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Metallus Inc.

For the period ended Dec 31, 2025. Filed Feb 20, 2026.

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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.

FY2025 · Filed Feb 20, 2026

MTUS$17.47+4.9%Stored close · as of Nov 9, 2026

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Notes to Consolidated Financial Statements

(dollars in millions, except per share data)

Note 1 - Basis of Presentation

Metallus Inc. (the "Company" or "Metallus") manufactures alloy steel, as well as carbon and micro-alloy steel using electric arc furnace ("EAF") technology. Metallus' portfolio includes special bar quality ("SBQ") bars, seamless mechanical tubing ("tubes"), manufactured components, such as precision steel components, and billets. Additionally, Metallus manages raw material recycling programs, which are used internally as a feeder system for our melt operations and allow us to sell scrap not used in our operations to third parties. The Company’s products and services are used in a diverse range of demanding applications in the following end-markets: industrial, which includes industrial equipment, mining, construction, rail, heavy truck, agriculture and power generation; automotive; aerospace & defense; and energy.

The SBQ bar, tube, and billet production processes take place at the Company’s Canton, Ohio manufacturing location. This location accounts for all of the SBQ bars, seamless mechanical tubes and billets the Company produces and includes three manufacturing facilities: the Faircrest, Harrison, and Gambrinus facilities. Metallus' production of manufactured components takes place at two downstream manufacturing facilities: Tryon Peak (Columbus, North Carolina) and St. Clair (Eaton, Ohio). Many of the production processes are integrated, and the manufacturing facilities produce products that are sold in all of the Company’s markets. As a result, investments in the Company’s facilities and resource allocation decisions affecting the Company’s operations are designed to benefit the overall business, not any specific aspect of the business.

Our annual melt capacity is approximately 1.2 million tons and our shipment capacity is approximately 0.9 million tons. In addition to our internal melt capacity, the Company periodically purchases third party melt to supplement customer demand and leverage our downstream operations.

Basis of Consolidation:

The Consolidated Financial Statements include the consolidated assets, liabilities, revenues and expenses related to Metallus as of December 31, 2025, 2024 and 2023. All significant intercompany accounts and transactions within Metallus have been eliminated in the preparation of the Consolidated Financial Statements.

Use of Estimates:

The preparation of these Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. These estimates and assumptions are reviewed and updated regularly to reflect recent experience.

Note 2 - Significant Accounting Policies

Revenue Recognition:

Metallus recognizes revenue from contracts at a point in time when it has satisfied its performance obligation and the customer obtains control of the goods, at the amount that reflects the consideration the Company expects to receive for those goods.

Substantially all performance obligations arise from the sale of manufactured steel or other products. The Company receives and acknowledges purchase orders from its customers, which define the quantity, pricing, payment and other applicable terms and conditions. In some cases, the Company receives a blanket purchase order from its customer, which includes pricing, payment and other terms and conditions, with quantities defined at the time the customer issues periodic releases from the blanket purchase order.

Transfer of control and revenue recognition for substantially all the Company’s sales occur upon shipment or delivery of the product, which is when title, ownership, and risk of loss pass to the customer and is based on the applicable customer shipping terms.

The Company invoices its customers at the time of title transfer. Payment terms are generally 30 days from the invoice date. Invoiced amounts are usually inclusive of shipping and handling activities incurred. Shipping and handling activities billed are included in net sales in the Consolidated Statements of Operations. The related costs incurred by the Company for the delivery of goods are classified as cost of products sold in the Consolidated Statements of Operations.

Certain contracts contain variable consideration, which primarily consists of rebates that are accounted for in net sales and accrued based on the estimated probability of the requirements being met.

Sales returns and allowances are treated as a reduction to net sales and are provided for primarily based on historical experience. These reserves also capture any potential warranty claims, which normally result in returned or replaced product.

The Company’s contracts with certain Manufactured Components customers extend multiple years and generally average five years. While these contracts set the duration of time, they do not cover or guarantee volumes but rather are focused on piece prices, which are established at the inception of the contract. From time to time, subsequent pricing adjustments are agreedto through negotiation. Pricing adjustments are occasionally determined retroactively based on historical shipments. The Company recognizes revenue for these subsequent price adjustments when they are determined to be probable and estimable. For the year ended December 31, 2023, the Company recognized $16.0 million in subsequent pricing adjustments. No subsequent price adjustments were recognized for the years ended December 31, 2024 or 2025.

Cash Equivalents and Restricted Cash:

Metallus considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

The Company's restricted cash balance represents an imprest cash account used for the funding near-term employee healthcare costs via the Company's healthcare plan administrator. The balance of restricted cash as of December 31, 2025 was $0.8 million, which is included in other current assets on the Consolidated Balance Sheets. The Company had $1.2 million of restricted cash as of December 31, 2024.

Accounts Receivables, Net:

The Company’s accounts receivables arise from sales to customers across the industrial, automotive, aerospace & defense, and energy end markets. The allowance for doubtful account reserve has been established using qualitative and quantitative methods. In general, account balances are fully reserved when greater than one year of age or sent to third party collection. Account balances for customers that are viewed as higher risk are also analyzed for a reserve. In addition to these methods, the allowance for doubtful accounts is adjusted for forward-looking estimates of uncollectible balances based on end-market outlook and dynamics. Historically, write-offs for Metallus' allowance for doubtful accounts have been immaterial.

Inventories, Net:

Inventories are stated at lower of cost or net realizable value. All inventories, including raw materials, manufacturing supplies inventory, as well as international (outside the U.S.) inventories, have been valued using the FIFO or average cost method.

Property, Plant and Equipment, and Finance Lease Obligations, Net:

Property, plant and equipment, net are valued at cost less accumulated depreciation. Maintenance and repairs are charged to expense as incurred. The provision for depreciation is computed principally by the straight-line method based upon the estimated useful lives of the assets. The useful lives are approximately 30 years for buildings,3 to 20 years for machinery and equipment, and 3 to 10 years for computer hardware and software.

An asset required under a finance lease will be recorded at the lesser of the present value of the projected lease payments or the fair value of the asset and will be depreciated in accordance with the machinery and equipment and hardware and software lease terms.

Intangible Assets, Net:

Intangible assets, net are valued at cost less accumulated amortization. Intangible assets subject to amortization are amortized using a straight-line method over their legal or estimated useful lives. Definite lived intangible assets are primarily capitalized software with a weighted average useful life of 8 years and amortization expense of $0.9 million, $1.7 million and $2.3 million for the years ended December 31, 2025, 2024 and 2023. Intangible assets subject to amortization are amortized using a straight-line method over their legal or estimated useful lives.

Government Funding:

In December 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-10, "Government Grants (Topic 832), Accounting for Government Grants Received by Business Entities," which requires business entities to provide disclosures on material government assistance transactions for annual reporting periods. The Company retrospectively applied the guidance in conjunction with the agreement entered into with the United States Army during the first quarter of 2024 to support the Army's mission of ramping up munitions production. In accordance with ASU 2025-10, funding for capital expenditures is recorded as a reduction to property, plant and equipment at the completion of the project, as the primary conditions for receipt of these funds are to build-out new assets to support increased munitions production for the United States Army. The adoption of this standard did not change the Company’s accounting treatment of government funded projects.

The agreement with the United States Army is considered a long-term contract, under Internal Revenue Code Section 460, which mandates the use of the percentage-of-completion method for determining taxable income. The impact of this is reflected in the Company’s effective tax rate reconciliation as “Long‑term contract adjustments (IRC §460).”

Through December 31, 2025, the Company received $85.6 million in funding related to this agreement and recorded the funding as a current liability on the Consolidated Balance Sheets and as investing within the Consolidated Cash Flows. There was $81.3 million and $8.0 million in capital spending related to assets associated with this agreement in 2025 and 2024, respectively.

Impairment and Disposal of Long-lived Assets, Net:

Long-lived assets (including property, plant and equipment, tangible assets and intangible assets subject to amortization) are reviewed for impairment when events or changes in circumstances have occurred indicating that the carrying value of the assets may not be recoverable.

Metallus tests recoverability of long-lived assets at the lowest level for which there are identifiable cash flows that are independent from the cash flows of other assets. Assets and asset groups held and used are measured for recoverability by comparing the carrying amount of the asset or asset group to the sum of future undiscounted net cash flows expected to be generated by the asset or asset group.

If an asset or asset group is considered to be impaired, the impairment loss that would be recognized is the amount by which the carrying amount of the assets exceeds the fair value of the assets. To determine fair value, Metallus uses internal cash flow estimates discounted at an appropriate interest rate, third party appraisals, as appropriate, and/or market prices of similar assets, when available.

