株探米国株
エドガーで原本を確認する
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Table of Contents
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 July 3, 2026
OR
☐  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _________
Commission file number: 001-43245
The Elmet Group Co.
(Exact name of registrant as specified in its charter)
Delaware
33-1881598
(State or other jurisdiction of
 incorporation or organization)
(I.R.S. Employer
 Identification No.)
280 Fore Street, Suite 301
Portland, Maine
04101
(Address of principal executive offices) (Zip Code)
(207) 518-6791
(Registrant’s telephone number, including area code)
2 Portland Fish Pier, Suite 214
Portland, Maine
(Former name, former address and former fiscal year, if changed since last report)
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, par value $0.001 per share
ELMT
The Nasdaq Stock Market LLC
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 ☒ 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 ☒ 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 ☐ 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 ☒
As of August 10, 2026, there were 30,459,498 shares of common stock outstanding.


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THE ELMET GROUP CO.
TABLE OF CONTENTS
Page
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FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (the “Report”) contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical fact contained in this Report, including, without limitation, statements regarding our future results of operations or financial condition, business strategy and plans, expansion plans and strategy, economic conditions, both generally and in particular in the regions in which we operate or plan to operate, and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “consider,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions.
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” and elsewhere in this Report, including, but not limited to, the following:
•our market opportunities and the potential growth of those markets;
•our strategy, expected outcomes, and growth prospects;
•trends in our operations, industry, and markets;
•our ability to execute our growth strategy and successfully acquire and integrate potential acquisition targets;
•our future profitability, indebtedness, liquidity, access to capital, and the terms of such capital, and financial condition;
•the amount of, and our ability to service, our current and future indebtedness;
•any inability to attract, train or retain employees with the requisite skills and experience;
•failure by us or our employees to obtain and maintain necessary security clearances or certifications;
•changes in U.S. government procurement, contract or other practices or the adoption by governments of new laws, rules, regulations and programs in a manner adverse to us;
•the termination or nonrenewal of our government contracts and subcontracts, particularly those contracts with the U.S. government and the Department of War (“DoW”);
•availability and volatility in the prices of raw materials and energy;
•our ability to remain in compliance with extensive laws and regulations that apply to our business and operations;
•the increased expenses associated with being a public company;
•changes in estimates used in recognizing revenue;
•internal system or service failures and security breaches, including cyber intrusions, ransom attacks or other information technology exposure;
•inherent uncertainties and potential adverse developments in legal proceedings, including litigation, audits, reviews and investigations, which may result in materially adverse judgments, settlements or other unfavorable outcomes;
•the ability to maintain the listing of our common stock on Nasdaq;
•the future trading prices of our common stock; and
•other risks, uncertainties and factors set forth in this Report, including those set forth under “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
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Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Report. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Report. And while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
The forward-looking statements made in this Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Report to reflect events or circumstances after the date of this Report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.
OTHER PERTINENT INFORMATION
Unless specifically set forth to the contrary, “Company,” “we,” “us,” “our” and similar terms refer to The Elmet Group Co. and its subsidiaries, unless the context indicates otherwise.
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PART I - FINANCIAL INFORMATION
ITEM 1 - Financial Statements
THE ELMET GROUP CO.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share data)
July 3,
2026
December 31,
2025
Assets
Current Assets:
Cash $ 66,122  $ 1,759 
Marketable securities 4,923  202 
Accounts receivable, net 34,483  28,904 
Government grant receivables 232  1,690 
Related party receivables 58  426 
Unbilled revenue 564  2,621 
Inventories, net 102,401  69,697 
Income tax receivable 3,766  — 
Prepaid expenses and other current assets 5,548  4,774 
Total current assets 218,097  110,073 
Property, plant and equipment, net 42,457  42,342 
Operating lease right-of-use assets 11,777  10,586 
Intangible assets, net 6,558  7,184 
Goodwill 4,527  4,583 
Deferred tax assets, net 88  — 
Other assets 724  878 
Total assets $ 284,228  $ 175,646 
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable $ 27,390  $ 16,165 
Accrued expenses and other current liabilities 17,417  13,659 
Related party payables 190  — 
Operating lease liabilities, current portion 956  875 
Current portion of long-term debt – related party —  2,319 
Current portion of long-term debt 2,370  7,755 
Deferred government grants 2,358  4,672 
Deferred revenue 21,416  14,853 
Total current liabilities 72,097  60,298 
Operating lease liabilities, net of current portion 11,407  10,247 
Long-term debt, net of current portion 8,108  28,455 
Long-term debt, net of current portion – related party —  15,000 
Deferred tax liabilities, net 4,075  — 
Other liabilities 998  1,189 
Total liabilities 96,685  115,189 
Commitments and Contingencies (Note 18)
Stockholders’ Equity:
Preferred Stock - $0.001 par value; 20,000,000 shares authorized as of July 3, 2026 and December 31, 2025. No shares issued and outstanding as of July 3, 2026 and December 31, 2025
—  — 
Class A Common Stock – $0.001 par value; 0 and 500,000,000 shares authorized as of July 3, 2026 and December 31, 2025, respectively; 0 and 20,122,721 shares issued and outstanding as of July 3, 2026 and December 31, 2025, respectively
—  20 
Class B Common Stock – $0.001 par value; 0 and 40,000,000 shares authorized as of July 3, 2026 and December 31, 2025, respectively; 0 and 466 shares issued and outstanding as of July 3, 2026 and December 31, 2025, respectively
—  — 
Common Stock - $0.001 par value; 540,000,000 and 0 shares authorized as of July 3, 2026 and December 31, 2025, respectively; 30,459,498 and 0 shares issued and outstanding as of July 3, 2026 and December 31, 2025, respectively
30  — 
Additional paid-in capital 147,058  15,366 
Retained earnings 40,507  44,791 
Accumulated other comprehensive (loss) income (52) 280 
Total stockholders’ equity 187,543  60,457 
Total liabilities and stockholders’ equity $ 284,228  $ 175,646 
The accompanying notes are integral to the unaudited consolidated financial statements.
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THE ELMET GROUP CO.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except share and per share data)

Three Months Ended Six Months Ended
July 3,
2026
June 30,
2025
July 3,
2026
June 30,
2025
Revenue $ 66,401  $ 49,130  $ 122,408  $ 95,517 
Cost of goods sold 49,791  38,983  93,950  76,759 
Gross profit 16,610  10,147  28,458  18,758 
Operating expenses:
General and administrative 17,780  4,016  24,848  7,275 
Research and development 4,321  1,009  5,171  1,820 
Sales and marketing 2,137  1,876  4,204  3,559 
Total operating expenses 24,238  6,901  34,223  12,654 
Operating (loss) income
(7,628) 3,246  (5,765) 6,104 
Other expense (income), net:
Interest expense 127  793  740  1,303 
Interest expense - related party 233  377  860  793 
Change in fair value of derivative asset 881  —  (2,214) — 
(Gain) loss on remeasurement of the fair value of marketable securities
(445) 23  (1,081) 23 
Other (income) expense, net (186) (77) (204) 2 
Total other expense (income), net
610  1,116  (1,899) 2,121 
(Loss) income from continuing operations before taxes
(8,238) 2,130  (3,866) 3,983 
Income tax (benefit) provision
(3,750) —  960  — 
(Loss) income from continuing operations (4,488) 2,130  (4,826) 3,983 
Loss from discontinued operations —  $ (890) $ —  $ (1,546)
Net (loss) income $ (4,488) $ 1,240  $ (4,826) $ 2,437 
Net (loss) income per share:
Basic $ (0.16) $ 0.06  $ (0.20) $ 0.12 
Diluted $ (0.16) $ 0.06  $ (0.20) $ 0.12 
Weighted average shares outstanding
Basic 28,414,861 20,123,187 24,223,725 20,123,187
Diluted 28,414,861 20,268,282 24,223,725 20,196,135
The accompanying notes are integral to the unaudited consolidated financial statements.
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THE ELMET GROUP CO.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(UNAUDITED)
(in thousands)

Three Months Ended Six Months Ended
July 3,
2026
June 30,
2025
July 3,
2026
June 30,
2025
Net (loss) income $ (4,488) $ 1,240  $ (4,826) $ 2,437 
Other comprehensive (loss) income:
Foreign currency translation adjustments (36) 302  (332) 421 
Total other comprehensive (loss) income (36) 302  (332) 421 
Comprehensive (loss) income $ (4,524) $ 1,542  $ (5,158) $ 2,858 

The accompanying notes are integral to the unaudited consolidated financial statements.
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THE ELMET GROUP CO.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)
(in thousands, except for share data)
Class A
 Common Stock
Class B
 Common Stock
Common Stock
Additional Paid-In
Capital
Retained
Earnings
Accumulated Other
Comprehensive
(Loss)
Income
Total Stockholders’
Equity
Shares Amount Shares Amount Shares Amount
Balance as of December 31, 2025 20,122,721 $ 20  466 $ —  —  —  $ 15,366  $ 44,791  $ 280  $ 60,457 
Net loss — —  — —  —  —  —  (338) —  (338)
Spinoff of subsidiary in connection with Reorganization — —  — —  —  —  —  542  —  542 
Stock-based compensation — —  — —  —  —  645  —  —  645 
Currency translation adjustment — —  — —  —  —  —  —  (296) (296)
Balance as of April 3, 2026 20,122,721 $ 20  466 $ —  —  $ —  $ 16,011  $ 44,995  $ (16) $ 61,010 
Net loss
— —  — —  —  —  —  (4,488) —  (4,488)
Stock-based compensation — —  — —  —  —  10,090  —  —  10,090 
Issuance of common stock upon vesting of restricted stock awards — —  — —  153,500  —  —  —  —  — 
Issuance of common stock upon vesting of stock appreciation rights, net of shares withheld for taxes — —  — —  326,135  —  (4,371) —  —  (4,371)
Proceeds from initial public offering, net of issuance costs and underwriter fees
— —  —  9,857,142  10  125,353  —  —  125,363 
Conversion of Class A Common Stock to Common Stock in connection with initial public offering
(20,122,721) (20) —  20,122,721  20  —  —  —  — 
Repurchase and cancellation of Class B Common Stock — —  (466) —  —  —  (25) —  —  (25)
Currency translation adjustment — —  — —  —  —  —  —  (36) (36)
Balance as of July 3, 2026 — $ —  — $ —  30,459,498  $ 30  $ 147,058  $ 40,507  $ (52) $ 187,543 

