株探米国株
英語
エドガーで原本を確認する
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
____________________________________________ 
FORM 10-Q
(Mark One)
 
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 26, 2025
OR
 
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to             
Commission file number 001-15885
MATERION CORPORATION
(Exact name of Registrant as specified in charter)
Ohio   34-1919973
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
6070 Parkland Blvd., Mayfield Heights, Ohio 44124
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(216)-486-4200

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, no par value MTRN New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ       No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  þ        No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ Accelerated filer  ¨
Non-accelerated filer  ¨ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐     No  þ
Number of Shares of Common Stock, without par value, outstanding at September 26, 2025: 20,732,741.



PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

Materion Corporation and Subsidiaries
Consolidated Statements of Income
(Unaudited)

  Third Quarter Ended Nine Months Ended
(Thousands, except per share amounts) September 26, 2025 September 27, 2024 September 26, 2025 September 27, 2024
Net sales $ 444,808  $ 436,715  $ 1,296,796  $ 1,247,868 
Cost of sales 358,685  355,777  1,051,836  1,014,859 
Gross margin 86,123  80,938  244,960  233,009 
Selling, general, and administrative expense 38,256  35,009  108,740  104,454 
Research and development expense 6,548  7,868  19,466  22,712 
Restructuring expense 212  1,493  2,729  6,161 
Other—net 6,164  5,309  15,068  14,112 
Operating profit 34,943  31,259  98,957  85,570 
Other non-operating (income)—net (711) (642) (1,944) (1,925)
Interest expense—net 7,544  8,839  22,691  25,920 
Income before income taxes 28,110  23,062  78,210  61,575 
Income tax expense 2,698  768  9,960  6,836 
Net income $ 25,412  $ 22,294  $ 68,250  $ 54,739 
Basic earnings per share:
Net income per share of common stock $ 1.23  $ 1.07  $ 3.29  $ 2.64 
Diluted earnings per share:
Net income per share of common stock $ 1.22  $ 1.07  $ 3.27  $ 2.61 
Weighted-average number of shares of common stock outstanding:
Basic 20,731  20,749  20,763  20,723 
Diluted 20,883  20,920  20,893  20,935 













See notes to these consolidated financial statements.


2


Materion Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income
(Unaudited)
 
  Third Quarter Ended Nine Months Ended
  September 26, September 27, September 26, September 27,
(Thousands) 2025 2024 2025 2024
Net income $ 25,412  $ 22,294  $ 68,250  $ 54,739 
Other comprehensive income (loss):
Foreign currency translation adjustment (903) 7,579  9,308  2,030 
Derivative and hedging activity, net of tax (435) (4,452) (2,414) (2,606)
Pension and post-employment benefit adjustment, net of tax (161) (62) 893  (298)
Other comprehensive loss (1,499) 3,065  7,787  (874)
Comprehensive income $ 23,913  $ 25,359  $ 76,037  $ 53,865 





































See notes to these consolidated financial statements.


3


Materion Corporation and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
September 26, December 31,
(Thousands) 2025 2024
Assets
Current assets
Cash and cash equivalents $ 16,411  $ 16,713 
Accounts receivable, net 195,289  193,793 
Inventories, net 467,329  441,299 
Prepaid and other current assets 97,296  72,419 
Total current assets 776,325  724,224 
Deferred income taxes 2,975  2,964 
Property, plant, and equipment 1,380,432  1,315,586 
Less allowances for depreciation, depletion, and amortization (841,102) (804,781)
Property, plant, and equipment, net 539,330  510,805 
Operating lease, right-of-use assets 63,648  64,449 
Intangible assets, net 108,059  109,312 
Other assets 22,362  22,140 
Goodwill 280,474  263,738 
Total Assets $ 1,793,173  $ 1,697,632 
Liabilities and Shareholders’ Equity
Current liabilities
Short-term debt $ 10,166  $ 34,274 
Accounts payable 139,789  105,901 
Salaries and wages 23,685  20,939 
Other liabilities and accrued items 43,897  47,523 
Income taxes 2,324  4,906 
Unearned revenue 15,783  13,191 
Total current liabilities 235,644  226,734 
Other long-term liabilities 12,059  12,013 
Operating lease liabilities 61,385  62,626 
Finance lease liabilities 13,418  12,404 
Retirement and post-employment benefits 27,038  26,411 
Unearned income 56,990  75,769 
Long-term income taxes 2,135  1,818 
Deferred income taxes 3,153  3,242 
Long-term debt 446,772  407,734 
Shareholders’ equity
Serial preferred stock (no par value; 5,000 authorized shares, none issued)
—  — 
Common stock (no par value; 60,000 authorized shares, issued shares of 27,148 at both September 26th and December 31st)
349,247  336,136 
Retained earnings 908,691  849,111 
Common stock in treasury (277,103) (261,880)
Accumulated other comprehensive loss (53,259) (61,046)
Other equity 7,003  6,560 
Total shareholders' equity 934,579  868,881 
Total Liabilities and Shareholders’ Equity $ 1,793,173  $ 1,697,632 




See the notes to these consolidated financial statements.


4


Materion Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
  Nine Months Ended
  September 26, September 27,
(Thousands) 2025 2024
Cash flows from operating activities:
Net income $ 68,250  $ 54,739 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, and amortization 51,551  51,291 
Amortization of deferred financing costs in interest expense 1,647  1,286 
Stock-based compensation expense (non-cash) 8,520  7,715 
Deferred income tax expense (benefit) (43) (9)
Changes in assets and liabilities:
Accounts receivable
1,701  (21,921)
Inventory (21,980) (34,215)
Prepaid and other current assets (21,089) (24,646)
Accounts payable and accrued expenses 21,532  3,704 
Unearned revenue (13,142) (17,568)
Interest and taxes payable
(1,550) (3,233)
Other-net (11,673) (5,579)
Net cash provided by operating activities 83,724  11,564 
Cash flows from investing activities:
Payments for purchase of property, plant, and equipment (38,741) (50,730)
Payments for mine development (19,952) (10,376)
Proceeds from sale of property, plant, and equipment 932  561 
Payments for acquisition, net of cash acquired (19,500) — 
Net cash used in investing activities (77,261) (60,545)
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)
Principal payments under finance lease obligations (456) (567)
Cash dividends paid (8,608) (8,295)
Deferred financing costs (2,935) — 
Repurchase of common stock (7,843) — 
Payments of withholding taxes for stock-based compensation awards (2,540) (6,575)
Net cash provided by financing activities (8,417) 52,926 
Effects of exchange rate changes 1,652  635 
Net change in cash and cash equivalents (302) 4,580 
Cash and cash equivalents at beginning of period 16,713  13,294 
Cash and cash equivalents at end of period $ 16,411  $ 17,874 

See notes to these consolidated financial statements.


5


Materion Corporation and Subsidiaries
Consolidated Statements of Shareholders' Equity
(Unaudited)
Common Shares Shareholders' Equity
(Thousands, except per share amounts) Common Shares Common Shares Held in Treasury Common
Stock
Retained
Earnings
Common
Stock in
Treasury
Accumulated Other
Comprehensive
Loss
Other
Equity
Total
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) 3,557  (65) (409) —  —  3,083 
Repurchase of common stock —  —  —  —  — 
Payments of withholding taxes for stock-based compensation awards (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) 2,774  (12) (381) —  —  2,381 
Payments of withholding taxes for stock-based compensation awards (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 



6


Common Shares Shareholders' Equity
(Thousands, except per share amounts) Common Shares Common Shares Held in Treasury Common
Stock
Retained
Earnings
Common
Stock in
Treasury
Accumulated Other
Comprehensive
Loss
Other
Equity
Total
Balance at December 31, 2024 20,764  6,384  $ 336,136  $ 849,111  $ (261,880) $ (61,046) $ 6,560  $ 868,881 
Net income —  —  —  68,250  —  —  —  68,250 
Other comprehensive loss —  —  —  —  —  7,787  —  7,787 
Cash dividends declared ($0.415 per share)
—  —  —  (8,608) —  —  —  (8,608)
Stock-based compensation activity 97  (97) 13,041  (62) (4,459) —  —  8,520 
Repurchase of common stock (100) 100  —  —  (7,843) —  —  (7,843)
Payments of withholding taxes for stock-based compensation awards (29) 29  —  —  (2,540) —  —  (2,540)
Directors’ deferred compensation (1) 70  —  (381) —  443  132 
Balance at September 26, 2025 20,733  6,415  $ 349,247  $ 908,691  $ (277,103) $ (53,259) $ 7,003  $ 934,579 
Balance at December 31, 2023 20,646  6,502  $ 309,492  $ 854,334  $ (237,746) $ (46,948) $ 5,921  $ 885,053 
Net income —  —  —  54,739  —  —  —  54,739 
Other comprehensive loss —  —  —  —  —  (874) —  (874)
Cash dividends declared ($0.400 per share)
—  —  —  (8,295) —  —  —  (8,295)
Stock-based compensation activity 154  (154) 22,058  (14) (14,329) —  —  7,715 
Payments of withholding taxes for stock-based compensation awards (50) 50  —  —  (6,575) —  —  (6,575)
Directors’ deferred compensation (1) 96  —  (541) —  577  132 
Balance at September 27, 2024 20,751  6,397  331,646  900,764  (259,191) (47,822) 6,498  931,895 
















See notes to these consolidated financial statements.


7


Materion Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)

Note A — Accounting Policies

Basis of Presentation:
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.
These consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company's 2024 Annual Report on Form 10-K. The interim period results are not necessarily indicative of the results to be expected for the full year.
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. 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. This guidance is effective for annual periods beginning in the Company’s fiscal year 2027 and interim periods following annual adoption, with early adoption permitted. This guidance will be applied on a prospective basis with retrospective application permitted. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-internal-use software (Subtopic 350-40): 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 Company is currently evaluating the impact that the adoption of this ASU will have on its condensed consolidated financial statements and related disclosures.

Note B — Acquisition

On July 9, 2025, the Company completed the acquisition of certain manufacturing assets for tantalum solutions in Dangjin City, South Korea, from Konasol Co., Ltd., a Korean manufacturer serving the semiconductor and adjacent markets. This strategic investment expands the Company’s global footprint with a facility in Asia to better serve semiconductor customers in that region.
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. 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. 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. 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.


8


Materion Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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. 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. We expect to finalize these amounts as soon as possible, but no later than the end of the third quarter of 2026.

Note C — Segment Reporting
 
The Company has the following reportable segments: 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.
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.
Electronic Materials produces advanced chemicals, microelectric packaging, precious metal, non-precious metal, and specialty metal products, including vapor deposition targets, frame lid assemblies, clad and precious metal preforms and high temperature braze materials.
Precision Optics produces thin film coatings, optical filter materials, sputter-coated, and precision-converted thin film materials.
The Other reportable segment includes unallocated corporate costs and assets.
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:


9

Materion Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)



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 
Less:
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 
Plus:
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 
Less:
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 
Plus:
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 


10

Materion Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
First nine months ended September 26, 2025
Performance Materials Electronic Materials Precision Optics Other Consolidated
Net sales (1)
$ 527,552  $ 696,059  $ 73,185  $ —  $ 1,296,796 
Less:
Cost of sales 385,435  611,969  54,211  221  1,051,836 
Selling, general and administrative expense 42,451  30,475  13,598  22,216  108,740 
Other segment items (2)
10,889  16,982  8,720  (1,272) 35,319 
Plus:
Segment depreciation, depletion and amortization 29,901  12,971  7,192  1,487  51,551 
Segment EBITDA $ 118,678  $ 49,604  $ 3,848  $ (19,678) $ 152,452 
Income tax expense 9,960 
Interest expense - net 22,691 
Depreciation, depletion and amortization 51,551 
Net Income $ 68,250 



First nine months ended September 27, 2024
Performance Materials Electronic Materials Precision Optics Other Consolidated
Net sales (1)
$ 533,534  $ 641,564  $ 72,770  $ —  $ 1,247,868 
Less:
Cost of sales 392,935  568,010  53,810  104  1,014,859 
Selling, general and administrative expense 41,344  29,443  15,460  18,207  104,454 
Other segment items (2)
10,938  17,634  10,825  1,663  41,060 
Plus:
Segment depreciation, depletion and amortization 27,576  13,641  8,622  1,452  51,291 
Segment EBITDA $ 115,893  $ 40,118  $ 1,297  $ (18,522) $ 138,786 
Income tax expense 6,836 
Interest expense - net 25,920 
Depreciation, depletion and amortization 51,291 
Net Income $ 54,739 




11

Materion Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
(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. Inter-segment sales are eliminated in consolidation.

