What changed in this filing

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Item 1A. Risk Factors

2026-02-12 compared with 2025-02-19 · 19 added, 22 removed, 253 unchanged (14% of the section changed)

2 unchanged sentences

Although the risks are organized by headings, and each risk is discussed separately, many are interrelated.

You should not interpret the disclosure of any risk factor to imply that the risk has not already materialized.

The risks discussed below are not the only risks that we may experience.

4 unchanged sentences

Each of these end markets is cyclical in nature, influenced by a combination of factors which could have a negative impact on our business, including, among other things, periods of economic growth or recession, inflation, tariffs, rising interest rates and the strength or weakness of the U.S.

dollar, the strength of the semiconductor, automotive electronics, and oil and gas industries, the rate of construction of telecommunications infrastructure equipment, and government spending on defense.

dollar, the strength of the semiconductor, automotive electronics, and oil and gas industries, the rate of construction of telecommunications infrastructure equipment, government spending on defense, and government shutdowns.

Also, in times when growth rates in our markets are lower, or negative, there may be temporary inventory adjustments by our customers that may negatively affect our business .

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For example, high-margin defense application delays and/or push-outs may adversely impact our results of operations, including quarterly earnings.

Our business could also be adversely affected by prolonged government shutdowns.

The markets for our products are experiencing rapid changes in technology.

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Our sales and development cycle, which is the period from the generation of a sales lead or new product idea through the development of the product and the recording of sales, may typically take several years, making it very difficult to forecast sales and results of operations.

Our inability to accurately predict the timing and magnitude of sales of our products, especially newly introduced products, could affect our ability to meet our customers’ product delivery requirements or cause our results of operations to suffer if we incur expenses in a particular period that do not translate into sales during that period, or at all.

Our inability to accurately predict the timing and magnitude of sales of our products, especially newly

introduced products, could affect our ability to meet our customers’ product delivery requirements or cause our results of operations to suffer if we incur expenses in a particular period that do not translate into sales during that period, or at all.

In addition, these failures would make it difficult to plan future capital expenditure needs and could cause us to fail to meet our cash flow requirements.

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The owners of the precious metals and copper charge a fee that fluctuates based on the market price of those metals and other factors.

A significant increase in the market price or the consignment fee of precious metals and/or copper would increase our costs, negatively impacting our operating profit.

A significant increase in the market price or the consignment fee of precious metals and/or copper would increase our costs.

We are not dependent on any one supplier for our primary raw materials, but the business could be impacted by supply constraints.

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Cyber attacks, vulnerabilities, and disruptions impacting those systems could result in the loss, theft, or disclosure of confidential, proprietary, or personal information or intellectual property and could also interrupt or damage our operations, harm our reputation, and subject us to legal claims.

Although we maintain a cyber insurance policy, there is no guarantee that such coverage will be sufficient to address costs, liabilities and damages we may incur in connection with a cybersecurity incident or that such coverage will continue to be available on commercially reasonable terms or at all.

Although we maintain a cyber insurance policy,

there is no guarantee that such coverage will be sufficient to address costs, liabilities and damages we may incur in connection with a cybersecurity incident or that such coverage will continue to be available on commercially reasonable terms or at all.

Data privacy compliance and breaches and the evolving global governmental regulations relating to data privacy and cybersecurity could adversely affect our results of operations and profitability.

9 unchanged sentences

The Company froze the pay and service amounts used to calculate the pension benefits for active participants as of January 1, 2020.

The Company has

defined benefit pension plans in other non-U.S.

The Company has defined benefit pension plans in other non-U.S.

Our pension expense and our required contributions to our pension plans are directly affected by the value of plan assets, the projected rate of return on plan assets, the actual rate of return on plan assets, and the actuarial assumptions we use to measure our defined benefit pension plan obligations, including the rate at which future obligations are discounted to a present value, or the discount rate.

16 unchanged sentences

Such changes may put us at a competitive disadvantage compared to some of our major competitors, to the extent we are unable to pass the tax costs through to our customers.

Specifically, the Inflation Reduction Act of 2022 may be subject to change by future presidential administrations, including the Trump administration.

It is not possible at this time to determine whether such actions will be taken and the impact they may have on the Company.

Our success is dependent upon our relationships with certain key customers.

1 unchanged sentence

If we lost one or more of these major customers, or if one or more major customers significantly decreased its orders for our products, our business, results of operations and financial condition could be materially and adversely impacted.