Class A
 Common Stock
Class B
 Common Stock
Common Stock
Additional Paid-In
Capital
Retained
Earnings
Accumulated Other
Comprehensive (Loss)
Income
Total Stockholders’
Equity
Shares Amount Shares Amount Shares Amount
Balance as of December 31, 2024 20,122,721 $ 20  466 $ —  —  $ —  $ 13,915  $ 47,774  $ (116) $ 61,593 
Income from continuing operations — —  — —  —  —  —  1,853  —  1,853 
Loss from discontinued operations — —  — —  —  —  —  (656) —  (656)
Stockholder distributions — —  — —  —  —  —  (1,550) —  (1,550)
Stockholder contribution – discontinued operations — —  — —  —  —  100  —  —  100 
Currency translation adjustment — —  — —  —  —  —  —  119  119 
Balance as of March 31, 2025 20,122,721 $ 20  466 $ —  —  $ —  $ 14,015  $ 47,421  $ 3  $ 61,459 
Income from continuing operations — —  — —  —  —  —  2,130  —  2,130 
Loss from discontinued operations — —  — —  —  —  —  (890) —  (890)
Stock-based compensation
— —  — —  —  —  383  —  —  383 
Stockholder distributions — —  —  —  —  —  (5,283) —  (5,283)
Currency translation adjustment — —  —  —  —  —  —  302  302 
Balance as of June 30, 2025 20,122,721 $ 20  466 $ —  —  $ —  $ 14,398  $ 43,378  $ 305  $ 58,101 
The accompanying notes are integral to the unaudited consolidated financial statements.
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THE ELMET GROUP CO.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Six Months Ended
July 3,
2026
June 30,
2025
Cash flows from operating activities:
Net (loss) income $ (4,826) $ 2,437 
Loss from discontinued operations —  (1,546)
(Loss) income from continuing operations (4,826) 3,983 
Adjustments to reconcile (loss) income from continuing operations to net cash (used in) provided by operating activities:
Deferred income taxes, net
3,987  — 
Change in fair value of derivative asset (2,214) — 
Depreciation and amortization 3,779  3,215 
Stock-based compensation 10,735  383 
Noncash operating lease expense 469  440 
Noncash interest expense 17  14 
Provision for excess and obsolete inventories 33  (1)
Change in fair value of interest rate collars (56) 51 
Unrealized (gain) loss on marketable securities (1,081) 23 
Change in operating assets and liabilities:
Accounts receivable (5,588) 7,607 
Unbilled revenue 2,057  (4,059)
Inventories (32,763) (10,780)
Related party receivables 291  — 
Income tax receivable (3,766) — 
Prepaid expenses and other current assets (2,378) (527)
Other assets 134  5 
Accounts payable 12,250  885 
Accrued expenses and other current liabilities 5,004  4,181 
Operating lease liabilities (418) (381)
Related party payables 190  — 
Deferred revenue 6,570  3,975 
Other liabilities 2  10 
Net cash (used in) provided by operating activities from continuing operations
(7,572) 9,024 
Net cash used in operating activities from discontinued operations —  (2,742)
Net cash (used in) provided by operating activities
(7,572) 6,282 
Cash flows from investing activities:
Purchase of shares upon exercise of call option (1,426) — 
Purchases of property, plant and equipment, net of grant proceeds (see Note 7 – Government Grants)
(3,141) (4,602)
Net cash used in investing activities from continuing operations (4,567) (4,602)
Net cash used in investing activities from discontinued operations —  (110)
Net cash used in investing activities (4,567) (4,712)
Cash flows from financing activities:
Proceeds from initial public offering, net of underwriting discount and offering costs 125,363  — 
Payments of principal on revolving credit facility (99,882) (326)
Proceeds from revolving credit facility 76,441  6,522 
Payments of principal on long-term debt (1,783) (4,231)
Payments of principal on long-term debt – related party (17,294) — 
Cash distributions paid to stockholders —  (6,833)
Payments of deferred consideration (73) — 
Payments of contingent consideration (49) — 
Employee taxes paid on shares withheld for tax-withholding purposes (4,371) — 
Payments of principal on revolving credit facility – related party
(1,771) (1,559)
Repurchase of Class B Common Stock
(25) — 
Payments of principal on finance leases (16) (25)
Net cash provided by (used in) financing activities from continuing operations
76,540  (6,452)
Net cash provided by financing activities from discontinued operations —  103 
Net cash provided by (used in) financing activities
76,540  (6,349)
Effects of exchange rate changes on cash (38) 42 
Net increase (decrease) in cash $ 64,363  $ (4,737)
Cash at beginning of period 1,759  6,532 
Cash at end of period $ 66,122  $ 1,795 
Reconciliation of cash at beginning of period:
Cash at beginning of period – continuing operations $ 1,759  $ 3,608 
Cash at beginning of period – discontinued operations —  2,924 
Cash at beginning of period $ 1,759  $ 6,532 
Reconciliation of cash at end of period:
Cash at end of period – continuing operations $ 66,122  $ 1,620 
Cash at end of period – discontinued operations —  175 
Cash at end of period $ 66,122  $ 1,795 
Supplemental non-cash investing and financing activities:
Purchases of property, plant and equipment included in accounts payable and accrued expenses $ 684  $ 280 
Contracted government grants not yet received
$ 1,273  $ — 
Right-of-use assets obtained in exchange for new operating lease liabilities 1,660  — 
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,674  $ 1,834 
Cash paid for income taxes
$ 700  $ — 
The accompanying notes are integral to the unaudited consolidated financial statements.
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THE ELMET GROUP CO.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BUSINESS AND ORGANIZATION
Description of the Business
The accompanying consolidated financial statements include the accounts of The Elmet Group Co. and its consolidated subsidiaries (collectively the “Company”). The Company operates the following business units:
The Company’s Critical Materials Components (“CMC”) division, which operates under the name Elmet Technologies, has manufacturing facilities in Lewiston, Maine, Euclid, Ohio and Coldwater, Michigan, was established in 1929 and is a United States owned and operated, fully integrated manufacturer of critical refractory materials specializing in tungsten, molybdenum, and specialized alloys such as heavy tungsten, titanium-zirconium-molybdenum, HCT (potassium doped) molybdenum and lanthanated molybdenum. The CMC division’s products are primarily used in high-temperature, high-stress industrial and technological applications such as satellites, missiles, hypersonic weapons, submarines, advanced missile and drone fragmentation, nuclear fission, nuclear fusion development, aircraft, medical imaging, advanced electronics, semiconductor equipment, heat treatment furnaces, vacuum processing, and glass manufacturing industries. The CMC division’s offerings also include specialized precision machining and fabrication services of its metals.
The Company’s Engineered Microwave Products (“EMP”) division, which operates under the name Microwave Techniques, has manufacturing facilities in Gorham, Maine, Nashua, New Hampshire, and Hamburg, Germany. The EMP division provides a mix of highly engineered radio frequency (“RF”) systems, components and engineering services. The EMP division’s products include a wide range of RF generators, waveguides and coaxial components, ultra-high vacuum components, and industrial microwave systems. The EMP division products are primarily used in missile tracking systems, directed energy systems, nuclear fusion development, aircraft, radar systems, medical imaging, semiconductor equipment, vacuum processing, synthetic diamond manufacturing and high temperature material and food processing industries. The EMP division also provides engineered components to multiple national, collegiate and international physics laboratories in support of high energy research.
Polymer Laboratories LLC (“Poly Labs”) was a consolidated subsidiary, majority-owned by the Company’s wholly-owned subsidiary, Anania & Associates, which operated a manufacturing facility in Lewiston, Maine and manufactured highly engineered and molded polyurethane, self-skinning polyurethane, and small precise-pour polyurethane. Anania & Associates divested its interest in Poly Labs to Anania & Associates’ individual stockholders on October 1, 2025 and is classified as discontinued operations within these consolidated financial statements. See Note 5 – Discontinued Operations for more details.
Reorganization
On January 2, 2026, the Company effected a reorganization (the “Reorganization”) whereby Anania & Associates and its noncontrolling interest holders contributed their ownership interests in Anania & Associates and its consolidated subsidiaries in exchange for shares of common stock in the Company. The Reorganization was a reorganization of entities under common control as Anania & Associates and the Company were controlled by the Company’s Chief Executive Officer (“CEO”) before and after the Reorganization. As a result, the Reorganization was accounted for in a manner similar to a pooling of interests with the assets and liabilities of Anania & Associates and its consolidated subsidiaries being carried over at their historical amounts. The historical consolidated financial statements of Anania & Associates were retrospectively recast to reflect the results as if the Company owned Anania & Associates and its consolidated subsidiaries as of January 1, 2025, including the capitalization of the Company as if the Reorganization occurred as of such date. In connection with the Reorganization, Anania & Associates Investment Company LLC, an immaterial subsidiary of Anania & Associates, was no longer controlled by the Company and was deconsolidated on January 2, 2026. The deconsolidation was recognized as a spinoff and the impact of $0.5 million was recognized within equity. In connection with the Reorganization, the Company’s tax status changed from an S-corporation to a C-corporation.
Initial Public Offering
On April 23, 2026, the Company completed its initial public offering (“IPO”) of an aggregate of 9,857,142 shares of its common stock at a public offering price of $14.00 per share, which includes 1,285,714 sold by the Company pursuant to the exercise of the underwriters’ over-allotment option that was exercised in full. The IPO resulted in net proceeds to the Company of $128.2 million after deducting the underwriting discounts and commissions and before deducting offering
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costs of $2.8 million, which were charged to additional paid-in capital as a reduction of the net proceeds received from the IPO. In connection with the IPO, the Company also granted the representative of the underwriters, a warrant to purchase up to 147,857 shares of the Company’s common stock (the “Underwriter’s Warrant”) that has an exercise price equal to 125% of the public offering price of $14.00 per share, or $17.50 per share. The Underwriter’s Warrant is not exercisable for a period of 180 days following the IPO date and expires four years from the date of issuance, or April 24, 2030. In connection with the IPO, the Company redeemed all issued and outstanding shares of Class B common stock for less than $0.1 million and consolidated its two classes of common stock, Class A and Class B, into a single class of $0.001 par value common stock.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. The Company’s consolidated financial statements include the accounts of the Company and all entities that are wholly-owned by the Company. All significant intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements are presented in United States dollars, which represent the Company’s reporting currency. Unless otherwise noted, dollars are in thousands.
The accompanying consolidated balance sheet as of July 3, 2026, the consolidated statements of operations, the consolidated statements of comprehensive (loss) income and the consolidated statements of changes in stockholders’ equity for the three and six months ended July 3, 2026 and June 30, 2025, and the consolidated statements of cash flows for the six months ended July 3, 2026 and June 30, 2025 are unaudited. The consolidated balance sheet as of December 31, 2025 included herein is unaudited as it was derived from the audited consolidated balance sheet of Anania & Associates and subsidiaries (a/k/a The Elmet Group Co.) and as of December 31, 2025 due to the impact of the Reorganization.
The unaudited interim consolidated financial statements have been prepared on a basis consistent with the Anania & Associates and subsidiaries (a/k/a The Elmet Group Co.), except with respect to equity structure and taxes, audited annual consolidated financial statements as of and for the year ended December 31, 2025, and, in the opinion of management, the unaudited interim consolidated financial statements reflect all adjustments, consisting solely of normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of July 3, 2026, the results of operations for the three and six months ended July 3, 2026 and June 30, 2025, comprehensive (loss) income for the three and six months ended July 3, 2026 and June 30, 2025, cash flows for the six months ended July 3, 2026 and June 30, 2025, and changes in stockholders’ equity for the three and six months ended July 3, 2026 and June 30, 2025. The financial data and other information disclosed in these notes related to the three and six months ended July 3, 2026 and June 30, 2025 are also unaudited. The results for the three and six months ended July 3, 2026 are not necessarily indicative of results to be expected for the year ending January 1, 2027 or any other period. The accounting policies followed for the unaudited interim consolidated financial statements are consistent with the annual consolidated financial statements.
These unaudited consolidated financial statements should be read in conjunction with the Anania & Associates and subsidiaries (a/k/a The Elmet Group Co.) audited consolidated financial statements and the notes thereto for the year ended December 31, 2025, which are included in the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (“SEC”), as amended and supplemented, and declared effective on April 22, 2026.
Change in Fiscal Calendar
Beginning in fiscal 2026, the Company changed its fiscal calendar to adopt a 4-4-5 fiscal calendar, whereby each fiscal quarter consists of thirteen weeks grouped into two four-week months and one five-week month. This change was implemented to better align the Company’s accounting operations with quarterly public reporting requirements and to improve comparability of financial performance. Under the new fiscal calendar, the Company’s fiscal year ends on the Friday closest to December 31st. The Company’s last fiscal year-end under the prior calendar-year convention was December 31, 2025, and fiscal periods beginning January 1, 2026 are reported under the new 4-4-5 fiscal calendar. As a result of this change, the Company’s second fiscal quarter, and the three and six month periods presented in these unaudited consolidated financial statements ended July 3, 2026, include an additional number of days compared to the prior-year periods ended June 30, 2025. Accordingly, results for these periods may not be fully comparable to those of the prior year periods primarily due to the change in the number of days included in the periods. Subsidiaries that have a fiscal year-end different from that of the Company are consolidated using financial statements for periods that are within three months of the Company’s fiscal year-end, with adjustments for material transactions, if any.
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Foreign Currency Translation
The financial statements of the Company’s foreign subsidiaries, where the local currency is the functional currency, are translated using exchange rates in effect at the end of the year for assets and liabilities and average exchange rates during the year for results of operations. The resulting foreign currency translation adjustment is included in stockholders’ equity as accumulated other comprehensive (loss) income.
Foreign currency gains and losses resulting from transactions denominated in foreign currencies are reflected in general and administrative expense in the accompanying consolidated statements of operations. For the three and six months ended July 3, 2026 and June 30, 2025, foreign currency gains and losses were immaterial.
Accounting Estimates
The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company evaluates its estimates. Significant items subject to estimates and assumptions include those related to over-time revenue recognition, the valuation of stock-based compensation, the valuation of inventory and related reserves, and the assessment of recoverability of goodwill.
Some of these estimates can be subjective and complex and, consequently, actual results may differ from these estimates under different assumptions or conditions. While for any given estimate or assumption made by the Company’s management there may be other estimates or assumptions that are reasonable, the Company believes that, given the current facts and circumstances present as of the date of these consolidated financial statements, it is unlikely that applying any such other reasonable estimate or assumption would materially impact the consolidated financial statements herein.
Cash
Cash represents cash held in banks, which are stated at cost, which approximate fair value. The Company may have bank balances in excess of federally insured amounts; however, the Company deposits its cash with high credit-quality institutions to minimize credit risk exposure. As of July 3, 2026 and December 31, 2025, included within cash was approximately $0.2 million and $0.5 million, respectively, of cash held at a bank in Germany. The Company does not have any cash equivalents as of July 3, 2026 and December 31, 2025.
Marketable Securities
Marketable securities are comprised of investments in equity securities. The Company records its marketable securities at fair value based on the quoted market prices of the securities. Gains and losses resulting from the change in fair value of marketable securities are included in (gain) loss on remeasurement of fair value of marketable securities, net in the consolidated statements of operations.
Accounts Receivable, net
Accounts receivable, net consists of amounts owed by commercial companies and government agencies. Accounts receivable is stated net of the allowance for credit losses.
Accounts receivable is carried at historical cost, less any write-offs and the allowance for credit losses. The Company records an allowance for credit losses for those accounts receivable balances considered to be uncollectible based upon management’s assessment of collectability, which considers historical write-off experience and any specific risks identified in customer collection matters. Bad debts are written off against the allowance. Additions to the allowance for credit losses are charged to bad debt expense within general and administrative expense in the accompanying consolidated statements of operations.
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The following table summarizes the activity related to the Company’s allowance for credit losses during the six months ended July 3, 2026 and June 30, 2025 (in thousands):
Three Months
Ended
July 3,
2026
Three Months
Ended
June 30,
2025
Six Months
Ended
July 3,
2026
Six Months
Ended
June 30,
2025
Beginning balance $ 265  $ 237  $ 263  242 
Write-offs of receivables —  —  —  — 
Increase in allowance for credit losses 40  58  42  53 
Ending balance $ 305  $ 295  $ 305  295 
The Company does not typically require collateral from its customers; however, certain customer contracts require milestone payments or prepayments. Although concentrations of credit risk exist with respect to certain customers, management believes this risk is mitigated through ongoing collection activity and credit evaluations performed on new and existing customers. Accounts receivable generally have contractual terms of 30 to 90 days and do not bear interest.
Concentrations of Credit Risk
Credit risk is the risk of loss from amounts owed by customers and financial counterparties. Credit risk can occur at multiple levels; as a result of broad economic conditions, challenges within specific sectors of the economy, or from issues affecting individual companies. Financial instruments that potentially subject the Company to credit risk consist of cash, accounts receivable and unbilled revenue.
The Company performs ongoing credit evaluations of its customers and maintains an allowance for credit losses. Unbilled revenue includes amounts due from customers for performance obligations that have been satisfied but for which amounts have not been billed. The Company has historically not experienced any significant losses related to the collection of its accounts receivable or unbilled revenue.
As of July 3, 2026, one customer accounted for more than 10% of the Company’s accounts receivable, net balance, representing approximately 18% of the Company’s total balance. As of December 31, 2025, one customer accounted for more than 10% of the Company’s accounts receivable, net balance, representing approximately 15% of the Company’s total balance. For the three and six months ended July 3, 2026, there was one customer that accounted for approximately 11% of the Company’s total revenue for the period. For the three months ended June 30, 2025, there were no customers that accounted for more than 10% of the Company's total revenue. For the six months ended June 30, 2025, there was one customer who accounted for approximately 10% of the Company’s total revenue for the period.
Concentrations of Significant Vendors
The Company believes that potential exposure related to concentrations of risk with significant vendors is mitigated, as management considers alternative sources of supply to be readily available. For the three and six months ended July 3, 2026, two vendors accounted for more than 10% of the Company’s total expenditures, and accounts payable to these vendors represented approximately 36% and 22% of the Company’s total accounts payable as of July 3, 2026. For three and the six months ended June 30, 2025, one vendor accounted for more than 10% of the Company’s total expenditures. As of December 31, 2025, accounts payable to this one vendor represented approximately 22% of the Company’s total accounts payable.
Inventories, net
Inventories include material, direct labor and related manufacturing overhead, and are stated at the lower of cost, determined on a first-in, first-out basis and average cost, or net realizable value determined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The Company records inventory when it takes delivery and title to the product according to the terms of each supply contract.
The Company adjusts inventory carrying value for the estimated difference between the cost of inventory and the estimated net realizable value based upon assumptions about future demand and selling price. The Company also analyzes its inventory levels on each reporting date for excess and obsolete inventory. The Company’s analysis requires judgment and is based on factors including, but not limited to, recent historical activity, anticipated or forecasted demand for its products, competitiveness of product offerings, and market conditions. In doing so, the Company compares on-hand balances to
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anticipated usage using recent historical activity as well as judgments and estimates about anticipated or forecasted demand. If estimates of customer demand diminish further or market conditions become less favorable than those projected by the Company, additional inventory adjustments may be required, subject to judgment and estimation. At the point of a loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established basis.
As of July 3, 2026 and December 31, 2025, inventory, net of reserves, consisted of the following (in thousands):
July 3,
2026
December 31,
2025
Finished goods $ 45,383  $ 30,946 
Work-in-progress 28,761  27,919 
Raw materials 28,257  10,832 
Inventory, net $ 102,401  $ 69,697 
As of July 3, 2026 and December 31, 2025, the Company had inventory reserves of approximately $6.1 million and $6.2 million, respectively, based on the evaluation of its ending inventory on hand for excess quantities and obsolescence.
Property, Plant and Equipment, net
Property, plant and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method. Repairs and maintenance costs are expensed as incurred, whereas major improvements are capitalized as additions to property and equipment.
The Company accounts for depreciation and amortization using the straight-line method to allocate the cost of property, plant and equipment over their estimated useful lives as follows:
Estimated Useful Life (in Years)
Buildings 25
Building improvements
3 – 12
Machinery and equipment
3 – 7
Furniture, fixtures and vehicles
3 – 5
Leasehold improvements Shorter of the estimated useful life or the remaining lease term
The Company reviews the estimated useful lives of its property, plant and equipment at the end of each reporting period, or whenever events or changes in circumstances indicate a review is warranted.
Government Grants
The Company has entered into multiple subcontract agreements with multiple contract administrators engaged by the U.S. Government, to perform prototype development, manufacturing process enhancements, and capital equipment build-outs in support of Department of War programs. Under the terms of these agreements, the Company is reimbursed for qualifying costs incurred, including equipment, labor, materials, and manufacturing expenses, plus a nominal contractual profit margin. The Company accounts for these agreements as government grants.
Government grants are not recognized until there is reasonable assurance that the Company will comply with the conditions of the grant and the Company will receive the grant. Generally, government grants fall into two categories: grants related to assets and grants related to income.
Grants related to assets are government grants for the purchase of long-lived assets. The Company accounts for grants related to assets by reducing the carrying amount of the asset by the amount of the grant. The Company recognizes the grant in profit or loss over the life of the depreciable asset as a reduction to depreciation expense.
Grants related to income are any grants that are not considered grants related to assets. Grants related to income are recognized in profit or loss within revenue upon meeting the recognition criteria, as the Company’s operations continuously support such grant programs.
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Business Combinations
The purchase price for each acquisition is allocated to the assets acquired and liabilities assumed primarily based on their estimated fair values at the date of acquisition. The excess of (i) the total consideration transferred over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the consideration transferred is less than the fair value of the net assets of the acquiree, the difference is recognized directly in the consolidated statements of operations as a bargain purchase gain. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed. The consolidated financial statements include the results of operations of an acquired business after the completion of the acquisition.
Goodwill
Goodwill represents the excess of the purchase price of an acquired entity over the amounts assigned to assets and liabilities assumed, in a business combination. The Company’s goodwill is assigned entirely to one reporting unit: the Company’s EMP operating segment.
Goodwill is not amortized and must be tested for impairment at least annually, or more frequently if events or circumstances indicate that it may be impaired. Goodwill is tested for impairment annually on the first day of the fourth quarter of our fiscal year at the reporting unit level. The Company performs a qualitative assessment to determine whether further impairment testing is necessary. Factors considered include macroeconomic, industry and market conditions, cost factors that would have a negative effect on earnings and cash flows, legal and regulatory environment, historical financial performance and significant changes in the Company’s operations or brand. If the qualitative assessment indicates that it is more likely than not that an impairment exists, then a quantitative assessment is performed. In the quantitative assessment for goodwill, an assessment is performed to determine the fair value of the reporting unit. If the carrying value of the reporting unit exceeds the estimated fair value, an impairment charge is recognized in an amount equal to that excess.
As quoted market prices are not available for the Company’s reporting unit, the fair value of the reporting unit is determined using a discounted cash flow model (income approach). This method uses various assumptions that are specific to a reporting unit in order to determine fair value. While the Company believes that estimates of future cash flows are reasonable, changes in assumptions could significantly affect valuations and result in impairments in the future. The most significant assumption involved in the Company’s determination of fair value is the cash flow projections of the reporting unit. If the estimates of future cash flows for the reporting unit may be insufficient to support the carrying value of the reporting unit, the Company will reassess its conclusions related to fair value and the recoverability of goodwill.
The Company did not record any impairment of goodwill during the three and six months ended July 3, 2026 and June 30, 2025.
Intangible Assets
Intangible assets acquired in a business combination are recognized separately from goodwill and are initially recognized at their fair value at the acquisition date. The Company determines the useful lives of identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors considered when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, the Company’s long-term strategy for using the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have finite lives are amortized.
Intangible assets consist primarily of patents, customer relationships, and trademarks, all of which are finite lived assets, see Note 9 – Goodwill and Intangible Assets for further information surrounding the useful lives of identified intangible assets.
Impairment of Long-Lived Assets
Long-lived assets consist primarily of property, plant and equipment, right-of-use assets and finite-lived intangible assets. The Company reviews the carrying amount of a long-lived asset or asset group when there is an indication of impairment. Impairment indicators include a significant decrease in the market price, a significant adverse change in the manner in which an asset or asset group is being used, a significant adverse change in legal factors or in the business climate, an accumulation of costs in excess of the amount originally expected for the acquisition or development of an asset or asset group, a current period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of an asset or asset group, and/or a current
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expectation that, more likely than not, an asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.
If indicators are present, the Company will perform a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to the asset or asset group in question to the carrying amounts. If the undiscounted cash flows used in the test for recoverability are less than the asset or asset group’s carrying amount, the Company will determine the fair value of the asset or asset group and recognize an impairment loss if the carrying amount exceeds its fair value. No impairment charges related to long-lived assets were recorded for the three and six months ended July 3, 2026 and June 30, 2025.
Debt Issuance Costs
The Company’s debt issuance costs include expenditures necessary to obtain debt financing. Debt issuance costs include legal and other loan costs incurred by the Company for its financing agreements. Debt issuance costs related to the Company’s debt are recorded as an offset to the related liability and amortized over the term of the applicable financing instruments over a straight-line basis, which approximates the effective interest method, over the estimated term of the debt. As of July 3, 2026 and December 31, 2025, the unamortized debt issuance costs were approximately $0.1 million, which were included within long-term debt, net of current portion on the Company’s consolidated balance sheets.
Deferred Offering Costs
Deferred offering costs represent legal, accounting and other costs directly attributable to the IPO. Deferred offering costs are included in prepaid expenses and other current assets on the Company’s consolidated balance sheets and were deferred until the completion of the IPO, at which time they were reclassified to additional paid-in capital as a reduction of the initial public offering proceeds. In April 2026, approximately $1.1 million of deferred offering costs were reclassified to additional paid-in capital, included within proceeds from the initial public offering, net of issuance costs and underwriter fees in the consolidated statement of changes in stockholders’ equity for the three months ended July 3, 2026. As of July 3, 2026 and December 31, 2025, approximately $0.0 million and $0.9 million, respectively, of deferred offering costs were capitalized.
Leases
The Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset for a period of time in exchange for consideration. The Company has control of the asset if it has the right to direct the use of the asset and obtains substantially all of the economic benefits from the use of the asset throughout the period of use. As a practical expedient, the Company does not recognize a right-of-use (“ROU”) asset or lease obligation for leases with a lease term of 12 months or less.
ROU assets represent the Company’s right to use the underlying leased assets over the lease term, while lease liabilities represent the Company’s obligation to make lease payments under the lease arrangements. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments. Corresponding ROU assets are initially measured at the amount of the lease liability, adjusted for any lease payments made at or before lease commencement, less any lease incentives received and plus any initial direct costs incurred.
The Company classifies a lease as a finance lease when it meets any of the following criteria at the lease commencement date: (1) the lease transfers ownership of the underlying asset to the Company by the end of the lease term; (2) the lease grants the Company an option to purchase the underlying asset that the Company is reasonably certain to exercise; (3) the lease term is for the major part of the remaining economic life of the underlying asset (the Company considers a major part to be 75% or more of the remaining economic life of the underlying asset); (4) the present value of the sum of the lease payments and any residual value guaranteed by the Company equals or exceeds substantially all of the fair value of the underlying asset (the Company considers substantially all the fair value to be 90% or more of the fair value of the underlying asset amount); or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. When none of the criteria above are met, the Company classifies the lease as an operating lease.
As the implicit rate in the Company’s lease arrangements is generally not readily determinable, the Company uses its incremental borrowing rate at the lease commencement date to calculate the present value of lease payments. For any operating or finance leases, where the lease’s implicit rates were not readily available, the Company determined the incremental borrowing rate, which is based on the United States treasury rate that aligns with the applicable lease term plus a credit spread associated with the Company’s credit rating.
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The lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise any such options. Lease contracts may include lease components and non-lease components. The Company has elected the practical expedient to combine lease and non-lease components. Lease payments can also include fixed payments, variable payments that depend on an index or rate known at the commencement date, and extension option payments or purchase options which the Company is reasonably certain to exercise.
Operating lease costs are recognized on a straight-line basis over the lease term as general and administrative expense within consolidated statements of operations. Finance lease ROU assets are amortized on a straight-line basis over the shorter of the lease term or the estimated useful life of the underlying asset and are included in general and administrative expense within the consolidated statements of operations, with the exception of interest expense related to finance leases, which is recognized using the effective interest method over the lease term, and is included in interest expense within the consolidated statements of operations.
Operating leases are included in operating lease right-of-use assets, operating lease liabilities, current portion, and operating lease liabilities, net of current portion in the Company’s consolidated balance sheets. Finance leases are not material and are included in other assets, accrued expense and other current liabilities, and other liabilities in the Company’s consolidated balance sheets.
Revenue Recognition
The Company typically generates revenue from contracts with customers related to manufactured products, as described in Note 1 – Business and Organization. Revenue is recognized when control of the goods and services provided is transferred to the Company’s customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods and services. The Company applies the following five-step framework:
Step 1: Identify the contract(s) with a customer:
A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the products to be transferred and identifies the payment terms related to those products, (ii) the contract has commercial substance and (iii) the Company determines that collection of substantially all consideration for products that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company’s contracts are typically in the form of a purchase order and/or a statement of work. For certain large customers, the Company may also enter into master service agreements that define general terms but are not customer commitments to purchase until coupled with a purchase order and/or statement of work. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or published credit and financial information pertaining to the customer.
Step 2: Identify the performance obligations in the contract:
Performance obligations promised in a contract are identified based on the products and services that will be transferred. A product or service is distinct if both a) the customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from the Company, and b) is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised products or services, the Company must apply judgment to determine whether the products or services meet the criteria to be distinct.
If these criteria are not met the promised products or services are accounted for as a combined performance obligation. Substantially all of the Company’s revenue is derived from the sale of manufactured products. The Company’s revenue contracts typically include one performance obligation: the delivery of a manufactured product.
The Company provides an assurance-based warranty on certain products that is not accounted for as a separate performance obligation. Warranty expense was not material for the three and six months ended July 3, 2026 and June 30, 2025.
Step 3: Determine the transaction price:
The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products to the customer. The Company’s contracts are fixed-fee arrangements, agreed to at contract inception. The Company’s contracts may include variable consideration related to early pay discounts, sales returns or certain development-related contracts, which result in pricing based on actual hours incurred. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the
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transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Variable consideration in the Company’s revenue contracts was not material during the three and six months ended July 3, 2026 and June 30, 2025.
In most instances, payments are due net 30 to 90 days from the customer’s receipt of the invoice. This payment schedule aligns with standard commercial payment terms and does not significantly advance or delay payment in a way that would provide either party a significant financing benefit. Payments are neither explicitly nor implicitly structured to function as financing for the goods or services supplied under the contract. Based on these factors, there is no significant financing component in the Company’s contracts.
The Company has elected to record taxes collected from customers on a net basis and as a result sales taxes are excluded from the transaction price and therefore are not included in revenue or costs of revenue.
The Company has elected to account for shipping and handling activities as a fulfillment cost and includes any fees received for shipping and handling as part of the transaction price and recognizes revenue when the related performance obligation is satisfied.
Step 4: Allocate the transaction price to the performance obligations in the contract:
The Company allocates the transaction price to each performance obligation based on its relative standalone selling price (“SSP”), which represents the price the Company would charge to sell the promised good or service separately to a customer. The Company’s contracts typically include one performance obligation, and the allocation of transaction price is not necessary.
Step 5: Recognize revenue when (or as) the Company satisfies a performance obligation:
The Company satisfies performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised product or service to a customer.
Revenue is recognized over time as work progresses when the Company is entitled to the reimbursement of costs plus a reasonable profit for work performed for which the Company has no alternative use. For these performance obligations that are satisfied over time, the Company generally recognizes revenue using an input method with revenue amounts being recognized proportionately as costs are incurred relative to the total expected costs to satisfy the performance obligation. The Company believes that costs incurred as a portion of total estimated costs is an appropriate measure of progress towards satisfaction of the performance obligation since this measure reasonably depicts the progress of the work effort.
Revenue for performance obligations that are not recognized over time are recognized at the point in time when control transfers to the customer. For performance obligations that are satisfied at a point in time, the Company evaluates the point in time when the customer can direct the use of, and obtain the benefits from, the products and services.
Contract Assets and Contract Liabilities
The Company’s contract assets and liabilities primarily relate to the timing differences between cash received from a customer in connection with contractual rights to invoicing and the timing of revenue recognition following completion of performance obligations. The Company’s accounts receivable balance is made up entirely of customer contract-related balances. Contract assets and contract liabilities are included in unbilled revenue and deferred revenue, respectively, on the consolidated balance sheets.
The Company is required to capitalize certain costs to obtain customer contracts and costs to fulfill customer contracts. These costs consist primarily of sales commissions. Such costs are required to be amortized to expense on a systemic basis that is consistent with the transfer to the customer of the goods or services to which the asset relates. As a practical expedient, the Company recognizes any incremental costs to obtain a contract as an expense when incurred if the amortization period of the asset is one year or less. During the three and six months ended July 3, 2026 and June 30, 2025, the Company did not capitalize any contract costs.
Shipping and Handling Costs
Amounts billed to customers related to shipping and handling are classified as revenue, and the Company’s shipping and handling costs are included in cost of goods sold within the consolidated statements of operations.
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Cost of Goods Sold
Cost of goods sold includes the cost of materials, direct labor, and manufacturing overhead costs used in the manufacture of products sold to customers. Cost of goods sold also consists of personnel, facility costs associated with operating our laboratory testing on behalf of the customers, costs related to maintenance, servicing equipment, training customers at customer sites, freight, other direct costs, and overhead.
Research and Development Costs
Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including activities associated with performing services under research revenue arrangements, costs associated with the manufacture of developing products and include salaries and benefits, research related facility and overhead costs, laboratory supplies, and contract services. For the three months ended July 3, 2026 and June 30, 2025, the Company expensed approximately $4.3 million (of which $3.6 million was associated with stock compensation in connection with the IPO) and $1.0 million, respectively. For the six months ended July 3, 2026 and June 30, 2025, the Company expensed approximately $5.2 million (of which $3.6 million was associated with stock compensation in connection with the IPO) and $1.8 million, respectively.
Advertising Expense
The costs of advertising, marketing, and media are expensed as incurred. For both the three months ended July 3, 2026 and June 30, 2025, the Company expensed approximately $0.1 million, and for both the six months ended July 3, 2026 and June 30, 2025, the Company expensed approximately $0.2 million, which were included in sales and marketing expense in the consolidated statements of operations.
Derivative Instruments
Interest Rate Collars
The Company uses derivative instruments to manage its interest rate risk related to variable rate debt facilities. The Company’s derivative instruments are recorded at fair value. The accounting for changes in fair value of derivatives depends upon whether or not the Company has elected to designate the derivative in a hedging relationship, and the derivative qualifies for hedge accounting. Under hedge accounting, changes in fair value for derivatives are recorded through accumulated other comprehensive income (loss). When hedge accounting is not elected, changes in fair value for derivatives are recorded through the consolidated statements of operations.
The Company has two interest rate collars that have not been designated for hedge accounting. The interest rate collars have an original notional value of principal of approximately $10.0 million as of July 3, 2026 and December 31, 2025. The interest rate collars mature on October 30, 2026 and August 1, 2028, respectively. The collective fair value of the Company’s interest rate collars as of July 3, 2026 and December 31, 2025 was less than $0.1 million and approximately $0.1 million, respectively, which were included in other liabilities on the consolidated balance sheets. Changes in the fair value of derivatives totaled less than $0.1 million for the three and six months ended July 3, 2026 and June 30, 2025 and have been recorded in other (income) expense, net in the consolidated statements of operations.
Derivative Assets
In connection with a long-term supply agreement entered into during 2024, the Company was granted options to purchase 20,000,000 shares of common stock in a publicly traded company at an exercise price of $0.10 per share. The options expired on November 22, 2026. The Company accounted for the options as a derivative asset at fair value with changes recognized in earnings, within changes in fair value of the derivative asset in the consolidated statements of operations.
During the three and six months ended July 3, 2026, the Company fully exercised the option to purchase the 20,000,000 shares, paying a cash exercise price of $1.4 million for the 20,000,000 shares. Immediately prior to the exercise date, the derivative asset was remeasured to its intrinsic value of $2.2 million, resulting in a loss of $0.9 million, included within change in fair value of derivative asset in the consolidated statement of operations for the three and six months ended July 3, 2026. The intrinsic value of $2.2 million as of the exercise date, plus the cash paid upon exercise, was reclassified to marketable securities.