(2) Other segment items for each reportable segment include:
•Research and development expense
•Restructuring expense
•Other operating expense - primarily comprised of metal consignment fees, intangible amortization and foreign currency (gains)/losses as further detailed in Note F
•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
End Market
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
End Market
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 



12

Materion Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
 (Thousands) Performance Materials Electronic Materials Precision Optics Other Total
First Nine Months 2025
End Market
Semiconductor $ 7,390  $ 579,064  $ 2,690  $ —  $ 589,144 
Industrial 93,424  27,779  18,678  —  139,881 
Aerospace and defense 126,382  6,137  21,812  —  154,331 
Consumer electronics 149,913  1,682  10,343  —  161,938 
Automotive 48,243  3,211  4,774  —  56,228 
Energy 37,388  53,002  —  —  90,390 
Life sciences 7,323  18,886  14,042  —  40,251 
Other 57,489  6,298  846  —  64,633 
Total $ 527,552  $ 696,059  $ 73,185  $ —  $ 1,296,796 
First Nine Months 2024
End Market
Semiconductor $ 6,059  $ 533,312  $ 1,877  $ —  $ 541,248 
Industrial 91,765  25,466  19,399  —  136,630 
Aerospace and defense 129,011  4,260  16,980  —  150,251 
Consumer electronics 166,797  309  11,272  —  178,378 
Automotive 54,190  5,367  5,459  —  65,016 
Energy 30,191  53,480  —  —  83,671 
Life sciences 8,166  13,071  17,289  —  38,526 
Other 47,355  6,299  494  —  54,148 
Total $ 533,534  $ 641,564  $ 72,770  $ —  $ 1,247,868 

Note D — Revenue Recognition

Net sales consist primarily of revenue from the sale of precious and non-precious specialty metals, beryllium and copper-based alloys, beryllium composites, and other products into numerous end markets. The Company requires an agreement with a customer that creates enforceable rights and performance obligations. The Company generally recognizes revenue in an amount that reflects the consideration to which it expects to be entitled upon satisfaction of a performance obligation by transferring control over a product to the customer. 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.

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. Remaining performance obligations include non-cancelable purchase orders and customer contracts. The guidance provides certain practical expedients that limit this requirement. 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.



13


Materion Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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
Accounts receivable, trade
$ 196,222  $ 194,562  $ 1,660  %
Unbilled receivables
50,319  34,950  15,369  44  %
Unearned revenue
15,783  13,191  2,592  20  %
Accounts receivable, trade represents payments due from customers relating to the transfer of the Company’s products and services. 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. 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. Total receivables sold under this program amount to $108.3 million.
Unbilled receivables represent expenditures on contracts, plus applicable profit margin, not yet billed. Unbilled receivables are generally billed and collected within one year. Billings made on contracts are recorded as a reduction of unbilled receivables.

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.

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:


14


Materion Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
Reduction in Force
(Thousands) Performance Materials Electronic Materials Precision Optics Other Consolidated
Balance at December 31, 2024
$ 56  $ 293  $ 60  $ 408  $ 817 
Additional Charges 481  789  1,428  31  2,729 
Cash Payments (537) (1,067) (1,457) (325) (3,386)
Balance at September 26, 2025
$ —  $ 15  $ 31  $ 114  $ 160 
Reduction in Force
(Thousands) Performance Materials Electronic Materials Precision Optics Other Consolidated
Balance at December 31, 2023 $ $ 388  $ —  $ —  $ 390 
Additional Charges 1,441  1,804  1,198  1,718  6,161 
Cash Payments (1,270) (2,019) (755) (1,154) (5,198)
Balance at September 27, 2024
$ 173  $ 173  $ 443  $ 564  $ 1,353 

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,
(Thousands) 2025 2024 2025 2024
Amortization of intangible assets $ 2,699  $ 3,217  $ 8,394  $ 9,227 
Metal consignment fees 3,186  1,978  7,860  5,896 
Foreign currency (gain) loss 492  717  (459) 1,251 
Other items (213) (603) (727) (2,262)
Total $ 6,164  $ 5,309  $ 15,068  $ 14,112 

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.


15


Materion Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)

Government Tax Credits
Pursuant to The Inflation Reduction Act of 2022 (IRA), the Company is eligible for the Advanced Manufacturing Production Credit (production credit). The production credit provides an annual cash benefit for a portion of the production costs for the sale of certain critical minerals produced in the U.S. and sold during the year. The Company records the production credit as a reduction in cost of goods sold as the applicable items are produced and sold. U.S. GAAP does not address the accounting for government grants received by a business entity that are outside the scope of ASC 740. Our accounting policy is to analogize to IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, under IFRS Accounting Standards. We recognize the benefit of the production credit by applying IAS 20 in pretax income on a systematic basis in line with its recognition of the expenses that the grant is intended to compensate.

Pillar Two

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

Note H — Earnings Per Share (EPS)

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,
(Thousands, except per share amounts) 2025 2024 2025 2024
Numerator for basic and diluted EPS:
Net income $ 25,412  $ 22,294  $ 68,250  $ 54,739 
Denominator:
Denominator for basic EPS:
Weighted-average shares outstanding 20,731  20,749  20,763  20,723 
Effect of dilutive securities:
Stock appreciation rights 49  75  40  83 
Restricted stock units 52  44  45  61 
Performance-based restricted stock units 51  52  45  68 
Diluted potential common shares 152  171  130  212 
Denominator for diluted EPS:
Adjusted weighted-average shares outstanding 20,883  20,920  20,893  20,935 
Basic EPS $ 1.23  $ 1.07  $ 3.29  $ 2.64 
Diluted EPS $ 1.22  $ 1.07  $ 3.27  $ 2.61 

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.



16


Materion Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
Note I — Inventories

Inventories on the Consolidated Balance Sheets are summarized as follows:
September 26, December 31,
(Thousands) 2025 2024
Raw materials and supplies $ 102,297  $ 100,208 
Work in process 304,988  278,065 
Finished goods 60,044  63,026 
Inventories, net $ 467,329  $ 441,299 
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.

Note J — Customer Prepayments

In 2020, the Company entered into an investment agreement and a master supply agreement with a customer to procure equipment to manufacture product for the customer. The customer provided prepayments to the Company to fund the necessary infrastructure improvements and procure the equipment necessary to supply the customer with the desired product. The Company owns, operates and maintains the equipment that is being used to manufacture product for the customer.

Revenue will be recognized as the Company fulfills purchase orders and ships the commercial product to the customer, as product delivery is considered the satisfaction of the performance obligation.

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. 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.



17


Materion Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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. 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)
  Pension Benefits Other Benefits
  Nine Months Ended Nine Months Ended
September 26, September 27, September 26, September 27,
(Thousands) 2025 2024 2025 2024
Components of net periodic benefit (credit) cost
Service cost $ 909  $ 813  $ 33  $ 37 
Interest cost 5,769  5,728  174  175 
Expected return on plan assets (7,575) (7,600) —  — 
Amortization of prior service (benefit) cost (67) (64) —  — 
Amortization of net loss (gain) 269  96  (262) (262)
Net periodic benefit (credit) cost $ (695) $ (1,027) $ (55) $ (50)


The Company did not make any contributions to its domestic defined benefit plan in the third quarter or first nine months of 2025 or 2024.
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:


18


Materion Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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  $ $ 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  $ $ 2,771  $ (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)



19


Materion Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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 December 31, 2024
$ 1,638  $ 3,545  $ $ 5,185  $ (54,702) $ (11,529) $ (61,046)
Other comprehensive income (loss) before reclassifications (206) (473) —  (679) 1,553  9,308  10,182 
Amounts reclassified from accumulated other comprehensive income (loss) (103) (2,354) —  (2,457) (290) —  (2,747)
Net current period other comprehensive (loss) income before tax (309) (2,827) —  (3,136) 1,263  9,308  7,435 
Deferred taxes (72) (650) —  (722) 370  —  (352)
Net current period other comprehensive (loss) income after tax (237) (2,177) —  (2,414) 893  9,308  7,787 
Balance at September 26, 2025
$ 1,401  $ 1,368  $ $ 2,771  $ (53,809) $ (2,221) $ (53,259)
Balance at December 31, 2023 $ 1,201  $ 4,156  $ (99) $ 5,258  $ (48,658) $ (3,548) $ (46,948)
Other comprehensive income (loss) before reclassifications 177  774  (708) 243  —  2,030  2,273 
Amounts reclassified from accumulated other comprehensive income (loss) (335) (3,856) 564  (3,627) (266) —  (3,893)
Net current period other comprehensive (loss) income before tax (158) (3,082) (144) (3,384) (266) 2,030  (1,620)
Deferred taxes (36) (709) (33) (778) 32  —  (746)
Net current period other comprehensive (loss) income after tax (122) (2,373) (111) (2,606) (298) 2,030  (874)
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. 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. Refer to Note O for additional details on cash flow hedges.
Reclassifications from accumulated other comprehensive income (loss) for pension and post-employment benefits are included in the computation of the net periodic pension and post-employment benefit expense. Refer to Note K for additional details on pension and post-employment expenses.



20


Materion Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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. The Company estimated the fair value of the SARs using the following weighted-average assumptions in the Black-Scholes model:
Risk-free interest rate 3.97  %
Dividend yield 0.62  %
Volatility 29.4  %
Expected term (in years) 4.7

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 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. 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 weighted-average fair value of the stock-settled PRSUs was $106.34 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.

Note N — Fair Value of Financial Instruments

The Company measures and records financial instruments at fair value. A hierarchy is used for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs). The hierarchy consists of three levels:
Level 1 — Quoted market prices in active markets for identical assets and liabilities;
Level 2 — Inputs other than Level 1 inputs that are either directly or indirectly observable; and
Level 3 — Unobservable inputs developed using estimates and assumptions developed by the Company, which reflect

those that a market participant would use.


21


Materion Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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: 
   
(Thousands) Total Carrying Value in the Consolidated Balance Sheets Quoted Prices
in  Active
Markets  for
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
2025 2024 2025 2024 2025 2024 2025 2024
Financial Assets
Deferred compensation investments $ 7,066  $ 6,050  $ 7,066  $ 6,050  $ —  $ —  $ —  $ — 
Foreign currency forward contracts 412  1,671  —  —  412  1,671  —  — 
Interest rate swap 2,112  4,603  —  —  2,112  4,603  —  — 
Precious metal swaps —  —  —  —  —  —  —  — 
Total $ 9,590  $ 12,324  $ 7,066  $ 6,050  $ 2,524  $ 6,274  $ —  $ — 
Financial Liabilities
Deferred compensation liability $ 7,066  $ 6,050  $ 7,066  $ 6,050  $ —  $ —  $ —  $ — 
Foreign currency forward contracts 488  1,033  —  —  488  1,033  —  — 
Interest Rate Swap 336  —  336  —  — 
Precious metal swaps —  —  —  —  —  —  —  — 
Total $ 7,890  $ 7,083  $ 7,066  $ 6,050  $ 824  $ 1,033  $ —  $ — 
The Company uses a market approach to value the assets and liabilities for financial instruments in the table above. 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 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. Deferred compensation investments are primarily presented in Other assets. Deferred compensation liabilities are primarily presented in Other long-term liabilities.

