What changed in this filing

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Item 1. Financial Statements

2026-04-29 compared with 2025-10-30 · 164 added, 288 removed, 489 unchanged (48% of the section changed)

2 unchanged sentences

Consolidated Statements of Income

Third Quarter Ended Nine Months Ended

(Thousands, except per share amounts) September 26, 2025 September 27, 2024 September 26, 2025 September 27, 2024

First Quarter Ended

(Thousands, except per share amounts) April 3, 2026 March 28, 2025

Net sales $ 549,824 $ 420,330

21 unchanged sentences

Consolidated Statements of Comprehensive Income

Third Quarter Ended Nine Months Ended

September 26, September 27, September 26, September 27,

First Quarter Ended

April 3, March 28,

(Thousands) 2026 2025

4 unchanged sentences

Pension and post-employment benefit adjustment, net of tax 154 1,075

Other comprehensive loss ( 1,499 ) 3,065 7,787 ( 874 )

Other comprehensive income (loss) ( 1,289 ) 3,347

Comprehensive income $ 18,084 $ 21,045

2 unchanged sentences

Consolidated Balance Sheets

September 26, December 31,

April 3, Dec.

(Thousands) 2026 2025

35 unchanged sentences

Common stock (no par value;

60,000 authorized shares, issued shares of 27,148 at both September 26 th and December 31 st )

60,000 authorized shares, issued shares of 27,148 at April 3 and December 31)

368,264 351,901

8 unchanged sentences

Consolidated Statements of Cash Flows

Nine Months Ended

September 26, September 27,

Three Months Ended

April 3, March 28,

(Thousands) 2026 2025

5 unchanged sentences

Stock-based compensation expense (non-cash) 3,371 2,986

Deferred income tax expense (benefit) ( 43 ) ( 9 )

Deferred income tax (benefit) expense ( 3 ) 22

Changes in assets and liabilities:

8 unchanged sentences

Other-net 2,421 ( 1,444 )

Net cash provided by operating activities 83,724 11,564

Net cash provided by (used in) operating activities ( 4,307 ) 15,502

Cash flows from investing activities:

2 unchanged sentences

Proceeds from sale of property, plant, and equipment — 266

Payments for acquisition, net of cash acquired ( 19,500 ) —

Net cash used in investing activities ( 15,349 ) ( 20,738 )

Cash flows from financing activities:

Proceeds from borrowings under credit facilities, net 30,574 91,057

Repayment of long-term debt ( 16,609 ) ( 22,694 )

Proceeds from (repayments of) borrowings under credit facilities, net 32,783 16,190

Repayment of debt ( 1,572 ) ( 7,522 )

Principal payments under finance lease obligations ( 153 ) ( 163 )

Cash dividends paid ( 2,905 ) ( 2,803 )

Deferred financing costs ( 2,935 ) —

Repurchase of common stock ( 7,843 ) —

Payments of withholding taxes for stock-based compensation awards ( 5,772 ) ( 2,224 )

13 unchanged sentences

Comprehensive

Balance at June 27, 2025 20,727 6,421 $ 345,666 $ 886,247 $ ( 276,447 ) $ ( 51,760 ) $ 6,939 $ 910,645

Net income — — — 25,412 — — — 25,412

Other comprehensive income — — — — — ( 1,499 ) — ( 1,499 )

Cash dividends declared ($ 0.140 per share)

— — — ( 2,903 ) — — — ( 2,903 )

Stock-based compensation activity 8 ( 8 ) 3,557 ( 65 ) ( 409 ) — — 3,083

Repurchase of common stock — — — — —

Payments of withholding taxes for stock-based compensation awards ( 2 ) 2 — — ( 203 ) — — ( 203 )

Directors’ deferred compensation — — 24 — ( 44 ) — 64 44

Balance at September 26, 2025 20,733 6,415 $ 349,247 $ 908,691 $ ( 277,103 ) $ ( 53,259 ) $ 7,003 $ 934,579

Balance at June 28, 2024 20,747 6,401 $ 328,836 $ 881,284 $ ( 258,583 ) $ ( 50,887 ) $ 6,435 $ 907,085

Net income — — — 22,294 — — — 22,294

Other comprehensive income — — — — — 3,065 — 3,065

Cash dividends declared ($ 0.135 per share)

— — — ( 2,802 ) — — — ( 2,802 )

Stock-based compensation activity 5 ( 5 ) 2,774 ( 12 ) ( 381 ) — — 2,381

Payments of withholding taxes for stock-based compensation awards ( 1 ) 1 — — ( 173 ) — — ( 173 )

Directors’ deferred compensation — — 36 — ( 54 ) — 63 45

Balance at September 27, 2024 $ 20,751 $ 6,397 $ 331,646 $ 900,764 $ ( 259,191 ) $ ( 47,822 ) $ 6,498 $ 931,895

Common Shares Shareholders' Equity

(Thousands, except per share amounts) Common Shares Common Shares Held in Treasury Common

Stock Retained

Earnings Common

Treasury Accumulated Other

Comprehensive

Balance at December 31, 2025 20,735 6,413 $ 351,901 $ 912,361 $ ( 277,473 ) $ ( 50,581 ) $ 7,069 $ 943,277

4 unchanged sentences

Stock-based compensation activity 102 ( 102 ) 16,332 ( 33 ) ( 12,066 ) — — 4,233

Repurchase of common stock ( 100 ) 100 — — ( 7,843 ) — — ( 7,843 )

Payments of withholding taxes for stock-based compensation awards ( 36 ) 36 — — ( 5,772 ) — — ( 5,772 )

Directors’ deferred compensation — — 31 — ( 51 ) — 66 46

Balance at September 26, 2025 20,733 6,415 $ 349,247 $ 908,691 $ ( 277,103 ) $ ( 53,259 ) $ 7,003 $ 934,579

Balance at April 3, 2026 20,801 6,347 $ 368,264 $ 928,796 $ ( 295,362 ) $ ( 51,870 ) $ 7,135 $ 956,963

Balance at December 31, 2024 20,764 6,384 $ 336,136 $ 849,111 $ ( 261,880 ) $ ( 61,046 ) $ 6,560 $ 868,881

6 unchanged sentences

Directors’ deferred compensation — — 26 — ( 45 ) — 63 44

Balance at September 27, 2024 20,751 6,397 331,646 900,764 ( 259,191 ) ( 47,822 ) 6,498 931,895

Balance at March 28, 2025 20,814 6,334 $ 342,759 $ 864,002 $ ( 267,756 ) $ ( 57,699 ) $ 6,623 $ 887,929

See notes to these consolidated financial statements.

4 unchanged sentences

The accompanying consolidated financial statements of Materion Corporation and its subsidiaries (referred to herein as the Company, our, we, or us) contain all of the adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods reported.