The shares are subsequently accounted for as an equity security under ASC 321, Investments — Equity Securities, at fair value with changes recognized in earnings. From the exercise date through July 3, 2026, the Company recognized an
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additional $0.5 million unrealized gain to adjust the shares to fair value, resulting in a net loss recognized in for the three months ended July 3, 2026. The total loss recognized within the three and six months ended July 3, 2026 was $0.4 million and $1.1 million, respectively, which has been recognized within (gain) loss on remeasurement of the fair value of marketable securities in the consolidated statements of operations. The change in fair value of marketable securities during the three and six months ended June 30, 2025 was immaterial. As of July 3, 2026, the 20,000,000 shares, together with the gain on the Company's pre-existing holding in the same company, were included within marketable securities in the consolidated balance sheet at a combined fair value of $4.9 million. As of December 31, 2025, the value of these options were immaterial.

Fair Value Measurement
Financial instruments measured and reported at fair value are classified and disclosed in one of the following levels within the fair value hierarchy:
Level 1 — quoted prices are available in active markets for identical financial instruments as of the measurement date. The Company does not adjust the quoted price for these financial instruments.
Level 2 — quoted prices are available in markets that are not active or model inputs are based on inputs that are either directly or indirectly observable as of the measurement date.
Level 3 — pricing inputs are unobservable and include instances where there is minimal, if any, market activity for the financial instrument. These inputs require significant judgment or estimation by management or third parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these financial instruments existed.
Under normal market conditions, the fair value of a financial instrument is the amount that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). Additionally, there is a hierarchical framework that prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is impacted by a number of factors, including the type of financial instrument and the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
For certain financial instruments, including accounts receivable, unbilled receivables, accounts payable, accrued expenses, deferred consideration, deferred revenue, deferred government grants, current portion of long-term debt, and other current liabilities, the carrying amounts approximate their fair values as of July 3, 2026 and December 31, 2025. These assessments reflect the short-term nature of the instruments and market conditions as of the reporting date.
The Company’s equity marketable securities are classified as a Level 1 fair value measurement, as its valuation is based on quoted prices in active markets for identical instruments.
The fair value of the Company’s interest rate collars is determined by using widely accepted valuation techniques based on their maturity and observable market-based inputs, including interest rate curves. This measurement is considered a Level 2 measurement.
The fair value of the Company’s derivative asset was recorded at fair value and was remeasured at each reporting date, using the Black Scholes Option Pricing Model based on (i) the contractual terms of the options, including exercise price and expected term, and (ii) other observable inputs, including the fair value of the underlying publicly traded common stock, the risk-free interest rate, volatility based on the historical stock price of the publicly traded common stock, and expected dividends. The measurement was considered a Level 2 measurement.
Contingent consideration related to acquisitions is recorded at fair value as a liability on the acquisition date and is remeasured at each reporting date, based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions management believes would be made by a market participant. Management assesses these estimates on an ongoing basis as additional data impacting the assumptions becomes available. Changes in the fair value of contingent consideration related to updated assumptions and estimates are recognized within other (income) expense, net in the consolidated statements of operations.
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Fair value of the Company’s long-term debt is based on quoted market prices or on rates available for debt with similar terms and maturities. Based upon interest rates currently available to the Company, the carrying value of the Company’s long-term debt approximates fair value.
Certain assets and liabilities are recognized or disclosed at fair value on a non-recurring basis, such as property, plant, and equipment, ROU assets, goodwill, and intangible assets. These assets are required to be assessed for impairment when events or circumstances indicated that the carrying value may not be recoverable, and at least annually for goodwill and identified-lived intangible assets. If an impairment charge is required, the asset is adjusted to fair value using Level 3 inputs.
The following table summarizes the classification between the three levels of the fair value hierarchy of the Company’s financial instruments measured/disclosed at fair value on a recurring basis as of July 3, 2026 (in thousands):
Financial Statement Classification Level 1 Level 2 Level 3 Total Fair Value
Assets:
Equity securities Marketable securities $ 4,923  $ —  $ —  $ 4,923 
Total Assets $ 4,923  $ —  $ —  $ 4,923 
Liabilities:
Interest rate collar derivatives Other liabilities $ —  $ 11  $ —  $ 11 
Contingent consideration Other liabilities —  —  239  239 
Total Liabilities $ —  $ 11  $ 239  $ 250 
The following table summarizes the classification between the three levels of the fair value hierarchy of the Company’s financial instruments measured/disclosed at fair value on a recurring basis as of December 31, 2025 (in thousands):
Financial Statement Classification Level 1 Level 2 Level 3 Total Fair Value
Assets:
Equity securities Marketable securities $ 202  $ —  $ —  $ 202 
Total Assets $ 202  $ —  $ —  $ 202 
Liabilities:
Interest rate collar derivatives Other liabilities $ —  $ 66  $ —  $ 66 
Contingent consideration Other liabilities —  —  288  288 
Total Liabilities $ —  $ 66  $ 288  $ 354 
There were no changes in valuation techniques, nor were there any transfers among the fair value hierarchy levels during the six months ended July 3, 2026 and June 30, 2025.
Discontinued Operations
The Company categorizes the assets and liabilities of a disposal group, or business component, as discontinued operations once management commits to a plan to sell, the business segment is available for immediate sale, management has initiated a plan to sell at a price that is reasonable in relation to its fair value, management anticipates the sale will occur within one year, and it is unlikely that significant changes will be made to the plan to sell. For disposals other than by sale, such as abandonment or distribution, the results of operations of a business would not be recorded as a discontinued operation until the period in which the business is actually abandoned or distributed. The Company classifies such disposal group or business component as discontinued operations, if the divested disposal group or business represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. In addition, the disposal group or business component must be comprised of operations and cash flows that are clearly distinguished from the rest of the entity. The results of discontinued operations are aggregated and presented separately in the consolidated balance sheets, consolidated statements of operations, and consolidated statements of cash flows. Unless otherwise noted, the disclosures in these
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footnotes relate solely to continuing operations. Information regarding discontinued operations, including results of operations, assets, and liabilities held for sale, is presented separately in Note 5 – Discontinued Operations.
Income Taxes
Prior to the Reorganization, the Company was an S-corporation and the Company’s income and losses were passed through to its stockholders and reported on their individual tax returns. Following the Reorganization, the Company is a C-corporation that is subject to corporate income taxes. The Company included certain pro forma information related to the Reorganization within Note 16 – Net (Loss) Income Per Share.
The Company accounts for income taxes using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
The Company accounts for uncertain tax positions using a more-likely-than-not threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors, including, but not limited to, changes in the law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. The Company does not have any uncertain tax positions that are more likely than not of not being recognized for any periods presented.
Interest and penalty charges, if any, related to income taxes would be classified as a component of the income tax provision within the consolidated statement of operations.
Stock-based Compensation
The Company issues certain stock-based awards to employees in the form of restricted stock, settled in Common Stock of the Company, to employees as compensation for services rendered. The Company recognizes the stock-based compensation expense related to these stock-based awards within the consolidated financial statements based on their respective grant date fair values. For stock-based awards that include a service-based vesting condition, the Company recognizes the expense ratably over the requisite service period, which ranges from one to three years, subject to acceleration upon the occurrence of a qualifying liquidity event for certain awards. For stock-based awards that include a performance-based vesting condition, the Company recognizes the expense when it is probable that the performance-based condition will be satisfied and the award has satisfied other vesting conditions, if any.
Because there has been no public market for the Company’s equity prior to the initial public offering and in accordance with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately- Held-Company Equity Securities Issued as Compensation, the Company has determined the fair value of the stock-based awards at the time of grant by considering a number of objective and subjective factors, including valuations performed by an independent third-party valuation specialist, comparable companies, operating and financial performance, the lack of liquidity of capital stock and general and industry specific economic outlook.
Net (Loss) Income Per Share
Prior to the Company's IPO and the related reclassification described in Note 1 – Business and Organization, the Company had two classes of common stock, Class A common stock and Class B common stock, the rights of which — including liquidation and dividend rights and sharing of income — were identical, other than voting rights. Net (loss) income per share for periods prior to the IPO was computed using the two-class method required for multiple classes of common stock and participating securities. Because the liquidation and dividend rights and sharing of income of Class A common stock and Class B common stock were identical, undistributed earnings were allocated between the two classes on a proportionate basis, and the resulting net (loss) income per share was the same for Class A common stock and Class B common stock, individually and combined.
In connection with the IPO, the Company's outstanding Class A common stock and Class B common stock were reclassified into a single class of common stock (see Note 1 – Business and Organization and Note 13 – Common Stock). Following the IPO, the Company has a single class of common stock outstanding and does not have any other participating securities, as its outstanding restricted stock awards, restricted stock units, and stock appreciation rights do not carry non-forfeitable dividend rights. Accordingly, net (loss) income per share for periods following the IPO is computed under the
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single-class method described below, without allocation of undistributed earnings to a second class of common stock or to other participating securities.