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 objectives and strategies for using derivatives in these areas are as follows:
Interest Rate. On March 4, 2022, the Company entered into a $100.0 million interest rate swap to hedge the interest rate risk on the Credit Agreement described in Note Q. 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. 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.
Foreign Currency. The Company sells a portion of its products to overseas customers in their local currencies, primarily the euro and yen. The Company secures foreign currency derivatives, mainly forward contracts and options, to hedge these anticipated sales transactions. 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 the hedge contracts.


22


Materion Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
Depending upon the methods used, the hedge contracts may limit the benefits from a weakening U.S. dollar.
The use of forward contracts locks in a firm rate and eliminates any downside from an adverse rate movement as well as any benefit from a favorable rate movement. The Company may from time to time choose to hedge with options or a tandem of options, known as a collar. These hedging techniques can limit or eliminate the downside risk but can allow for some or all of the benefit from a favorable rate movement to be realized. Unlike a forward contract, a premium is paid for an option; collars, which are a combination of a put and call option, may have a net premium but can be structured to be cash neutral. The Company will primarily hedge with forward contracts due to the relationship between the cash outlay and the level of risk.
The use of foreign currency derivative contracts is governed by policies approved by the Audit Committee of the Board of Directors. A team consisting of senior financial managers reviews the estimated exposure levels, as defined by budgets, forecasts, and other internal data, and determines the timing, amounts, and nature of instruments to use to hedge exposures. Management analyzes the effective hedged rates and the actual and projected gains and losses on the hedging transactions against the program objectives, targeted rates, and levels of risk assumed. Foreign currency contracts are typically layered in at different times for a specified exposure period in order to minimize the impact of market rate movements.
Precious Metals.    The Company maintains the majority of its precious metal production requirements on consignment in order to reduce its working capital investment and the exposure to metal price movements. When a product containing precious metal is fabricated and delivered to the customer, the metal content is purchased out of consignment based on the current market price. 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. 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. Each precious metal consignor retains title to its consigned precious metal until it is purchased by the Company, and it is the Company’s typical practice to purchase metal out of consignment only after a product containing that metal has been purchased by one of our customers.
In certain instances, a customer may want to fix the price for the precious metal at the time the sales order is placed rather than at the time of shipment. Setting the sales price at a different date than when the material would be purchased out of consignment potentially creates an exposure to movements in the market price of the metal. Therefore, in these limited situations, the Company may elect to enter into a forward contract to purchase precious metal. The forward contract allows the Company to purchase metal at a fixed price on a specific future date. The price in the forward contract serves as the basis for the price to be charged to the customer. By doing so, the selling price and purchase price are matched, and the Company's price exposure is reduced.
The Company refines precious metal-containing materials for its customers and typically will purchase the refined metal from the customer at current market prices. In limited circumstances, the customer may want to fix the price to be paid at the time of the order as opposed to when the material is refined. The customer may also want to fix the price for a set period of time. The Company may then elect to enter into a hedge contract, either a forward contract or a swap, to fix the price for the estimated quantity of metal to be refined and purchased, thereby reducing the exposure to adverse movements in the price of the metal. The Company may also enter into hedges to mitigate the risk relating to the prices of the metals that we process or refine.
In certain circumstances, the Company also refines metal from the customer and may retain a portion of the refined metal as payment. 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. 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.


23


Materion Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
The Company will only enter into a derivative contract if there is an underlying identified exposure. Contracts are typically held to maturity. The Company does not engage in derivative trading activities and does not use derivatives for speculative purposes. The Company only uses hedge contracts that are denominated in the same currency or metal as the underlying exposure.
All derivatives are recorded on the balance sheet at fair value. If a derivative is designated and effective as a cash flow hedge, changes in the fair value of the derivative are recognized in other comprehensive income (OCI) and reclassified into income in the same period or periods during which the hedged transaction affects earnings. The ineffective portion of a derivative's fair value, if any, is recognized in earnings immediately. If a derivative is not a hedge, changes in the fair value are adjusted through income. The fair values of the outstanding derivatives are recorded on the balance sheet as assets (if the derivatives are in a gain position) or liabilities (if the derivatives are in a loss position). 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
(Thousands) Notional
Amount
Fair
Value
Notional
Amount
Fair
Value
Foreign currency forward contracts
Prepaid and other current assets $ 28,817  $ 412  $ 24,532  $ 1,365 
Other liabilities and accrued items 35,956  483  45,679  1,031 
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.


24


Materion Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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
Fair Value
(Thousands) Notional
Amount
Prepaid and other current assets Other assets Other liabilities and accrued items Other long-term liabilities
Foreign currency forward contracts - yen $ 229  $ —  $ —  $ $ — 
Foreign currency forward contracts - euro —  —  —  —  — 
Precious metal swaps —  —  —  —  — 
Interest rate swap 200,000  1,873  239  233  103 
Total $ 200,229  $ 1,873  $ 239  $ 238  $ 103 
December 31, 2024
Fair Value
Notional
Amount
Prepaid and other current assets Other assets Other liabilities and accrued items Other long-term liabilities
Foreign currency forward contracts - yen $ 1,427  $ 70  $ —  $ $ — 
Foreign currency forward contracts - euro 5,955  236  —  —  — 
Precious metal swaps —  —  —  —  — 
Interest rate swap 200,000  2,701  1,902  —  — 
Total $ 207,382  $ 3,007  $ 1,902  $ $ — 

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)


25


Materion Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
Nine Months Ended
(Thousands) September 26, 2025 September 27, 2024
Hedging relationship Line item
Foreign currency forward contracts Net sales $ (103) $ (335)
Precious metal swaps Cost of sales —  564 
Interest rate swap Interest expense - net (2,354) (3,856)
Total $ (2,457) $ (3,627)

Note P — Contingencies
Legal Proceedings. The Company is party to several pending legal proceedings and claims arising in the normal course of business. The Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. 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.
Environmental Proceedings. The Company has an active environmental compliance program and records reserves for the probable cost of identified environmental remediation projects. The reserves are established based upon analyses conducted by the Company’s engineers and outside consultants and are adjusted from time to time based upon ongoing studies, the difference between actual and estimated costs, and other factors. 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. 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
Borrowings under Credit Agreement $ 230,125  $ 198,875 
Borrowings under the Term Loan Facility 223,594  240,000 
Overdraft Sweep Facility 2,921  123 
Foreign debt 2,250  4,901 
Total debt outstanding 458,890  443,899 
Current portion of long-term debt (10,166) (34,274)
Gross long-term debt 448,724  409,625 
Unamortized deferred financing fees (1,952) (1,891)
Long-term debt $ 446,772  $ 407,734 

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.



26


Materion Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
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. 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. 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.






Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
OVERVIEW
We are an integrated producer of high-performance advanced engineered materials used in a variety of electronic, thermal, and structural applications. Our products are sold into numerous end markets, including semiconductor, industrial, aerospace and defense, automotive, consumer electronics, energy, and telecom and data center.



27


RESULTS OF OPERATIONS

Third Quarter
  Third Quarter Ended
September 26, September 27, $ %
(Thousands, except per share data) 2025 2024 Change Change
Net sales $ 444,808  $ 436,715  $ 8,093  %
Value-added sales 263,949  263,828  121  —  %
Gross margin 86,123  80,938  5,185  %
Gross margin as a % of net sales 19  % 19  %
Gross margin as a % of value-added sales 33  % 31  %
Selling, general, and administrative (SG&A) expense 38,256  35,009  3,247  %
SG&A expense as a % of net sales % %
SG&A expense as a % of value-added sales 14  % 13  %
Research and development (R&D) expense 6,548  7,868  (1,320) (17) %
R&D expense as a % of net sales % %
R&D expense as a % of value-added sales % %
Restructuring expense 212  1,493  (1,281) (86) %
Other—net 6,164  5,309  855  16  %
Operating profit 34,943  31,259  3,684  12  %
Other non-operating (income)—net (711) (642) (69) 11  %
Interest expense—net 7,544  8,839  (1,295) (15) %
Income before income taxes 28,110  23,062  5,048  22  %
Income tax expense 2,698  768  1,930  251  %
Net income $ 25,412  $ 22,294  $ 3,118  14  %
Diluted earnings per share $ 1.22  $ 1.07  $ 0.15  14  %

Net sales of $444.8 million in the third quarter of 2025 increased $8.1 million from $436.7 million in the third quarter of 2024. An increase in net sales in the Electronic Materials and Precision Optics segments were partially offset by a decrease in the Performance Materials segment.
The increase in the Electronic Materials segment was primarily due to higher precious metal pass through costs, increasing net sales by approximately $48.5 million when compared to the prior year period, partially offset by a decrease in volume of precious metal sales of $27.5 million driven by. The decrease in precious metal sales was primarily due to the impact of the divestiture of the target business in Albuquerque, New Mexico that occurred in the fourth quarter of 2024. Sales volumes for the Performance Materials segment were unfavorably impacted by equipment downtime. At the Company level, a decrease in the energy (17%) end market was partially offset by a $4.8 million increase in the volume of raw material beryllium hydroxide sales compared to the same period in the prior year. See Note C to the Consolidated Financial Statements for additional details on the year over year changes in our net sales by segment and market.
Value-added sales is a non-GAAP financial measure that removes the impact of pass-through metal costs and allows for analysis without the distortion of the movement or volatility in precious metal market prices and changes in mix due to customer-supplied material. Internally, we manage our business on this basis, and a reconciliation of net sales, the most directly comparable GAAP financial measure, to value-added sales is included herein. Value-added sales in the third quarter of 2025 was relatively flat with the third quarter of 2024. Volume decreases were impacted by equipment downtime in the Performance Materials segment as well as a decrease in the energy (24%) end market. These decreases were partially offset by a $4.8 million year over year increase in raw material beryllium hydroxide sales compared to the third quarter of 2024.
Gross margin in the third quarter of 2025 was $86.1 million, an increase of 6% compared to the third quarter of 2024. Gross margin expressed as a percentage of net sales was 19% in both the third quarter of 2025 and 2024. Gross margin expressed as a percentage of value-added sales was 33% in the third quarter of 2025 compared to 31% in the third quarter of 2024. The increase in gross margin is primarily due to favorable mix, primarily in the Electronic Materials segment, partially offset by production inefficiencies in the Performance Materials segment.



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SG&A expense was $38.3 million in the third quarter of 2025, compared to $35.0 million in the third quarter of 2024. The increase in SG&A expense was primarily due to timing of incentive compensation accruals due to year to date performance. Expressed as a percentage of net sales, SG&A expense was 9% and 8% in the third quarter of 2025 and 2024, respectively. Expressed as a percentage of value-added sales, SG&A expense was 14% and 13% in the third quarter of 2025 and 2024, respectively.

R&D expense consists primarily of direct personnel and material costs for product innovation including pre-production development, evaluation, and testing of new products, prototypes, and applications to deliver new high performing advanced materials to our customers. R&D expense accounted for 1% and 2% of net sales in the third quarter of 2025 and 2024, respectively. R&D expense accounted for 2% and 3% of value-added sales in the third quarter of of 2025 and 2024, respectively. The decrease was driven by project timing.

Restructuring expense consists primarily of cost reduction actions taken in order to reduce our fixed cost structure. In the third quarter of 2025, we recorded $0.2 million of restructuring charges primarily in our Electronic Materials segment. In the third quarter of 2024, we recorded $1.5 million of restructuring charges across all segments. See Note E to the Consolidated Financial Statements for further discussion.

Other-net was $6.2 million of expense in the third quarter of 2025, or a $0.9 million increase from the third quarter of 2024. Refer to Note F to the Consolidated Financial Statements for details of the major components within Other-net.

Other non-operating (income)-net includes components of pension and post-retirement expense other than service costs. Refer to Note K to the Consolidated Financial Statements for details of the components.

Interest expense-net was $7.5 million and $8.8 million in the third quarter of 2025 and 2024, respectively. The decrease in interest expense is primarily due to an decrease in interest rates and borrowings compared to the prior year period.

Income tax expense for the third quarter of 2025 was $2.7 million, compared to $0.8 million in the third quarter of 2024. The effective tax rate for the third quarter of 2025 and 2024 was 9.6% and 3.3%, 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. See Note G to the Consolidated Financial Statements for additional discussion.

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.

We have evaluated the impact of the OBBBA on our consolidated financial statements, including the effects on our annual effective tax rate, deferred tax assets and liabilities, and cash flows. Based on our analysis, we expect there to be a positive impact on cash flow in 2025 and future years, primarily driven by the changes to the limitation on the deductibility of interest expense in the OBBBA. We do not expect the OBBBA to have a material impact on our annual effective tax rate in 2025.



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Nine Months
  Nine Months Ended
September 26, September 27, $ %
(Thousands, except per share data) 2025 2024 Change Change
Net sales $ 1,296,796  $ 1,247,868  $ 48,928  %
Value-added sales 792,265  801,509  (9,244) (1) %
Gross margin 244,960  233,009  11,951  %
Gross margin as a % of net sales 19  % 19  %
Gross margin as a % of value-added sales 31  % 29  %
SG&A expense 108,740  104,454  4,286  %
SG&A expense as a % of net sales % %
SG&A expense as a % of value-added sales 14  % 13  %
R&D expense 19,466  22,712  (3,246) (14) %
R&D expense as a % of net sales % %
R&D expense as a % of value-added sales % %
Restructuring (income) expense 2,729  6,161  (3,432) (56) %
Other—net 15,068  14,112  956  %
Operating profit 98,957  85,570  13,387  16  %
Other non-operating (income)—net (1,944) (1,925) (19) %
Interest expense—net 22,691  25,920  (3,229) (12) %
Income before income taxes 78,210  61,575  16,635  27  %
Income tax expense 9,960  6,836  3,124  46  %
Net income $ 68,250  $ 54,739  $ 13,511  25  %
Diluted earnings per share $ 3.27  $ 2.61  $ 0.66  25  %

Net sales of $1,296.8 million in the first nine months of 2025 increased $48.9 million from $1,247.9 million in the first nine months of 2024. Increases in net sales in the Electronic Materials and Precision Optics segments were partially offset by a decrease in the Performance Materials segment. The increase in the Electronic Materials segment was primarily due to higher precious metal pass through costs, increasing net sales by approximately $127.0 million when compared to the prior year period, partially offset by a decrease in precious metal sales of $58.6 million. The decrease in precious metal sales was primarily due to the impact of the divestiture of the target business in Albuquerque, New Mexico that occurred in the fourth quarter of 2024.
At the Company level, a volume decreases in the consumer electronics (9%) end market was partially offset by a volume increase in the energy (8%) end market. Additionally, there was a $7.2 million year over year increase in the volume of raw material beryllium hydroxide sales compared to the same period in the prior year. See Note C to the Consolidated Financial Statements for additional details on the year over year changes in our net sales by segment and market.

Value-added sales of $792.3 million in the first nine months of 2025 decreased $9.2 million, or 1%, compared to the first nine months of 2024. The decrease in value-added sales was impacted by a $10.5 million decrease in sales in the first nine months of 2025 compared to the same period in the prior year due to the divestiture of the target business in Albuquerque, New Mexico that occurred in the fourth quarter of 2024. Additionally, there was a volume decrease in the consumer electronics (11%) end market, which was partially offset by an increase in the energy (8%) end market. In addition, there was a $7.2 million year over year increase in the volume of raw material beryllium hydroxide sales compared to the same period in the prior year.

Gross margin in the first nine months of 2025 was $245.0 million, an increase of 5% compared to the first nine months of 2024. Gross margin expressed as a percentage of net sales was 19% in the first nine months of 2025 and 2024. Gross margin expressed as a percentage of value-added sales increased to 31% in the first nine months of 2025 from 29% in the first nine months of 2024. Despite the impact of lower sales volumes in the first nine months of 2025, the Company experienced improved manufacturing performance, resulting in favorable margins in 2025. Gross margin in the first nine months of 2024 was unfavorably impacted by the significant pre-production costs and manufacturing inefficiencies associated with the ramp of the wide area clad facility.


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SG&A expense was $108.7 million in the first nine months of 2025, compared to $104.5 million in the first nine months of 2024. The increase in SG&A expense was primarily due to timing of incentive compensation accruals due to year to date performance. Expressed as a percentage of net sales, SG&A expense was 8% in the first nine months of 2025 and 2024, respectively. Expressed as a percentage of value-added sales, SG&A expense was 14% and 13% in the first nine months of 2025 and 2024, respectively.

R&D expense consists primarily of direct personnel and material costs for product innovation including pre-production development, evaluation, and testing of new products, prototypes, and applications to deliver new high performing advanced materials to our customers. R&D expense accounted for 2% of net sales in the first nine months of both 2025 and 2024. R&D expense accounted for 2% and 3% of value-added sales in the first nine months of 2025 and 2024, respectively.

Restructuring (income) expense consists primarily of cost reduction actions taken in order to reduce our fixed cost structure. In the first nine months of 2025, we recorded a combined total of $2.7 million of restructuring charges in our Electronic Materials, Precision Optics, Performance Materials and Other segments. In the first nine months of 2024, we recorded a combined total of $6.2 million of restructuring charges primarily in our Precision Optics, Electronic Materials, Performance Materials and Other segments. Refer to Note E to the Consolidated Financial Statements for details.

Other-net was $15.1 million of expense in the first nine months of 2025, or a $1.0 million increase from the first nine months of 2024. Refer to Note F to the Consolidated Financial Statements for details of the major components within Other-net.

Other non-operating (income)-net includes components of pension and post-retirement expense other than service costs. Refer to Note K to the Consolidated Financial Statements for details of the components.

Interest expense-net was $22.7 million and $25.9 million in the first nine months of 2025 and 2024, respectively. The decrease in interest expense is primarily due to an decrease in interest rates and borrowings compared to the prior year period.

Income tax expense for the first nine months of 2025 was $10.0 million, compared to $6.8 million in the nine months of 2024. The Company's effective tax rate for the first nine months of 2025 and 2024 was 12.7% and 11.1%, respectively. 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. See Note G to the Consolidated Financial Statements for additional discussion.
























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Value-Added Sales - Reconciliation of Non-GAAP Financial Measure
A reconciliation of net sales to value-added sales, a non-GAAP financial measure, for each reportable segment and for the total Company for the third quarter and first nine months of 2025 and 2024 is as follows:
  Third Quarter Ended Nine Months Ended
September 26, September 27, September 26, September 27,
(Thousands) 2025 2024 2025 2024
Net sales
Performance Materials $ 170,787  $ 177,376  $ 527,552  $ 533,534 
Electronic Materials 246,837  236,906  696,059  641,564 
Precision Optics 27,184  22,433  73,185  72,770 
Other —  —  —  — 
Total $ 444,808  $ 436,715  $ 1,296,796  $ 1,247,868 
Less: pass-through metal costs
Performance Materials $ 13,681  $ 13,768  $ 41,889  $ 41,283 
Electronic Materials 167,137  159,067  462,497  404,953 
Precision Optics 41  52  145  123 
Other —  —  —  — 
Total $ 180,859  $ 172,887  $ 504,531  $ 446,359 
Value-added sales
Performance Materials $ 157,106  $ 163,608  $ 485,663  $ 492,251 
Electronic Materials 79,700  77,839  233,562  236,611 
Precision Optics 27,143  22,381  73,040  72,647 
Other —  —  —  — 
Total $ 263,949  $ 263,828  $ 792,265  $ 801,509 
Internally, management reviews net sales on a value-added basis. Value-added sales is a non-GAAP financial measure that deducts the value of the pass-through precious metal market costs from net sales. Value-added sales allow management to assess the impact of differences in net sales between periods, segments, or markets, and analyze the resulting margins and profitability without the distortion of movements in pass-through market metal costs. The dollar amount of gross margin and operating profit is not affected by the value-added sales calculation. We sell other metals and materials that are not considered direct pass-throughs, and these costs are not deducted from net sales when calculating value-added sales. Non-GAAP financial measures, such as value-added sales, have inherent limitations and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP.

The cost of gold, silver, platinum, palladium, copper, ruthenium, iridium, rhodium, rhenium, and osmium can be quite volatile. Our pricing policy is to directly pass the market cost of these metals on to the customer in order to mitigate the impact of metal price volatility on our results from operations. Trends and comparisons of net sales are affected by movements in the market prices of these metals, but changes in net sales due to metal price movements may not have a proportionate impact on our profitability.

Our net sales are also affected by changes in the use of customer-supplied metal. When we manufacture a precious metal product, the customer may purchase metal from us or may elect to provide its own metal, in which case we process the metal on a toll basis and the metal value does not flow through net sales or cost of sales. In either case, we generally earn our margin based upon our fabrication efforts. The relationship of this margin to net sales can change depending upon whether or not the product was made from our metal or the customer’s metal.


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The use of value-added sales removes the potential distortion in the comparison of net sales caused by changes in the level of customer-supplied metal.

By presenting information on net sales and value-added sales, it is our intention to allow users of our financial statements to review our net sales with and without the impact of the pass-through metals.


Segment Results
The Company consists of four reportable segments: Performance Materials, Electronic Materials, Precision Optics, and Other. The Other reportable segment includes unallocated corporate costs.

Performance Materials
Third Quarter
  Third Quarter Ended
September 26, September 27, $ %
(Thousands) 2025 2024 Change Change
Net sales $ 170,787  $ 177,376  $ (6,589) (4) %
Value-added sales 157,106  163,608  (6,502) (4) %
EBITDA 36,911  44,802  (7,891) (18) %
Net sales from the Performance Materials segment of $170.8 million in the third quarter of 2025 decreased 4% compared to net sales of $177.4 million in the third quarter of 2024. The decrease in sales was due to lower sales volumes in the energy (34%), aerospace and defense (10%) and automotive (16%) end markets primarily due to equipment downtime. These decreases were partially offset by a $4.8 million year over year increase in the volume of raw material beryllium hydroxide sales compared to the third quarter of 2024.
Value-added sales of $157.1 million in the third quarter of 2025 were 4% lower than value-added sales of $163.6 million in the third quarter of 2024. The decrease in value-added sales was due to the same factors driving the decrease in net sales.
EBITDA for the Performance Materials segment was $36.9 million in the third quarter of 2025, compared to $44.8 million in the third quarter of 2024. The decrease in EBITDA was driven by lower sales volumes as a result of equipment down time.
Nine Months
  Nine Months Ended
September 26, September 27, $ %
(Thousands) 2025 2024 Change Change
Net sales $ 527,552  $ 533,534  $ (5,982) (1) %
Value-added sales 485,663  492,251  (6,588) (1) %
EBITDA 118,678  115,893  2,785  %
Net sales from the Performance Materials segment of $527.6 million in the first nine months of 2025 decreased 1% compared to net sales of $533.5 million in the first nine months of 2024. The decrease in sales was due to lower sales volumes in the consumer electronics (10%) and automotive (11%) end markets. These decreases were partially offset by increased volumes in the energy (24%) end market. Additionally, there was a $7.2 million year over year increase in the volume of raw material beryllium hydroxide sales compared to the first nine months of 2024.
Value-added sales of $485.7 million in the first nine months of 2025 were 1% lower than value-added sales of $492.3 million in the first nine months of 2024. The decrease in value-added sales was due to the same factors driving the decrease in net sales.
EBITDA for the Performance Materials segment was $118.7 million in the first nine months of 2025 compared to $115.9 million in the first nine months of 2024. The unfavorable impacts of lower sales volumes were partially offset by manufacturing efficiencies and improved margins for the first nine months of 2025 compared to the first nine months of 2024. Additionally, there were higher costs associated with the production ramp of the precision clad strip facility in the first nine months of 2024 that did not recur in 2025, driving the increase in EBITDA.



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Electronic Materials
Third Quarter
  Third Quarter Ended
September 26, September 27, $ %
(Thousands) 2025 2024 Change Change
Net sales $ 246,837  $ 236,906  $ 9,931  %
Value-added sales 79,700  77,839  1,861  %
EBITDA 20,925  12,309  8,616  70  %
Net sales from the Electronic Materials segment of $246.8 million in the third quarter of 2025 were 4% higher than net sales of $236.9 million in the third quarter of 2024. The increase in net sales was primarily due to higher precious metal pass through costs, which increased net sales by $48.5 million compared to the third quarter of 2024. This was partially offset by a decrease in precious metal sales of $27.5 million in the third quarter of 2025 compared to the third quarter of 2024. The decrease in precious metal sales was primarily due to the impact of the divestiture of the target business in Albuquerque, New Mexico that occurred in the fourth quarter of 2024.
Value-added sales of $79.7 million in the third quarter of 2025 increased 2% compared to value-added sales of $77.8 million in the third quarter of 2024. Overall sales volumes were relatively flat in the third quarter of 2025 compared to the third quarter of 2024, consistent with value-added sales.
EBITDA for the Electronic Materials segment was $20.9 million in the third quarter of 2025 compared to $12.3 million in the third quarter of 2024. EBITDA was impacted by favorable price/mix and production efficiencies in the third quarter of 2025, compared to the same period in the prior year.

Nine Months
  Nine Months Ended
September 26, September 27, $ %
(Thousands) 2025 2024 Change Change
Net sales $ 696,059  $ 641,564  $ 54,495  %
Value-added sales 233,562  236,611  (3,049) (1) %
EBITDA 49,604  40,118  9,486  24  %
Net sales from the Electronic Materials segment of $696.1 million in the first nine months of 2025 were 8% higher than net sales of $641.6 million in the first nine months of 2024. The increase in net sales was primarily due to higher precious metal pass through costs, increasing net sales by approximately $127.0 million when compared to the prior year period, partially offset by a decrease in precious metal sales of $58.6 million. The decrease in precious metal sales was primarily due to the impact of the divestiture of the target business in Albuquerque, New Mexico that occurred in the fourth quarter of 2024. Additionally, there were lower sales volumes in the automotive (40%) end market in the first nine months of 2025, compared to the same period in the prior year.
Value-added sales of $233.6 million in the first nine months of 2025 decreased 1% compared to value-added sales of $236.6 million in the first nine months of 2024. The decrease in value-added sales was driven by decreased sales volumes in the energy (19%) end markets as well as decrease in sales volumes due to the impact of the divestiture of the target business in Albuquerque, New Mexico that occurred in the fourth quarter of 2024.
EBITDA for the Electronic Materials segment was $49.6 million in the first nine months of 2025 compared to $40.1 million in the first nine months of 2024. EBITDA was impacted by favorable price/mix and production efficiencies in the first nine months of 2025, compared to the same period in the prior year.




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Precision Optics
Third Quarter
(Thousands) Third Quarter Ended
September 26, September 27, $ %
2025 2024 Change Change
Net sales $ 27,184  $ 22,433  $ 4,751  21  %
Value-added sales 27,143  22,381  4,762  21  %
EBITDA 3,231  (39) 3,270  n.m.
Net sales from the Precision Optics segment of $27.2 million in the third quarter of 2025 increased 21% compared to net sales of $22.4 million in the third quarter of 2024. The increase was primarily due to higher sales volumes in the aerospace and defense end market (62%).
Value-added sales of $27.1 million in the third quarter of 2025 increased 21% compared to value-added sales of $22.4 million in the third quarter of 2024. The increase in value-added sales was due to the same factors driving the increase in net sales.
EBITDA for the Precision Optics segment was $3.2 million in the third quarter of 2025 compared to a slight loss in the third quarter of 2024. The increase in EBITDA was due to the impact of higher sales volumes as well as the various cost control initiatives implemented in 2024 and throughout 2025.

Nine Months
(Thousands) Nine Months Ended
September 26, September 27, $ %
2025 2024 Change Change
Net sales $ 73,185  $ 72,770  $ 415  %
Value-added sales 73,040  72,647  393  %
EBITDA 3,848  1,297  2,551  197  %
Net sales from the Precision Optics segment of $73.2 million in the first nine months of 2025 increased 1% compared to net sales of $72.8 million in the first nine months of 2024. The increase was primarily due to higher sales volumes in the aerospace and defense (28%) end market.
Value-added sales of $73.0 million in the first nine months of 2025 increased 1% compared to value-added sales of $72.6 million in the first nine months of 2024. The increase in value-added sales was due to the same factors driving the increase in net sales.
EBITDA for the Precision Optics segment was $3.8 million in the first nine months of 2025 compared to $1.3 million in the first nine months of 2024. The increase in EBITDA was due to the impact of the various cost control initiatives implemented in 2024 and throughout 2025.

Other
Third Quarter
(Thousands) Third Quarter Ended
September 26, September 27, $ %
2025 2024 Change Change
Net sales $ —  $ —  $ —  —  %
Value-added sales —  —  —  —  %
EBITDA (7,909) (6,578) (1,331) 20  %
The Other reportable segment in total includes unallocated corporate costs.
Corporate costs were $7.9 million in the third quarter of 2025 compared to $6.6 million in the third quarter of 2024. Corporate costs as a percent of Company-wide value-added sales increased from 2% in the third quarter of 2024 to 3% in the third quarter of 2025. The increase in corporate costs in the third quarter of 2025 compared to the third quarter of 2024 is primarily driven by changes in variable-based compensation and incentives.



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Nine Months
(Thousands) Nine Months Ended
September 26, September 27, $ %
2025 2024 Change Change
Net sales $ —  $ —  $ —  —  %
Value-added sales —  —  —  —  %
EBITDA (19,678) (18,522) (1,156) %
Corporate costs were $19.7 million in the first nine months of 2025 compared to $18.5 million in the first nine months of 2024. Corporate costs were 2% of Company-wide value-added sales in the first nine months of both 2025 and 2024. The increase in corporate costs was driven by changes in variable-based compensation and incentives. This increase was partially offset by a decrease in corporate expenses due to continued cost control initiatives implemented throughout 2024 and into 2025.


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FINANCIAL POSITION
Cash Flow
A summary of cash flows provided by (used in) operating, investing, and financing activities is as follows: 
  Nine Months Ended
September 26, September 27, $
(Thousands) 2025 2024 Change
Net cash provided by operating activities $ 83,724  $ 11,564  $ 72,160 
Net cash (used in) investing activities (77,261) (60,545) (16,716)
Net cash (used in)/provided by financing activities (8,417) 52,926  (61,343)
Effects of exchange rate changes 1,652  635  1,017 
Net change in cash and cash equivalents $ (302) $ 4,580  $ (4,882)
Net cash provided by operating activities totaled $83.7 million in the first nine months of 2025 versus $11.6 million in the prior year period. In addition to the $13.4 million increase in operating income, the increase in cash provided by operating activities was favorably impacted by the Company’s continued working capital initiatives, specifically efforts focused around cash collection, which resulted in incremental cash flow of $23.6 million, and timing of quarter-end payments related to payables and accruals, which resulted in incremental cash flow of $17.8 million. Further, throughout 2025, the Company has focused on maintaining reduced inventory levels consistent with the levels achieved at December 31, 2024. This resulted in incremental cash flow of approximately $12.2 million, when comparing to the first nine months of 2024. Lastly, there was a smaller increase in prepaid assets in the first nine months of 2025 compared to the increase in the first nine months of 2024, primarily due to an increase in prepaid taxes in the prior year, resulting in an increase in operating cash flow of $3.6 million.
Net cash used in investing activities was $77.3 million in the first nine months of 2025 compared to $60.5 million in the prior year period. The increase in cash used is primarily due to the July 2025 acquisition of certain manufacturing assets for tantalum solutions from Konasol, Co., Ltd., a Korean manufacturer serving the semiconductor and adjacent market, resulting in a $19.5 million outflow. Refer to Note B for additional detail. Additionally, the usage related to payments for mine development increased $9.6 million, offset by a lower decrease in cash used for capital expenditures of $12.0 million, when compared to the first nine months of 2024.
Capital expenditures are made primarily for new product development, replacing and upgrading equipment, infrastructure investments, and implementing information technology initiatives. For the full year 2025, the Company expects payments for property, plant, and equipment to be approximately $70 million.
Net cash used in financing activities totaled $8.4 million in the first nine months of 2025 and compared to net cash provided by financing activities of $52.9 million in the comparable prior year period. The net financing cash outflow in the first nine months of 2025 was primarily driven by debt repayments, made possible by increased cash levels resulting from the Company's ongoing working capital initiatives and lower capital spend, compared to an inflow in the prior year used to support business growth.
Liquidity
We believe cash flow from operations plus the available borrowing capacity and our current cash balance are adequate to support operating requirements, capital expenditures, projected pension plan contributions, the current dividend program, environmental remediation projects, and strategic acquisitions for at least the next twelve months and for the foreseeable future thereafter. At September 26, 2025, cash and cash equivalents held by our foreign operations totaled $15.0 million. We do not expect restrictions on repatriation of cash held outside of the United States to have a material effect on our overall liquidity, financial condition, or results of operations for the foreseeable future.
Other sources of liquidity include uncommitted short-term lines of credit for certain of the Company's foreign subsidiaries, which currently provide for borrowings of up to $22.8 million. At September 26, 2025, the Company had borrowings outstanding of $1.3 million, which reduced the aggregate availability under these facilities to $21.5 million.


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A summary of key data relative to our liquidity, including outstanding debt, cash, and available borrowing capacity, as of September 26, 2025 and December 31, 2024 is as follows:
  September 26, December 31,
(Thousands) 2025 2024
Cash and cash equivalents $ 16,411  $ 16,713 
Total outstanding debt 456,938  442,008 
Net debt $ (440,527) $ (425,295)
Available borrowing capacity $ 214,194  $ 168,997 
Net debt is a non-GAAP financial measure. We are providing this information because we believe it is more indicative of our overall financial position. It is also a measure our management uses to assess financing and other decisions. We believe that based on our typical cash flow generated from operations, we can support a higher leverage ratio in future periods.
The available borrowing capacity in the table above represents the additional amounts that could be borrowed under our revolving credit facility and other secured lines existing as of the end of each period depicted. The applicable debt covenants have been taken into account when determining the available borrowing capacity, including the covenant that restricts the borrowing capacity to a multiple of the twelve-month trailing earnings before interest, income taxes, depreciation, depletion and amortization, and other adjustments.
In June 2025, the Company entered into a Fifth Amended and Restated Credit Agreement (Credit Agreement). The Credit Agreement refinances 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.
The Credit Agreement also provides for an uncommitted incremental facility whereby, subject to the satisfaction of certain conditions, the Company may be able to borrow additional term loans in an aggregate amount not to exceed $250.0 million. The Credit Agreement provides the Company and its subsidiaries with additional capacity to enter into facilities for the consignment of precious metals, copper, nickel and tantalum, and provides enhanced flexibility to finance acquisitions and other strategic initiatives. Borrowings under the Credit Agreement are secured by substantially all of the assets of the Company and its direct subsidiaries, with the exception of non-mining real property, precious metal and certain other assets.
The Credit Agreement allows the Company to borrow money at a premium over SOFR or prime rate and at varying maturities. The premium resets quarterly according to the terms and conditions stipulated in the agreement. The Credit Agreement includes restrictive covenants relating to restrictions on additional indebtedness, acquisitions, dividends, and stock repurchases. In addition, the Credit Agreement includes covenants that limit the Company to a maximum leverage ratio and a minimum interest coverage ratio. We were in compliance with all of our debt covenants as of September 26, 2025 and December 31, 2024. Cash on hand up to $35.0 million can benefit the covenants and may benefit the borrowing capacity under the Credit Agreement.
Portions of our business utilize off-balance sheet consignment arrangements allowing us to use metal owned by precious metal consignors as we manufacture product for our customers. Metal is purchased from the precious metal consignor and sold to our customer at the time of product shipment. Expansion of business volumes and/or higher metal prices can put pressure on the consignment line limitations from time to time. In August 2025, we entered into a precious metals consignment agreement, maturing on August 31, 2028, which replaced the consignment agreements that would have matured on August 31, 2025. The available and unused capacity under the metal consignment agreements expiring in August 2028 totaled approximately $121.2 million as of September 26, 2025, compared to $233.4 million as of December 31, 2024. The availability is determined by Board approved levels and actual capacity.
In January 2014, our Board of Directors approved a plan to repurchase up to $50.0 million of our common stock. We repurchased 100,000 shares under this program in the second quarter of 2025, for a total cost of $7.8 million. Since the approval of the repurchase plan, we have purchased 1,354,264 shares at a total cost of $49.5 million. In October 2025, we announced that our Board of Directors had approved a new plan to repurchase up to $50.0 million of our common stock, replacing the plan approved in 2014.


38


The timing of the share repurchases will depend on several factors, including market and business conditions, our cash flow, debt levels, and other investment opportunities. There is no minimum quantity requirement to repurchase our common stock for a given year, and the repurchases may be discontinued at any time.
We paid cash dividends of $2.9 million and $8.6 million on our common stock in the third quarter and first nine months of 2025, respectively. We intend to pay a quarterly dividend on an ongoing basis, subject to a determination that the dividend remains in the best interest of our shareholders.

OFF-BALANCE SHEET ARRANGEMENTS AND CASH OBLIGATIONS
We maintain the majority of the precious metals and portions of the copper we use in production on a consignment basis in order to reduce our exposure to metal price movements and to reduce our 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. We were in compliance with all of the covenants contained in the consignment agreements as of September 26, 2025. For additional information on our material cash obligations, refer to our 2024 Annual Report on Form 10-K.

CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the inherent use of estimates and management’s judgment in establishing those estimates. For additional information regarding critical accounting policies, please refer to our 2024 Annual Report on Form 10-K.

Forward-looking Statements: Portions of the narrative set forth in this document that are not statements of historical or current facts are forward-looking statements. Our actual future performance may materially differ from that contemplated by the forward-looking statements as a result of a variety of factors. These factors include, in addition to those mentioned elsewhere herein: the global economy, including inflationary pressures, potential future recessionary conditions and the impact of tariffs and trade agreements; the impact of any U.S. Federal Government shutdowns or sequestrations; the condition of the markets which we serve, whether defined geographically or by segment; changes in product mix and the financial condition of customers; our success in developing and introducing new products and new product ramp-up rates; our success in passing through the costs of raw materials to customers or otherwise mitigating fluctuating prices for those materials, including the impact of fluctuating prices on inventory values; our success in identifying acquisition candidates and in acquiring and integrating such businesses; the impact of the results of acquisitions on our ability to fully achieve the strategic and financial objectives related to these acquisitions; our success in implementing our strategic plans and the timely and successful start-up and completion of any capital projects; other financial and economic factors, including the cost and availability of raw materials (both base and precious metals), physical inventory valuations, metal consignment fees, tax rates, exchange rates, interest rates, pension costs and required cash contributions and other employee benefit costs, energy costs, regulatory compliance costs, the cost and availability of insurance, credit availability, and the impact of the Company’s stock price on the cost of incentive compensation plans; the uncertainties related to the impact of war, terrorist activities, and acts of God; changes in government regulatory requirements and the enactment of new legislation that impacts our obligations and operations, including changes in tax regulations or guidance promulgated pursuant to the new legislation implemented in the One Big Beautiful Bill Act; the conclusion of pending litigation matters in accordance with our expectation that there will be no material adverse effects; the disruptions in operations from, and other effects of, catastrophic and other extraordinary events including outbreaks of infectious diseases and the conflict between Russia and Ukraine; realization of expected financial benefits expected from the Inflation Reduction Act of 2022; the amount and timing of any repurchases of our shares; and the risk factors set forth in Part 1, Item 1A of the Company's 2024 Annual Report on Form 10-K.



39


Item 3. Quantitative and Qualitative Disclosures about Market Risk
For information regarding market risks, refer to Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our 2024 Annual Report on Form 10-K. There have been no material changes in our market risks since the inclusion of this discussion in our 2024 Annual Report on Form 10-K.


40


Item 4. Controls and Procedures
a)Evaluation of Disclosure Controls and Procedures
The Company carried out an evaluation under the supervision and with participation of the Company's management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of disclosure controls and procedures as of September 26, 2025 pursuant to Rule 13a-15(b) and 15d-15(b) under the Securities Exchange Act of 1934, as amended (Exchange Act). Based on that evaluation, management, including the chief executive officer and chief financial officer, concluded that disclosure controls and procedures are effective as of September 26, 2025.
b)Changes in Internal Control over Financial Reporting

There have been no changes in the Company's internal control over financial reporting that occurred during the quarter ended September 26, 2025 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.



41


PART II OTHER INFORMATION
Item 1. Legal Proceedings

Our subsidiaries and our holding company are subject, from time to time, to a variety of civil and administrative proceedings arising out of our normal operations, including, without limitation, product liability claims, health, safety, and environmental claims, and employment-related actions.
The information presented in the Legal Proceedings section of Note P ("Contingencies") of the Notes to Consolidated Financial Statements (Unaudited) is incorporated herein by reference.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities
The following table presents information with respect to repurchases of common stock made by the Company during the three months ended September 26, 2025.
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
June 28 through August 1, 2025 —  $ —  —  $ 472,674 
August 2 through August 29, 2025 —  —  —  472,674 
August 30 through September 26, 2025 —  —  —  50,000,000 
Total —  $ —  —  $ 50,000,000 


(1) On January 14, 2014, the Company announced that its Board of Directors had authorized the repurchase of up to $50.0 million of its common stock. During the three months ended June 27, 2025, the Company repurchased 100,000 shares under this program. On October 29, 2025, the Company announced that its Board of Directors had authorized the repurchase of up to $50.0 million of its common stock on September 25, 2025, which authorization replaced the existing 2014 authorization.
Item 4. Mine Safety Disclosures
Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95 to this quarterly report on Form 10-Q.


42


Item 5. Other Information

During the quarter ended September 26, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).



Item 6. Exhibits
All documents referenced below were filed pursuant to the Exchange Act by Materion Corporation, file number 001-15885, unless otherwise noted.
10.1
Amendment No. 2 to Amended and Restated Metals Consignment Agreement, dated as of August 20, 2025 (filed as Exhibit 10.1 to the Company's 8-K filed on August 21, 2025), incorporated herein by reference.
10.2
31.1
Certification of Chief Executive Officer required by Rule 13a-14(a) or 15d-14(a)*
31.2
Certification of Chief Financial Officer required by Rule 13a-14(a) or 15d-14(a)*
32
95
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document*
101.SCH Inline XBRL Taxonomy Extension Schema Document*
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in the Exhibit 101 attachments)
*Submitted electronically herewith.


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
    MATERION CORPORATION
Dated: October 30, 2025    
   
/s/ Shelly M. Chadwick
    Shelly M. Chadwick
    Vice President, Finance and Chief Financial Officer
(Principal Financial Officer)


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EX-10.2 2 formof2025restrictedstocka.htm EX-10.2 Document

Exhibit 10.2
MATERION CORPORATION
Restricted Stock Units Agreement (Stock-Settled)
WHEREAS, __________ (the “Grantee”) is an employee of Materion Corporation, an Ohio corporation (the “Corporation”) or a Subsidiary; and
WHEREAS, the execution of an agreement in the form hereof (this “Agreement”) has been authorized by a resolution of the Compensation Committee (the “Committee”) of the Board of Directors of the Corporation.
NOW, THEREFORE, pursuant to the Materion Corporation 2025 Equity and Incentive Compensation Plan (as amended or amended and restated to date, the “Plan”), the Corporation hereby confirms to the Grantee the grant, effective on __________ (the “Date of Grant”), of __________ Restricted Stock Units (as defined in the Plan) (“RSUs”), subject to the terms and conditions of the Plan and the following additional terms, conditions, limitations and restrictions:
Article I

DEFINITIONS
All terms used but not defined herein with initial capital letters that are defined in the Plan shall have the meanings assigned to them in the Plan when used herein with initial capital letters.
Article II

CERTAIN TERMS OF RESTRICTED STOCK UNITS
1.RSUs Not Transferable. The RSUs covered by the Agreement shall not be transferable other than by will or pursuant to the laws of descent and distribution prior to payment.
NAI-5001512286v4


2.Vesting and Payment of RSUs.
(a)General. Subject to the provisions of Sections 2(b), 2(c) and 2(d) of this Article II, all of the RSUs covered by this Agreement shall become nonforfeitable on the third anniversary of the Date of Grant (the “Vesting Date”), subject to the Grantee having remained in the continuous employ of the Corporation or a Subsidiary on such Vesting Date and shall be payable by the issuance of Common Shares to the Grantee on such Vesting Date.
(b)Death or Disability. Notwithstanding the provisions of Section 2(a) of this Article II, all of the RSUs covered by this Agreement shall immediately become nonforfeitable and shall be immediately payable if the Grantee dies or becomes permanently disabled (as hereinafter defined) while in the employ of the Corporation or a Subsidiary prior to the Vesting Date. The Grantee shall be considered to have become permanently disabled if the Grantee has suffered a permanent disability within the meaning of the long-term disability plan of the Corporation in effect for, or applicable to, the Grantee and is “disabled” within the meaning of Section 409A(a)(2)(C) of the Code.
(c)Retirement.
(i)If the Grantee should Retire (as hereinafter defined) after the Date of Grant, the RSUs covered by this Agreement shall be forfeited, unless the Committee determines that, notwithstanding the requirement of continuous employment contained in Section 2(a) of this Article II, such RSUs will continue to vest and become payable on the Vesting Date, and provided that if the Committee makes such a determination, the RSUs will also be paid on any earlier date when payment would otherwise have been made under Section 2 of this Article II if the Grantee had continued employment through such date.
(ii)“Retire” shall mean the Grantee’s retirement from the Corporation or a Subsidiary at (A) age 65 or older with 5 or more years of continuous
    -2-    
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employment or (B) at age 55 or older with 10 or more years of continuous employment with the Corporation or a Subsidiary.
(d)Change in Control.
(i)Notwithstanding Section 2(a) of this Article II above, the RSUs granted hereby shall immediately become nonforfeitable if at any time during the employment of the Grantee and prior to the Vesting Date:
(A)a Change in Control shall occur after the Date of Grant; and
(B)within two years following the Change in Control the Grantee’s employment with the Corporation or a Subsidiary is terminated by the Grantee as a Termination for Good Cause (as defined in Section 2(f) of this Article II) or the Grantee is terminated by the Corporation other than as a Termination for Cause (as defined in Section 2(e) of this Article II). If the Change in Control constitutes a “change in control” for purposes of Section 409A of the Code and if the Grantee incurs a “separation from service” for purposes of Section 409A of the Code within two years following such Change in Control, payment for any RSUs which are no longer subject to a substantial risk of forfeiture will be made upon the Grantee’s separation from service, provided however, that if at such time the Grantee is a “specified employee” as determined pursuant to the identification methodology adopted by the Corporation in compliance with Section 409A of the Code, the date of payment for the RSUs shall be the tenth business day of the seventh month after the date of the Grantee’s separation from service (or if earlier the Grantee’s death). If payment is not made pursuant to the preceding sentence because the Change in Control does not constitute a “change in control” for purposes of Section 409A of the Code, then payment shall be made at the earliest date that payment otherwise would have been made under Section
    -3-    
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2 of this Article II if no Change in Control had occurred, assuming continued employment through such date.
(ii)Notwithstanding anything in this Section 2(d) to the contrary, in connection with a Business Combination, the result of which is that the Outstanding Company Voting Securities are exchanged for or become exchangeable for securities of another entity, cash or a combination thereof, if the entity resulting from such Business Combination does not assume the RSUs evidenced hereby and the Corporation’s obligations hereunder, or replace the RSUs evidenced hereby with a substantially equivalent security of the entity resulting from such Business Combination, then the RSUs evidenced hereby shall become nonforfeitable as of immediately prior to such Business Combination. Payment for any RSUs which are no longer subject to a substantial risk of forfeiture as determined under the original terms of this award will be upon the Change in Control; provided, however, if the Change in Control does not constitute a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code, then payment for the RSUs will be made upon the date that payment otherwise would have been made under Section 2 of this Article II if no Change in Control had occurred, assuming continued employment through such date.
(e)“Termination for Cause” means a termination of Grantee’s employment by the Corporation for “Cause” (as defined in Section 7(f) of this Article II).
(f)“Termination for Good Cause” shall mean the Grantee’s termination of the Grantee’s employment with the Corporation or a Subsidiary as a result of the occurrence of any of the following:
(i)a change in the Grantee’s principal location of employment that is greater than 50 miles from its location as of the date hereof without the Grantee’s
    -4-    
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consent; provided, however, that the Grantee hereby acknowledges that the Grantee may be required to engage in travel in connection with the performance of the Grantee’s duties hereunder and that such travel shall not constitute a change in the Grantee’s principal location of employment for purposes hereof;
(ii)a material diminution in the Grantee’s base compensation;
(iii)a change in the Grantee’s position with the Corporation without the Grantee’s consent such that there is a material diminution in the Grantee’s authority, duties or responsibilities; or
(iv)any other action or inaction that constitutes a material breach by the Corporation of the agreement under which the Grantee provides services.
Notwithstanding the foregoing, the Grantee’s termination of the Grantee’s employment with the Corporation as a result of the occurrence of any of the foregoing shall not constitute a “Termination for Good Cause” unless (A) the Grantee gives the Corporation written notice of such occurrence within 90 days of such occurrence and such occurrence is not cured by the Corporation within 30 days of the date on which such written notice is received by the Corporation and (B) the Grantee actually terminates his or her employment with the Corporation prior to the 365th day following such occurrence.
3.Form and Time of Payment of RSUs/Withholding Taxes. Except as otherwise provided for in Section 2 of Article III, payment for the RSUs that become nonforfeitable as provided herein shall be made in form of Common Shares at the time the RSUs are payable in accordance with Section 2 of this Article II. To the extent that the Corporation is required to withhold federal, state, local or foreign taxes or other amounts in connection with the delivery of Common Shares to the Grantee or any other person under this Agreement, the number of Common Shares to be delivered to the Grantee or such other person shall be reduced (based on the fair market value per Common Share as of the date the RSUs are reduced) to provide for the taxes required to be withheld with any fractional shares that
    -5-    
NAI-5001512286v4