All material adjustments were of a normal and recurring nature.

All adjustments were of a normal and recurring nature.

These consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company's 2025 Annual Report on Form 10-K.

1 unchanged sentence

New Accounting Guidance Issued and Not Yet Adopted:

In December 2023, the Financial Accounting Standards Board (FASB) issued ASU No.

2023-09, Improvements to Income Tax Disclosures (Topic 740) .

This ASU updates current income tax disclosure requirements to require disclosures of specific categories of information within the effective tax rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

This ASU will be effective for the annual period ending December 31, 2025.

Adoption of this ASU will result in additional disclosure, but it will not impact the Company’s consolidated financial position, results of operations or cash flows.

In November 2024, the FASB issued a final ASU to require disaggregated disclosure of income statement expenses.

In November 2024, the Financial Accounting Standards Board (FASB) issued a final ASU to require disaggregated disclosure of income statement expenses.

This new standard requires public business entities to provide detailed disclosures in the notes to financial statements disaggregating specific expense categories, including employee compensation, depreciation, and intangible asset amortization, as well as certain other disclosures to provide enhanced transparency into the nature and function of expenses.

4 unchanged sentences

Targeted Improvements to the Accounting for internal-use software .

The amendments in this update make targeted improvements to Subtopic 350-40, Intangibles-Goodwill and Other-internal-use software to increase the operability of the recognition guidance considering different methods of software development.

The ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted.

The amendments in this ASU make targeted improvements to Subtopic 350-40, Intangibles-Goodwill and Other-internal-use software, to increase the operability of the recognition guidance considering different methods of software development.

This ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating the impact that the adoption of this ASU will have on its condensed consolidated financial statements and related disclosures.

In December 2025, the FASB issued 2025‑10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities .

This ASU establishes comprehensive U.S.

GAAP guidance for the recognition, measurement, and presentation of government grants received by business entities.

The amendments incorporate principles similar to those in International Accounting Standards (IAS) 20 and are intended to reduce diversity in practice by providing a consistent framework for accounting for monetary and tangible nonmonetary government grants.

This ASU is effective for fiscal years beginning after December 15, 2028, and interim periods within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating the impact that the adoption of this ASU will have on its condensed consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-scope improvements.

The amendments clarify the scope, form, and content of interim financial statement disclosures and improve the navigability of Topic 270 without changing existing interim reporting requirements.

This ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating the impact that the adoption of this ASU will have on its interim financial reporting and related disclosures.

Note B — Acquisition

1 unchanged sentence

This strategic investment expands the Company’s global footprint with a facility in Asia to better serve semiconductor customers in that region.

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

The total purchase price was approximately $ 19.5 million, which was paid in cash on the date of acquisition.

The acquisition and related fees and expenses were funded through available cash and borrowings under the Company's revolving credit facility.

Acquisition-related transaction and integration costs totaled $ 1.7 million in 2025.

Acquisition-related transaction and integration costs totaled $ 1.8 million in 2025 with no material costs incurred in 2026.

These costs are included in selling, general, and administrative expenses in the Consolidated Statements of Income.

The Company accounted for the transaction as a business combination using the acquisition method of accounting and a third-party valuation appraisal, and included the results of operations of the acquisition in its consolidated financial statements from the effective date of the acquisition.

The operating results are included within Materion’s Electronic Materials segment.

The operating results are included within the Company's Electronic Materials segment.

Pro forma financial information has not been presented, as revenue and expenses related to the acquisition do not have a material impact on the Company’s consolidated financial statements.

The total purchase price was allocated to identifiable assets and liabilities based upon the preliminary estimates of fair value at the date of the acquisition, which primarily included PP&E and a developed technology intangible asset of $ 2.1 million.

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired, such excess was allocated to goodwill and approximated $ 14.9 million.

The total purchase price was allocated to identifiable assets and liabilities based upon the preliminary estimates of fair value at the date of the acquisition, which primarily included property, plant and equipment, and a developed technology intangible asset of $ 2.1 million.

To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired, such excess was allocated to goodwill and approximated $ 14.9 million.

The goodwill is deductible for Korean tax purposes.

The fair values of the acquired intangible asset is determined based on an income approach, using estimates and assumptions that are deemed reasonable by the Company.

The fair value of the acquired intangible asset is determined based on an income approach, using estimates and assumptions that are deemed reasonable by the Company.

These assumptions are subject to revision as additional information is obtained about the facts and circumstances that existed as of the acquisition date, primarily related to intangible assets, which may result in adjustments to the preliminary values discussed above as valuations are finalized.

3 unchanged sentences

Performance Materials, Electronic Materials, Precision Optics, and Other.

The Company’s reportable segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the Chief Executive Officer, the Company's CODM, in determining how to allocate the Company’s resources and evaluate performance.

The Company’s reportable segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the Chief Executive Officer, the Company's chief operating decision maker, in determining how to allocate the Company’s resources and evaluate performance.

Performance Materials provides advanced engineered solutions comprised of beryllium and non-beryllium containing alloy systems and custom engineered parts in strip, bulk, rod, plate, bar, tube, and other customized shapes.

3 unchanged sentences

The primary measurement used by management to measure the financial performance of each segment is earnings before interest, taxes, depreciation and amortization (EBITDA).

The below table presents financial information for each segment and a reconciliation of EBITDA to Net Income (the most directly comparable GAAP financial measure) for the third quarter and first nine months of 2025 and 2024:

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Third quarter ended September 26, 2025

Performance Materials Electronic Materials Precision Optics Other Consolidated

Net sales (1)

$ 170,787 $ 246,837 $ 27,184 $ — $ 444,808

Cost of sales 125,909 213,746 18,892 138 358,685

Selling, general and administrative expense 14,228 10,731 4,896 8,401 38,256

Other segment items (2)

4,018 5,878 2,442 ( 125 ) 12,213

Segment depreciation, depletion and amortization 10,279 4,443 2,277 505 17,504

Segment EBITDA $ 36,911 $ 20,925 $ 3,231 $ ( 7,909 ) $ 53,158

Income tax expense 2,698

Interest expense - net 7,544

Depreciation, depletion and amortization 17,504

Net Income $ 25,412

Third quarter ended September 27, 2024

Performance Materials Electronic Materials Precision Optics Other Consolidated

Net sales (1)

$ 177,376 $ 236,906 $ 22,433 $ — $ 436,715

Cost of sales 125,587 213,503 16,602 85 355,777

Selling, general and administrative expense 14,046 9,728 4,941 6,294 35,009

Other segment items (2)

3,655 5,893 3,824 656 14,028

Segment depreciation, depletion and amortization 10,714 4,527 2,895 457 18,593

Segment EBITDA $ 44,802 $ 12,309 $ ( 39 ) $ ( 6,578 ) $ 50,494

Income tax expense 768

Interest expense - net 8,839

Depreciation, depletion and amortization 18,593

Net Income $ 22,294

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

First nine months ended September 26, 2025

The below table presents financial information for each segment and a reconciliation of EBITDA to Net Income (the most directly comparable GAAP financial measure) for the first quarter of 2026 and 2025:

First quarter ended April 3, 2026

Performance Materials Electronic Materials Precision Optics Other Consolidated

11 unchanged sentences

Net Income $ 19,373

First nine months ended September 27, 2024

First quarter ended March 28, 2025

Performance Materials Electronic Materials Precision Optics Other Consolidated

11 unchanged sentences

Net Income $ 17,698

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(1) Excludes inter-segment sales of $ 1.0 million and $ 1.6 million for the third quarter of 2025 and 2024, respectively, and $ 5.6 million and $ 4.8 million for the first nine months of 2025 and 2024, respectively, for Electronic Materials.

There were no material inter-segment sales for Performance Materials or Precision Optics in 2025 or 2024.

(1) Excludes inter-segment sales of $ 2.7 million for the first quarter of 2026 and $ 2.6 million for the first quarter of 2025 for Electronic Materials.

Inter-segment sales are eliminated in consolidation.

4 unchanged sentences

• Non-operating expenses primarily related to pension costs

The following table disaggregates revenue for each segment by end market for the third quarter and first nine months of 2025 and 2024:

(Thousands) Performance Materials Electronic Materials Precision Optics Other Total

Third Quarter 2025

Semiconductor $ 2,005 $ 205,821 $ 1,120 $ — $ 208,946

Industrial 31,141 9,020 6,656 — 46,817

Aerospace and defense 40,326 2,357 8,298 — 50,981

Consumer electronics 48,206 416 4,027 — 52,649

Automotive 15,206 669 1,628 — 17,503

Energy 8,448 19,619 — — 28,067

Life sciences 2,465 6,497 5,097 — 14,059

Other 22,990 2,438 358 — 25,786

Total $ 170,787 $ 246,837 $ 27,184 $ — $ 444,808

Third Quarter 2024

Semiconductor $ 2,097 $ 198,790 $ 798 $ — $ 201,685

Industrial 33,494 7,352 6,254 — 47,100

Aerospace and defense 44,940 975 5,126 — 51,041

Consumer electronics 49,131 172 4,006 — 53,309

Automotive 18,123 1,724 1,780 — 21,627

Energy 12,819 20,810 — — 33,629

Life sciences 2,602 4,780 4,264 — 11,646

Other 14,170 2,303 205 — 16,678

Total $ 177,376 $ 236,906 $ 22,433 $ — $ 436,715

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

The following table disaggregates revenue for each segment by end market for the first quarter of 2026 and 2025:

(Thousands) Performance Materials Electronic Materials Precision Optics Other Total

First Nine Months 2025

First Quarter 2026

Semiconductor $ 2,306 $ 314,258 $ 1,798 $ — $ 318,362

7 unchanged sentences

Total $ 155,665 $ 363,364 $ 30,795 $ — $ 549,824

First Nine Months 2024

First Quarter 2025

Semiconductor $ 3,628 $ 183,749 $ 775 $ — $ 188,152

12 unchanged sentences

Control over a product is generally transferred to the customer when the Company has a present right to payment, the customer has legal title, the customer has physical possession, the customer has the significant risks and rewards of ownership, and/or the customer has accepted the product.

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Transaction Price Allocated to Future Performance Obligations:

Accounting Standards Codification (ASC) 606, " Revenue from Contracts with Customers " , requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied at September 26, 2025.

Accounting Standards Codification 606, Revenue from Contracts with Customers, requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied at April 3, 2026.

Remaining performance obligations include non-cancelable purchase orders and customer contracts.

1 unchanged sentence

As such, the Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.

After considering the practical expedient at September 26, 2025 and September 27, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $ 21.5 million and $ 39.9 million, respectively.

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

After considering the practical expedient at April 3, 2026 and December 31, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $ 14.0 million and $ 21.9 million, respectively.

Contract Balances :

The timing of revenue recognition, billings, and cash collections resulted in the following contract assets and contract liabilities:

(Thousands) September 26, 2025

December 31, 2024

$ change % change

(Thousands) April 3, 2026 December 31, 2025 $ change % change

Accounts receivable, trade

6 unchanged sentences

The Company believes that its receivables are collectible and appropriate allowances for doubtful accounts have been recorded.

Impairment losses (bad debt) incurred related to our receivables were immaterial during the third quarter and first nine months of 2025 and 2024.

In the fourth quarter of 2024, the Company entered into a factoring agreement to sell certain receivables to a third-party financial institution.

Impairment losses (bad debt) incurred related to our receivables were immaterial during the first three months of 2026 and 2025.

During 2024, the Company entered into a factoring agreement to sell certain receivables to a third-party financial institution.

The transfer of the receivables constitute purchases and sales of receivables resulting in a reduction of trade receivables on the consolidated balance sheets and the proceeds are included in the cash flows from operating activities in the consolidated statements of cash flows.

The Company sold $ 20.5 million of receivables in the third quarter of 2025 and a total of $ 59.4 million of receivables in the first nine months of 2025.

The Company recorded a loss on sale of $ 0.2 million and $ 0.6 million for the third quarter and first nine months of 2025, respectively.

The Company sold $ 48.9 million of receivables in the fourth quarter of 2024 and recorded a loss on sale of $ 0.7 million.

The Company sold $ 8.1 million of receivables in the first quarter of 2026 and recorded a loss on sale of $ 0.1 million.

The Company did not sell any receivables in the fourth quarter of 2025.

Total receivables sold under this program amount to $ 116.4 million.

2 unchanged sentences

Billings made on contracts are recorded as a reduction of unbilled receivables.

Unbilled receivables are included within the prepaid and other current assets line item on the Consolidated Balance Sheet.

Unearned revenue is recorded for consideration received from customers in advance of satisfaction of the related performance obligations.

The Company recognized approximately $ 10.1 million of the December 31, 2024 short-term unearned amounts as revenue during the first nine months of 2025.

The Company recognized approximately $ 5.4 million of the December 31, 2025 unearned amounts as revenue during the first three months of 2026.

As a practical expedient, the Company does not adjust the promised amount of consideration for the effects of a significant financing component because the period between the transfer of a product or service to a customer and when the customer pays for that product or service will be one year or less.

The Company does not include extended payment terms in its contracts with customers.

Note E — Restructuring

In fiscal year 2024, the Company announced restructuring plans that were both designed to reduce costs and expenses in response to macroeconomic conditions and operating performance at the time the actions were announced.

These actions impacted all three of our business segments as well as Corporate.

When completed, the restructuring programs are expected to result in the reduction in annual cost of sales and operating expenses.

In 2025, the Company continued to implement restructuring actions, primarily in our Precision Optics segment.

In connection with these actions, we recorded restructuring expenses of $ 0.2 million and $ 2.7 million in the three and nine months ended September 26, 2025, respectively, and $ 1.5 million and $ 6.2 million in the three and nine months ended September 27, 2024, respectively, all of which were associated with workforce reduction, including severance and other personnel-related costs.

We expect to substantially complete the remaining restructuring activities by the end of fiscal year 2025.

The activity in the accrued balances incurred in relation to restructuring during the nine months ended September 26, 2025, and September 27, 2024, were as follows:

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Note E — Restructuring

In fiscal years 2025 and 2024, we announced restructuring plans that were both designed to reduce costs and expenses in response to macroeconomic conditions and current operating performance.

These actions impacted all three of our business segments as well as Corporate.

The restructuring programs are expected to result in the reduction in annual cost of sales and operating expenses.

In 2026, the Company continued to implement restructuring actions, across all segments.

In connection with these actions, we recorded restructuring expenses of $ 2.3 million in the three months ended April 3, 2026, compared to $ 2.0 million in the three months ended March 28, 2025.

All of these charges were associated with workforce reduction, including severance and other personnel-related costs.

We expect to substantially complete the remaining restructuring activities by the end of the second quarter of fiscal year 2026.

The activity in the accrued balances incurred in relation to restructuring during the three months ended April 3, 2026 and March 28, 2025, were as follows:

Reduction in Force

4 unchanged sentences

Cash Payments ( 365 ) ( 370 ) ( 425 ) ( 337 ) ( 1,497 )

Balance at September 26, 2025

$ — $ 15 $ 31 $ 114 $ 160

Balance at April 3, 2026 $ 250 $ 122 $ 473 $ 104 $ 949

Reduction in Force

3 unchanged sentences

Cash Payments ( 66 ) ( 648 ) ( 1,015 ) ( 129 ) ( 1,858 )

Balance at September 27, 2024

$ 173 $ 173 $ 443 $ 564 $ 1,353

Balance at March 28, 2025 $ 186 $ 98 $ 403 $ 310 $ 997

Note F — Other-net

Other-net for the third quarter and first nine months of 2025 and 2024 is summarized as follows:

Third Quarter Ended Nine Months Ended

September 26, September 27, September 26, September 27,

Other-net for the first quarter of 2026 and 2025 is summarized as follows:

First Quarter Ended

April 3, March 28,

(Thousands) 2026 2025

Amortization of intangible assets $ 2,699 $ 3,217 $ 8,394 $ 9,227

Metal consignment fees $ 6,080 $ 2,215

Foreign currency (gain) loss 492 717 ( 459 ) 1,251

Other items ( 213 ) ( 603 ) ( 727 ) ( 2,262 )

Amortization of intangible assets 2,605 2,889

Foreign currency loss (gain) 609 ( 153 )

Other items, net ( 286 ) 45

Total $ 9,008 $ 4,996

Note G — Income Taxes

The Company's effective tax rate for the third quarter of 2025 and 2024 was 9.6 % and 3.3 %, respectively, and 12.7 % and 11.1 % for the first nine months of 2025 and 2024, respectively.

The effective tax rate for 2025 is lower than the statutory tax rate primarily due to the impact of percentage depletion, the advanced manufacturing production credit, and the foreign derived intangible income deduction.

The effective tax rate for 2024 was lower than the statutory tax rate primarily due to the impact of percentage depletion, research and development and production tax credits, and the foreign derived intangible income deduction.

The effective tax rate for the first nine months of 2025 includes a net discrete income tax benefit of $ 0.7 million, primarily consisting of prior year return-to-provision adjustments recorded.

The effective tax rate for the first nine months of 2024 included a nominal amount of discrete income tax expense primarily consisting of $ 1.0 million of excess tax benefits from stock-based compensation awards offset by a $ 1.1 million valuation allowance recorded against deferred tax assets that are not likely to be realized for one of the Company’s foreign subsidiaries.

One Big Beautiful Bill Act

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law in the U.S.

The OBBBA includes a broad range of tax provisions affecting businesses including extending permanently, with modification, certain business and international tax provisions enacted as part of the Tax Cuts and Jobs Act of 2017 and accelerating the phase-out of certain Inflation Reduction Act tax incentives.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented in future years.

The Company recognized the income tax effects of the OBBBA in its third quarter of 2025, the impact of which was not material.

The Company's effective tax rate for the first quarter of 2026 and 2025 was 7.3 % and 15.5 %, respectively.

The effective tax rate for the first quarter of 2026 is lower than the statutory tax rate primarily due to the impact of the foreign-derived deduction eligible income, excess tax benefits from stock-based compensation awards and percentage depletion.

The effective tax rate for the first quarter of 2025 was lower than the statutory tax rate primarily due to the impact of percentage

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

depletion, the foreign-derived intangible income deduction, and the advanced manufacturing production credit.

The effective tax rate for the first quarter of 2026 and 2025 included a net discrete income tax effect of $ 1.6 million benefit and $ 0.1 million expense, respectively, primarily related to stock-based compensation awards.

Government Tax Credits

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The Organization for Economic Co-operation and Development (OECD) introduced rules to establish a global minimum corporate tax rate, commonly referred to as Pillar Two.

Numerous foreign countries have enacted legislation to implement the Pillar Two rules or are expected to enact similar legislation.

Pillar Two legislation enacted in jurisdictions the Company operates in is not expected to have a material impact on its effective tax rate or consolidated results of operations, financial position, or cash flows in 2025.

Many of the key non-U.S.

jurisdictions where the Company operates have enacted Pillar Two legislation.

While the U.S.

has negotiated a “side-by-side” arrangement for the existing U.S.

minimum taxes with the intent to exempt U.S.

multinational companies from certain Pillar Two provisions, the timing and consistency of implementation across jurisdictions continue to evolve.

The Pillar Two minimum tax is treated as a period cost and is not expected to have a material impact on the Company’s effective tax rate or consolidated results of operations, financial position, or cash flows in 2026.

We will continue to evaluate the impact of Pillar Two legislation on the current and future reporting periods.

1 unchanged sentence

The following table sets forth the computation of basic and diluted EPS:

Third Quarter Ended Nine Months Ended

September 26, September 27, September 26, September 27,

First Quarter Ended

April 3, March 28,

(Thousands, except per share amounts) 2026 2025

12 unchanged sentences

Diluted EPS $ 0.92 $ 0.85

Adjusted weighted-average shares outstanding - diluted exclude securities totaling 158,282 and 148,038 for the quarters ended September 26, 2025 and September 27, 2024, respectively, and 149,694 and 110,555 for the nine months ended September 26, 2025 and September 27, 2024, respectively.

These securities are primarily related to restricted stock units (RSUs) and stock appreciation rights (SARs) with fair market values and exercise prices greater than the average market price of the Company's common shares and were excluded from the dilution calculation as the effect would have been anti-dilutive.

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Adjusted weighted-average shares outstanding - diluted exclude securities totaling 77,423 and 141,249 for the quarters ended April 3, 2026 and March 28, 2025, respectively.

Note I — Inventories

Inventories on the Consolidated Balance Sheets are summarized as follows:

September 26, December 31,

April 3, December 31,

(Thousands) 2026 2025

3 unchanged sentences

Inventories, net $ 493,687 $ 461,231

The Company maintains the majority of the precious metals and copper used in production on a consignment basis in order to reduce its exposure to metal market price movements and to reduce its working capital investment.

The notional value of off-balance sheet precious metals and copper was $ 493.8 million and $ 381.6 million as of September 26, 2025 and December 31, 2024, respectively.

The Company maintains the majority of the precious metals and portions of copper and nickel used in production on a consignment basis in order to reduce its exposure to metal price movements and to reduce its working capital investment.

The notional value of off-balance sheet precious metals, copper and nickel was $ 579.7 million and $ 526.2 million as of April 3, 2026 and December 31, 2025, respectively.

Note J — Customer Prepayments

4 unchanged sentences

Additionally, during the second quarter of 2022, the Company entered into an amendment to the investment agreement with the same customer to procure additional equipment to manufacture product for the customer.

In 2023, the Company received the remaining prepayments related to this amendment, the total of which approximated $ 38.6 million.

As of September 26, 2025 and December 31, 2024, $ 46.4 million and $ 60.9 million, respectively, of prepayments are classified as Unearned income on the Consolidated Balance Sheets.

In 2023, the Company received the remaining prepayment related to this amendment, the total of which approximated $ 38.6 million.

As of April 3, 2026 and December 31, 2025, $ 46.6 million and $ 47.5 million, respectively, of prepayments are classified as Unearned income on the Consolidated Balance Sheets.

The prepayments will remain in Unearned income until commercial purchase orders are received for product serviced out of the equipment, at which time a portion of the purchase order value related to prepayments will be reclassified to Unearned revenue.

As of September 26, 2025 $ 3.0 million of the prepayments are classified as Unearned revenue.

As of April 3, 2026 and December 31, 2025, $ 1.7 million and $ 2.4 million, respectively, of the prepayments are classified as Unearned revenue.

Materion Corporation and Subsidiaries

1 unchanged sentence

Note K — Pensions and Other Post-employment Benefits

The following is a summary of the net periodic benefit cost for the third quarter and first nine months ended September 26, 2025 and September 27, 2024, respectively, for the pension plans as shown below.

The Pension Benefits column aggregates defined benefit pension plans in the U.S., Germany, Liechtenstein, England, and the U.S.

The following is a summary of the net periodic benefit (income)/cost for the first quarter of 2026 and 2025 for the pension plans as shown below.

The Pension Benefits columns aggregate defined benefit pension plans in the U.S., Germany, Liechtenstein, England, and the U.S.

supplemental retirement plans.

The Other Benefits column includes the domestic retiree medical and life insurance plan.

Pension Benefits Other Benefits

Third Quarter Ended Third Quarter Ended

September 26, September 27, September 26, September 27,

(Thousands) 2025 2024 2025 2024

Components of net periodic benefit (credit) cost

Service cost $ 315 $ 279 $ 11 $ 12

Interest cost 1,932 1,916 58 58

Expected return on plan assets ( 2,539 ) ( 2,541 ) — —

Amortization of prior service (benefit) cost ( 23 ) ( 22 ) — —

Amortization of net loss (gain) 90 32 ( 87 ) ( 87 )

Net periodic benefit (credit) cost $ ( 225 ) $ ( 336 ) $ ( 18 ) $ ( 17 )

The Other Benefits columns include the domestic retiree medical and life insurance plan.

Pension Benefits Other Benefits

Nine Months Ended Nine Months Ended

September 26, September 27, September 26, September 27,

First Quarter Ended First Quarter Ended

April 3, March 28, April 3, March 28,

(Thousands) 2026 2025 2026 2025

Components of net periodic benefit (credit) cost

Components of net periodic benefit (income) cost

Service cost $ 292 $ 286 $ — $ 11

1 unchanged sentence

Expected return on plan assets ( 2,374 ) ( 2,504 ) — —

Amortization of prior service (benefit) cost ( 67 ) ( 64 ) — —

Amortization of prior service cost (benefit) ( 22 ) ( 21 ) — —

Amortization of net loss (gain) 258 89 ( 104 ) ( 87 )

Net periodic benefit (credit) cost $ ( 695 ) $ ( 1,027 ) $ ( 55 ) $ ( 50 )

The Company did no t make any contributions to its domestic defined benefit plan in the third quarter or first nine months of 2025 or 2024.

Total net benefit (income) cost $ ( 5 ) $ ( 240 ) $ ( 73 ) $ ( 18 )

The Company did not make any contributions to its defined benefit plan in the first quarter of 2026 or 2025.

The Company reports the service cost component of net periodic benefit cost in the same line item as other compensation costs in operating expenses and the non-service cost components of net periodic benefit cost in Other non-operating (income) expense.

Note L — Accumulated Other Comprehensive Income (Loss)

Changes in the components of accumulated other comprehensive income, including the amounts reclassified, for the third quarter and first nine months of 2025 and 2024 are as follows:

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Gains and Losses on Cash Flow Hedges

(Thousands) Foreign Currency Interest Rate Precious Metals Total Pension and Post-Employment Benefits Foreign Currency Translation Total

Balance at June 27, 2025

$ 1,316 $ 1,888 $ 2 $ 3,206 $ ( 53,648 ) $ ( 1,318 ) $ ( 51,760 )

Other comprehensive income (loss) before reclassifications 118 122 — 240 — ( 903 ) ( 663 )

Amounts reclassified from accumulated other comprehensive income (loss) ( 9 ) ( 797 ) — ( 806 ) ( 164 ) — ( 970 )

Net current period other comprehensive (loss) income before tax 109 ( 675 ) — ( 566 ) ( 164 ) ( 903 ) ( 1,633 )

Deferred taxes 24 ( 155 ) — ( 131 ) ( 3 ) — ( 134 )