Refer to “Note 10 - Property, Plant and Equipment” for additional information.

Income Taxes:

Deferred tax assets and liabilities are recorded for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as net operating loss and tax credit carryforwards. Metallus accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. Metallus recognizes deferred tax assets to the extent Metallus believes these assets are more likely than not to be realized. In making such a determination, Metallus considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If Metallus determines that it would be able to realize deferred tax assets in the future in excess of their net recorded amount, Metallus would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

Metallus records uncertain tax positions in accordance with applicable accounting guidance, on the basis of a two-step process whereby (1) Metallus determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position, and (2) for those tax positions that meet the more-likely-than-not recognition threshold, Metallus recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

Metallus recognizes interest and penalties related to unrecognized tax benefits within the provision (benefit) for income taxes line in the accompanying Consolidated Statements of Operations, if applicable. Accrued interest and penalties are included within the related tax liability line in the Consolidated Balance Sheets.

Pension and Other Postretirement Benefits:

Metallus recogn izes an overfunded status or underfunded status (e.g., the difference between the fair value of plan assets and the benefit obligations) as either an asset or a liability for its defined benefit pension and other postretirement benefit plans on the Consolidated Balance Sheets. The Company recognizes actuarial gains and losses immediately through net periodic benefit cost in the Consolidated Statements of Operations upon the annual remeasurement at December 31, or on an interim basis as triggering events warrant remeasurement. An example of a potential triggering event would be settlements. The Company’s accounting policy is to recognize settlements during the quarter in which it is projected that the costs of all settlements during the year will be greater than the sum of the service cost and interest cost components of net periodic benefit cost. In addition, the Company uses fair value to account for the value of plan assets.

Stock-Based Compensation:

Metallus recognizes stock-based compensation expense based on the grant date fair value of the stock-based awards over their required vesting period on a straight-line basis, whether the awards were granted with ratable or cliff vesting. Stock options are issued with an exercise price equal to the closing market price of Metallus common shares on the date of grant. The fair value of stock options is determined using a Black-Scholes option pricing model, which incorporates assumptions regarding the expected volatility, the expected option life, the risk-free interest rate and the expected dividend yield.

Annual grants of performance-based restricted stock units vest based on achievement of a relative total shareholder return ("TSR") metric. The TSR metric is considered a market condition, which requires Metallus to reflect it in the fair value on grant date using an advanced option-pricing model. The fair value of each performance share was therefore determined using a Monte Carlo valuation model, a generally accepted lattice pricing model. The Monte Carlo valuation model, among other factors, uses commonly-accepted economic theory underlying all valuation models, estimates fair value using simulations of future share prices based on stock price behavior and considers the correlation of peer company returns in determining fair value.

In the fourth quarter of 2023, the Board approved and authorized a performance-based Transformation Incentive Grant program (the “Transformation Incentive Grant Program”). Under the Transformation Incentive Grant Program, certain employees were granted performance-based restricted stock unit awards designed to be earned based upon the closing price performance of the Company's common shares during a performance period running from December 1, 2023 through December 31, 2026. Similar to the annual performance-based restricted stock units, the fair value of each share is determined using a Monte Carlo valuation model, a generally accepted lattice pricing model. There were no additional grants under the Transformation Incentive Grant Program during 2025.

The fair value of stock-based awards that will settle in Metallus common shares, other than stock options and performance-based restricted stock units, is based on the closing market price of Metallus common shares on the grant date.

Metallus recognizes all excess tax benefits and tax deficiencies as income tax expense or benefit in the Consolidated Statements of Operations. The excess tax benefits and tax deficiencies are considered discrete items in the reporting period they occur and are not included in the estimate of an entity’s annual effective tax rate.

Adoption of New Accounting Standards

The Company adopted the following Accounting Standard Updates (“ASU”) during 2025:

Standard AdoptedDescriptionRequired Effective DateMTUS Impact
ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax DisclosuresThe standard enhances income tax disclosures primarily related to the rate reconciliation and income taxes paid.Annual periods beginning after December 15, 2024, with early adoption permitted.The Company adopted this standard retrospectively to all periods presented in the Form 10-K for the year ended December 31, 2025. The guidance resulted in additional disclosures and does not impact recognition or measurement in our Consolidated Financial Statements. Refer to Note 7 - Income Tax Provision.
ASU 2025-10, Government Grants (Topic 832) - Accounting for Government Grants Received by Business EntitiesThe standard enhances disclosures primarily related to government grants received by a business entity.Annual periods beginning after December 15, 2028, with early adoption permitted.The Company early adopted this standard retrospectively to all periods presented in the Form 10-K for the year ended December 31, 2025. The guidance does not impact recognition or measurement in our Consolidated Financial Statements. Refer to Note 2 - Significant Accounting Policies.

Accounting Standards Issued But Not Yet Adopted

The Company has considered the recent ASU's issued by the Financial Accounting Standards Board summarized below:

Standard AdoptedDescriptionRequired Effective DateMTUS Impact
ASU 2024-03, Disaggregated ExpensesThe standard enhances the detail of expenses presented in the income statement including items such as: (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization.Annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted.The Company is currently evaluating the impact of the adoption of this ASU on its disclosures. The standard has no impact on the results of operations and financial condition.

Note 3 - Segment Information

We conduct our business activities and report financial results as one business segment. The presentation of financial results as one reportable segment is consistent with the way the Company operates its business and is consistent with the manner in which the Chief Operating Decision Maker ("CODM") evaluates performance and makes resource and operating decisions for the business as described above. Our CODM is our Chief Executive Officer. Furthermore, the Company notes that monitoring financial results as one reportable segment helps the CODM manage costs on a consolidated basis, consistent with the integrated nature of the operations. The CODM uses Net Income (Loss), as reported on our Consolidated Statements of Operations, in evaluating performance of the Company and determining how to allocate resources of the Company as a whole. As the CODM evaluates performance on a consolidated basis, all required financial segment information is included in our consolidated financial statements.

Geographic Information

Net sales by geographic area are reported by the country in which the customer is domiciled. Long-lived assets include property, plant and equipment and intangible assets subject to amortization. Long-lived assets by geographic area are reported by the location of the Metallus operations to which the asset is attributed.

Year Ended December 31,
202520242023
Net Sales:
United States$1,039.5$951.0$1,239.4
Foreign118.8133.0123.0
$1,158.3$1,084.0$1,362.4
December 31,
20252024
Long-lived Assets, net:
United States$580.1$522.0
Foreign0.20.4
$580.3$522.4

Note 4 - Revenue Recognition

The following table provides the major sources of revenue by end-market for the years ended December 31, 2025, 2024 and 2023:

Year Ended December 31,
202520242023
Industrial$408.1390.5533.3
Automotive472.3452.3531.9
Aerospace and Defense161.4134.9115.0
Energy99.487.3160.4
Other(1)17.119.021.8
Total Net Sales$1,158.3$1,084.0$1,362.4

(1) “Other” sales by end-market includes the Company’s scrap sales.

The following table provides the major sources of revenue by product type for the years ended December 31, 2025, 2024 and 2023:

Year Ended December 31,
202520242023
Bar$702.6$641.8$917.1
Tube126.4139.1170.1
Manufactured components312.2284.1253.4
Other(2)17.119.021.8
Total Net Sales$1,158.3$1,084.0$1,362.4

(2) “Other” for sales by product type relates to the Company’s scrap sales.

Note 5 - Restructuring Charges

During the third quarter of 2025, the Company offered an exit incentive program to certain retirement-eligible employees at the Company's corporate headquarters and manufacturing facilities to support succession planning and continue execution of the Company's sustainable profitable growth strategy. As a result, the Company recorded a $2.7 million restructuring reserve associated with the program. These charges primarily consist of severance and employee-related benefits.

Metallus recorded reserves for such restructuring charges as other current liabilities on the Consolidated Balance Sheets. The reserve balance at December 31, 2025 is expected to be used in the next twelve months.

The following is a summary of the restructuring reserve for the year ended December 31, 2025:

Balance at December 31, 2024$—
Expenses2.7
Payments(0.1)
Balance at December 31, 2025$2.6

Note 6 - Other (Income) Expense, net

The following table provides the components of other (income) expense, net for the years ended December 31, 2025, 2024 and 2023:

Year Ended December 31,
202520242023
Pension and postretirement non-service benefit (income) loss$(5.9)$(5.7)$(4.6)
Loss (gain) from remeasurement of benefit plans6.610.340.6
Foreign currency exchange loss (gain)(0.2)0.4—
Insurance recoveries——(31.3)
Sales and use tax refund(1.1)—(1.4)
Miscellaneous (income) expense(0.3)—0.4
Total other (income) expense, net$(0.9)$5.0$3.7

Non-service related pension and other postretirement benefit income, for all years, consists primarily of the interest cost, expected return on plan assets and amortization components of net periodic cost.

In the second quarter of 2024, the Company entered into an agreement to purchase a group annuity contract from The Prudential Insurance Company of America (“Prudential”) in connection with the annuitization of the Salaried Plan and the Salaried Plan was annuitized in the second quarter of 2024. As of December 31, 2024, the Company hasno remaining liabilities or obligations as it relates to the Salaried Plan.

A net loss of $6.6 million from the remeasurement of all Company pension and postretirement benefit plans was recognized for the year ended December 31, 2025. The loss was driven by a $27.8 million increase in pension liability, primarily due to updated census data and a decrease in discount rate, partially offset by $21.2 million of investment gains on plan assets.

A net loss of $10.3 million from the remeasurement of all Company pension and postretirement benefit plans was recognized for the year ended December 31, 2024. This loss was driven by investment losses on plan assets of $35.0 million partially offset by a $24.7 million decrease in the pension liability primarily due to an increase in discount rate, updated census data and updates tocertain underlying assumptions.

A net loss of$40.6 million from the remeasurement of all Company pension and postretirement benefit plans was recognized for the year ended December 31, 2023. This loss was driven by a $36.6 million increase in the pension liability primarily due to a decrease in discount rate, updated census data and updates to certain underlying assumptions, as well as a loss of $4.0 million due to investment losses on plan assets.

In January 2026, the Company contributed an additional $4.8 million to the Bargaining Plan and expects total pension contributions of approxi mately $27 million in 2026.

For more details on the aforementioned remeasurements, refer to “Note 13 - Retirement and Postretirement Plans.”

During 2025, the Company received a commitment from the State of Ohio related to the overpayment of sales and use taxes for the period of October 1, 2016 through March 31, 2023. This resulted in a gain recognized of $1.1 million, net of related professional fees, for the year ended December 31, 2025.

During the fourth quarter of 2023, the Company received a commitment from the State of Ohio related to the overpayment of sales and use taxes for the period of January 1, 2020 through March 31, 2023. This resulted in a gain recognized of $1.4 million, net of related professional fees, for the year ended December 31, 2023.

During the second half of 2022, the Faircrest melt shop experienced unplanned operational downtime. Metallus recognizesan insurance recovery when it is realized or considered realizable, in accordance with the accounting guidance. The Company recognizedand received an insurance recovery of $31.3 million in 2023. In January 2024, the Company received $20.0 million of insurance recoveries and the 2022 insurance claims were closed in the first quarter of 2024.

Note 7 - Income Tax Provision

Income (loss) from operations before income taxes, based on geographic location of the operations to which such earnings are attributable, is provided below.

Years Ended December 31,
202520242023
United States$3.6$4.5$103.2
Non-United States(1.7)0.1(6.8)
Income (loss) from operations before income taxes$1.9$4.6$96.4

The provision (benefit) for income taxes consisted of the following:

Years Ended December 31,
202520242023
Current:
Federal$(0.8)$2.6$30.4
State and local—(0.1)6.1
Foreign0.20.30.2
Total current tax expense (benefit)$(0.6)$2.8$36.7
Deferred:
Federal$3.5$0.4$(9.2)
State and local0.20.1(0.5)
Foreign———
Total deferred tax expense (benefit)3.70.5(9.7)
Provision (benefit) for incomes taxes$3.1$3.3$27.0

The reconciliation between Metallus' effective tax rate on income (loss) from continuing operations and the statutory tax rate is as follows:

Years Ended December 31,
2025 · Tax Rate · 2024 · Tax Rate · 2023 · Tax Rate
U.S. federal income tax provision (benefit) at statutory rate$0.421.0%$1.021.0%$20.221.0%
Nontaxable or Nondeductible Items:
Meals and Entertainment0.421.0%0.48.4%0.30.3%
Lobbying Expenses0.15.3%0.11.1%——%
Stock Options0.736.8%(5.6)(123.7)%(2.0)(2.1)%
Extinguishment of Debt0.736.8%2.043.2%2.42.5%
Excess Compensation0.526.3%5.5121.0%0.60.6%
State and local income taxes, net of federal tax benefit0.15.3%(0.1)(0.2)%4.34.4%
Tax Credits:
Research and Development Credit(0.3)(15.8)%(0.1)(0.1)%(0.3)(0.3)%
Changes in Valuation Allowance:
United Kingdom0.526.3%(0.5)(11.2)%1.61.7%
Other Reconciling Adjustment0.315.9%0.24.6%0.10.1%
Foreign Tax Effects:
United Kingdom(0.4)(21.0)%0.36.5%(0.2)(0.2)%
Mexico0.15.3%0.11.6%——%
Provision (benefit) for income taxes$3.1$3.3$27.0
Effective tax rate163.2%72.2%28.0%

Income tax expense includes U.S. and international income taxes. Except as required under U.S. tax law, U.S. income and foreign withholding taxes have not been recognized on the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that is indefinitely reinvested outside the U.S. This amount becomes taxable upon a repatriation of assets from the subsidiary or a sale or liquidation of the subsidiary.

The permanent differences for the year ended December 31, 2025 are primarily due to the non-deductible loss on settlement of Convertible Senior Notes due 2025 and non-deductible compensation.

Cash taxes paid by (refunded to) Metallus for the periods ended December 31, 2025, 2024 and 2023 were $(7.1) million, $27.9 million, and $25.3 million, respectively. Income taxes paid exceeds 5% of total income taxes paid, net of refunds, in the following jurisdictions:

Years Ended December 31,
202520242023
Federal$(6.5)$21.5$19.0
State:
Illinois—2.01.7
Michigan(0.7)0.90.5
Canton, Ohio—1.71.3
All other states(0.1)1.51.4
Foreign:
Mexico0.20.31.4
Total income tax payments (refunds)$(7.1)$27.9$25.3

The effect of temporary differences giving rise to deferred tax assets and liabilities at December 31, 2025 and 2024 was as follows:

Years Ended December 31,
20252024
Deferred tax liabilities:
Depreciation$(60.3)$(69.5)
Long‑term contract adjustments (IRC §460)(6.0)—
Prepaid insurance(1.5)(1.3)
Leases - right-of-use asset(2.8)(2.8)
Deferred tax liabilities$(70.6)$(73.6)
Deferred tax assets:
Tax loss carryforwards$23.4$15.6
Pension and postretirement benefits29.441.2
Other employee benefit accruals9.28.4
Lease liability2.82.8
State decoupling0.91.2
Capital loss carryforward0.80.8
Capitalized R&D1.73.0
Other, net1.51.3
Deferred tax assets subtotal$69.7$74.3
Valuation allowances(16.0)(15.0)
Deferred tax assets53.759.3
Net deferred tax assets (liabilities)$(16.9)$(14.3)

As of December 31, 2025 and 2024, the Company had a net deferred tax liability of $16.9 million and $14.3 million, respectively, on the Consolidated Balance Sheets. As of December 31, 2025, the Company had loss carryforwards in the UK totaling $64.0 million with various expiration dates. There are $25.2 million federal loss carryforwards in the U.S and there are $109.9 million in state and certain local loss carryforwards with various expiration dates.

During 2016, operating losses generated in the U.S. resulted in a decrease in the carrying value of the Company’s U.S. deferred tax liability to the point that would result in a net U.S. deferred tax asset at December 31, 2016. In light of the Company's operating performance in the U.S. and current industry conditions, the Company assessed, based upon all available evidence at the time, and concluded that it was more likely than not that it would not realize a portion of its U.S. deferred tax assets. As such, the Company recorded a valuation allowance in 2016.

Each reporting period we assess available positive and negative evidence and estimate if sufficient future taxable income will be generated to utilize the Company’s deferred tax assets. Due to Metallus' historical operating performance in the U.S., we have historically been limited in our ability to rely on other subjective evidence such as projections of our future profitability. However, as of December 31, 2022, based on consecutive years of profitability, utilization of the majority of previously generated loss carryforwards in the U.S., and forecasted future profitability, the Company released a portion of its U.S. valuation allowance. The Company maintained a domestic partial valuation allowance on a capital loss carryforward and certain state loss carryforwards that are expected to expire unused. Metallus has provided a valuation allowance on the aforementioned UK loss carryforward.

The need to maintain valuation allowances against deferred tax assets in the U.S. and other affected countries may cause variability in the Company’s effective tax rate. The majority of Metallus' income taxes are derived from federal, domestic state and local taxes.