In fiscal year 2024 and 2023, one Performance Material customer accounted for approximately ten percent of our net sales.

In fiscal year 2025, no customers accounted for more than ten percent of our sales.

In fiscal years 2024 and 2023, one Performance Material customer accounted for approximately ten percent of our net sales.

Our business may be impacted by external factors that we may not be able to control.

6 unchanged sentences

We sell to customers outside of the United States from our domestic and international operations.

Revenue from international operations (principally Europe and Asia) accounted for approximately 57% in 2024 and 51% in 2023 and 2022, respectively of Net sales.

Revenue from international operations (principally Europe and Asia) accounted for approximately 64% in 2025, 57% in 2024 and 51% in 2023, respectively of Net sales.

We anticipate that international shipments will account for a significant portion of our sales for the foreseeable future.

9 unchanged sentences

Any of these risks could have an adverse effect on our international operations by reducing the demand for our products or reducing the prices at which we can sell our products, which could result in an adverse effect on our business, financial position, results of operations, or cash flows.

For example, the Trump administration has proposed to significantly increase tariffs on foreign imports into the United States, particularly from Canada, China and Mexico.

Other effects of these changes, including impacts on the price of raw materials, responsive actions from governments and the opportunity for competitors to establish a presence in markets where we participate, could also have significant impacts on our financial results.

For example, the Trump administration has imposed and could further impose broad-based global tariffs that could adversely impact trade relations and result in higher costs.

The effects of these changes, including impacts on the price of raw materials, responsive actions from governments and the opportunity for competitors to establish a presence in markets where we participate, could also have significant impacts on our financial results.

We cannot predict what further action may be taken with respect to tariffs or trade relations between the U.S.

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officials for the purpose of obtaining or retaining business.

While policies mandate compliance with these anti-bribery laws, we operate in many parts of the world that have experienced governmental corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices.

While policies mandate compliance with these

anti-bribery laws, we operate in many parts of the world that have experienced governmental corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices.

We cannot assure that our internal controls and procedures will always protect us from the reckless or criminal acts committed by our employees or agents.

9 unchanged sentences

and other jurisdictions in which we operate may result in new or additional requirements, additional charges to fund energy efficiency activities, and fees or restrictions on certain activities.

Compliance with these climate change initiatives may also result in additional costs to us, including, among other things, increased production costs, additional taxes, reduced

emission allowances or additional restrictions on production or operations.

Compliance with these climate change initiatives may also result in additional costs to us, including, among other things, increased production costs, additional taxes, reduced emission allowances or additional restrictions on production or operations.

Any adopted future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations.

15 unchanged sentences

The increased levels of scrutiny by federal, state, foreign, and international regulatory authorities could lead to regulatory decisions relating to the approval or prohibition of the use of beryllium-containing materials for various uses.

Concerns over CBD and other potential adverse health effects relating to beryllium, as well as concerns regarding potential liability from the use of beryllium, may discourage our customers’ use of our beryllium-containing products and significantly reduce demand for our products.

our products.

In addition, adverse media coverage relating to our beryllium-containing products could damage our reputation or cause a decrease in demand for beryllium-containing products, which could adversely affect our profitability.

Additionally we, as well as our customers, are subject to laws regulating worker exposure to beryllium.

In 2018, OHSA issued a final standard for workplace exposure to beryllium.

Materion was a participant in the development of the standards, which fundamentally represent our current health and safety operating practices.

Other government and standard-setting organizations are also reviewing beryllium-related worker safety rules and standards, and will likely make them more stringent.

The development, proposal, or adoption of more stringent standards may affect buying decisions by the users of beryllium-containing products.

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Others, such as the federal Comprehensive Environmental Response, Compensation, and Liability Act, impose strict, retroactive, and joint and several liability upon entities responsible for releases of hazardous substances.

Bertrandite ore

mining is also subject to extensive governmental regulation on matters such as permitting and licensing requirements, plant and wildlife protection, reclamation and restoration of mining properties, the discharge of materials into the environment, and the effects that mining has on groundwater quality and availability.

Bertrandite ore mining is also subject to extensive governmental regulation on matters such as permitting and licensing requirements, plant and wildlife protection, reclamation and restoration of mining properties, the discharge of materials into the environment, and the effects that mining has on groundwater quality and availability.

Future requirements could impose on us significant additional costs or obligations with respect to our extraction, milling, and processing of ore.

64 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors