Metallus Inc.

In determining whether an executive has met the applicable ownership targets, the company considers all shares owned by the executive plus restricted stock units still subject to forfeiture, but not shares that are subject to unexercised options or performance shares still subject to forfeiture. As of February 27, 2026, each of the NEOs (with the exception of Mr. Zaranec who joined the company in June 2025) had achieved the established guideline. Each NEO is required to retain shares (net of tax withholding) earned under the company’s long-term incentive plan until the ownership target is achieved.

Anti-pledging and anti-hedging policy

The company prohibits pledging company stock or hedging the economic risk related to such stock ownership. Please see “Corporate governance – Anti-hedging policy” for additional information.

Clawback provisions

We maintain a Compensation Recovery Policy, which requires the company to recover (or clawback) certain excess incentive-based compensation received during an applicable three-year recovery period by current or former executive officers in the event the company is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws. Triggering events include accounting restatements to correct an error in previously issued financial statements that is material to such previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Excess incentive-based compensation for these purposes generally means the amount of incentive-based compensation received (on or after October 2, 2023) by such executive officer that exceeds the amount of incentive-based compensation that would have been received by such executive officer had it been determined based on the restated amounts, without regard to any taxes paid. Incentive-based compensation potentially subject to recovery under the mandatory accounting restatement provisions of the Compensation Recovery Policy is generally limited to any compensation granted, earned or vested based wholly or in part on the attainment of one or more financial reporting measures.

In general, the company may utilize a broad range of recoupment methods under the Compensation Recovery Policy for mandatory accounting restatement clawbacks. The Compensation Recovery Policy does not condition such clawback on the fault of the executive officer, but the company is not required to clawback amounts in limited circumstances where the Compensation Committee has made a determination that recovery would be impracticable and (1) the company has already attempted to recover such amounts but the direct expense paid to a third party in an effort to enforce the Compensation Recovery Policy would exceed the amount to be recovered, (2) the recovery of amounts would violate applicable home country law, or (3) the recovery would likely cause thenon-compliance of atax-qualified retirement plan under the Internal Revenue Code of 1986, as amended, and applicable regulations. The company may not indemnify any such executive officer against the loss of such recovered compensation in the event of a mandatory accounting restatement.

The company also continues to maintain other compensation recovery arrangements in the form of compensation clawback provisions, terms and conditions in the company’s APA plan and, as applicable, certain of the company’s long-term equity award agreements. These arrangements remain operational and apply to individuals and/or compensation not covered by or subject to the Compensation Recovery Policy. These arrangements are intended to deter certain types of conduct, including conduct that could affect the accuracy of the company’s financial statements. Under these arrangements as currently in effect, if personal misconduct or any fraudulent activity on the part of the covered employee leads to the restatement of company financial results, the company can clawback all or part of an award. In such cases, the Compensation Committee has discretion, based on applicable facts and circumstances, to cause the company to recover all or any portion of the incentive paid or payable to the covered employee for some or all of the years covered by the restatement.

Tax accounting rules and regulations

The Compensation Committee generally considers the effect of tax and accounting rules when structuring our executive compensation arrangements. However, those considerations are not controlling factors in the design of our executive compensation program. For example, Section 162(m) of the Internal Revenue Code generally disallows a federal income tax deduction for compensation paid to our “covered employees” to the extent such compensation exceeds $1 million per executive in any fiscal year.

The Compensation Committee retains the flexibility to award compensation that is consistent with the company’s objectives and philosophy even if it does not qualify for a tax deduction. The Compensation Committee believes the tax deduction limitation of Section 162(m) of the Internal Revenue Code should not be permitted to compromise the company’s ability to design and maintain executive compensation arrangements that will attract and retain the executive talent we need to compete successfully. Accordingly, achieving the desired flexibility in the design and delivery of compensation may result in compensation that in certain cases is not deductible for federal income tax purposes.

Compensation of named executive officers