and services.
Previous wording
A work stoppage at one or more of our facilities could have a material adverse effect on our business, financial condition and results of operations. As of December 31, 2024, approximately 60% of our employees were covered under a collective bargaining agreement that expires in September 2025. Any failure to negotiate and conclude a new collective bargaining agreement with the union when the existing agreement expires could cause work interruptions or stoppages. Also, if one or more of our customers were to experience a work stoppage, that customer may halt or limit purchases of our products, which could have a material adverse effect on our business, financial condition and results of operations.
Current wording
A work stoppage at one or more of our facilities could have a material adverse effect on our business, financial condition and results of operations. Approximately 70% of our employees are covered under a collective bargaining agreement that expires September 30, 2029. Any failure to negotiate and conclude a new collective bargaining agreement with the union when the existing agreement expires could cause work interruptions or stoppages. Also, if one or more of our customers were to experience a work stoppage, that customer may halt or limit purchases of our products, which could have a material adverse effect on our business, financial condition and results of operations.
Previous wording
Expectations relating to environmental, social and governance (“ESG”) matters and/or our reporting of such matters could expose us to potential liabilities, increased costs, reputational harm and other negative impacts on our business.
Current wording
Disparate expectations relating to sustainability matters and reporting could expose us to increased costs, reputational harm and other negative impacts on our business.
Previous wording
If our asset borrowing base, cash flows, and capital resources are insufficient to support the needs of our business, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our debt. These alternative measures may not be successful and we could face substantial liquidity problems that might require us to refinance all or a portion of our debt on or before maturity, and we cannot assure you that we will be able to refinance any of our debt on commercially reasonable terms or at all.
Current wording
If our asset borrowing base, cash flows, and capital resources are insufficient to support the needs of our business, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our debt. These alternative measures may not be successful and we could face substantial liquidity problems that might require us to refinance all or a portion of our debt on or before maturity, and we cannot assure you that we will be able to refinance any of our debt on commercially reasonable terms or at all. As of December 31, 2025, the company had no outstanding debt and total liquidity of $389.2 million.