Basic net (loss) income per share is computed by dividing net income by the weighted average number of shares outstanding during the period without consideration of potentially dilutive common shares. Diluted net (loss) income per share reflects the potential dilution that could occur if securities or other contracts to issue shares of the Company's common stock were exercised or converted into common stock, or resulted in the issuance of common stock that then shared in the earnings of the Company, in each case using the treasury stock method, unless inclusion of such shares would be anti-dilutive

Commitments and Contingencies
The Company is subject to various commitments and contingencies arising in the normal course of business, including but not limited to legal and contractual matters. Liabilities are recorded when it is probable that a loss has been incurred, and the amount can be reasonably estimated. Matters that do not meet these criteria are disclosed if the likelihood of loss is reasonably possible and the potential impact could be material. The Company also discloses significant contractual obligations, including leases and purchase commitments, with information regarding their nature and timing of future cash flows. Management continuously evaluates these matters and updates the financial statements as appropriate.
Risks and Uncertainties
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates and would impact future results of operations and cash flows.
The Company’s business, industry and the economy are influenced by a number of general macroeconomic factors, including, but not limited to, inflationary pressures impacting the Company’s supply chain, reduced demand for the Company’s products related to unfavorable macroeconomic conditions triggered by developments beyond the Company’s control, including geopolitical dynamics and other events that trigger economic volatility. The Company actively monitors the impacts of the evolving macroeconomic and geopolitical landscape, including rapidly evolving tariff and global trade policies, on all aspects of its business. Sustained macroeconomic challenges could adversely impact the Company’s operations.
Several of the Company’s government contracts are being funded incrementally, and as such, are subject to future authorization, appropriation, and availability of government funding. The Company has a history of successfully obtaining financing under incrementally funded contracts with the United States government and it expects to continue to obtain additional funding in the year ending January 1, 2027 and beyond as incremental funding is authorized and appropriated by the government.
3. RECENTLY ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. The Company is considered to be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “Jobs Act”). The Jobs Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to avail itself of this extended transition period and, as a result, the Company will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.
Recently Adopted Accounting Pronouncements
In July 2025, the FASB issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”) to address challenges encountered when applying the guidance in Topic 326, Financial Instruments—Credit Losses, to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years. The Company adopted this new accounting standard effective January 1, 2026 and the adoption did not have a material impact on its consolidated financial statements.
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Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disaggregated disclosure of income statement expenses. ASU 2024-03 does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 is effective for public business entities for annual periods beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities (“ASU 2025-10”), which provides guidance on the recognition, measurement, presentation, and disclosure of government grants received by for-profit entities. The ASU defines government grants as transfers of monetary or nonmonetary assets from a government, excluding exchange transactions, and clarifies scope exclusions such as tax credits, below-market loans, and nonfinancial asset transactions. Under the guidance, grants related to asset acquisition are generally recognized as a reduction of the asset’s cost, while grants related to income are recognized in earnings once conditions are met, with appropriate classification in the statement of cash flows. Entities are required to disclose the nature of grants, significant terms and conditions, accounting policies adopted, and amounts recognized in the financial statements. ASU 2025-10 is effective for annual periods beginning after December 15, 2028, including interim periods, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements ("ASU 2025-11"), which clarifies the applicability of interim reporting guidance, provides a comprehensive listing of interim disclosure requirements, and establishes a disclosure principle requiring entities to disclose events and changes occurring since the end of the most recent annual reporting period that have a material impact on the entity. The guidance is effective for interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this standards on its consolidated financial statements.

4. ACQUISITIONS

On November 14, 2025, the Company acquired 100% of the voting interests in Symphony Microwave Technologies, LLC (“Symphony”), a United States based company focused on the design and production of high-power microwave and RF components and subsystems, in exchange for total consideration of approximately $0.8 million. Total consideration consisted of (i) cash of approximately $0.2 million, (ii) the fair value of common stock issued of approximately $0.1 million, and (iii) the fair value of contingent consideration of approximately $0.3 million and (iv) the fair value of deferred consideration of approximately $0.2 million.
The acquisition has been accounted for as a business combination. The Company allocated the purchase price to the assets acquired and liabilities assumed at their estimated fair values as of the acquisition date. The excess of the purchase price paid by the Company over the estimated fair value of net assets acquired has been recorded as goodwill.
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The following table summarizes the allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed in connection with the acquisition of Symphony (in thousands):
Amount
Cash $ 1 
Accounts receivable 358 
Inventories 221 
Customer relationships 335 
Accounts payable and accrued expenses (481)
Current portion of long-term debt (65)
Long-term debt, net of current portion (26)
Total identifiable net assets acquired 343 
Goodwill 504 
Total net assets acquired $ 847 
Transaction-related costs incurred related to the acquisition were immaterial and were expensed as incurred in general and administrative within the consolidated statement of operations.
The fair value of contingent consideration included in consideration transferred was $0.3 million, which is related to an earnout arrangement with the sellers of Symphony, as estimated by a third-party valuation specialist. The contingent consideration is payable in quarterly installments through the third anniversary of the acquisition date based on the post-acquisition sales to a customer of Symphony and does not include any continuing employment conditions. There is no cap on the amount payable under the earnout. The fair value of the instrument was based on the discounted cash flows of expected future payments to this customer based on forecasted revenue during the earnout period. The Company repaid less than $0.1 million of the contingent consideration for the three and six months ended July 3, 2026, which was included within payments of contingent consideration in the consolidated statements of cash flows. During the three and six months ended July 3, 2026, the change in fair value of contingent consideration was not material.

The deferred consideration of $0.2 million accrues interest monthly at an annual rate of 3.75% and is payable to the sellers within eighteen months from the acquisition date, which was included with other liabilities within the consolidated balance sheets as of July 3, 2026 and December 31, 2025. Due to the short maturity of the deferred consideration, carrying value approximates fair value. During the three and six months ended July 3, 2026, interest expense related to deferred consideration was not material. The Company repaid approximately $0.0 million and $0.1 million of the deferred consideration during the three and six months ended July 3, 2026, respectively, which was included within payments of deferred consideration in the consolidated statements of cash flows.

The Company recognized customer-related intangible assets of approximately $0.3 million, which primarily consisted of contractual and non-contractual relationships with customers. The valuation method used to determine the estimated fair value of the intangible asset was based on the multi-period excess earnings approach. The customer relationship was assigned a useful life of ten years based on historical and forecasted customer attrition.
Goodwill resulting from the acquisition is attributable to the value of the acquired workforce and expected synergies. Goodwill resulting from the acquisition was assigned to the Company’s EMP segment. The goodwill recognized is not deductible for tax purposes.
5. DISCONTINUED OPERATIONS
On October 1, 2025, the Company’s ownership interest in Poly Labs was distributed pro rata to the individual stockholders of the Company to focus financial and managerial efforts on the CMC and EMP divisions. The Company concluded that Poly Labs met the criteria to be classified as discontinued operations as of December 31, 2025, as the divestiture represented a strategic shift, had a major impact on the Company’s consolidated results and the Company disposed of Poly Labs during the period. The results of Poly Labs have been classified as discontinued operations in the consolidated financial statements, and the results for all periods presented have been recast to exclude Poly Labs from continuing operations.
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Activity related to Poly Labs for the three and six months ended June 30, 2025 was as follows (in thousands):
Three Months
Ended June 30,
2025
Six Months
Ended June 30,
2025
Revenue $ 1,444  $ 2,985 
Cost of goods sold 1,785  3,535 
Gross loss (341) (550)
Operating expenses:
General and administrative 393  794 
Research and development 12  26 
Sales and marketing 23  47 
Total operating expenses 428  867 
Operating loss (769) (1,417)
Other expense (income), net:
Other expense, net
121  121 
Interest expense 35  68 
Interest income – related party (35) (60)
Total other expense, net 121  129 
Loss from discontinued operations $ (890) $ (1,546)
There was no activity related to Poly Labs for the three and six months ended July 3, 2026.
Following the Company’s distribution of Poly Labs on October 1, 2025, a note payable owed by the Company to Poly Labs remained outstanding. As of December 31, 2025, the amount owed to Poly Labs was approximately $0.5 million, which was repaid in full on January 19, 2026, see Note 12 – Debt and Note 14 – Related Party for further information.
Additionally, as of July 3, 2026 and December 31, 2025, Poly Labs owed the Company less than $0.1 million and approximately $0.2 million, respectively, related to various management fees and other services provided by the Company to Poly Labs following the distribution date, which is included within related party receivables within the consolidated balance sheets. See Note 14 – Related Party for further information.
As the Company distributed its ownership interest in Poly Labs on October 1, 2025, there were no assets or liabilities, other than those noted above, related to Poly Labs that were included within the consolidated balance sheet as of July 3, 2026 or December 31, 2025.
6. REVENUE RECOGNITION
In general, the Company recognizes revenue at the point in time control transfers to its customer based on predetermined shipping terms. Revenue is recognized over time under certain contracts for highly customized products that have no alternative use and in which the contract specifies the Company has enforceable right to payment for its costs, plus a reasonable margin. For products recognized over time, the transfer of control is measured using the input method, which measures progress toward completion as costs are incurred based upon estimates of costs to complete such contracts. Losses on contracts are fully recognized in the period in which the losses become determinable. Revisions in profit estimates are reflected on a cumulative basis in the period in which the basis for such revision becomes known.
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Disaggregation of Revenue
The following tables disaggregate the Company’s revenue by timing and by geographic location for the three and six months ended July 3, 2026 and June 30, 2025 (in thousands):
Three Months Ended July 3, 2026 Six Months Ended July 3, 2026
United States Europe Total United States Europe Total
Revenue:
Revenue – Point in time $ 47,388  $ 849  $ 48,237  $ 84,061  $ 1,633  $ 85,694 
Revenue – Over time 18,164  —  18,164  36,714  —  36,714 
Total revenue $ 65,552  $ 849  $ 66,401  $ 120,775  $ 1,633  $ 122,408 
Three Months Ended June 30, 2025 Six Months Ended June 30, 2025
United States Europe Total United States Europe Total
Revenue:
Revenue – Point in time $ 38,603  $ 842  $ 39,445  $ 77,521  $ 1,195  $ 78,716 
Revenue – Over time 9,685  —  9,685  16,801  —  16,801 
Total revenue $ 48,288  $ 842  $ 49,130  $ 94,322  $ 1,195  $ 95,517 
Contract Balances from Contracts with Customers
The Company records contract assets or contract liabilities on a contract-by-contract basis. The Company’s accounts receivable, contract assets and contract liabilities are summarized below (in thousands):
July 3,
2026
December 31,
2025
December 31,
2024
Accounts receivable, net $ 34,483  $ 28,904  $ 32,759 
Unbilled revenue $ 564  $ 2,621  $ 1,349 
Deferred revenue $ 21,416  $ 14,853  $ 10,085 
The increase in deferred revenue during the six months ended July 3, 2026 reflects the impact of billings in excess of revenue recognized in the period. The decrease in unbilled revenue for the six months ended July 3, 2026 reflects the net effect of revenue recognized in excess of billings during the period.
During the six months ended July 3, 2026 and June 30, 2025, the Company recognized revenue of approximately $4.8 million and $6.3 million that was included in the contract liabilities as of December 31, 2025 and December 31, 2024, respectively. During the three months ended July 3, 2026 and June 30, 2025, the Company recognized revenue of approximately $7.0 million and $5.0 million that was included in the contract liabilities as of April 3, 2026 and March 31, 2025, respectively. There was no revenue recognized during the three and six months ended July 3, 2026 and June 30, 2025 for performance obligations satisfied in prior periods.
The Company did not recognize impairment losses on its contract assets during the three and six months ended July 3, 2026 or June 30, 2025.
7. GOVERNMENT GRANTS
The Company has entered into multiple subcontract agreements with multiple contract administrators engaged by the United States Government, to perform prototype development, manufacturing process enhancements, and capital equipment build-outs in support of government programs. Under the terms of these agreements, the Company is reimbursed for qualifying costs incurred, including equipment, labor, materials, and manufacturing expenses, plus a nominal contractual profit margin. The Company accounts for these contracts as government grants.
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The following table summarizes a roll forward of the deferred government grants for the six months ended July 3, 2026 (in thousands):
Amount
Balance as of December 31, 2025 $ 4,672 
Cash received from government grants 3,675 
Grant receivable for capital expenditures
232 
Capital expenditures related to government grants (6,221)
Balance as of July 3, 2026 $ 2,358 
The deferred government grant liability as of July 3, 2026 will be recognized in future periods as an offset to property, plant and equipment, net or as other revenue, subject to the conditions of the grant agreement being met.
8. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net as of July 3, 2026 and December 31, 2025 consists of the following (in thousands):
July 3,
2026
December 31,
2025
Machinery and equipment $ 37,741  $ 35,141 
Buildings and building improvements 19,616  19,592 
Land 1,751  1,751 
Furniture, fixtures and vehicles 2,614  2,740 
Leasehold improvements 1,378  1,383 
Property and equipment, gross 63,100  60,607 
Less: Accumulated depreciation (25,330) (22,182)
Plus: Construction in-progress 4,687  3,917 
Property and equipment, net $ 42,457  $ 42,342 
During the three months ended July 3, 2026 and June 30, 2025, depreciation expense for continuing operations associated with property, plant and equipment, net was approximately $1.5 million and $1.3 million, respectively, of which approximately $1.4 million and $1.2 million, respectively, were included within cost of goods sold, and $0.1 million for both periods, was included in general and administrative expense. Depreciation expense for the three months ended July 3, 2026 and June 30, 2025 was net of approximately $0.4 million and $0.2 million, respectively, of contra depreciation expense recognized related to government grants. See Note 7 – Government Grants for additional details.

During the six months ended July 3, 2026 and June 30, 2025, depreciation expense for continuing operations associated with property, plant and equipment, net was approximately $3.1 million and $2.6 million, respectively, of which approximately $2.9 million and $2.4 million, respectively, were included within cost of goods sold, and $0.2 million and $0.2 million, respectively, were included in general and administrative expense. Depreciation expense for the six months ended July 3, 2026 and June 30, 2025 was net of approximately $0.8 million and $0.4 million, respectively, of contra depreciation expense recognized related to government grants. See Note 7 – Government Grants for additional details.

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9. GOODWILL AND INTANGIBLE ASSETS
Goodwill
The changes in the carrying amount of goodwill, which is assigned entirely to the Company’s EMP segment (see Note 19 – Segments), during the six months ended July 3, 2026 were as follows (in thousands):
Amount
Balance as of December 31, 2025 $ 4,583 
Foreign currency translation adjustment (56)
Balance as of July 3, 2026 $ 4,527 
The Company had no accumulated impairment losses as of July 3, 2026 or December 31, 2025.
Intangible Assets
The gross carrying amount and accumulated amortization of the Company’s intangible assets consisted of the following as of July 3, 2026 (in thousands):
Gross Carrying Value Accumulated Amortization Foreign Currency Translation
Adjustment
Net Carrying Value Weighted Average Remaining
Amortization Period
Intangible assets:
Customer relationships $ 10,656  $ (5,612) $ 10  $ 5,054  5.2 years
Trademarks and patents 2,181  (677) —  1,504  10.4 years
Total intangible assets $ 12,837  $ (6,289) $ 10  $ 6,558 
The gross carrying amount and accumulated amortization of the Company’s intangible assets consisted of the following as of December 31, 2025 (in thousands):
Gross Carrying Value Accumulated Amortization Foreign Currency Translation
Adjustment
Net Carrying Value Weighted Average Remaining
Amortization Period
Intangible assets:
Customer relationships $ 10,656  $ (5,069) $ 19  $ 5,606  5.6 years
Trademarks and patents 2,181  (603) —  1,578  10.9 years
Total intangible assets $ 12,837  $ (5,672) $ 19  $ 7,184 
During the three months ended July 3, 2026 and June 30, 2025, the Company recognized aggregate amortization expense of approximately $0.3 million, of which $0.2 million was included within general and administrative expense and $0.1 million was included within cost of goods sold in the consolidated statements of operations for both periods then ended.
During the six months ended July 3, 2026 and June 30, 2025, the Company recognized aggregate amortization expense of approximately $0.6 million, of which $0.4 million was included within general and administrative expense and $0.2 million was included within cost of goods sold in the consolidated statements of operations for both periods then ended.
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As of July 3, 2026, estimated future amortization expense of finite-lived intangible assets is as follows (in thousands):
Fiscal Year Amount
Remaining 2026 $ 607 
2027 1,236 
2028 1,236 
2029 1,236 
2030 705 
Thereafter 1,538 
$ 6,558 
10. LEASES
The Company enters into a variety of operating lease agreements through the normal course of its business, but primarily real estate leases to support its operations. The Company leases properties located in Portland, Maine, Lewiston, Maine, Gorham, Maine, Nashua, New Hampshire and Hamburg, Germany. The real estate lease agreements generally provide for fixed minimum rental payments and the payment of real estate taxes and insurance. The Company has lease terms that expire between November 2026 through February 2037.
Certain of these leases also include renewal options at the election of the Company to renew or extend the lease for an additional four to five years. These optional periods have not been considered in the determination of the right-of-use assets or lease liabilities associated with these leases as the Company did not consider it reasonably certain it would exercise the options.
The Company also enters into leases for equipment and service agreements, and other leases related to its manufacturing operations that are classified as finance leases that are not material.
The following table summarizes supplemental balance sheet information related to the Company’s operating leases (in thousands):
July 3,
2026
December 31,
2025
Operating lease right-of-use assets $ 11,777  $ 10,586 
Operating lease liabilities, current $ 956  $ 875 
Operating lease liabilities, non-current 11,407  10,247 
Total operating lease liabilities $ 12,363  $ 11,122 
Weighted-average remaining term 9.4 years 9.6 years
Weighted-average discount rate 10.7 % 10.9 %
For the three months ended July 3, 2026 and June 30, 2025, the Company recognized approximately $0.6 million and $0.5 million, respectively. For the six months ended July 3, 2026 and June 30, 2025, the Company recognized approximately $1.0 million of lease expense. These expenses were recognized within cost of goods sold on the consolidated statements of operations. Variable and short-term lease expense recognized during the three and six months ended July 3, 2026 and June 30, 2025 were not material.
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As of July 3, 2026, maturities of operating lease liabilities were as follows (in thousands):
Fiscal Year Amount
Remaining 2026 $ 1,069 
2027 2,254 
2028 2,253 
2029 2,028 
2030 1,790 
Thereafter 10,667 
Total operating lease payments 20,061 
Less: Imputed interest (7,698)
Present value of future lease payments $ 12,363 
Supplemental cash flow related to the Company’s operating leases were as follows (in thousands):
Three Months Ended Six Months Ended
July 3,
2026
June 30,
2025
July 3,
2026
June 30,
2025
Lease expense recognized for operating leases $ 618  $ 520  $ 1,048  $ 1,046 
Cash paid for amounts included in the measurement of operating lease liabilities $ 504  $ 492  $ 998  $ 989 
As of July 3, 2026 and December 31, 2025, the Company did not have any leases that had not yet commenced.
11. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
A summary of accrued expenses and other current liabilities as of July 3, 2026 and December 31, 2025 is as follows (in thousands):
July 3,
2026
December 31,
2025
Accrued compensation and employee benefits $ 7,185  $ 6,359 
Accrued accounts payable 9,027  4,919 
Accrued interest 9  671 
Accrued sales returns and allowances 876  610 
Other 320  1,100 
Total accrued expenses and other current liabilities $ 17,417  $ 13,659 
Within accrued interest as of July 3, 2026 and December 31, 2025, there was approximately $0.0 million and $0.2 million of accrued interest owed to related parties, respectively. See Note 12 – Debt and Note 14 – Related Party Transactions for further information.
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12. DEBT
The following table summarizes the components of long-term debt as of July 3, 2026 and December 31, 2025 (in thousands):
July 3,
2026
December 31, 2025
Term Loans:
Wells Fargo Term Loan $ 6,725  $ 7,684 
First BankProv Term Note 1,369  1,688 
United Federal Credit Union Term Note 836  1,144 
October 2023 Term Loans —  500 
Other Equipment Loans 47  188 
FAME 2023 Loan 144  144 
Symphony Term Loans —  41 
Line of Credit Facilities:
Wells Fargo Line of Credit 658  20,467 
Domestic March 2020 Line of Credit —  3,297 
Auburn Savings Loan 759  766 
Foreign March 2020 Line of Credit —  166 
Auburn Savings LOC —  148 
Symphony Line of Credit —  45 
Total debt 10,538  36,278 
Current portion of long-term debt (2,370) (7,755)
Deferred issuance costs (60) (68)
Total long-term debt, net of current portion $ 8,108  $ 28,455 
The following table summarizes the components of long-term debt – related party as of July 3, 2026 and December 31, 2025 (in thousands):
July 3,
2026
December 31,
2025
Related Party:
Great Falls Term Loan $ —  $ 15,000 
CEO Line of Credit —  1,771 
Poly Labs Note Payable (Due to Poly Labs) —  548 
Total related party debt —  17,319 
Current portion of long-term debt – related party —  (2,319)
Total long-term debt, net of current portion – related party $ —  $ 15,000 
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The following table presents the future principal payments due under the Company’s debt amounts, excluding forgivable loans and unamortized debt issuance costs, as of July 3, 2026 (in thousands):
Fiscal Year Amount
Remaining 2026 $ 1,034 
2027 2,333 
2028 5,291 
2029 237 
2030 253 
Thereafter 1,246 
Total principal payments $ 10,394 
Term Loans
As of July 3, 2026 and December 31, 2025, the Company has borrowings under multiple term loans. The term loans certain restrictive and financial covenants. As of July 3, 2026 and December 31, 2025, the Company was in compliance with these covenants.
Wells Fargo Term Loan
On November 6, 2023, the Company entered into a secured $8.7 million term note with Wells Fargo Bank (the “Wells Fargo Term Loan”). Amounts under the Wells Fargo Term Loan were secured by substantially all of the assets of a consolidated subsidiary.
The Wells Fargo Term Loan accrues interest monthly based on a floating rate, as defined by the lender, and are subject to periodic adjustments based on prevailing market conditions. During the three and six months ended July 3, 2026, the Company recognized approximately $0.1 million and $0.2 million of interest expense, respectively. During the three months and six months ended June 30, 2025, the Company recognized approximately $0.2 million and $0.4 million of interest expense, respectively. As of July 3, 2026 and December 31, 2025, the applicable interest rates were 6.37% and 6.62%, respectively, on the portion of outstanding principal entered into during November 2023 and 8.50% on the incremental borrowings entered into during December 2024.
Under the Wells Fargo Term Loan, the Company makes monthly principal payments of approximately $0.1 million per month. During the six months ended July 3, 2026 and June 30, 2025, the Company paid aggregate principal payments of approximately $1.0 million and $0.8 million, respectively, and aggregate interest payments of approximately $0.3 million and $0.4 million during the respective periods related to the Wells Fargo Term Loan. The Wells Fargo Term Loan has a maturity date of November 6, 2028.
As of July 3, 2026 and December 31, 2025, the outstanding balance related to the Wells Fargo Term Loan was approximately $6.7 million and $7.7 million, of which approximately $1.6 million and $1.6 million, respectively, were included within current portion of long-term debt and $5.1 million and $6.1 million, respectively, were included long-term debt, net of current portion, on the consolidated balance sheets. The Wells Fargo Term Loan contains financial covenants, including leverage ratio requirements.
First BankProv Term Note
On March 2, 2020, the Company entered into a secured $6.5 million term note with Provident Bank (the “First BankProv Term Note”). Amounts under the First BankProv Term Note are secured by certain assets of a consolidated subsidiary.
The First BankProv Term Note accrues monthly interest based on a stated interest rate of 4.79%. During each of the three and six months ended July 3, 2026 and June 30, 2025, the Company recognized less than $0.1 million of interest expense.
During the six months ended July 3, 2026 and June 30, 2025, the Company paid aggregate principal payments of approximately $0.3 million for both periods and aggregate interest payments of less than $0.1 million, related to the First BankProv Term Note.
On March 31, 2026, the Company amended the First BankProv Term Note to extend the maturity date from March 2, 2027 to March 1, 2033. In connection with the amendment, the interest rate increased to a fixed rate of 6.50% and the repayment
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schedule was amended, whereby the Company is required to make interest only payments for a period of twelve months commencing April 1, 2026, followed by principal payments over a six-year amortization period.
As of July 3, 2026 and December 31, 2025, the outstanding balance of the First BankProv Term Note was approximately $1.4 million and $1.7 million, respectively, of which $0.0 million and $1.4 million were included within current portion of long-term debt, respectively, and $1.4 million and $0.3 million were included in long-term debt, net of current portion, respectively, on the consolidated balance sheets. The First BankProv Term Note contains financial covenants, including leverage ratio requirements.
United Federal Credit Union Term Note
On September 23, 2024, the Company entered into a secured $1.6 million term note with United Federal Credit Union (the “United Federal Credit Union Note”). Amounts under the United Federal Credit Union Note are secured by the related solar project managed by one of the Company’s consolidated subsidiaries.
The United Federal Credit Union Note accrues interest monthly based on a stated interest rate of 9.00% with monthly principal payments commencing in March 2025. During the three and six months ended July 3, 2026, the Company recognized less than $0.1 million of interest expense in each period. During the three and six months ended June 30, 2025, the Company recognized approximately $0.1 million of interest expense for each period.
During the six months ended July 3, 2026 and June 30, 2025, the Company paid aggregate principal payments of approximately $0.3 million and less than $0.1 million, respectively, and aggregate interest payments of less than $0.1 million for both periods, related to the United Federal Credit Union Term Note. The United Federal Credit Union Note has a maturity date of September 10, 2027.
As of July 3, 2026 and December 31, 2025, the outstanding balance related to the United Federal Credit Union Note was approximately $0.8 million and $1.1 million, respectively, of which approximately $0.7 million and $0.6 million were included within current portion of long-term debt and $0.1 million and $0.5 million were included within long-term debt, net of current portion, respectively, on the consolidated balance sheets.
October 2023 Term Loans
On October 6, 2023, the Company entered into two separate term loans with investors of a consolidated subsidiary, with aggregate gross proceeds of approximately $0.5 million (the “October 2023 Term Loans”).
The October 2023 Term Loans accrued interest monthly based on a stated fixed interest rate of 8.00%. During the three and six months ended July 3, 2026, the Company recognized approximately $0.0 million of interest expense in each period. During the three and six months ended June 30, 2025, the Company recognized approximately less than $0.1 million of interest expense in each period.
During the six months ended July 3, 2026 and June 30, 2025, the Company paid $0.5 million (which paid the loan in full) and $0.0 million of principal, respectively, and less than $0.1 million for interest during both periods, on the October 2023 Term Loans.
The maturity dates of the October 2023 Term Loans ranged from October 2026 to October 2027, however, the October 2023 Term Loans were terminated and replaced by the AAI Note (defined below) as part of the Reorganization.
As of July 3, 2026 and December 31, 2025, the outstanding balance related to the October 2023 Term Loans was $0.0 million and $0.5 million, of which approximately $0.0 million and $0.3 million and were included within current portion of long-term debt and $0.0 million and $0.2 million were included within long-term debt, net of current portion, respectively, on the consolidated balance sheets.
In April 2025, the Company amended one of the October 2023 Term Loans to add a conversion feature to enable the holder to convert the outstanding principal and accrued interest into membership units of one of the Company’s consolidated subsidiaries upon certain liquidity events, including an initial public offering. The conversion option did not require separate accounting as a derivative.
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Other Equipment Loans
From March 2020 to December 2022, the Company entered into numerous agreements to borrow an aggregate amount of approximately $0.8 million related to secured equipment loans from various lenders (the “Other Equipment Loans”). The Other Equipment Loans are secured by certain assets owned by a consolidated subsidiary.
The Other Equipment Loans accrue monthly interest, with interest rates ranging from 0.00% to 7.25%. During each of the three and six months ended July 3, 2026 and June 30, 2025, the Company recognized less than $0.1 million of interest expense.
During the six months ended July 3, 2026 and June 30, 2025, the Company made aggregate principal payments of less than $0.1 million, respectively, and aggregate interest payments of less than $0.1 million during both periods, related to the Other Equipment Loans.
The Other Equipment Loans have maturity dates ranging from October 2026 through November 2028.
As of July 3, 2026 and December 31, 2025, the outstanding balance related to the Other Equipment Loans was approximately $0.1 million, of which $0.1 million and $0.0 million, were included within current portion of long-term debt and long-term debt, net of current portion, respectively, on the consolidated balance sheets.
FAME 2023 Loan
On September 1, 2023, the Company entered into an unsecured and forgivable $0.3 million loan agreement with the Finance Authority of Maine COVID Relief Program (the “FAME 2023 Loan”).
The FAME 2023 Loan was borrowed with no stated interest rate. The amount borrowed under the FAME 2023 Loan is forgiven annually, 30 days following each anniversary date, at 25% increments.
As of July 3, 2026 and December 31, 2025, the outstanding balance of the FAME 2023 Loan was approximately $0.1 million, which is expected to be fully forgiven.
The maturity date of the FAME 2023 Loan is October 1, 2026.
As of July 3, 2026 and December 31, 2025, $0.1 million which was included within current portion of long-term debt and $0.0 million, were included within long-term debt, net of current portion, respectively on the consolidated balance sheets.
Symphony Term Loans
On November 14, 2025, as of a result of the Company’s acquisition of Symphony, the Company assumed certain liabilities related to approximately $0.1 million of promissory notes (the “Symphony Term Loans”) with Rockland Trust Bank (“Rockland Trust’). The Symphony Term Loans were secured by substantially all the assets of a consolidated subsidiary.
The Symphony Term Loans accrued monthly interest, with interest rates ranging from 4.25% to 7.49%. During the three and six months ended July 3, 2026, the Company recognized less than $0.1 million of interest expense.
During the six months ended July 3, 2026, the Company made payments of less than $0.1 million of principal and interest, related to the Symphony Term Loans.
The Symphony Term Loans had maturity dates ranging from March 2026 through August 2029. On May 5, 2026, the Company repaid the Symphony Term Loans, and the Symphony Term Loans were terminated.
As of December 31, 2025, the outstanding balance related to the Symphony Term Loans was less than $0.1 million, of which less than $0.1 million and less than $0.1 million were included within current portion of long-term debt and long-term debt, net of current portion, respectively, on the consolidated balance sheets.
March 2022 Promissory Note
On March 1, 2022, the Company entered into a promissory note with a principal $3.4 million term owed to a former employee of the Company (the “March 2022 Promissory Note”).
The March 2022 Promissory Note accrued interest monthly based on a floating rate equal to the Wall Street Journal prime rate plus a spread of 2.00%. In August 2025, the Company paid the remaining principal amount owed of approximately
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$2.6 million and the March 2022 Promissory Note was terminated. As of July 3, 2026 and December 31, 2025, there was no outstanding amount related to the March 2022 Promissory Note.
During the three and six months ended June 30, 2025, the Company recognized approximately $0.1 million and $0.2 million of interest expense, respectively, related to the March 2022 Promissory Note.
During the six months ended June 30, 2025, the Company made aggregate principal and interest payments of approximately $2.1 million and $0.1 million, respectively, related to the March 2022 Promissory Note.
Second BankProv Term Note
On March 2, 2020, the Company entered into a secured $1.5 million term note with Provident Bank (the “Second BankProv Term Note”). Amounts under the Second BankProv Term Note were secured by certain assets of a consolidated subsidiary.
The Second BankProv Term Note accrued monthly interest based on a stated interest rate of 4.08%. The Second BankProv Term Note had a maturity date of March 2, 2025. In March 2025, the Company paid the remaining principal amount owed of approximately $0.1 million and the Second BankProv Term Note was terminated.
During the three and six months ended June 30, 2025, the Company recognized $0.0 million and less than $0.1 million of interest expense, respectively, related to the Second BankProv Term Note.
During the six months ended June 30, 2025, the Company paid aggregate principal payments of approximately $0.1 million and aggregate interest payments of less than $0.1 million related to the Second BankProv Term Note.
The Second BankProv Term Note contained financial covenants, including leverage ratio requirements.
Line of Credit Facilities
As of July 3, 2026 and December 31, 2025, the Company has borrowings under revolving line of credit facilities. The lines of credit contain certain restrictive and financial covenants. As of July 3, 2026 and December 31, 2025, the Company was in compliance with these covenants.
Wells Fargo Line of Credit
On November 6, 2023, the Company entered into a $40.0 million revolving credit facility with Wells Fargo Bank (the “Wells Fargo LOC”). Amounts under the Wells Fargo LOC are secured by substantially all of the assets of a consolidated subsidiary.
The Wells Fargo LOC accrues interest monthly based on a floating rate, as defined by the lender, and is subject to periodic adjustments based on prevailing market conditions. During the three and six months ended July 3, 2026, the Company recognized approximately $0.2 million and $0.6 million of interest expense, respectively related to the Wells Fargo LOC. During the three and six months June 30, 2025, the Company recognized approximately $0.3 million and $0.5 million of interest expense, respectively, related to the Wells Fargo LOC.
During the six months ended July 3, 2026 and June 30, 2025, the Company repaid amounts, net of borrowings, of approximately $19.8 million and $6.5 million, respectively, related to the Wells Fargo Line of Credit. During the six months ended July 3, 2026 and June 30, 2025, the Company paid aggregate interest payments of approximately $0.7 million and $0.6 million, respectively, related to the Wells Fargo Line of Credit.
The Wells Fargo LOC expires in November 2028.
As of July 3, 2026 and December 31, 2025, outstanding borrowings under the Wells Fargo LOC totaled approximately $0.7 million and $20.5 million, respectively. As of July 3, 2026, availability to borrow under the Wells Fargo Line of Credit was approximately $39.2 million, as the principal sum of up to $39.9 million was available to be borrowed. As of July 3, 2026 and December 31, 2025, the applicable interest rates were 7.50% and 5.92%, respectively, on the $0.7 million and $10.0 million outstanding as of each period, respectively, and 7.75% on the remaining outstanding amount of approximately $10.5 million as of December 31, 2025. The Wells Fargo LOC consists of two different borrowing tranches with different applicable rates, and therefore there may be multiple rates for the same period, depending on the overall outstanding balance. As of July 3, 2026 and December 31, 2025, the Wells Fargo LOC Credit was included within long-term debt, net of current portion on the consolidated balance sheets.
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The Company is required to pay customary fees associated with the credit facility, including commitment and administrative fees. The Wells Fargo LOC contains financial covenants, including leverage ratio requirements.
Domestic March 2020 Line of Credit
On March 2, 2020, the Company entered into a $3.0 million demand line of credit with the Provident Bank (the “Domestic March 2020 Line of Credit”) to finance domestic receivables and inventory. Amounts under the Domestic March 2020 Line of Credit are secured by certain assets of a consolidated subsidiary.
On January 30, 2025, the Company entered into an amendment to the Domestic March 2020 Line of Credit increasing its availability to borrow under the Domestic March 2020 Line of Credit from $3.0 million to $4.0 million. With the execution of the amendment, the Company and the lender also agreed to extend the maturity date from February 2025 to February 2026, which was subsequently extended to April 2026, as part of a second amendment to the Domestic March 2020 Line of Credit that was entered into on January 30, 2026. On March 31, 2026, the Company entered into a third amendment of the Domestic March 2020 Line of Credit to remove the stated maturity. Following the third amendment, the Domestic March 2020 Line of Credit is due on demand.
The Domestic March 2020 Line of Credit accrues interest monthly based on a floating rate equal to the Wall Street Journal prime rate which was equal to 6.75% and 7.00% as of July 3, 2026 and December 31, 2025, respectively. During each of the three and six months ended July 3, 2026 and June 30, 2025, the Company recognized less than $0.1 million of interest expense related to the Domestic March 2020 Line of Credit.
During the six months ended July 3, 2026 and June 30, 2025, the Company repaid amounts, net of borrowings, of approximately $3.3 million and $0.3 million, respectively, related to the Domestic March 2020 Line of Credit. During the six months ended July 3, 2026 and June 30, 2025, the Company paid aggregate interest payments of less than $0.1 million during both periods, related to the Domestic March 2020 Line of Credit.
As of July 3, 2026, the entire balance was repaid and there was no outstanding balance.
As of December 31, 2025, outstanding borrowings were approximately $3.3 million including $3.3 million of principal and less than $0.1 million of accrued interest. As of July 3, 2026, availability to borrow under the Domestic March 2020 Line of Credit was the full principal sum of up to $4.0 million.
As of December 31, 2025, the Domestic March 2020 Line of Credit was included within current portion of long-term debt on the consolidated balance sheets.
The Company is required to pay customary fees associated with the credit facility, including commitment and administrative fees. The Domestic March 2020 Line of Credit contains financial covenants, including leverage ratio requirements.
Auburn Savings Loan
On December 26, 2024, the Company entered into a $0.8 million construction loan with Auburn Savings Bank, FSB (“Auburn Savings Bank”) pursuant to a Commercial Note Agreement (the “Auburn Savings Loan”).
The Auburn Savings Loan accrues interest monthly based on a stated interest rate of 7.00% for the first five years, which will be adjusted every fifth anniversary of January 25, 2026 to the Federal Home Loan Banks 5/20 amortizing advance rate plus 3.00%. During each of the three and six months ended July 3, 2026 and June 30, 2025, the Company incurred interest expense of less than $0.1 million related to the Auburn Savings Loan.
During the six months ended July 3, 2026 and June 30, 2025, the Company drew principal amounts of $0.0 million and paid interest of less than $0.1 million, related to the Auburn Savings Loan.
As of July 3, 2026, the outstanding balance on the Auburn Savings Loan was approximately $0.8 million. There was no availability to borrow under the Auburn Savings Loan, as the principal sum of up to $0.8 million was borrowed as of July 3, 2026. The maturity date of the Auburn Savings Loan is December 25, 2046.
As of July 3, 2026 and December 31, 2025, the total outstanding balance on the Auburn Savings Loan of approximately $0.8 million, less than $0.1 million was included within current portion of long-term debt and approximately $0.8 million was included long-term debt, net, of current portion on the consolidated balance sheets.
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The obligations under the Auburn Savings Loan are secured by a lien on certain real estate assets and guaranteed by a consolidated subsidiary. In addition, the Auburn Savings Loan is subject to customary conditions, including events of default.
Foreign March 2020 Line of Credit
On March 2, 2020, the Company entered into a $1.0 million demand line of credit with Provident Bank (the “Foreign March 2020 Line of Credit”) to finance foreign receivables denominated in euros. Amounts under the Foreign March 2020 Line of Credit are secured by certain assets of the Company and are insured by accounts receivable credit insurance.
On January 30, 2025 and on January 30, 2026, the Company entered into two separate amendments to the Foreign March 2020 Line of Credit. The first amendment entered into during January 2025 extended the maturity date from February 2025 to February 2026, which was subsequently extended to April 2026 as executed under the second amendment entered into during January 2026. On March 31, 2026, the Company entered into a third amendment of the Foreign March 2020 Line of Credit to remove the stated maturity. Following the third amendment, the Foreign March 2020 Line of Credit is due on demand.
The Foreign March 2020 Line of Credit accrues interest monthly based on a floating rate equal to the Wall Street Journal prime rate which was equal to 6.75% and 7.00% as of July 3, 2026 and December 31, 2025, respectively. During each of the three and six months ended July 3, 2026 and June 30, 2025, the Company recognized less than $0.1 million of interest expense related to the Foreign March 2020 Line of Credit.
During the six months ended July 3, 2026 and June 30, 2025, the Company made aggregate repayments, net of borrowings, of $0.2 million and approximately $0.1 million, respectively, related to the Foreign March 2020 Line of Credit. During both the six months ended July 3, 2026 and June 30, 2025, the Company paid less than $0.1 million of interest, related to the Foreign March 2020 Line of Credit.
As of December 31, 2025, outstanding borrowings were approximately $0.2 million. As of July 3, 2026, availability to borrow under the Foreign March 2020 Line of Credit was the full principal of $0.8 million.
As of July 3, 2026, the entire balance was repaid and there was no outstanding balance.
As of December 31, 2025, the Foreign March 2020 Line of Credit was included within current portion of long-term debt on the consolidated balance sheets.