would otherwise be delivered being rounded up to the next nearest whole share. In no event will the fair market value of the Common Shares to be withheld and delivered pursuant to this Section to satisfy applicable withholding taxes exceed the minimum amount required to be withheld, unless (a) an additional amount can be withheld or delivered, and not result in adverse accounting or other consequences as reasonably determined by the Committee (it being understood that the failure of such reasonable determination to be correct shall not constitute a violation of the terms of the Plan), and (b) it is permitted by the Committee.
4.Forfeiture of RSUs. The RSUs shall be forfeited, except as otherwise provided in Section 2(b), 2(c) or 2(d) of this Article II above, if the Grantee ceases to be employed by the Corporation or a Subsidiary prior to the Vesting Date.
5.Dividend Equivalents. From and after the Date of Grant and until the earlier of (a) the time when the RSUs vest and become nonforfeitable and payable in accordance with Section 2 of this Article II or (b) the time when the Grantee’s right to receive Common Shares in payment of the RSUs is forfeited in accordance with Section 4 of this Article II, on the date that the Corporation pays a cash dividend (if any) to holders of Common Shares generally, the Grantee shall be entitled to a number of additional whole RSUs (rounded up or down to the nearest whole RSU) determined by dividing (i) the product of (A) the dollar amount of the cash dividend paid per Common Share on such date and (B) the total number of RSUs covered by this Agreement (including dividend equivalents credited with respect thereto) previously credited to the Grantee as of such date, by (ii) the Market Value per Share on such date. Such dividend equivalents (if any) shall be subject to the same terms and conditions and shall be paid or forfeited in the same manner and at the same time as the RSUs to which the dividend equivalents were credited.
6.Effect of Detrimental Activity. Notwithstanding anything herein to the contrary, if the Grantee, either during employment by the Corporation or a Subsidiary or within
    -6-    
NAI-5001512286v4


one year after termination of such employment, shall engage in any Detrimental Activity (as hereinafter defined), and the Board shall so find, the Grantee shall:
(a)Forfeit all RSUs held by the Grantee.
(b)Return to the Corporation all Common Shares that the Grantee has not disposed of that were paid out pursuant to this Agreement within a period of one year prior to the date of the commencement of such Detrimental Activity.
(c)With respect to any Common Shares that the Grantee has disposed of that were paid out pursuant to this Agreement within a period of one year prior to the date of the commencement of such Detrimental Activity, pay to the Corporation in cash the value of such Common Shares on the date such Common Shares were paid out.
(d)To the extent that the amounts referred to above in Section 6(b) and 6(c) of this Article II are not paid to the Corporation, the Corporation may set off the amounts so payable to it against any amounts that may be owing from time to time by the Corporation or a Subsidiary to the Grantee, whether as wages, deferred compensation or vacation pay or in the form of any other benefit or for any other reason, except that no setoff shall be permitted against any amount that constitutes “deferred compensation” within the meaning of Section 409A of the Code.
7.For purposes of this Agreement, the term "Detrimental Activity" shall include:
(a)(i)    Engaging in any activity in violation of the Section entitled "Competitive Activity; Confidentiality; Nonsolicitation" in the Severance Agreement between the Corporation and the Grantee, if such agreement is in effect at the date hereof, or in violation of any corresponding provision in any other agreement between the Corporation and the Grantee in effect on the date hereof providing for the payment of severance compensation; or
    -7-    
NAI-5001512286v4


(i)If no such severance agreement is in effect as of the date hereof or if a severance agreement does not contain a Section corresponding to "Competitive Activity; Confidentiality; Nonsolicitation":
(A)Competitive Activity During Employment. Competing with the Corporation anywhere within the United States during the term of the Grantee's employment, including, without limitation:
(I)entering into or engaging in any business which competes with the business of the Corporation;
(II)soliciting customers, business, patronage or orders for, or selling, any products or services in competition with, or for any business that competes with, the business of the Corporation;
(III)diverting, enticing or otherwise taking away any customers, business, patronage or orders of the Corporation or attempting to do so; or
(IV)promoting or assisting, financially or otherwise, any person, firm, association, partnership, corporation or other entity engaged in any business which competes with the business of the Corporation.
(B)Following Termination. For a period of one year following the Grantee's termination date:
(I)entering into or engaging in any business which competes with the Corporation's business within the Restricted Territory (as hereinafter defined);
(II)soliciting customers, business, patronage or orders for, or selling, any products or services in competition with, or for any business, wherever located, that competes with, the Corporation's business within the Restricted Territory;
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NAI-5001512286v4


(III)diverting, enticing or otherwise taking away any customers, business, patronage or orders of the Corporation within the Restricted Territory, or attempting to do so; or
(IV)promoting or assisting, financially or otherwise, any person, firm, association, partnership, corporation or other entity engaged in any business which competes with the Corporation's business within the Restricted Territory.
For the purposes of Sections 7(a)(ii)(A) and (B) above, inclusive, but without limitation thereof, the Grantee will be in violation thereof if the Grantee engages in any or all of the activities set forth therein directly as an individual on the Grantee's own account, or indirectly as a partner, joint venturer, employee, agent, salesperson, consultant, officer and/or director of any firm, association, partnership, corporation or other entity, or as a stockholder of any corporation in which the Grantee or the Grantee's spouse, child or parent owns, directly or indirectly, individually or in the aggregate, more than five percent (5%) of the outstanding stock.
(C)"The Corporation." For the purposes of this Section 7(a)(ii) of Article II, the "Corporation" shall include any and all direct and indirect subsidiaries, parents, and affiliated, or related companies of the Corporation for which the Grantee worked or had responsibility at the time of termination of the Grantee's employment and at any time during the two year period prior to such termination.
(D)"The Corporation's Business." For the purposes of this Section 7 of Article II inclusive, the Corporation's business is defined to be the integrated production of high performance advanced engineered materials used in a variety of electrical, electronic, thermal and structural applications serving the consumer
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NAI-5001512286v4