Net current period other comprehensive (loss) income after tax 85 ( 520 ) — ( 435 ) ( 161 ) ( 903 ) ( 1,499 )

Balance at September 26, 2025

$ 1,401 $ 1,368 $ 2 $ 2,771 $ ( 53,809 ) $ ( 2,221 ) $ ( 53,259 )

Balance at June 28, 2024

$ 1,718 $ 5,709 $ ( 323 ) $ 7,104 $ ( 48,894 ) $ ( 9,097 ) $ ( 50,887 )

Other comprehensive (loss) income before reclassifications ( 695 ) ( 3,805 ) ( 148 ) ( 4,648 ) — 7,579 2,931

Amounts reclassified from accumulated other comprehensive income (loss) ( 135 ) ( 1,294 ) 295 ( 1,134 ) ( 77 ) — ( 1,211 )

Net current period other comprehensive (loss) income before tax ( 830 ) ( 5,099 ) 147 ( 5,782 ) ( 77 ) 7,579 1,720

Deferred taxes ( 191 ) ( 1,173 ) 34 ( 1,330 ) ( 15 ) — ( 1,345 )

Net current period other comprehensive (loss) income after tax ( 639 ) ( 3,926 ) 113 ( 4,452 ) ( 62 ) 7,579 3,065

Balance at September 27, 2024

$ 1,079 $ 1,783 $ ( 210 ) $ 2,652 $ ( 48,956 ) $ ( 1,518 ) $ ( 47,822 )

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Note L — Accumulated Other Comprehensive Income (Loss)

Changes in the components of accumulated other comprehensive income, including the amounts reclassified, for the first quarter of 2026 and 2025 are as follows:

Gains and Losses on Cash Flow Hedges

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Balance at December 31, 2025 $ 1,406 $ 899 $ 2 $ 2,307 $ ( 52,441 ) $ ( 447 ) $ ( 50,581 )

$ 1,638 $ 3,545 $ 2 $ 5,185 $ ( 54,702 ) $ ( 11,529 ) $ ( 61,046 )

Other comprehensive income (loss) before reclassifications 7 374 — 381 — ( 1,365 ) ( 984 )

3 unchanged sentences

Net current period other comprehensive (loss) income after tax 7 ( 85 ) — ( 78 ) 154 ( 1,365 ) ( 1,289 )

Balance at September 26, 2025

$ 1,401 $ 1,368 $ 2 $ 2,771 $ ( 53,809 ) $ ( 2,221 ) $ ( 53,259 )

Balance at April 3, 2026 $ 1,413 $ 814 $ 2 $ 2,229 $ ( 52,287 ) $ ( 1,812 ) $ ( 51,870 )

Balance at December 31, 2024 $ 1,638 $ 3,545 $ 2 $ 5,185 $ ( 54,702 ) $ ( 11,529 ) $ ( 61,046 )

Other comprehensive income (loss) before reclassifications 177 774 ( 708 ) 243 — 2,030 2,273

Other comprehensive (loss) income before reclassifications ( 279 ) ( 686 ) — ( 965 ) 1,553 3,628 4,216

Amounts reclassified from accumulated other comprehensive income (loss) ( 34 ) ( 763 ) — ( 797 ) ( 103 ) — ( 900 )

2 unchanged sentences

Net current period other comprehensive (loss) income after tax ( 241 ) ( 1,115 ) — ( 1,356 ) 1,075 3,628 3,347

Balance at September 27, 2024 $ 1,079 $ 1,783 $ ( 210 ) $ 2,652 $ ( 48,956 ) $ ( 1,518 ) $ ( 47,822 )

Reclassifications from accumulated other comprehensive income (loss) of gains and losses on foreign currency cash flow hedges are recorded in Net sales in the Consolidated Statements of Income.

Reclassifications from accumulated other comprehensive income (loss) of gains and losses on precious metal and copper cash flow hedges are recorded in Cost of sales in the Consolidated Statements of Income.

Balance at March 28, 2025 $ 1,397 $ 2,430 $ 2 $ 3,829 $ ( 53,627 ) $ ( 7,901 ) $ ( 57,699 )

Reclassifications from accumulated other comprehensive income (loss) of gains and losses on foreign currency cash flow hedges are recorded in Net sales in the Consolidated Statements of Income (Loss).

Reclassifications from accumulated other comprehensive income (loss) of gains and losses on commodity and cash flow hedges are recorded in Cost of sales in the Consolidated Statements of Income.

Reclassifications from accumulated other comprehensive income (loss) of gains and losses on the interest rate cash flow hedge is recorded in Interest expense in the Consolidated Statements of Income.

5 unchanged sentences

Note M — Stock-based Compensation Expense

Stock-based compensation expense, which includes awards settled in shares and in cash, was $ 3.2 million and $ 8.8 million in the third quarter and first nine months of 2025, respectively, compared to $ 2.4 million and $ 7.7 million, respectively, in the same periods of 2024.

The Company granted 55,546 SARs to certain employees during the first nine months of 2025.

The weighted-average exercise price per share and weighted-average fair value per share of the SARs granted during the nine months ended September 26, 2025 were $ 87.36 and $ 26.33 , respectively.

Stock-based compensation expense, which includes awards settled in shares was $ 3.4 million and $ 3.0 million in the first quarter of 2026 and 2025, respectively.

The Company granted 47,436 SARs to certain employees during the first quarter of 2026.

The weighted-average exercise price per share and weighted-average fair value per share of the SARs granted during the three months ended April 3, 2026 were $ 166.59 and $ 56.70 , respectively.

The Company estimated the fair value of the SARs using the following weighted-average assumptions in the Black-Scholes model:

3 unchanged sentences

Expected term (in years) 4.8

The Company granted 4,946 and 109,819 stock-settled RSUs to certain employees during the third quarter and first nine months of 2025, respectively.

The Company granted 75,870 stock-settled RSUs to certain employees during the first quarter of 2026.

The Company measures the fair value of stock-settled RSUs based on the closing market price of a share of Materion common stock on the date of the grant.

The weighted-average fair value per share was $ 106.43 and $ 88.79 for stock-settled RSUs granted to employees during the third quarter and nine months ended September 26, 2025, respectively.

The weighted-average fair value per share was $ 156.21 for stock-settled RSUs granted to employees during the three months ended April 3, 2026.

RSUs are generally expensed over the vesting period of three years for employees.

The Company granted stock-settled performance-based restricted stock units (PRSUs) to certain employees in the first nine months of 2025.

The Company granted stock-settled performance-based restricted stock units (PRSUs) to certain employees in the first quarter of 2026.

The weighted-average fair value of the stock-settled PRSUs was $ 206.28 per share and will be expensed over the vesting period of three years .