The Company is required to pay customary fees associated with the credit facility, including commitment and administrative fees. The Foreign March 2020 Line of Credit contains financial covenants, including leverage ratio requirements.
Auburn Savings LOC
On April 14, 2025, the Company entered into a $0.6 million line of credit facility with Auburn Savings Bank pursuant to a Demand Commercial Line of Credit Agreement (the “Auburn Savings LOC”).
The Auburn Savings LOC accrues interest monthly based on a floating rate equal to the Wall Street Journal prime rate plus 0.50%. The effective interest on the Auburn Savings LOC as of July 3, 2026 and December 31, 2025 was 7.25% and 7.50%, respectively. During the six months ended July 3, 2026, the Company incurred interest expense of less than $0.1 million related to the Auburn Savings LOC.
As of July 3, 2026, availability to borrow under the Auburn Savings LOC was the full principal of $0.6 million, and there was no outstanding balance.
The Auburn Savings LOC does not have a maturity date but is due on demand at Auburn Savings Bank’s discretion or upon an event of default as defined in the Auburn Savings LOC.
As of December 31, 2025, the outstanding balance on the Auburn Savings LOC was included within current portion of long-term debt, in the consolidated balance sheets.

The obligations under the Auburn Savings LOC are secured by a lien on certain real estate assets and guaranteed by a consolidated subsidiary. In addition, the Auburn Savings LOC is subject to customary conditions, including events of default.
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Symphony Line of Credit
On November 14, 2025, as a result of the Company’s acquisition of Symphony, the Company assumed certain liabilities related to a $0.1 million line of credit (the “Symphony Line of Credit”) with Rockland Trust. Amounts under the Symphony Line of Credit were secured by certain assets of a consolidated subsidiary.
The Symphony Line of Credit accrued interest monthly based on a floating rate equal to the Wall Street Journal prime rate which was 4.25%, as of December 31, 2025. During the three and six months ended July 3, 2026, the Company recognized less than $0.1 million of interest expense related to the Symphony Line of Credit.
During the six months ended July 3, 2026, the Company paid less than $0.1 million of interest related to the Symphony Line of Credit.
The Symphony Line of Credit did not have a maturity date but was due on demand at Rockland Trust’s discretion or upon an event of default as defined in the Symphony Line of Credit. On May 5, 2026, the Company repaid the Symphony Line of Credit, and the Symphony Line of Credit was terminated.
As of December 31, 2025, the outstanding balance related to the Symphony Line of Credit was included within current portion of long-term debt on the consolidated balance sheets.
The Symphony Line of Credit was subject to customary conditions, including events of default.
Related Party Debt
Great Falls Term Loan
On November 6, 2023, the Company entered into a secured $20.0 million term note with Great Falls Property, LLC (the “Great Falls Term Loan”), which is owned by a principal stockholder. The Great Falls Term Loan was secured by real estate held by a consolidated subsidiary.
The Great Falls Term Loan accrued interest monthly based on a floating rate equal to the Wall Street Journal prime rate plus a spread of 1.00%, with a floor of 9.50%. As of July 3, 2026 and December 31, 2025, the effective interest rate on the Great Falls Term Loan was 9.50%. During the three and six months ended July 3, 2026, the Company recognized approximately $0.1 million and $0.5 million of interest expense during each period, respectively and during the three months and six months ended June 30, 2025, the Company recognized approximately $0.4 million and $0.8 million of interest expense during each period, respectively, related to the Great Falls Term Loan, included within interest expense – related party within the consolidated statements of operations.
During the six months ended July 3, 2026 and June 30, 2025, the Company paid aggregate principal payments of $15.0 million and $0.0 million, respectively, and aggregate interest payments of approximately $0.6 million and $0.7 million, respectively, related to the Great Falls Term Loan. As of December 31, 2025, the Company accrued interest expense of approximately $0.1 million, which was included within accrued expenses and other current liabilities within the consolidated balance sheets. The maturity date of the Great Falls Term Loan was November 6, 2028. On April 28, 2026, the Company repaid the Great Falls Term Loan with IPO proceeds, and the Great Falls Term Loan was terminated.
As of December 31, 2025, the total amount outstanding related to the Great Falls Term Loan was approximately $15.0 million, of which $0.0 million were included within current portion of long-term debt – related party and $15.0 million, were included within long-term debt, net of current portion – related party, respectively, on the consolidated balance sheets.
CEO Line of Credit
On January 1, 2023, the Company entered into a $2.0 million line of credit note with the Company’s CEO (the “CEO Line of Credit”).
On October 1, 2025, the Company entered into an amendment to the CEO Line of Credit, increasing the total amount available to borrow from $2.0 million to $2.5 million. All other key terms of the CEO Line of Credit agreement remained consistent.
The CEO Line of Credit accrued interest monthly based on a stated interest rate of 9.00%. During the three and six months ended July 3, 2026, the Company recognized approximately less than $0.1 million and $0.4 million, respectively, of interest expense, and during the three and six months ended June 30, 2025, the Company recognized approximately less
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than $0.1 million of interest expense, included within interest expense – related party within the consolidated statements of operations.
During the six months ended July 3, 2026 and June 30, 2025, the Company made aggregate repayments, net of borrowings, of approximately $1.7 million and $0.0 million, respectively, related to the CEO Line of Credit. During the six months ended July 3, 2026 and June 30, 2025, the Company paid aggregate interest payments of $0.3 million and less than $0.1 million, respectively, related to the CEO Line of Credit. As of December 31, 2025, the Company accrued interest expense of approximately $0.4 million, which was included within accrued expenses and other current liabilities within the consolidated balance sheets.
The original maturity date of the CEO Line of Credit was January 1, 2026. On January 1, 2026, the Company amended the President Line of Credit to extend the maturity date from January 1, 2026 to the earlier of: (i) the closing of an initial public offering, or (ii) July 1, 2026. In connection with the amendment, the Company agreed to pay an extension fee of $0.2 million at maturity in addition to the outstanding principal and accrued, unpaid interest. On May 1, 2026, the Company repaid the CEO Line of Credit with IPO proceeds, and the CEO Line of Credit was terminated.
As of December 31, 2025, the CEO Line of Credit was included within current portion of long-term debt — related party on the consolidated balance sheets.
AAI Note
On January 2, 2026, in connection with the Reorganization, the Company entered into a $2.4 million promissory note (the “AAI Note”) with Anania & Associates Investment Company LLC, which is controlled by the Company’s CEO and a shareholder, related to outstanding obligations between the Company and AAI.
The AAI Note is due and payable on the earlier of demand or January 1, 2027, and accrues interest at a rate of 6.00% per annum. During the three and six months ended July 3, 2026, the Company repaid the full $2.4 million of principal related to the AAI Note, and the note was terminated. Interest on the AAI Note was less than $0.1 million for the three and six months ended July 3, 2026.
Poly Labs Note Payable (Due to Poly Labs)
Following the Company’s distribution of Poly Labs on October 1, 2025, see Note 5 – Discontinued Operations for further information, the Company had an outstanding note payable owed to Poly Labs of approximately $1.7 million (the “Poly Labs Note Payable”). Prior to the distribution of Poly Labs, the Poly Labs Note Payable was eliminated in consolidation.
The Poly Labs Note Payable accrues interest monthly based on a stated interest rate of 10.00%. During the three months ended July 3, 2026, there was no interest recognized as the loan was terminated during the first quarter of 2026. During the six months ended July 3, 2026, the Company recognized less than $0.1 million of interest expense included within interest expense – related party within the consolidated statements of operations. There was no interest recognized for the three months ended July 3, 2026, as the loan was terminated prior to the quarter.
During the six months ended July 3, 2026, the Company paid approximately $0.5 million and less than $0.1 million of principal and interest, respectively, related to the Poly Labs Note Payable. The Poly Labs Note Payable was repaid on January 19, 2026 and the Poly Labs Note Payable was terminated.
As of December 31, 2025 approximately $0.5 million was outstanding related to the Poly Labs Note Payable, which was included within current portion of long-term debt — related party on the consolidated balance sheet.
13. COMMON STOCK
As of July 3, 2026, the Company had 540,000,000 shares of common stock, par value $0.001 per share, authorized, of which 30,459,498 shares were issued and outstanding. As of December 31, 2025, the Company had 500,000,000 shares of Class A common stock, par value $0.001 per share, authorized, of which 20,122,721 shares of Class A common stock were issued and outstanding. As of December 31, 2025, the Company had 40,000,000 shares of Class B common stock, par value $0.001 per share authorized, of which 466 shares of Class B common stock were issued and outstanding.