electronics, industrial components and commercial aerospace, defense and science, medical, energy, automotive electronics, telecommunications infrastructure and appliance markets, as further described in any and all manufacturing, marketing and sales manuals and materials of the Corporation as the same may be altered, amended, supplemented or otherwise changed from time to time, or of any other products or services substantially similar to or readily substitutable for any such described products and services.
(E)"Restricted Territory." For the purposes of Section 7(a)(ii)(B) of Article II, the Restricted Territory shall be defined as and limited to:
(I)the geographic area(s) within a one hundred mile radius of any and all of the Corporation’s location(s) in, to, or for which the Grantee worked, to which the Grantee was assigned or had any responsibility (either direct or supervisory) at the time of termination of the Grantee's employment and at any time during the two-year period prior to such termination; and
(II)all of the specific customer accounts, whether within or outside of the geographic area described in (I) above, with which the Grantee had any contact or for which the Grantee had any responsibility (either direct or supervisory) at the time of termination of the Grantee's employment and at any time during the two-year period prior to such termination.
(F)Extension. If it shall be judicially determined that the Grantee has violated any of the Grantee's obligations under Section 7(a)(ii)(B) of Article II, then the period applicable to each obligation that the Grantee shall have been determined to have violated shall automatically be extended by a period of time equal in length to the period during which such violation(s) occurred.
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(b)Non-Solicitation. Except as otherwise provided in Section 7(a)(i) of Article II, Detrimental Activity shall also include directly or indirectly at any time soliciting or inducing or attempting to solicit or induce any employee(s), sales representative(s), agent(s) or consultant(s) of the Corporation and/or of its parents, or its other subsidiaries or affiliated or related companies to terminate their employment, representation or other association with the Corporation and/or its parent or its other subsidiary or affiliated or related companies.
(c)Further Covenants. Except as otherwise provided in Section 7(a)(i) of Article II, Detrimental Activity shall also include:
(i)directly or indirectly, at any time during or after the Grantee's employment with the Corporation, disclosing, furnishing, disseminating, making available or, except in the course of performing the Grantee's duties of employment, using any trade secrets or confidential business and technical information of the Corporation or its customers or vendors, including without limitation as to when or how the Grantee may have acquired such information. Such confidential information shall include, without limitation, the Corporation's unique selling, manufacturing and servicing methods and business techniques, training, service and business manuals, promotional materials, training courses and other training and instructional materials, vendor and product information, customer and prospective customer lists, other customer and prospective customer information and other business information. The Grantee specifically acknowledges that all such confidential information, whether reduced to writing, maintained on any form of electronic media, or maintained in the Grantee's mind or memory and whether compiled by the Corporation, and/or the Grantee, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its
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disclosure or use, that reasonable efforts have been made by the Corporation to maintain the secrecy of such information, that such information is the sole property of the Corporation and that any retention and use of such information by the Grantee during the Grantee's employment with the Corporation (except in the course of performing the Grantee's duties and obligations to the Corporation) or after the termination of the Grantee's employment shall constitute a misappropriation of the Corporation's trade secrets.
(ii)Upon termination of the Grantee's employment with the Corporation, for any reason, the Grantee's failure to return to the Corporation, in good condition, all property of the Corporation, including without limitation, the originals and all copies of any materials which contain, reflect, summarize, describe, analyze or refer or relate to any items of information listed in Section 7(c)(i) of Article II of this Agreement.
(d)Discoveries and Inventions. Except as otherwise provided in Section 7(a)(i) of Article II, Detrimental Activity shall also include the failure or refusal of the Grantee to assign to the Corporation, its successors, assigns or nominees, all of the Grantee's rights to any discoveries, inventions and improvements, whether patentable or not, made, conceived or suggested, either solely or jointly with others, by the Grantee while in the Corporation's employ, whether in the course of the Grantee's employment with the use of the Corporation's time, material or facilities or that is in any way within or related to the existing or contemplated scope of the Corporation's business. Any discovery, invention or improvement relating to any subject matter with which the Corporation was concerned during the Grantee's employment and made, conceived or suggested by the Grantee, either solely or jointly with others, within one year following termination of the Grantee's employment under this Agreement or any successor agreements shall be irrebuttably presumed to have been so made, conceived or
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suggested in the course of such employment with the use of the Corporation's time, materials or facilities. Upon request by the Corporation with respect to any such discoveries, inventions or improvements, the Grantee will execute and deliver to the Corporation, at any time during or after the Grantee's employment, all appropriate documents for use in applying for, obtaining and maintaining such domestic and foreign patents as the Corporation may desire, and all proper assignments therefor, when so requested, at the expense of the Corporation, but without further or additional consideration.
(e)Work Made For Hire. Except as otherwise provided in Section 7(a)(i) of Article II, Detrimental Activity shall also include violation of the Corporation's rights in any or all work papers, reports, documentation, drawings, photographs, negatives, tapes and masters therefor, prototypes and other materials (hereinafter, "items"), including without limitation, any and all such items generated and maintained on any form of electronic media, generated by Grantee during the Grantee's employment with the Corporation. The Grantee acknowledges that, to the extent permitted by law, all such items shall be considered a "work made for hire" and that ownership of any and all copyrights in any and all such items shall belong to the Corporation. The item will recognize the Corporation as the copyright owner, will contain all proper copyright notices, e.g., "(creation date) [Corporation’s Name], All Rights Reserved," and will be in condition to be registered or otherwise placed in compliance with registration or other statutory requirements throughout the world.
(f)Termination for Cause. Except as otherwise provided in Section 8(a)(i) of Article II, Detrimental Activity shall also include activity that results in termination for Cause. For the purposes of this Section, "Cause" shall mean that, the Grantee shall have:
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(i)been convicted of a criminal violation involving fraud, embezzlement, theft or violation of federal antitrust statutes or federal securities laws in connection with his duties or in the course of his employment with the Corporation or any affiliate of the Corporation;
(ii)committed intentional wrongful damage to property of the Corporation or any affiliate of the Corporation; or
(iii)committed intentional wrongful disclosure of secret processes or confidential information of the Corporation or any affiliate of the Corporation;
and any such act shall have been demonstrably and materially harmful to the Corporation.
(g)Other Injurious Conduct. Detrimental Activity shall also include any action contributing to a restatement of the Corporation’s financials if this award of RSUs to the Grantee is favorably affected by such restatement as provided under Section 10D of the Exchange Act and any applicable rules or regulations that may be promulgated from time to time by the Securities and Exchange Commission or any national securities exchange or national securities association on which the Common Shares may be traded, and any other conduct or act determined to be injurious, detrimental or prejudicial to any significant interest of the Corporation or any subsidiary unless the Grantee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation.
(h)Reasonableness. The Grantee acknowledges that the Grantee's obligations under this Section 7 of Article II are reasonable in the context of the nature of the Corporation’s business and the competitive injuries likely to be sustained by the Corporation if the Grantee were to violate such obligations. The Grantee further acknowledges that this Agreement is made in consideration of, and is adequately supported by the agreement of the Corporation to perform its obligations under this
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Agreement and by other consideration, which the Grantee acknowledges constitutes good, valuable and sufficient consideration.
(i)Acknowledgement. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement (or otherwise) (i) limits Grantee’s right to any monetary award offered by a government-administered whistleblower award program for providing information directly to a government agency (including the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Sarbanes-Oxley Act of 2002) or (ii) prevents Grantee from providing, without prior notice to the Corporation, information (including documents) to governmental authorities or agencies regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities or agencies regarding possible legal violations (for purpose of clarification, Grantee is not prohibited from providing information (including documents) voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act). The Corporation nonetheless asserts and does not waive its attorney-client privilege over any information appropriately protected by privilege.
Article III

GENERAL PROVISIONS
1.Compliance with Law. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws.
2.Adjustments. The RSUs and the number of Common Shares issuable for each RSU and the other terms and conditions of the grant evidenced by this Agreement are subject to adjustment as provided in Section 12 of the Plan.
3.Continuous Employment. For purposes of this Agreement, the continuous employment of the Grantee with the Corporation or a Subsidiary shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of
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NAI-5001512286v4


the Corporation or a Subsidiary, by reason of the transfer of his employment among the Corporation and its Subsidiaries or a leave of absence approved by the Board.
4.No Employment Contract; Right to Terminate Employment; Clawback Policy. The grant of the RSUs to the Grantee is a voluntary, discretionary award being made on a one-time basis and it does not constitute a commitment to make any future awards. The grant of the RSUs and any payments made hereunder will not be considered salary or other compensation for purposes of any severance pay or similar allowance, except as otherwise required by law. Nothing in this Agreement will give the Grantee any right to continue employment with the Corporation or any Subsidiary, as the case may be, or interfere in any way with the right of the Corporation or a Subsidiary to terminate the employment of the Grantee at any time. Notwithstanding anything in this Agreement to the contrary, the Grantee acknowledges and agrees that this Agreement and the award described herein (and any settlement thereof) are subject to the terms and conditions of the Corporation’s clawback policy (if any) as may be in effect from time to time including specifically to implement Section 10D of the Exchange Act and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Common Shares may be traded) (the “Compensation Recovery Policy”), and that relevant sections of this Agreement shall be deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof.
5.Relation to Other Benefits. Any economic or other benefit to the Grantee under this Agreement or the Plan shall not be taken into account in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Corporation or a Subsidiary and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Corporation or a Subsidiary.
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6.Information. Information about the Grantee and the Grantee’s participation in the Plan may be collected, recorded and held, used and disclosed for any purpose related to the administration of the Plan. The Grantee understands that such processing of this information may need to be carried out by the Corporation and its Subsidiaries and by third party administrators whether such persons are located within the Grantee’s country or elsewhere, including the United States of America. The Grantee consents to the processing of information relating to the Grantee and the Grantee’s participation in the Plan in any one or more of the ways referred to above.
7.Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of the Grantee under this Agreement without the Grantee’s consent. Notwithstanding the foregoing, the limitation requiring the consent of a Grantee to certain amendments shall not apply to any amendment that is deemed necessary by the Corporation to ensure compliance with Section 409A of the Code or Section 10D of the Exchange Act.
8.Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.
9.Governing Law. This Agreement is made under, and shall be construed in accordance with, the internal substantive laws of the State of Ohio.
10.    Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Grantee. This Agreement and the Plan shall be administered in a manner consistent with this intent. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue
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Code of 1986, as amended, and will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
11.    Relation to Severance Agreement. Section 2(d) of Article II hereof shall supersede the provisions of any Severance Agreement between the Grantee and the Corporation, in effect at the Date of Grant, providing for earlier vesting of the RSUs granted hereby in the event of a Change in Control.
12.    Electronic Delivery. The Corporation may, in its sole discretion, deliver any documents related to the RSUs and the Grantee’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request the Grantee’s consent to participate in the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Corporation or another third party designated by the Corporation.
13.    Acknowledgement. The Grantee acknowledges that the Grantee (a) has received a copy of the Plan, (b) has had an opportunity to review the terms of this Agreement and the Plan, (c) understands the terms and conditions of this Agreement and the Plan and (d) agrees to such terms and conditions.
14.    Successors and Assigns. Without limiting Section 1 of Article II hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee, and the successors and assigns of the Corporation.
15.    Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement.

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[signature page follows]

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The undersigned Grantee hereby accepts the award granted pursuant to this Agreement on the terms and conditions set forth herein.
Dated:                                     
        [NAME]

Executed in the name of and on behalf of the Corporation at Mayfield Heights, Ohio as of this _____ day of [MONTH] [YEAR].
MATERION CORPORATION

By        
    [NAME]
    [TITLE]

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NAI-5001512286v4
EX-31.1 3 mtrn-ex311_2025q310q.htm EX-31.1 Document

Exhibit 31.1
CERTIFICATIONS
I, Jugal K. Vijayvargiya, certify that:
1) I have reviewed this quarterly report on Form 10-Q of Materion Corporation (the “registrant”);
2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
  b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Dated: October 30, 2025
   
/s/ Jugal K. Vijayvargiya
    Jugal K. Vijayvargiya
    President and Chief Executive Officer

EX-31.2 4 mtrn-ex312_2025q310q.htm EX-31.2 Document

Exhibit 31.2
CERTIFICATIONS
I, Shelly M. Chadwick, certify that:
1) I have reviewed this quarterly report on Form 10-Q of Materion Corporation (the “registrant”);
2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
  b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Dated: October 30, 2025
   
/s/ Shelly M. Chadwick
    Shelly M. Chadwick
    Vice President, Finance and Chief Financial Officer

EX-32 5 mtrn-ex32_2025q310q.htm EX-32 Document

Exhibit 32
Certification Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with the filing of the Quarterly Report on Form 10-Q of Materion Corporation (the “Company”) for the quarter ended September 26, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies that, to such officer’s knowledge:
 
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)), and
 
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

Dated: October 30, 2025
/s/ Jugal K. Vijayvargiya
Jugal K. Vijayvargiya
President and Chief Executive Officer
 
/s/ Shelly M. Chadwick
Shelly M. Chadwick
Vice President, Finance and Chief Financial Officer

EX-95 6 mtrn-ex95_2025q310q.htm EX-95 Document

Exhibit 95
Materion Corporation
Mine Safety Disclosure Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and
Consumer Protection Act for the Fiscal Quarter Ended September 26, 2025
Materion Natural Resources Inc., a wholly owned subsidiary, operates a beryllium mining complex in the State of Utah which is regulated by both the U.S. Mine Safety and Health Administration (“MSHA”) and state regulatory agencies. We endeavor to conduct our mining and other operations in compliance with all applicable federal, state and local laws and regulations. We present information below regarding certain mining safety and health citations which MSHA has levied with respect to our mining operations.
Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Section 1503(a)”) requires the Company to present certain information regarding mining safety in its periodic reports filed with the Securities and Exchange Commission.
The following table reflects citations, orders and notices issued to Materion Natural Resources Inc. by MSHA during the fiscal quarter ended September 26, 2025 (the “Reporting Period”) and contains certain additional information as required by Section 1503(a) and Item 104 of Regulation S-K, including information regarding mining-related fatalities, proposed assessments from MSHA and legal actions (“Legal Actions”) before the Federal Mine Safety and Health Review Commission, an independent adjudicative agency that provides administrative trial and appellate review of legal disputes arising under the Mine Act.
Included below is the information required by Section 1503(a) with respect to the beryllium mining complex (MSHA Identification Number 4200706) for the Reporting Period:
(A) Total number of alleged violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard under Section 104 of the Mine Act for which Materion Natural Resources Inc. received a citation from MSHA 6
(B) Total number of orders issued under Section 104(b) of the Mine Act 0
(C) Total number of citations and orders for alleged unwarrantable failure by Materion Natural Resources Inc. to comply with mandatory health or safety standards under Section 104(d) of the Mine Act 0
(D) Total number of alleged flagrant violations under Section 110(b)(2) of the Mine Act 0
(E) Total number of imminent danger orders issued under Section 107(a) of the Mine Act 0
(F) Total dollar value of proposed assessments from MSHA under the Mine Act $6,643
(G) Total number of mining-related fatalities 0
(H) Received notice from MSHA of a pattern of violations under Section 104(e) of the Mine Act No
(I) Received notice from MSHA of the potential to have a pattern of violations under Section 104(e) of the Mine Act No
(J) Total number of Legal Actions pending as of the last day of the Reporting Period 0
(K) Total number of Legal Actions instituted during the Reporting Period 0
(L) Total number of Legal Actions resolved during the Reporting Period 0