The final payout to the employees for all PRSUs will be based upon the Company’s return on invested capital and its total return to shareholders over the vesting period relative to a peer group’s performance over the same period.

At September 26, 2025, unrecognized compensation cost related to the unvested portion of all stock-based awards was approximately $ 19.5 million, and is expected to be recognized over the remaining vesting period of the respective grants.

At April 3, 2026, unrecognized compensation cost related to the unvested portion of all stock-based awards was approximately $ 33.6 million, and is expected to be recognized over the remaining vesting period of the respective grants.

Note N — Fair Value of Financial Instruments

8 unchanged sentences

Notes to Consolidated Financial Statements

The following table summarizes the financial instruments measured at fair value in the Consolidated Balance Sheets as of September 26, 2025 and December 31, 2024:

The following table summarizes the financial instruments measured at fair value in the Consolidated Balance Sheets as of April 3, 2026 and December 31, 2025:

(Thousands) Total Carrying Value in the Consolidated Balance Sheets Quoted Prices

5 unchanged sentences

Foreign currency forward contracts 492 80 — — 492 80 — —

Interest rate swap 2,112 4,603 — — 2,112 4,603 — —

Interest rate swaps 1,176 1,491 — — 1,176 1,491 — —

Precious metal swaps — — — — — — — —

3 unchanged sentences

Foreign currency forward contracts 80 490 — — 80 490 — —

Interest Rate Swap 336 — 336 — —

Interest rate swaps 120 325 — — 120 325 — —

Precious metal swaps — — — — — — — —

2 unchanged sentences

Outstanding contracts are valued through models that utilize market observable inputs, including both spot and forward prices, for the same underlying currencies, metals, and interest rates.

The carrying values of the other working capital items and debt in the Consolidated Balance Sheets approximate fair values as of September 26, 2025 and December 31, 2024.

The carrying values of the other working capital items and debt in the Consolidated Balance Sheets approximate fair values as of April 3, 2026 and December 31, 2025.

The Company's deferred compensation investments and liabilities are based on the fair value of the investments corresponding to the employees’ investment selections, primarily in mutual funds, based on quoted prices in active markets for identical assets.

2 unchanged sentences

Note O — Derivative Instruments and Hedging Activity

The Company uses derivative contracts to hedge exposure to movements in interest rates associated with borrowings, foreign currency exposures, and precious metal exposures.

The Company may use derivative contracts to hedge exposure to movements in interest rates associated with borrowings, foreign currency exposures, and metal exposures.

The objectives and strategies for using derivatives in these areas are as follows:

2 unchanged sentences

The swap hedges the change in 1-month Secured Overnight Financial Rate (SOFR) from March 4, 2022 to November 2, 2026.

On March 21, 2023, the Company entered into two $ 50.0 million interest rate swaps to hedge the interest rate risk on the Credit Agreement described in Note Q.

The swaps hedge the change in 1-month USD-SOFR.

On March 21, 2023, the Company entered into two $ 50.0 million interest rate swaps to hedge the interest rate risk on the Credit Agreement.

Additionally, on April 2, 2026, the Company entered into a forward starting interest rate swap of $ 25.0 million to hedge the interest rate risk on the Credit Agreement.

The swap will hedge the change in 1-month SOFR from November 2, 2026 to June 25, 2030.

The purpose of these hedges is to manage the risk of changes in the monthly interest payments attributable to changes in the benchmark interest rate.

3 unchanged sentences

The purpose of the hedge program is to protect against the reduction in the dollar value of foreign currency sales from adverse exchange rate movements.

Should the dollar strengthen significantly, the decrease in the translated value of the foreign currency sales should be partially offset by gains on

Should the dollar strengthen

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

the hedge contracts.

significantly, the decrease in the translated value of the foreign currency sales should be partially offset by gains on the hedge contracts.

Depending upon the methods used, the hedge contracts may limit the benefits from a weakening U.S.

13 unchanged sentences

The price paid by the Company for the precious metal forms the basis for the price charged to the customer for the metal content in the product.

This methodology allows for changes in either direction in the market prices of the precious metals used by the Company to be passed through to the customer and reduces the impact changes in prices could have on the Company's margins and operating profit.

This methodology allows for changes in either direction in the market prices of the precious metals used by the Company to be passed through to the customer and reduces the impact that changes in prices could have on the Company's margins and operating profit.

The consigned metal is owned by precious metal consignors that charge the Company consignment fees based upon the value of the metal as it fluctuates while on consignment.

13 unchanged sentences

The Company may elect to enter into a forward contract to sell precious metal to reduce the Company's price exposure in these instances.

The Company may, from time to time, elect to purchase precious metal and hold in inventory rather than on consignment due to potential credit line limitations or other factors.

The Company may, from time to time, elect to purchase precious metal and hold in inventory rather than on consignment due to potential consignment line limitations or other factors.

These purchases are infrequent and, when made are typically held for a short duration.

A forward contract will be secured at the time of the purchase to fix the price to be paid when the metal is transferred back to the consignment line, thereby limiting any price exposure during the time when the metal was owned by the Company.

A forward contract will be secured at the time of the purchase to fix the

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

price to be paid when the metal is transferred back to the consignment line, thereby limiting any price exposure during the time when the metal was owned by the Company.

The Company will only enter into a derivative contract if there is an underlying identified exposure.

8 unchanged sentences

The derivative assets and liabilities are classified as short-term or long-term depending upon the contract maturity date.

The following table summarizes the notional amount and the fair value of the Company’s outstanding derivatives not designated as hedging instruments (on a gross basis) and the balance sheet classification as of September 26, 2025 and December 31, 2024:

September 26, 2025 December 31, 2024

April 3, 2026

December 31, 2025

(Thousands) Notional

4 unchanged sentences

These outstanding foreign currency derivatives were related to balance sheet hedges and intercompany loans.

Other-net included $ 0.1 million and $ 2.1 million of foreign currency losses related to derivatives in the third quarter and first nine months of 2025, respectively, compared to $ 0.2 million of foreign currency losses and $ 0.2 million of foreign currency gains in the third quarter and first nine months of 2024, respectively.

Other-net included $ 0.8 million of foreign currency gains and $ 0.5 million of foreign currency losses related to derivatives in the first quarter of 2026 and 2025, respectively.