In connection with the IPO, on April 22, 2026, the Company redeemed and cancelled all outstanding shares of the Class B common stock and filed a second amended and restated certificate of incorporation, which, among other things,
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consolidated and reclassified all Class A common stock and Class B common stock into a single class of common stock. See Note 1 – Business and Organization – Initial Public Offering for further information.
As of July 3, 2026, holders of the Company's common stock are entitled to one vote per share. As of December 31, 2025, holders of the Company’s Class A common stock were entitled to one vote per share while holders of the Company’s Class B common stock were entitled to 10,000 votes per share. In the event of a liquidation, dissolution, winding-up, or deemed liquidation event of the Company, proceeds available for distribution or allocation will be distributed or allocated among the common stockholders on a pro rata basis. In addition, holders of common stock are entitled to receive dividends, if and when declared by the Company’s board of directors. As of July 3, 2026 and December 31, 2025, the Company has not declared dividends. Prior to the Reorganization, the Company was previously an S Corporation and treated as a pass-through entity for tax purposes. During the six months ended June 30, 2025, stockholder distributions for taxes totaled approximately $1.8 million, which is included within stockholder distributions in the consolidated statements of changes of stockholders’ equity.

14. RELATED PARTY TRANSACTIONS
In connection with the Reorganization, the Company issued 466 shares of Class B common stock to the Company’s CEO for cash proceeds of less than $0.1 million. Following the completion of the IPO, the Company redeemed the 466 shares of Class B common stock held by the Company’s CEO for less than $0.1 million of cash.
As of July 3, 2026 and December 31, 2025, Poly Labs, which is majority owned by the Company's CEO, owed the Company less than $0.1 million and $0.2 million, respectively, related to various management fees and other services provided by the Company to Poly Labs following the October 1, 2025 distribution date, which is included within related party receivables within the consolidated balance sheets. The related party receivable was non-interest bearing and contained no stated maturity date.
During the six months ended July 3, 2026, in connection with the Reorganization, the Company entered into a $2.4 million note payable with Anania & Associates Investment Company LLC. The AAI Note was repaid during the six months ended July 3, 2026. Refer to Note 12 – Debt for further information.
During the year ended December 31, 2025, the Company entered into a $1.7 million note payable with Poly Labs, which is majority owned by the Company’s CEO. The Poly Labs Note Payable was repaid on January 19, 2026. Refer to Note 12 – Debt for further information.
During the year ended December 31, 2023, the Company and an employee of the Company entered into a note receivable, which consisted of a note bearing interest at 1.5% with an initial maturity date of August 31, 2025. In November 2025, the parties agreed to extend the maturity date of the note to March 1, 2026. In May 2026, the parties agreed to extend the maturity date of the note to June 1, 2026. The note receivable was repaid during the three and six months ended July 3, 2026. As of December 31, 2025, the outstanding balance on the note receivable was approximately $0.2 million and was included in related party receivables on the consolidated balance sheet.
During the year ended December 31, 2023, the Company entered into a $20.0 million term note with Great Falls Property, LLC, which is owned by a principal stockholder. The loan proceeds were used to fund a portion of one of the Company’s 2023 acquisitions. On April 23, 2026, the Company repaid the Great Falls Term Loan, and the loan was terminated. Refer to Note 12 – Debt for further information.
During the year ended December 31, 2023, the Company entered into a $2.0 million line of credit with the Company’s CEO, which was further increased to $2.5 million as a result of an amendment entered into during the year ended December 31, 2025. The loan proceeds were used to fund working capital needs. On January 1, 2026, the Company amended the maturity date of the CEO Line of Credit. On May 1, 2026, the Company repaid the CEO Line of Credit, and the CEO Line of Credit was terminated. Refer to Note 12 – Debt for further information.
15. STOCK – BASED COMPENSATION

Stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite service period (generally the vesting period of the equity grant).

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The Company has issued stock-based awards through several plans that are described in detail below. Stock-based compensation recognized under these plans was included within the following consolidated statements of operations line items for the three and six months ended July 3, 2026: $10.3 million and $10.9 million in general and administrative expenses, respectively, $3.6 million and $3.6 million in research and development expenses, respectively, and $0.3 million and $0.3 million in cost of goods sold, respectively. Stock-based compensation expense for the three and six months ended June 30, 2025 was included in general and administrative expenses. Stock-based compensation by award type is as follows (in thousands):

Stock-based compensation related to:
Three Months
Ended
July 3,
2026
Three Months
Ended
June 30,
2025
Six Months Ended
July 3,
2026
Six Months
Ended
June 30,
2025
Stock-settled awards:
Restricted stock awards $ 2,130  $ 383  $ 2,775  $ 383 
Restricted stock units 774 —  774 — 
Stock appreciation rights settled in shares 7,186 —  7,186 — 
Total stock-settled awards
10,090 383 10,735 383
Stock appreciation rights settled in cash 4,063 —  4,063 — 
Total stock-based compensation expense $ 14,153  $ 383  $ 14,798  $ 383 

Restricted Stock Awards

The Company granted restricted stock awards to employees under the 2025 Equity Incentive Plan, which was adopted on April 1, 2025, and assumed by the Company's 2026 Equity Incentive Plan on April 17, 2026. During the year ended December 31, 2025, the Company granted 530,890 shares of restricted stock to employees that included service-based vesting conditions and vest over a period of one to three years, subject to a cliff and potential acceleration upon a qualifying liquidity event, which in some circumstances included an initial public offering. The aggregate grant date fair value of restricted stock granted during the year ended December 31, 2025 with service-based vesting conditions was $4.6 million. In connection with the IPO, the vesting of 73,500 shares of restricted stock accelerated. During the year ended December 31, 2025, the Company granted 80,000 shares of restricted stock to employees that vest solely based on a performance-based vesting condition tied to a liquidity event, which in some circumstances included an initial public offering, which is not probable until it occurs. In connection with the IPO, the 80,000 shares of restricted stock with performance-based vesting conditions accelerated and the Company recognized $0.9 million of stock-based compensation expense during the three months ended July 3, 2026. In total, the Company recognized approximately $2.1 million and approximately $2.8 million of stock-based compensation expense related to restricted stock awards during the three and six months ended July 3, 2026, respectively. The Company recognized approximately $0.4 million and approximately $0.4 million of stock-based compensation expense related to restricted stock awards during the three and six months ended June 30, 2025, respectively. The following table summarizes changes in restricted stock activity, excluding awards with performance-based vesting conditions, during the six months ended July 3, 2026:
Shares
Weighted-Average Grant Date
 Fair Value
 per Share
Unvested as of December 31, 2025 530,890  $ 8.72 
Granted —  — 
Vested (73,500) 11.51 
Cancelled —  — 
Unvested as of July 3, 2026 457,390  $ 8.77 
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The total fair value of 73,500 restricted stock awards that vested during the six months ended July 3, 2026 was $0.8 million. As of July 3, 2026, there was approximately $1.3 million of total unrecognized compensation cost related to unvested restricted stock awards, which is expected to be recognized over a weighted-average period of 1.1 years.
Restricted Stock Units
In connection with the IPO, the Company adopted the 2026 Equity Incentive Plan, which permits the Company to issue stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other types of awards (collectively, “awards”) to employees, consultants, or directors as compensation for services. The Company is permitted to issue up to a maximum number of shares of common stock underlying the awards of (A) 3,616,003 shares, plus (B) an increase commencing on January 1, 2027 and continuing annually on each anniversary thereof through and including January 1, 2036, equal to the lesser of (i) 3.0% of the shares of common stock outstanding on the last day of the immediately preceding calendar year and (ii) such smaller number of shares of common stock as determined by the board of directors. Restricted stock units generally vest over a period ranging from one to five years of service, and restricted stock units and stock appreciation rights granted under the Plan have a maximum contractual term of 10 years from the date of grant. Shares issued upon the exercise of stock options or stock appreciation rights, or upon the vesting of restricted stock units, are issued from authorized but unissued shares of common stock. The Company accounts for forfeitures of awards as they occur, which is applied on an entity-wide basis to all awards outstanding under the 2026 Equity Incentive Plan. The Company measures the fair value of stock options and stock appreciation rights using the Black-Scholes option-pricing model. Restricted stock units are measured at the closing price of the Company’s common stock on the date of grant. For the three and six months ended July 3, 2026, the Company recognized approximately $0.8 million and $0.8 million, respectively, of stock-based compensation related to restricted stock units.

The following table summarizes changes in restricted stock unit activity, during the six months ended July 3, 2026:
Shares
Weighted-Average Grant Date
 Fair Value
 per Share
Unvested as of December 31, 2025
— $ — 
Granted 657,704 13.59 
Vested — — 
Cancelled — — 
Unvested as of July 3, 2026
657,704 $ 13.59 

As of July 3, 2026, there was approximately $8.0 million of total unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted-average period of 1.7 years.

Stock Appreciation Rights

The Company previously granted unit appreciation rights (“UARs”) in a consolidated subsidiary to certain employees which entitle the employees to cash payments upon the occurrence of a qualifying liquidity event. The Company accounted for these awards as a cash-settled profit-sharing bonus arrangement. For the three and six months ended June 30, 2025, no compensation expense was recorded in these consolidated financial statements related to the unit appreciation rights, as the Company determined that a qualifying liquidity event was not probable.
During the three and six months ended July 3, 2026, in connection with the Reorganization, the Company modified the UARs and issued replacement awards in the form of 987,700 stock appreciation rights (“SARs”) with an exercise price of $0.91 per SAR. Because the UARs were not probable of vesting and no compensation cost had been recognized prior to the modification, the Company measured the incremental compensation cost of the modification as the entire modification-date fair value of the replacement SARs. The SARs are accounted for as stock-based compensation and vest based upon a performance-based vesting condition tied to a qualifying liquidity event, including an initial public offering, which is not probable until it occurs. Upon the occurrence of the initial public offering, 677,280 SARs were settled with common stock (“equity-settled SARs”) and the remaining 310,420 SARs were settled in cash (“cash settled SARs’).

The equity-settled SARs had a modification date fair value was approximately $7.2 million. The fair value of the equity-settled SARs was estimated using the Black-Scholes option-pricing model with the following weighted-average
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assumptions: expected term of 0.58 years, expected volatility of 44.7%, expected dividend yield of 0%, and a risk-free interest rate of 3.77%. Expected volatility was based on the implied volatility of a group of guideline public companies, as the Company does not have sufficient trading history in its own common stock. The cash settled SARs are classified as liability awards and the associated compensation cost is recognized based upon the fair value of the SARs when the performance-based vesting condition is probable of being met. In connection with the IPO, all outstanding SARs vested and the Company recognized approximately $11.2 million of stock-based compensation expense related to stock appreciation rights during the three and six months ended July 3, 2026, of which $4.1 million was settled in cash. As all outstanding SARs vested in connection with the IPO, there was no unrecognized compensation cost related to the SARs as of July 3, 2026.


16. NET (LOSS) INCOME PER SHARE
Basic and diluted net (loss) income per share were calculated as follows (in thousands, except share and per share amounts):
Three Months Ended
July 3,
2026
Three Months
Ended
June 30,
2025
Six Months Ended
July 3,
2026
Six Months
Ended
June 30,
2025
Numerator:
(Loss) income from continuing operations $ (4,488) $ 2,130  $ (4,826) $ 3,983 
Loss from discontinued operations —  (890) —  (1,546)
Net (loss) income $ (4,488) $ 1,240  $ (4,826) $ 2,437 
Denominator:
Weighted average shares outstanding – basic 28,414,861  20,123,187  24,223,725  20,123,187 
Weighted average effect of potentially dilutive securities:
Effect of potentially dilutive securities —  145,095  —  72,948 
Weighted average shares outstanding – diluted 28,414,861  20,268,282  24,223,725  20,196,135 
Net (loss) income per share – continuing operations:
Basic $ (0.16) $ 0.11  $ (0.20) $ 0.20 
Diluted $ (0.16) $ 0.11  $ (0.20) $ 0.20 
Net loss per share – discontinued operations:
Basic $ —  $ (0.05) $ —  $ (0.08)
Diluted $ —  $ (0.05) $ —  $ (0.08)
Net (loss) income per share:
Basic $ (0.16) $ 0.06  $ (0.20) $ 0.12 
Diluted $ (0.16) $ 0.06  $ (0.20) $ 0.12 
For the three months ended July 3, 2026, the weighted average shares outstanding – basic reflects 20,122,721 shares of common stock that were outstanding for the entire three month period, plus a weighted average of 9,857,142 shares issued upon execution of the IPO and 479,635 additional shares of common stock issued during the three months ended July 3, 2026, each weighted for the portion of the period such shares were outstanding. The Company reported a net loss for the period; therefore, the effect of all potential common shares was anti-dilutive and excluded from weighted average shares outstanding - diluted. Potential dilutive shares excluded from the computation of weighted average shares outstanding - diluted consisted of 457,390 restricted stock awards and 657,704 restricted stock units.

For the three months ended June 30, 2025, weighted average shares outstanding - basic includes 20,122,721 shares of Class A common stock and 466 shares of Class B common stock. For the three months ended June 30, 2025, weighted average shares outstanding - diluted included 145,095 incremental shares calculated under the treasury stock method, which reflects a weighted-average unrecognized compensation expense of $2.6 million associated with outstanding stock-based payment awards
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For the six months ended July 3, 2026, weighted-average shares outstanding – basic reflects 20,122,721 shares of common stock that were outstanding for the entire six month period, plus a weighted average of 9,857,142 shares issued upon execution of the IPO and 479,635 additional shares of common stock issued during the six months ended July 3, 2026, each weighted for the portion of the period such shares were outstanding. The Company reported a net loss for the period; therefore, the effect of all potential common shares was anti-dilutive and excluded from weighted average shares outstanding - diluted. Potential dilutive shares excluded from the computation of diluted weighted average consisted of 457,390 restricted stock awards and 657,704 restricted stock units.
For the six months ended June 30, 2025, weighted average shares outstanding - basic includes 20,122,721 shares of Class A common stock of 20,122,721 shares and 466 shares of Class B common stock. For the six months ended June 30, 2025, the weighted average shares outstanding - diluted included 72,948 incremental shares calculated under the treasury stock method, which reflects a weighted-average unrecognized compensation expense of $1.1 million associated with outstanding stock-based payment awards.
Pro Forma Net (Loss) Income Per Share
The following pro forma net (loss) income per share information is presented for comparative purposes only and does not purport to be indicative of the results that would have been achieved had the Reorganization occurred at an earlier date, nor of future results.
The following table sets forth a reconciliation of the numerators and denominators used to compute pro forma basic and diluted net (loss) income per share (in thousands, except share and per share amounts):
Three Months Ended Six Months Ended
July 3,
2026
June 30,
2025
July 3,
2026
June 30,
2025
Numerator:
Net (loss) income $ (4,488) $ 1,240  $ (4,826) $ 2,437 
Income tax effects of Reorganization(a)
—  (86) 3,791  (169)
Pro forma net (loss) income
$ (4,488) $ 1,154  $ (1,035) $ 2,268 
Denominator:
Pro forma weighted average common stock outstanding – basic(b)
28,414,861 20,123,187 24,223,725 20,123,187
Pro forma weighted average common stock outstanding – diluted(b,c)
28,414,861 20,268,282 24,223,725 20,196,135
Pro forma net (loss) income per share – basic
$ (0.16) $ 0.06  $ (0.04) $ 0.11 
Pro forma net (loss) income per share – diluted
$ (0.16) $ 0.06  $ (0.04) $ 0.11 
_______________________________________________________________________
(a)Following the Reorganization, the Company is subject to U.S. federal and applicable state income taxes. The adjustment for income taxes reflects the estimated income tax expense that would have been recognized had the Reorganization occurred on January 1, 2025, based on an effective tax rate of (91.5)% and (73.2)% for the three and six months ended July 3, 2026, and 6.95% for the three and six months ended June 30, 2025. No pro forma adjustment for income taxes was required for the three months ended July 3, 2026, as the Reorganization was already in effect for the entirety of that period, such that the Company's actual effective tax rate for the three months ended July 3, 2026 reflects its full corporate tax status without adjustment. The pro forma effective tax rate for the six months ended July 3, 2026 represents the Company's actual effective tax rate for the period, excluding the effect of the deferred tax adjustment of $3.5 million, which was recognized in the period of the Reorganization and does not reflect ongoing income tax expense, and other discrete tax impacts of $0.3 million related to the Reorganization. Because the Reorganization occurred during the three months ended April 3, 2026, these amounts are fully reflected within the six month period and no incremental adjustment relates to the three months ended July 3, 2026. For the three and six months ended June 30, 2025, the difference between the U.S. federal statutory rate of 21.0% and the effective tax rate of 6.95% is primarily driven by a 15.45% reduction due to federal tax credits, partially offset by other immaterial rate items of 1.4%, including state taxes and permanent differences. The pro forma income tax effect for the three and six months ended June 30, 2025 includes the results of discontinued operations.
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(b)Pro Forma as adjusted weighted average common stock outstanding (basic and diluted) reflects the Reorganization as if it occurred on January 1, 2025, including the impact of the Reorganization, resulting in 20,122,721 shares of Class A common stock issued and outstanding and 466 shares of Class B common stock issued and outstanding.
(c)The potential impact on the pro forma weighted average common stock outstanding (diluted) of 657,704 shares of restricted stock units, 457,390 restricted stock awards, and 677,280 of stock appreciation rights were evaluated under the treasury stock method. There was no impact of dilutive shares for the three and six months ended July 3, 2026, as the Company operated at a net loss for both periods. For the three and six months ended June 30, 2025, the Company determined that the impact represented 145,095 and 72,948 dilutive shares, respectively, considering the weighted average unrecognized compensation costs of approximately $2.6 million and $1.1 million, respectively, and the estimated fair value of our common stock for the period.
17. INCOME TAXES
The Company’s domestic and foreign net loss before income tax (benefit) provision for the three and six months ended July 3, 2026 consists of the following (in thousands):
Three Months
Ended
July 3,
2026
Six Months Ended
July 3,
2026
Domestic $ (7,954) $ (3,596)
Foreign (284) (270)
Total $ (8,238) $ (3,866)
The Company’s income tax (benefit) provision for the three and six months ended July 3, 2026 consists of the following (in thousands):
Three Months Ended
July 3,
2026
Six Months Ended
July 3,
2026
Current
Federal $ (3,050) $ (3,050)
State (29) 23 
Foreign —  — 
Total current (3,079) (3,027)
Deferred
Federal (647) 3,988 
State (19) 88 
Foreign (5) (89)
Total deferred (671) 3,987 
Total income tax (benefit) provision $ (3,750) $ 960 
The approximate tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are as follows (in thousands):
July 3,
2026
Deferred tax assets:
Lease liabilities $ 2,672 
Accrued expenses and other reserves 1,668 
Tax credits 906 
Deferred revenue 722 
Stock-based compensation 549 
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Net operating loss carryforwards 89 
Other 237 
Total deferred tax assets 6,843 
Deferred tax liabilities:
Excess of book over tax basis of fixed assets (6,806)
Right-of-use assets (2,545)
Unrealized gains (1,055)
Intangible assets (237)
Other (187)
Total deferred tax liabilities (10,830)
Net deferred tax liabilities $ (3,987)
The amounts recorded as deferred tax assets as of July 3, 2026 represent the amount of tax benefits of existing deductible temporary differences that are more likely than not to be realized through the generation of sufficient future taxable income. The Company had gross deferred tax assets of approximately $6.8 million as of July 3, 2026, which it believes are more likely than not to be realized. Management reviews the recoverability of deferred tax assets during each reporting period.
The actual tax provision for the three and six months ended July 3, 2026 differs from that derived from using a U.S federal statutory rate of 21% to income before income tax expense as follows (in thousands):
Three Months Ended
July 3, 2026
Six Months Ended
July 3, 2026
U.S. federal statutory rate $ (1,730) 21.0  % $ (812) 21.0  %
Increase (decrease) in income taxes resulting from:
State and local income tax, net of federal income tax effect (101) 1.2  (69) 1.8 
Foreign tax effects:
Germany (40) 0.5  (26) 0.7 
Effect of changes in tax laws or rates enacted in the current period (net deferred tax liabilities established in connection with the Reorganization) —  3,533  (91.4)
Effect of cross-border tax laws:
Global Intangible low-taxed income (60) 0.7  (53) 1.4 
Foreign-derived intangible income 209  (2.5) 140  (3.6)
Nontaxable or nondeductible items:
Tax credits 409  (5.0) 269  (7.0)
Stock-based compensation (831) 10.1  (756) 19.6 
Officers compensation (792) 9.6  (792) 20.5 
Other (73) 0.9  (49) 1.3 
Income from debt forbearance —  —  258  (6.7)
Other reconciling items (741) 9.1  (683) 17.8 
Effective tax rate $ (3,750) 45.6  % $ 960  (24.8) %
The state and local tax jurisdiction that makes up the majority of the effect of the state and local income tax line item in 2026 is Massachusetts. The Company files income tax returns in the U.S. federal, state, and certain non-U.S. jurisdictions. The Company is subject to U.S. federal and state income tax examinations by authorities for tax years ending after December 31, 2021. The Company is subject to income tax examinations by authorities in its non-U.S. jurisdictions for tax years ending after December 31, 2020.
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The tax benefit recognized during the interim period was driven primarily by the year-to-date pretax loss incurred through July 3, 2026. However, the Company’s estimated annual effective tax rate is based on forecasted full-year results, including projected income in subsequent interim periods. As a result, the Company recorded an interim tax benefit through July 3, 2026, while continuing to forecast income tax expense for the fiscal year ending January 1, 2027.