As of December 31, 2025 and 2024, the Company hadno total gross unrecognized tax benefits, andno amounts which represented unrecognized tax benefits that would favorably impact Metallus' effective income tax rate in any future periods if such benefits were recognized. As of December 31, 2025, Metallus does not anticipate a change in its unrecognized tax positions duringthe next 12 months. Metallus hadno accrued interest and penalties related to uncertain tax positions as of December 31, 2025 and 2024.

As of December 31, 2025, the tax years 2022 to the present remain open to examination by the IRS.

On July 4, 2025, the reconciliation bill, commonly referred to as the One Big Beautiful Bill Act (“OBBBA”) was signed into law, which includes a broad range of tax reform provisions, including provisions related to fixed asset bonus depreciation and research and development expenditures, that may affect the Company's financial results. These provisions did not have a material impact on the annual effective tax rate in 2025. The Company is currently evaluating the impact of provisions taking effect in future years, which could affect the Company’s effective tax rate, deferred tax assets, and cash taxes in future periods.

Note 8 - Earnings (Loss) Per Share

Basic earnings (loss) per share is computed based upon the weighted average number of common shares outstanding. Diluted earnings (loss) per share is computed based upon the weighted average number of common shares outstanding plus the dilutive effect of common share equivalents calculated using the treasury stock method or if-converted method. For the Convertible Notes, the Company utilizes the if-converted method to calculate diluted earnings (loss) per share. Under the if-converted method, the Company adjusts net earnings to add back interest expense (including amortization of debt issuance costs) recognized on the Convertible Notes and includes the number of shares potentially issuable related to the Convertible Notes in the weighted average shares outstanding. Treasury stock, if any, is excluded from the denominator in calculating both basic and diluted earnings (loss) per share.

Equity-based Awards

Common share equivalents for shares issuable for equity-based awards were excluded in the computation of diluted earnings (loss) per share for the year ended December 31, 2025 as these shares would be anti-dilutive.

Common share equivalents for shares issuable for equity-based awards amounted to 2.6 million shares for the year ended December 31, 2024. For the year ended December 31, 2024,0.8 million shares were excluded from the computation of diluted earnings (loss) per share, primarily related to options with exercise prices above the average market price of our common shares (i.e., “underwater” options), because the effect of their inclusion would have been anti-dilutive. The difference between the remaining 1.8 million shares and 0.7 million shares assumed purchased with potential proceeds for the year ended December 31, 2024, were included in the denominator of the diluted earnings (loss) per share calculation.

Common share equivalents for shares issuable for equity-based awards amounted to 3.4 million shares for the year ended December 31, 2023. For the year ended December 31, 2023,0.4 million shares were excluded from the computation of diluted earnings (loss) per share, primarily related to options with exercise prices above the average market price of our common shares (i.e., “underwater” options), because the effect of their inclusion would have been anti-dilutive. The difference between the remaining 3.0 million shares and 0.9 million shares assumed purchased with potential proceeds for the year ended December 31, 2023, were included in the denominator of the diluted earnings (loss) per share calculation.

Convertible Notes

Common share equivalents for shares issuable upon the conversion of outstanding Convertible Notes were excluded in the computation of diluted earnings (loss) per share for the year ended December 31, 2025 as these shares would be anti-dilutive.

The reduction in the dilutive effect on convertible notes from 2023 to 2025 is attributable to the settlement of Convertible Notes during that period. For additional details regarding the Convertible Notes please refer to "Note 12 - Financing Arrangements.

The following table sets forth the reconciliation of the numerator and the denominator of basic and diluted earnings (loss) per share for the years ended December 31, 2025, 2024 and 2023:

Year Ended December 31,
202520242023
Numerator:
Net income (loss), basic$(1.2)$1.3$69.4
Add convertible notes interest——1.0
Net income (loss), diluted$(1.2)$1.3$70.4
Denominator:
Weighted average shares outstanding, basic41.943.243.8
Dilutive effect of equity-based awards—1.12.1
Dilutive effect of convertible notes——1.9
Weighted average shares outstanding, diluted41.944.347.8
Basic earnings (loss) per share$(0.03)$0.03$1.58
Diluted earnings (loss) per share$(0.03)$0.03$1.47

Note 9 – Inventories

The components of inventories as of December 31, 2025 and 2024 were as follows:

December 31,
20252024
Manufacturing supplies$61.3$57.5
Raw materials21.513.6
Work in process128.5114.5
Finished products33.235.3
Gross inventory244.5220.9
Allowance for inventory reserves(1.3)(1.1)
Total inventories, net$243.2$219.8

Note 10 - Property, Plant and Equipment

The components of property, plant and equipment, net as of December 31, 2025 and 2024 were as follows:

December 31,
20252024
Land$11.1$11.2
Buildings and improvements441.2436.0
Machinery and equipment1,413.71,375.5
Construction in progress137.592.1
Subtotal2,003.51,914.8
Less allowances for depreciation(1,441.0)(1,407.5)
Property, plant and equipment, net$562.5$507.3

Total depreciation expense was $55.7 million, $52.4 million, and $54.6 million for the years ended December 31, 2025, 2024, and 2023, respectively. There wasno accelerated depreciation or impairment charges for the years ended December 31, 2025, 2024 and 2023.

For the year ended December 31, 2025, the Company recorded a net gain on sale and disposal of assets of $1.3 million primarily related to the sale of land in first quarter of 2025.

For the year ended December 31, 2024, the Company recorded a net loss on sale and disposal of assets of $0.6 million primarily related to the write-offs of aged assets removed from service.

For the year ended December 31, 2023, the Company recorded a net gain on sale and disposal of assets of $2.5 million primarily related to the sale of the small-diameter seamless mechanical tubing machinery and equipment, partially offset by assets removed from service.

Supplemental cash flow information related to non-cash investing activity was as follows:

Year Ended December 31,
202520242023
Accrued property, plant and equipment purchases$16.0$17.6$12.1

Note 11 - Leases

The Company has operating leases primarily related to machinery and equipment, vehicles and information technology equipment. These leases have remaining lease terms of less thanone year to approximately five years, some of which may include options to extend the lease forone or more years. Certain leases also include options to purchase the leased asset. As of December 31, 2025, the Company hastwo financing leases for a total of $3.5 million. As of December 31, 2025, the weighted average remaining lease term for our operating leases was 3.2 years and our finance leases was 4.3 years.

Leases with an initial term of 12 months or less ("short-term leases") are not recorded on the balance sheet. Rather, the Company recognizes lease expense for these leases on a straight-line basis over the lease term in accordance with the applicable accounting guidance. For lease agreements entered into after the adoption of lease accounting guidance on January 1, 2019, the Company combines lease and non-lease components. The Company’s lease agreements do not contain material residual value guarantees or material restrictive covenants.

The components of operating and finance lease cost for the years ended December 31, 2025, 2024 and 2023 as follows:

Year Ended December 31,
202520242023
Operating lease cost$7.6$7.5$7.3
Short-term lease cost1.01.50.8
Finance lease cost
Amortization of right-of-use assets0.6——
Interest on lease liabilities0.2——
Total lease cost$9.4$9.0$8.1

When available, the rate implicit in the lease is used to discount lease payments to present value; however, the Company’s leases generally do not provide a readily determinable implicit rate. Therefore, the incremental borrowing rate to discount the lease payments is estimated using market-based information available at lease commencement. The weighted average discount rate used to measure our operating lease liabilities as of December 31, 2025 and 2024 was 4.9%, respectively. The weighted average discount rate used to measure our financing lease liabilities as of December 31, 2025 was 4.8%.

Supplemental cash flow information related to leases was as follows:

Year Ended December 31,
202520242023
Cash paid for amounts included in the measurement of operating lease liabilities$6.3$6.9$7.1
Right-of-use assets obtained in exchange for operating lease obligations$5.5$5.5$5.6
Cash paid for amounts included in the measurement of financing lease liabilities$0.4$—$—
Right-of-use assets obtained in exchange for financing lease obligations$3.9$—$—

Future minimum lease payments under non-cancellable leases as of December 31, 2025 were as follows:

Operating Leases · Financing Leases
2026$4.5$0.9
20273.40.9
20282.70.9
20291.40.8
2030 and after0.30.3
Total future minimum lease payments12.33.8
Less amount of lease payment representing interest(0.9)(0.3)
Total present value of lease payments$11.4$3.5

Note 12 - Financing Arrangements

Credit Agreement

On September 30, 2022, the Company, as borrower, and certain domestic subsidiaries of the Company, as subsidiary guarantors (the “Subsidiary Guarantors”), entered into a Fourth Amended and Restated Credit Agreement (the “Amended Credit Agreement”), with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and the lenders party thereto (collectively, the “Lenders”), which further amended and restated the Company’s secured Third Amended and Restated Credit Agreement, dated as of October 15, 2019.