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

The following table summarizes the notional amount and the fair value of the Company’s outstanding derivatives designated as cash flow hedges (on a gross basis) and balance sheet classification as of September 26, 2025 and December 31, 2024:

September 26, 2025

The following table summarizes the notional amount and the fair value of the Company’s outstanding derivatives designated as cash flow hedges (on a gross basis) and the balance sheet classification as of April 3, 2026 and December 31, 2025:

April 3, 2026

(Thousands) Notional

3 unchanged sentences

Precious metal swaps — — — — —

Interest rate swap 200,000 1,873 239 233 103

Interest rate swaps 225,000 1,176 — 93 27

Total $ 225,388 $ 1,188 $ — $ 93 $ 27

4 unchanged sentences

Precious metal swaps — — — — —

Interest rate swap 200,000 2,701 1,902 — —

Interest rate swaps 200,000 1,491 — 325 —

Total $ 200,579 $ 1,494 $ — $ 325 $ —

All of the contracts summarized above were designated and effective as cash flow hedges.

We expect to reclassify $ 1.6 million of net gains into earnings in the next 12 months contemporaneously with the earnings effects of the related forecasted transactions.

At September 26, 2025, the maximum term of derivative instruments that hedge forecasted transactions was approximately four years .

Refer to Note L for further details related to OCI.

The following table summarizes the amounts reclassified from accumulated other comprehensive income relating to the Company’s outstanding derivatives designated as cash flow hedges and associated income statement classification as of the third quarter and first nine months of 2025 and 2024:

Third Quarter Ended

(Thousands) September 26, 2025 September 27, 2024

Hedging relationship Line item

Foreign currency forward contracts Net sales $ ( 9 ) $ ( 135 )

Precious metal swaps Cost of sales — 295

Interest rate swap Interest expense - net ( 797 ) ( 1,294 )

Total $ ( 806 ) $ ( 1,134 )

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

Nine Months Ended

(Thousands) September 26, 2025 September 27, 2024

We expect to reclassify $ 1.1 million of gains into earnings in the next 12 months contemporaneously with the earnings effects of the related forecasted transactions.

At April 3, 2026, the maximum term of derivative instruments that hedge forecasted transactions was approximately four years .

Refer to Note L for additional OCI details.

The following table summarizes the amounts reclassified from accumulated other comprehensive income related to the Company’s outstanding derivatives designated as cash flow hedges and associated income statement classification as of the first quarter of 2026 and 2025:

First Quarter Ended

(Thousands) April 3, 2026

March 28, 2025

Hedging relationship Line item

8 unchanged sentences

In the event the Company determines that a loss is not probable, but is reasonably possible, and it becomes possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include disclosure related to such matters.

To the extent there is a reasonable possibility that the losses could exceed any amounts accrued, the Company will adjust the accrual in the period the determination is made, disclose an estimate of the additional loss or range of loss, indicate that the estimate is immaterial with respect to its financial statements as a whole or, if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made.

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

additional loss or range of loss, indicate that the estimate is immaterial with respect to its financial statements as a whole or, if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made.

Environmental Proceedings.

2 unchanged sentences

The reserves may also be affected by rulings and negotiations with regulatory agencies.

The undiscounted reserve balance was $ 3.5 million and $ 4.6 million at September 26, 2025 and December 31, 2024, respectively, and is included in Other liabilities and accrued items and Other long-term liabilities on the Consolidated Balance Sheet.

The undiscounted reserve balance was $ 2.4 million and $ 2.5 million at April 3, 2026 and December 31, 2025, respectively, and is included in Other liabilities and accrued items and Other long-term liabilities on the Consolidated Balance Sheet.

Environmental projects tend to be long-term, and the final actual remediation costs may differ from the amounts currently recorded.

Note Q — Debt

(Thousands) September 26, 2025 December 31, 2024

(Thousands) April 3, 2026

December 31, 2025

Borrowings under Credit Agreement $ 253,125 $ 221,125

7 unchanged sentences

Long-term debt $ 466,871 $ 436,348

In June 2025, the Company entered into a Fifth Amended and Restated Credit Agreement (Credit Agreement).

The Credit Agreement refinanced the revolving credit facility and term loan facility provided under Materion's previous Fourth Amended and Restated Credit Agreement, dated October 27, 2021 (as amended).

Among other things, the Credit Agreement provides for a $ 450 million senior secured revolving credit facility (Revolving Credit Facility) and a $ 225 million senior secured term loan facility (Term Loan Facility and, together with the Revolving Credit Facility, Credit Facilities).

The Term Loan Facility was fully drawn on June 26, 2025.

The Credit Facilities mature on June 26, 2030.

Materion Corporation and Subsidiaries

Notes to Consolidated Financial Statements

As of September 26, 2025 and December 31, 2024, the Company had $ 230.1 million outstanding at an average interest rate of 5.70 % and $ 198.9 million outstanding at an average interest rate of 6.27 %, respectively, under its revolving credit facility.

The available borrowing capacity under the Revolving Credit Facility as of September 26, 2025 was approximately $ 214.2 million.

As of April 3, 2026 and December 31, 2025, the Company had $ 253.1 million outstanding at an average interest rate of 5.17 % and $ 221.1 million outstanding at an average interest rate of 5.26 % respectively, under its revolving credit facility.

The available borrowing capacity under the revolving credit facility as of April 3, 2026 was $ 191.7 million.

The Company has the option to repay or borrow additional funds under the revolving credit facility until the maturity date in 2030.

In connection with the revolving credit facility, the administrative agent provides the Company with an overdraft sweep facility that the Company uses on a daily basis for short-term cash needs.

As of September 26, 2025, the overdraft sweep facility had a balance of $ 2.9 million.

As of April 3, 2026, the overdraft sweep facility had a balance of $ 8.8 million.

The overdraft sweep facility allows for an additional $ 30.0 million of liquidity.

The Credit Agreement includes covenants subject to a maximum leverage ratio and a minimum fixed charge coverage ratio.

We were in compliance with all of our debt covenants as of September 26, 2025.

The balance outstanding on the term loan facility as of September 26, 2025 and December 31, 2024 was $ 223.6 million and $ 240.0 million, respectively.

At September 26, 2025 and December 31, 2024, there was $ 5.7 million and $ 7.1 million, respectively, outstanding against the letters of credit sub-facility.

The amended and restated credit agreement governing the revolving credit facility (Credit Agreement) includes covenants subject to a maximum leverage ratio and a minimum fixed charge coverage ratio.

We were in compliance with all of our debt covenants as of April 3, 2026.

Other sources of liquidity include uncommitted short-term lines of credit for certain of the Company's foreign subsidiaries, which currently provide for borrowings up to $ 22.6 million.

At April 3, 2026 the Company had borrowings outstanding of $ 8.3 million, which reduced the aggregate availability under these facilities to $ 14.3 million.

The balance outstanding on the term loan facility as of April 3, 2026 and December 31, 2025 was $ 220.8 million and $ 222.2 million, respectively.

At April 3, 2026 and December 31, 2025, there was $ 5.2 million outstanding against the letters of credit sub-facility .

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-Q

Item 1. Financial Statements