The Amended Credit Agreement provides for a $400.0 million asset-based revolving credit facility (the “Credit Facility”), including a $15.0 million sublimit for the issuance of commercial and standby letters of credit and a $40.0 million sublimit for swingline loans. Pursuant to the terms of the Amended Credit Agreement, the Company is entitled, on up to two occasions and subject to the satisfaction of certain conditions, to request increases in the commitments under the Amended Credit Agreement in the aggregate principal amount of up to $100.0 million, to the extent that existing or new lenders agree to provide such additional commitments. In addition to and independent of any increase described in the preceding sentence, the Company is entitled, subject to the satisfaction of certain conditions, to request a separate “first-in, last-out” tranche (the “Incremental FILO Tranche”) in an aggregate principal amount of up to $30.0 million with a separate borrowing base and interest rate margins, in each case, to be agreed upon among the Company, the Administrative Agent and the Lenders providing the Incremental FILO Tranche.

The availability of borrowings under the Credit Facility is subject to a borrowing base calculation based upon a valuation of the eligible accounts receivable, inventory and machinery and equipment of the Company and the Subsidiary Guarantors, each multiplied by an applicable advance rate. The availability of borrowings may be further modified by reserves established from time to time by the Administrative Agent in its permitted discretion.

The interest rate per annum applicable to loans under the Credit Facility will be, at the Company’s option, equal to either (i) the Alternate Base Rate (as defined in the Amended Credit Agreement) plus the applicable margin or (ii) the Adjusted Term SOFR Rate (as defined in the Amended Credit Agreement) plus the applicable margin. The applicable margin will be determined by a pricing grid based on the Company’s average quarterly availability. The Alternate Base Rate is subject to a 1.00%floor, and the Adjusted

Term SOFR Rate is subject to a 0.00% floor. In addition, the Company will pay a 0.25% per annum commitment fee on the average daily unused amount of the Credit Facility.

The Credit Facility may be used to finance working capital, capital expenditures, certain permitted acquisitions and for other general corporate purposes. All of the indebtedness under the Credit Facility is guaranteed by the Company’s material domestic subsidiaries, as well as any other domestic subsidiary that the Company elects to make a party to the Amended Credit Agreement, and is secured by substantially all of the personal property of the Company and the Subsidiary Guarantors.

The Credit Facility matures on September 30, 2027. Prior to the maturity date, amounts outstanding are required to be repaid (without reduction of the commitments thereunder) from mandatory prepayment events from the proceeds of certain asset sales, equity or debt issuances or casualty events.

The Amended Credit Agreement contains certain customary covenants, including covenants that limit the ability of the Company and its subsidiaries to, among other things, (i) incur or suffer to exist certain liens, (ii) make investments, (iii) incur or guaranty additional indebtedness (iv) enter into consolidations, mergers, acquisitions, sale-leaseback transactions and sales of assets, (v) make distributions and other restricted payments, (vi) change the nature of its business, (vii) engage in transactions with affiliates and (viii) enter into restrictive agreements, including agreements that restrict the ability to incur liens or make distributions.

In addition, the Amended Credit Agreement requires the Company to maintain a minimum specified fixed charge coverage ratio on a springing basis if minimum availability requirements as specified in the Amended Credit Agreement are not maintained.

The Amended Credit Agreement contains certain customary events of default. If any event of default occurs and is continuing, the Lenders would be entitled to take various actions, including the acceleration of amounts due under the Amended Credit Agreement, and exercise other rights and remedies.

As of December 31, 2025, the amount available under the Amended Credit Agreement was$232.5 million, reflective of the Company’s asset borrowing base withno outstanding borrowings. Additionally, the Company is in compliance with all covenants outlined in the Amended Credit Agreement.

Convertible Senior Notes due 2025

The principal amount of the Convertible Senior Notes due 2025 upon issuance was $46.0 million. Transaction costs related to the Convertible Senior Notes due 2025 incurred upon issuance were $1.5 million. These costs were amortized to interest expense over the term of the notes. The Indenture for the Convertible Senior Notes due 2025 provided that notes would become convertible during a quarter when the share price for 20 trading days during the final 30 trading days of the immediately preceding quarter was greater than 130% of the conversion price. This criterion was met during the fourth quarter of 2024, and the only remaining noteholder requested to settle the notes during the first quarter of 2025. During the second quarter of 2025, the Company settled the outstanding notes, in cash, for $9.1 million and a loss on extinguishment of debt of $3.6 million was recognized. As of December 31, 2025, the Company hasno outstanding debt.

Interest (income) expense, net

The following table provides the components of interest (income) expense, net for the years ended December 31, 2025, 2024 and 2023:

Year Ended December 31,
202520242023
Interest expense$1.8$2.5$2.7
Interest income(6.7)(12.1)(9.8)
Interest (income) expense, net$(4.9)$(9.6)$(7.1)

Interest income primarily relates to interest earned on cash invested in a money market fund and deposits with financial institutions. As of December 31, 2025, the carrying value of the Company's money market investmentwas $18.9 million, which approximates the fair value. The Company had $110.2 million invested in a money market fund as of December 31, 2024, and $139.7 cash invested in a money market fund as of December 31, 2023. The money market fund is a cash equivalent and is included in cash and cash equivalents on the Consolidated Balance Sheets. The fund consists of highly liquid investments with an average maturity of three months or less and falls within Level 1 of the fair value hierarchy as defined by applicable accounting guidance. Additionally, as of December 31, 2025 and 2024, the Company has $129.9 and $125.4 million, respectively, of cash held in other accounts which generate interest income at a rate similar to the money market fund.

Interest expense in December 31, 2024 and 2023 included $0.8 million and $1.0 million, respectively specifically related to the Convertible Notes.

The total cash interest paid for the year ended December 31, 2025 , 2024, and 2023 was $1.1 million, $2.0 million and $2.1 million, respectively.

Treasury Shares

On December 20, 2021 Metallus announced that its Board of Directors authorized a share repurchase program under which the Company may repurchase up to $50.0 million of its outstanding common shares. On November 2, 2022, the Board of Directors authorized an additional $75.0 million towards its share repurchase program and on May 6, 2024 the Board of Directors authorized an additional $100.0 million. The share repurchase program is intended to return capital to shareholders while also offsetting dilution from annual equity compensation awards. The share repurchase program does not require the Company to acquire any dollar amount or number of shares and may be modified, suspended, extended or terminated by the Company at any time without prior notice. These authorizations reflect the continued confidence of the Board and senior leadership in the Company’s ability to generate sustainable through-cycle profitability while maintaining a strong balance sheet and cash flow.

For the year ended December 31, 2025, the Company repurchased approximately 0.9 million common shares in the open market at an aggregate cost of $13.1 million, which equates to an average repurchase price of $14.53 per share. As of December 31, 2025, the Company had a balance of $89.7 million remaining under its share repurchase program. For the year ended December 31, 2024, the Company repurchased approximately 2.0 million common shares in the open market at an aggregate cost of $37.6 million, which equates to an average repurchase price of $18.45 per share. For the year ended December 31, 2023, the Company repurchased approximately 1.7 million common shares in the open market at an aggregate cost of $32.6 million, which equates to an average repurchase price of $19.03 per share.

Note 13 - Retirement and Postretirement Plans

Eligible employees, including certain employees in foreign countries, participate in the following Company-sponsored plans: Bargaining Unit Pension Plan ("Bargaining Plan"), Supplemental Pension Plan ("Supplemental Plan"), UK Pension Scheme ("Pension Scheme"), Mexico Pension Plan, and Postretirement Plans made up of the Company's Bargaining Unit Welfare Benefit Plan for Retirees and Welfare Benefit Plan for Retirees. The Retirement Plan ("Salaried Plan") was annuitized with the purchase of a group annuity contract on May 15, 2024.

Bargaining Plan

On February 5, 2026, the United Steelworkers (“USW”) Local 1123 voted to ratify a newfour-year contract (the “Contract”). The Contract, which is in effect until September 30, 2029, offers Metallus’ bargaining employees an increase to base wages every year, competitive healthcare and retirement benefits for all members, and has a continued focus on employee wellbeing as well as safe and sustainable operations. The Contract covers approximately 1,200 bargaining employees at the Company’s Canton, Ohio operations.

In the year ended December 31, 2025, the Company contributed a total of $62.0 million in pension contributions, most of which related to the Bargaining Plan. The timing and amount of future required pension contributions is significantly affected by asset returns and actuarial assumptions. Based on the results of the December 31, 2025 pension calculations, the Company estimates total required pension contributions of approximately $27 million in 2026, which primarily relates to the Bargaining Plan. In January 2026, the Company contributed $4.8 million to the Bargaining Plan. Future required pension contribution timing and amounts are subject to significant change based on future investment performance, Company estimates and actuarial assumptions, as well as future funding laws.

Salaried Plan

During the fourth quarter of 2021, the Company's Board of Directors approved the termination of the Salaried Plan and the plan was terminated effe ctive March 31, 2022, subject to regulatory approval which was received in the fourth quarter of 2023. On May 15, 2024, the Company entered into an agreement to purchase a group annuity contract from The Prudential Insurance Company of America ("Prudential") in connection with the annuitization of the Salaried Plan. Following the completion of the annuity contract, there were surplus assets which were used to make a one-time 401(k) contribution to eligible employees. As a result, the Company recognized a loss of $3.6 million in the first quarter of 2025 when the remaining assets were distributed.

The following table sets forth the change in benefit obligation for the pension and postretirement benefit plans as of December 31, 2025:

Pension
United States of America · Foreign
Change in benefit obligation:BargainingPlanSupplementalPlanPension PlansTotalPensionPostretirementPlans
Benefit obligation at the beginning of year$471.6$16.1$49.4$537.1$80.1
Service cost8.9——8.90.5
Interest cost25.80.92.829.54.3
Actuarial (gains) losses26.8—0.427.20.6
Benefits paid(29.2)(0.6)(3.3)(33.1)(9.9)
Settlements(38.6)——(38.6)—
Foreign currency translation adjustment——3.83.8—
Benefit obligation at the end of year$465.3$16.4$53.1$534.8$75.6

Significant actuarial losses related to changes in benefit obligations for 2025 primarily resulted from census updates and a decrease in discount rates. Significant settlements were a result of lump sum payments during 2025.

The following table sets forth the change in benefit obligation for the pension and postretirement benefit plans as of December 31, 2024:

Pension
United States of America · Foreign
Change in benefit obligation:BargainingPlanSalariedPlanSupplementalPlanPensionPlansTotalPensionPostretirementPlans
Benefit obligation at the beginning of year$490.9$124.0$16.5$57.2$688.6$84.9
Service cost8.90.3——9.20.6
Interest cost25.42.30.92.531.14.3
Actuarial (gains) losses(16.9)(1.5)(0.7)(5.5)(24.6)(0.2)
Benefits paid(36.7)(6.9)(0.6)(4.0)(48.2)(9.5)
Settlements—(118.2)——(118.2)—
Foreign currency translation adjustment———(0.8)(0.8)—
Benefit obligation at the end of year$471.6$—$16.1$49.4$537.1$80.1

Significant actuarial gains related to changes in benefit obligations for 2024 primarily resulted from an increase in discount rates. Significant settlements were a result of the Salaried Plan annuity purchase as well as lump sum payments during 2024.

The following table sets forth the change in plan assets and funded status for the pension and postretirement benefit plan as of December 31, 2025:

Pension
United States of America · Foreign
Change in plan assets:BargainingPlanSupplementalPlanPensionPlansTotalPensionPostretirementPlans
Fair value of plan assets at the beginning of year$341.7$—$54.9$396.6$49.4
Actual return on plan assets50.5—0.851.34.9
Company contributions / payments60.10.62.062.71.5
Benefits paid(29.2)(0.6)(3.3)(33.1)(9.9)
Settlements(38.6)——(38.6)—
Foreign currency translation adjustment——4.24.2—
Fair value of plan assets at end of year$384.5$—$58.6$443.1$45.9
Funded status at end of year$(80.8)$(16.4)$5.5$(91.7)$(29.7)

The following table sets forth the change in plan assets and funded status for the pension and postretirement benefit plan as of December 31, 2024:

Pension
United States of America · Foreign
Change in plan assets:BargainingPlanSalariedPlanSupplementalPlanPensionPlansTotalPensionPostretirementPlans
Fair value of plan assets at the beginning of year$334.7$129.6$—$61.3$525.6$53.8
Actual return on plan assets2.8(0.9)—(3.4)(1.5)2.7
Company contributions / payments40.9(3.6)0.61.939.82.4
Benefits paid(36.7)(6.9)(0.6)(4.0)(48.2)(9.5)
Settlements—(118.2)——(118.2)—
Foreign currency translation adjustment———(0.9)(0.9)—
Fair value of plan assets at end of year$341.7$—$—$54.9$396.6$49.4
Funded status at end of year$(129.9)$—$(16.1)$5.5$(140.5)$(30.7)

The Bargaining Plan, Supplemental Plan, and the recently terminated Salaried Plan have a provision that permits employees to elect to receive their pension benefits in a lump sum upon retirement. The Company's accounting policy is to recognize settlements during the quarter in which it is projected that the costs of all settlements during the year will be greater than the sum of the service cost and interest cost components.

In the first quarter of 2024, the cumulative cost of all lump sum payments was expected to exceed the sum of the service cost and interest cost components of net periodic pension cost for the Salaried Plan. As a result, the Company completed a full remeasurement of its pension obligations and plan assets associated with the Salaried Plan during the first quarter of 2024 and recorded a loss of $0.8 million.

In the second quarter of 2024, the Company entered into an agreement to purchase a group annuity contract from Prudential in connection with the annuitization of the Salaried Plan. The Company remeasured the Salaried Plan upon annuitization on May 15, 2024. A loss of $1.0 million from the remeasurement of the Salaried Plan was recognized for the three months ended June 30, 2024. The loss was primarily due to investment losses on plan assets of $1.8 million, partially offset by a decrease in the liability of $0.7 million due to an increase in the discount rate. In addition, the three months ended June 30, 2024 included a $0.1 million gain as a result of the completion of the Salaried Plan annuitization.

In the first quarter of 2023, in anticipation of receiving the regulatory approval to move forward with the plan termination process, the cumulative costs of all lump sum payments and other settlements were projected to exceed the sum of the service cost and interest cost components of net periodic pension cost during 2023 for the Salaried Plan. Ultimately, these costs did not exceed this threshold for the Salaried Plan during 2023. The Salaried Plan's pension obligations and plan assets were remeasured during each quarter of 2023.

For the years ended December 31, 2025 and 2024, the administrative expenses for all plans totaled $2.5 million and $3.3 million, respectively. These expenses are included in benefits paid in the tables above.

The accumulated benefit obligation at December 31, 2025 exceeded the fair value of plan assets for the Bargaining Plan and the unfunded Supplemental Plan. For the Bargaining Plan and Supplemental Plan, the accumulated benefit obligation was $457.6 millionand $16.4 million, respectively, as of December 31, 2025.

The accumulated benefit obligation for all pension plans was $526.9 million and $532.5 million as of December 31, 2025 and 2024, respectively.

Amounts recognized on the balance sheet at December 31, 2025 for the Company's pension and postretirement benefit plans include:

Pension
United States of America · Foreign
BargainingPlanSupplementalPlanPensionPlansTotalPensionPostretirementPlans
Non-current assets$—$—$5.6$5.6$—
Current liabilities(25.0)(0.6)—(25.6)(1.2)
Non-current liabilities(55.8)(15.8)—(71.6)(28.6)
Total$(80.8)$(16.4)$5.6$(91.6)$(29.8)

Amounts recognized on the balance sheet at December 31, 2024 for the Company's pension and postretirement benefit plans include:

Pension
United States of America · Foreign
BargainingPlanSalariedPlanSupplementalPlanPensionPlansTotalPensionPostretirementPlans
Non-current assets$—$—$—$5.5$5.5$—
Current liabilities(64.7)—(0.6)—(65.3)(1.2)
Non-current liabilities(65.2)—(15.5)—(80.7)(29.5)
Total$(129.9)$—$(16.1)$5.5$(140.5)$(30.7)

Included in accumulated other comprehensive income (loss) at December 31, 2025 were the following before-tax amounts that had not been recognized in net periodic benefit cost:

Pension
United States of America · Foreign
BargainingPlanSupplementalPlanPensionPlansTotalPensionPostretirementPlans
Unrecognized prior service (benefit) cost$8.6$—$0.5$9.1$(32.0)

Included in accumulated other comprehensive income (loss) at December 31, 2024 were the following before-tax amounts that had not been recognized in net periodic benefit cost:

Pension
United States of America · Foreign
BargainingPlanSalariedPlanSupplementalPlanPensionPlansTotalPensionPostretirementPlans
Unrecognized prior service (benefit) cost$9.9$—$—$0.4$10.3$(38.0)

The weighted average assumptions used in determining benefit obligation as of December 31, 2025 and 2024 were as follows:

PensionPostretirement
Assumptions:2025202420252024
Discount rate5.56%5.71%5.53%5.73%
Future compensation assumption3.00%3.50%n/an/a

The weighted average assumptions used in determining benefit cost for the years ended December 31, 2025 and 2024 were as follows:

PensionPostretirement
Assumptions:2025202420252024
Discount rate5.71%5.33%5.73%5.43%
Future compensation assumption3.50%3.00%n/an/a
Expected long-term return on plan assets7.62%7.15%5.90%5.80%

The discount rate assumption is based on current rates of high-quality long-term corporate bonds over the same period that benefit payments will be required to be made. The expected rate of return on plan assets assumption is based on the weighted-average expected return on the various asset classes in the plans’ portfolios. The asset class return is based on expected rates of return for various asset classes, as well as historical asset class and fund performance.

For measurement purposes, the weighted-average annual rate of increase in the per capita cost ("health care cost trend rate") was not applicable for the years 2025 and 2024.

The components of net periodic benefit cost (income) for the year ended December 31, 2025 were as follows:

Pension
United States of America · Foreign
Components of net periodic benefit cost (income):BargainingPlanSupplementalPlanPensionPlansTotalPensionPostretirementPlans
Service cost$8.9$—$—$8.9$0.5
Interest cost25.80.92.829.54.3
Expected return on plan assets(30.0)—(2.3)(32.3)(2.7)
Amortization of prior service cost1.2——1.2(5.9)
Settlements—————
Net remeasurement losses (gains)6.4—1.88.2(1.6)
Net Periodic Benefit Cost (Income)$12.3$0.9$2.3$15.5$(5.4)

The components of net periodic benefit cost (income) for the year ended December 31, 2024 were as follows:

Pension
United States of America · Foreign
Components of net periodic benefit cost (income):BargainingPlanSalariedPlanSupplementalPlanPensionPlansTotalPensionPostretirementPlans
Service cost$8.9$0.3$—$—$9.2$0.6
Interest cost25.42.30.92.531.14.3
Expected return on plan assets(28.0)(2.4)—(3.1)(33.5)(2.9)
Amortization of prior service cost1.2———1.2(5.9)
Settlements——————
Net remeasurement losses (gains)8.31.8(0.7)1.010.4(0.1)
Net Periodic Benefit Cost (Income)$15.8$2.0$0.2$0.4$18.4$(4.0)

The components of net periodic benefit cost (income) for the year ended December 31, 2023 were as follows:

Pension
United States of America · Foreign
Components of net periodic benefit cost (income):BargainingPlanSalariedPlanSupplementalPlanPensionPlansTotalPensionPostretirementPlans
Service cost$9.5$0.9$—$—$10.4$0.7
Interest cost25.96.70.92.335.84.7
Expected return on plan assets(26.9)(7.5)—(2.7)(37.1)(3.4)
Amortization of prior service cost1.3———1.3(6.0)
Curtailment——————
Net remeasurement losses (gains)26.64.00.67.538.71.9
Net Periodic Benefit Cost (Income)$36.4$4.1$1.5$7.1$49.1$(2.1)

Metallus recognizes its overall responsibility to ensure that the assets of its various defined benefit pension plans are managed effectively and prudently and in compliance with its policy guidelines and all applicable laws. Preservation of capital is important; however, Metallus also recognizes that appropriate levels of risk are necessary to allow its investment managers to achieve satisfactory long-term results consistent with the objectives and the fiduciary character of the pension funds. Asset allocations are established in a manner consistent with projected plan liabilities, benefit payments and expected rates of return for various asset classes. The expected rate of return for the investment portfolios is based on expected rates of return for various asset classes, as well as historical asset class and fund performance.

The target allocations for each plan's assets are as follows:

Pension
United States of America · Foreign
Target Allocations:BargainingPlanSupplementalPlanPensionPlansWeightedAveragePensionPostretirementPlans
Equity securities38.0%n/a—33.0%26.0%
Debt securities34.0%n/a100.0%42.7%67.0%
Other investments28.0%n/a—24.3%7.0%

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date ("exit price"). The inputs used to measure fair value are classified into the following hierarchy:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 - Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.

Level 3 - Require significant judgment due to the absence of quoted market prices, the inherent lack of liquidity, and the long-term nature of such investments. Investments in private debt and real estate are valued at estimated fair value based on quarterly financial information received from the investment advisor and/or general partner. These estimates incorporate factors such as contributions and distributions, market transactions, market comparables, discounted cash flow estimates, third party appraisals or valuations, and performance multiples.

The following table presents the fair value hierarchy for those investments of the Company's pension assets measured at fair value on a recurring basis as of December 31, 2025:

TotalLevel 1Level 2Level 3
Assets:
Cash and cash equivalents$11.1$2.8$8.3$—
U.S government and agency securities43.143.1——
Mutual fund - equities96.196.1——
Mutual fund - fixed income14.814.8——
Mutual fund - tactical tilt12.812.8——
Exchange traded funds1.41.4——
Real estate23.1——23.1
Private debt33.7——33.7
Total Assets in the fair value hierarchy$236.1$171.0$8.3$56.8
Assets measured at net asset value (1)207.0———
Total Assets$443.1$171.0$8.3$56.8

(1)Certain assets that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. Such assets include common collective trusts that invest in equity securities and fixed income securities, limited partnerships, real estate partnerships, and hedge funds. As of December 31, 2025, these assets are redeemable at net asset value within 90 days, except for certain private investments with an estimated liquidation period of one to ten years.

The following table presents the fair value hierarchy for those investments of the Company's pension assets measured at fair value on a recurring basis as of December 31, 2024:

TotalLevel 1Level 2Level 3
Assets:
Cash and cash equivalents$12.6$3.3$9.3$—
U.S government and agency securities36.336.3——
Mutual fund - equities80.980.9——
Mutual fund - fixed income12.512.5——
Mutual fund - tactical tilt10.810.8——
Exchange traded funds0.50.5——
Real estate29.7——29.7
Private debt22.2——22.2
Total Assets in the fair value hierarchy$205.5$144.3$9.3$51.9
Assets measured at net asset value (1)191.1———
Total Assets$396.6$144.3$9.3$51.9

(1)Certain assets that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. Such assets include common collective trusts that invest in equity securities and fixed income securities, limited partnerships, real estate partnerships, and hedge funds. As of December 31, 2024, these assets were redeemable at net asset value within 90 days, except for certain private investments with an estimated liquidation period of one to ten years.

The following table sets forth a summary of changes in the fair value of the Company's pension plan level three assets for the year ended December 31, 2025:

Level 3 assets only
Balance at the beginning of year$51.9
Transfers in and/or out of Level 3—
Actual return on plan assets:
Realized gain (loss)0.9
Net unrealized gain (loss)2.8
Purchases, sales, issuances and settlements:
Purchases5.8
Sales(4.6)
Balance at the end of year$56.8

The following table presents the fair value hierarchy for those investments of the Company's postretirement assets measured at fair value on a recurring basis as of December 31, 2025:

TotalLevel 1Level 2Level 3
Assets:
Cash and cash equivalents$2.5$2.5$—$—
Mutual fund - equities11.311.3——
Mutual fund - fixed income6.26.2——
Mutual fund - real assets0.90.9——
Mutual fund - tactical tilt2.12.1——
Total Assets in the fair value hierarchy$23.0$23.0$—$—
Assets measured at net asset value (1)22.9———
Total Assets$45.9$23.0$—$—

(1)Certain assets that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. Such assets include common collective trusts that invest in equity securities and fixed income securities. As of December 31, 2025, these assets are redeemable at net asset value on a daily basis.

The following table presents the fair value hierarchy for those investments of the Company's postretirement assets measured at fair value on a recurring basis as of December 31, 2024:

TotalLevel 1Level 2Level 3
Assets:
Cash and cash equivalents$3.6$3.6$—$—
Mutual fund - equities11.911.9——
Mutual fund - fixed income6.66.6——
Mutual fund - real assets0.90.9——
Mutual fund - tactical tilt2.32.3——
Total Assets in the fair value hierarchy$25.3$25.3$—$—
Assets measured at net asset value (1)24.1———
Total Assets$49.4$25.3$—$—

(1)Certain assets that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. Such assets include common collective trusts that invest in equity securities, fixed income securities, and limited partnerships. As of December 31, 2024, these assets are redeemable at net asset value on a daily basis.

Future benefit payments are expected to be as follows:

Pension
United States of America · Foreign
Benefit Payments:BargainingPlanSupplementalPlanPensionPlansPostretirementPlans
202643.90.62.88.0
202746.712.83.27.7
202846.00.53.37.3
202944.00.53.57.0
203044.30.53.66.8
2031-2035189.01.919.830.4

The Company expects to make required contributions and payments to its pension and postretirement plans of $32.1 million in the next 12 months and $94.0 million from 2027 through 2035. The timing and amount of future required pension contributions is significantly affected by asset returns and actuarial assumptions.

Defined Contribution Plans

The Company recorded expense primarily related to employer matching and non-discretionary contributions to these defined contribution plans of $3.6 million in 2025, $3.1 million in 2024, and $3.4 million in 2023.

Note 14 - Stock-Based Compensation

Description of the Plan

On May 6, 2020, the Company's shareholders approved the 2020 Equity and Incentive Compensation Plan ("2020 Plan"), which replaced the previously approved Amended and Restated 2014 Equity and Incentive Compensation Plan ("2014 Plan"). The 2020 Plan authorizes the Compensation Committee to provide cash awards and equity-based compensation in the form of stock options, stock appreciation rights, restricted shares, restricted share units, performance shares, performance units, dividend equivalents, and certain other awards for the primary purpose of providing our employees, officers and directors incentives and rewards for service and/or performance. Subject to adjustment as described in the 2020 Plan, and subject to the 2020 Plan share counting rules, a total of 2.0 million common shares of the Company are available for awards granted under the 2020 Plan (plus shares subject to awards granted under the 2020 Plan or the 2014 Plan that are canceled or forfeited, expire, are settled for cash, or are unearned to the extent of such cancellation, forfeiture, expiration, cash settlement or unearned amount, as further described in the 2020 Plan). These shares may be shares of original issuance or treasury shares, or a combination of both. The aggregate number of shares available under the 2020 Plan will generally be reduced byone common share for every one share subject to an award granted under the 2020 Plan. The 2020 Plan also provides that, subject to adjustment as described in the 2020 Plan: (1) the aggregate number of common shares actually issued or transferred upon the exercise of incentive stock options will not exceed 2.0 million common shares; and (2) no non-employee director of the Company will be granted, in any period of one calendar year, compensation for such service having an aggregate maximum value (measured at the grant date as applicable, and calculating the value of any awards based on the grant date fair value for financial reporting purposes) in excess of $0.5 million.

On May 5, 2021, shareholders approved the Amended and Restated 2020 Equity and Incentive Compensation Plan (the “Amended 2020 Plan”), which amended and restated the 2020 plan. In general, the Amended 2020 Plan modified the 2020 Plan to (1) increase the number of common shares, without par value, of the Company available for awards by 2,000,000 shares, (2) correspondingly increase the limit on shares that may be issued or transferred upon the exercise of incentive stock options by 2,000,000 shares, (3) remove the 2020 Plan’s full value award limit of 1.8 million shares and (4) extend the plan term until May 5, 2031. In addition, the Amended 2020 Plan made certain other conforming, clarifying or non-substantive changes to the terms of the 2020 Plan to implement the Amended 2020 Plan but did not make other material changes to the 2020 Plan.

Stock Options

There wereno stock options granted during the years ended December 31, 2025, 2024 and 2023.

The following summarizes the Company's stock option activity from January 1,2025 to December 31, 2025:

Number ofSharesWeightedAverageExercisePriceWeightedAverageRemainingContractualTerm (Years)AggregateIntrinsic Value(millions)
Outstanding as of December 31, 2024300,218$11.23
Granted————
Exercised(9,000)6.90——
Canceled, forfeited or expired(35,980)29.00——
Outstanding as of December 31, 2025255,238$8.883.4$2.1
Options expected to vest————
Options exercisable255,238$8.883.4$2.1

Time-Based Restricted Stock Units

Time-based restricted stock units are issued with the fair value equal to the closing market price of Metallus common shares on the date of grant. These restricted stock units do not have any performance conditions for vesting. Expense is recognized over the service period, adjusted for any forfeitures that occur during the vesting period.

The following summarizes the Company's stock-settled, time-based restricted stock unit activity from January 1,2025 to December 31, 2025:

Number ofSharesWeightedAverageGrant DateFair Value
Outstanding as of December 31, 20241,215,132$14.55
Granted623,75014.07
Vested(310,750)15.60
Canceled, forfeited or expired(26,184)17.23
Outstanding as of December 31, 20251,501,948$14.08

Performance-Based Restricted Stock Units

Annual grants of performance-based restricted stock units are generally earned (determined under a Compensation Committee approved matrix) based on the Company's relative total shareholder return as compared to an identified peer group of steel companies. The fair value of each unit is determined using a Monte Carlo valuation model, a generally accepted lattice pricing model. The overall vesting period is generally three years, with relative total shareholder return measured for the one, two andthree-year periods creating effectively a “nested” 1-year, 2-year, and 3-year performance period. Relative total shareholder return is calculated for each nested performance period by taking the beginning and ending price points based off a 20-trading day average closing stock price as of December 31.

The following summarizes the Company's stock-settled performance-based restricted stock unit activity from January 1,2025 to December 31, 2025:

Number ofSharesWeightedAverageGrant DateFair Value
Outstanding as of December 31, 2024590,887$25.93
Granted329,58017.31
Vested(176,747)25.04
Canceled, forfeited or expired(4,080)17.85
Outstanding as of December 31, 2025739,640$22.35

Transformation Incentive Grant Program

In the fourth quarter of 2023, the Board approved a performance-based Transformation Incentive Grant program (the “Transformation Incentive Grant Program”). Under the Transformation Incentive Grant Program, certain employees were granted performance-based restricted stock unit awards designed to be earned based upon the closing price performance of the Company's common shares during a performance period running from December 1, 2023 through December 31, 2026. Similar to the annual performance-based restricted stock units, the fair value of each share is determined using a Monte Carlo valuation model, a generally accepted lattice pricing model. There were no additional grants under the Transformation Incentive Grant Program during 2025 and 2024. As of December 31, 2025, the number of shares under the transformation incentive grant program is 350,000 shares at a weighted average of $22.46.

Metallus recognized stock-based compensation expense of $14.7 million, $14.0 million and $11.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

As of December 31, 2025, future stock-based compensation expense related to the unvested portion of all awards is approximately $18.2 million, which is expected to be recognized over a weighted average period of 1.7 years.

Note 15 - Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) for the years ended December 31, 2025 and 2024 by component were as follows:

Foreign CurrencyTranslationAdjustmentsPension andPostretirementLiabilityAdjustmentsTotal
Balance as of December 31, 2024$(7.7)$15.4$7.7
Other comprehensive income before reclassifications, before income tax1.6—1.6
Amounts reclassified from accumulated other comprehensive income (loss), before income tax—(3.6)(3.6)
Tax effect—(0.3)(0.3)
Net current period other comprehensive income (loss), net of income taxes1.6(3.9)(2.3)
Balance as of December 31, 2025$(6.1)$11.5$5.4
Foreign CurrencyTranslationAdjustmentsPension andPostretirementLiabilityAdjustmentsTotal
Balance as of December 31, 2023$(6.5)$18.9$12.4
Other comprehensive income before reclassifications, before income tax(1.2)—(1.2)
Amounts reclassified from accumulated other comprehensive income (loss), before income tax—(3.6)(3.6)
Tax effect—0.10.1
Net current period other comprehensive income (loss), net of income taxes(1.2)(3.5)(4.7)
Balance as of December 31, 2024$(7.7)$15.4$7.7

The amount reclassified from accumulated other comprehensive income (loss) for the years ended December 31, 2025 and December 31, 2024 for the pension and postretirement liability adjustment was included in other (income) expense, net in the Consolidated Statements of Operations. For more details refer to "Note 13 - Retirement and Postretirement Plans."

Note 16 – Contingencies

Metallus has a number of loss exposures incurred in the ordinary course of business, such as environmental claims, product warranty claims, employee-related matters, and other litigation. Establishing loss reserves for these matters requires management’s estimate and judgment regarding risk exposure and ultimate liability or realization. These loss reserves are reviewed periodically and adjustments are made to reflect the most recent facts and circumstances. Accruals related to environmental claims represent management’s best estimate of the fees and costs associated with these claims. Although it is not possible to predict with certainty the outcome of such claims, management believes that their ultimate dispositions should not have a material adverse effect on our financial position, cash flows or results of operations.

Note 17 – Subsequent Events

On February 5, 2026, the USW Local 1123 voted to ratify a newfour-year contract. The ratification of the Contract, which is in effect until September 30, 2029, resulted in a one‑time payment of approximately $2.0 million, which will be paid in the first quarter of 2026.

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