Prior to the reorganization, the Company operated as an S corporation (treated as a partnership for U.S. federal income tax purposes) and, accordingly, was not subject to U.S. federal entity-level income taxation during the periods preceding the IPO.

18. COMMITMENTS AND CONTINGENCIES
Litigation
In the normal course of business, the Company may become subject to various claims and litigation. The Company may also become subject to threatened or pending legal actions arising from activities of contractors. A liability is recorded for claims or other contingencies when the risk of loss is probable and the amount can be reasonably estimated. Legal fees are expensed as incurred. As of July 3, 2026 and December 31, 2025, the Company was not subject to any material litigation nor was the Company aware of any material litigation threatened against it.
Retirement Plans
The Company and its subsidiaries maintain defined contribution 401(k) plans for eligible employees. Eligibility generally requires employees to be at least 21 years of age and to have completed a minimum service period. The plans provide for employer matching contributions, which are recognized as expense when incurred.
Total matching contributions for the three months ended July 3, 2026 and June 30, 2025, was approximately $0.6 million and $0.7 million, respectively, of which approximately $0.5 million and $0.5 million, respectively, were included within cost of goods sold, less than $0.1 million and less than $0.1 million, respectively, were included in general and administrative expenses, less than $0.1 million and less than $0.1 million, respectively, were included in sales and marketing, and less than $0.1 million and less than $0.1 million, respectively were included in research and development in the consolidated statements of operations.
Total matching contributions for the six months ended July 3, 2026 and June 30, 2025, was approximately $1.3 million and $1.5 million, respectively, of which approximately $1.0 million and $1.2 million, respectively, were included within cost of goods sold, $0.1 million and $0.1 million, respectively, were included in general and administrative expenses, $0.1 million and less than $0.1 million, respectively, were included in sales and marketing, and less than $0.1 million and less than $0.1 million, respectively were included in research and development in the consolidated statements of operations.

As of July 3, 2026 all matching contributions had been paid and as of December 31, 2025, all matching contributions had been paid except for approximately $0.1 million, which remained unpaid and was included in accrued expenses and other current liabilities in the consolidated balance sheets.

Additionally, the Company makes contributions to a union retirement plan on behalf of its union employees at fixed rates based on hours worked. During the three months ended July 3, 2026 and June 30, 2025, expenses associated with these contributions totaled approximately $0.1 million for both periods. During the six months ended July 3, 2026 and June 30, 2025, expenses associated with these contributions totaled approximately $0.2 million for both periods.

Supplier Agreement
In 2024, the Company entered into a five-year supply agreement with a vendor for the purchase of raw materials. Pursuant to the terms of the agreement, the Company made a prepayment of approximately $0.7 million, which will be applied against future purchases in accordance with the contractual schedule. As of July 3, 2026 and December 31, 2025, approximately $0.5 million and $0.6 million, respectively, of the prepayment is classified as other assets, and as of December 31, 2025, approximately $0.1 million is included in prepaid and other current assets in the consolidated balance sheets.
19. SEGMENTS
The Company operates and manages its business through its divisions: CMC and EMP. Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the CODM,
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the Company’s CEO, in deciding how to allocate resources, assess performance, and establish budgets and forward-looking forecasts.
The Company reports its financial results in two operating and reportable business segments: CMC and EMP. The Company’s reportable segments reflect the way in which internally reported financial information is used to make decisions and allocate resources, as the CODM primarily reviews financial performance at distinct levels between CMC and EMP when making operating decisions, allocating resources, and evaluating financial performance. Refer to Note 1 — Business and Organization for further information on the operations of the CMC and EMP divisions. The segment information below excludes the results from discontinued operations.
The remaining operations of the Company do not meet the quantitative thresholds for separate segment disclosure and are included within Corporate and Other in the below reconciliation of reportable segment results to the Company’s consolidated results. Corporate and Other includes corporate administrative functions and other consolidated entities that are insignificant to the Company’s consolidated results.
The CODM assesses performance and decides how to allocate resources and make operating decisions based on income from continuing operations before taxes that is reported on the consolidated statements of operations. This metric is also used to monitor budget versus actual results. The measure of segment assets is reported on the consolidated balance sheets as total assets. Revenues, expenses, and assets requiring disclosure by segment are also included in the accompanying consolidated financial statements.
The following tables (i) summarize total revenues by segment, (ii) reconcile each segment’s revenues to their respective segment operating income, including segment operating expenses, (iii) reconcile each segment’s income from continuing operations before taxes and (iv) reconcile (loss) income from continuing operations for the three and six months ended July 3, 2026 and June 30, 2025 (in thousands):
Three Months Ended July 3, 2026
CMC EMP Corporate and Other Total
Revenue:
Revenue – Point in time $ 41,378  $ 6,859  $ —  $ 48,237 
Revenue – Over time 15,669  2,495  —  18,164 
Total revenue 57,047  9,354  —  66,401 
Cost of goods sold 42,131  7,660  —  49,791 
Gross profit 14,916  1,694  —  16,610 
Operating expenses:
General and administrative(1)
3,298  1,626  12,856  17,780 
Research and development(2)
4,056  265  —  4,321 
Sales and marketing 1,371  579  187  2,137 
Operating expenses 8,725  2,470  13,043  24,238 
Operating income (loss) 6,191  (776) (13,043) (7,628)
Interest expense (income) 361  66  (300) 127 
Interest expense – related party 99  —  134  233 
Change in fair value of derivative asset —  —  881  881 
Gain on remeasurement of fair value of marketable securities —  —  (445) (445)
Other (income) expense, net
(49) (33) (104) (186)
Income (loss) from continuing operations before taxes 5,780  (809) (13,209) (8,238)
Income tax benefit
—  —  (3,750) (3,750)
Income (loss) from continuing operations $ 5,780  $ (809) $ (9,459) $ (4,488)
_______________________________________________________________________
(1)Includes stock-based compensation of approximately $10.3 million, of which $10.0 million, $0.2 million, and $0.1 million were included within the Corporate and Other segment, CMC, and EMP segment, respectively.
(2)Includes stock-based compensation of approximately $3.6 million, all included in the CMC segment.
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Three Months Ended June 30, 2025
CMC EMP Corporate and Other Total
Revenue:
Revenue – Point in time $ 32,518  $ 6,927  $ —  $ 39,445 
Revenue – Over time 9,187  498  —  9,685 
Total revenue 41,705  7,425  —  49,130 
Cost of goods sold 33,599  5,384  —  38,983 
Gross profit 8,106  2,041  —  10,147 
Operating expenses:
General and administrative 2,135  1,028  853  4,016 
Research and development 675  334  —  1,009 
Sales and marketing 1,146  585  145  1,876 
Operating expenses 3,956  1,947  998  6,901 
Operating income (loss) 4,150  94  (998) 3,246 
Interest expense 609  95  89  793 
Interest expense (income) – related party 377  50  (50) 377 
Loss on remeasurement of the fair value of marketable securities
—  —  23  23 
Other (income) expense, net (26) (32) (19) (77)
Income (loss) from continuing operations before taxes 3,190  (19) (1,041) 2,130 
Income tax provision —  —  —  — 
Income (loss) from continuing operations $ 3,190  $ (19) $ (1,041) $ 2,130 
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Six Months Ended July 3, 2026
CMC EMP Corporate and Other Total
Revenue:
Revenue – Point in time $ 72,555  $ 13,139  $ —  $ 85,694 
Revenue – Over time 32,698  4,016  —  36,714 
Total revenue 105,253  17,155  —  122,408 
Cost of goods sold 80,546  13,404  —  93,950 
Gross profit 24,707  3,751  —  28,458 
Operating expenses:
General and administrative(1)
5,990  3,044  15,814  24,848 
Research and development(2)
4,574  595  2  5,171 
Sales and marketing 2,737  1,127  340  4,204 
Operating expenses 13,301  4,766  16,156  34,223 
Operating income (loss) 11,406  (1,015) (16,156) (5,765)
Interest expense (income) 903  155  (318) 740 
Interest expense – related party 467  78  315  860 
Change in fair value of derivative asset —  —  (2,214) (2,214)
Gain on remeasurement of fair value of marketable securities
—  —  (1,081) (1,081)
Other income, net
(38) (62) (104) (204)
Income (loss) from continuing operations before taxes 10,074  (1,186) (12,754) (3,866)
Income tax provision —  4  956  960 
Income (loss) from continuing operations $ 10,074  $ (1,190) $ (13,710) $ (4,826)
____________________________________________________________________
(1)Includes stock-based compensation of approximately $10.9 million, of which $10.6 million, $0.2 million, and $0.1 million were included within the Corporate and Other segment, CMC segment, and EMP segment, respectively.
(2)Includes stock-based compensation of approximately $3.6 million, all included in the CMC segment..
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Six Months Ended June 30, 2025
CMC EMP Corporate and Other Total
Revenue:
Revenue – Point in time $ 65,578  $ 13,138  $ —  $ 78,716 
Revenue – Over time 15,240  1,561  —  16,801 
Total revenue 80,818  14,699  —  95,517 
Cost of goods sold 66,795  9,964  —  76,759 
Gross profit 14,023  4,735  —  18,758 
Operating expenses:
General and administrative 3,780  2,319  1,176  7,275 
Research and development 1,152  668  —  1,820 
Sales and marketing 2,350  921  288  3,559 
Operating expenses 7,282  3,908  1,464  12,654 
Operating income (loss) 6,741  827  (1,464) 6,104 
Interest expense 944  190  169  1,303 
Interest expense (income) – related party 769  105  (81) 793 
Loss on remeasurement of the fair value of marketable securities
—  —  23  23 
Other (income) expense, net 24  (57) 35  2 
Income (loss) from continuing operations before taxes 5,004  589  (1,610) 3,983 
Income tax provision —  —  —  — 
Income (loss) from continuing operations $ 5,004  $ 589  $ (1,610) $ 3,983 

For the three months ended July 3, 2026, there was one customer related to the CMC segment that accounted for more than 10% of the Company’s total revenue, accounting for approximately 11% of total revenue for the period. For the three months ended June 30, 2025, there was one customer related to the CMC segment that accounted for more than 10% of the Company’s total revenue, accounting for approximately 12% of the total revenue for the period.

For the six months ended July 3, 2026, there was one customer related to the CMC segment that accounted for more than 10% of the Company’s total revenue, accounting for approximately 11% of total revenue for the period. For the six months ended June 30, 2025, there was one customer related to the CMC segment that accounted for more than 10% of the Company’s total revenue, accounting for approximately 12% of the total revenue for the period.

Depreciation and amortization expense by segment for the three and six months ended July 3, 2026 and June 30, 2025 were as follows (in thousands):
Three Months Ended July 3, 2026
CMC EMP
Corporate
and Other
Total
Depreciation and amortization $ 1,584  $ 272  $ —  $ 1,856 
Total depreciation and amortization $ 1,584  $ 272  $ —  $ 1,856 
Three Months Ended June 30, 2025
CMC EMP Corporate and Other Total
Depreciation and amortization $ 1,333  $ 278  $ —  $ 1,611 
Total depreciation and amortization $ 1,333  $ 278  $ —  $ 1,611 
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Six Months Ended July 3, 2026
CMC EMP
Corporate
and Other
Total
Depreciation and amortization $ 3,216  $ 560  $ 3  $ 3,779 
Total depreciation and amortization $ 3,216  $ 560  $ 3  $ 3,779 


Six Months Ended June 30, 2025
CMC EMP Corporate and Other Total
Depreciation and amortization $ 2,648  $ 567  $ —  $ 3,215 
Total depreciation and amortization $ 2,648  $ 567  $ —  $ 3,215 

Total assets for the Company’s business segments, as of July 3, 2026 and December 31, 2025, were as follows (in thousands):

July 3, 2026
CMC EMP Corporate and Other Total
Total assets $ 144,335  $ 13,989  $ 125,904  $ 284,228 
December 31, 2025
CMC EMP Corporate and Other Total
Total assets $ 148,704  $ 26,322  $ 620  $ 175,646 
Capital expenditures net of grants proceeds, by segment during the six months ended July 3, 2026 and June 30, 2025 were as follows (in thousands):
Six Months Ended July 3, 2026
CMC EMP Corporate and Other Total
Purchases of property, plant and equipment, net of grant proceeds $ 3,039  $ 102  $ —  $ 3,141 
Six Months Ended June 30, 2025
CMC EMP Corporate and Other Total
Purchases of property, plant and equipment, net of grant proceeds $ 4,490  $ 101  $ 11  $ 4,602 
The accounting policies of the business segments are the same as those for the Company.
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As of July 3, 2026 and December 31, 2025, geographic information about long-lived assets associated with particular regions are as follows (in thousands):
July 3, 2026
United States Europe Total
Property, plant and equipment, net $ 42,372  $ 85  $ 42,457 
Operating lease right-of-use assets 11,768  9  11,777 
Intangible assets, net 6,322  236  6,558 
Goodwill 2,686  1,841  4,527 
Deferred tax assets, net —  88  88 
Other assets 724  —  724 
Total long-lived assets $ 63,872  $ 2,259  $ 66,131 
December 31, 2025
United States Europe Total
Property, plant and equipment, net $ 42,342  $ —  $ 42,342 
Operating lease right-of-use assets 10,570  16  10,586 
Intangible assets, net 6,922  262  7,184 
Goodwill 2,685  1,898  4,583 
Other assets 878  —  878 
Total long-lived assets $ 63,397  $ 2,176  $ 65,573 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited consolidated financial statements and the related notes appearing elsewhere in this Report. In addition to our unaudited consolidated financial statements, the following discussions and other parts of this Report contain forward-looking statements that reflect our plans, objectives, expectations, intentions, and beliefs, which involve risks, uncertainties and assumptions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” included elsewhere in this Report.
Overview
We provide precision-engineered components and advanced high-energy systems for growth markets requiring advanced technology involving Critical Materials, such as tungsten, molybdenum and niobium and High-Power Microwave, such as plasma, radar, and high energy research. Our products and solutions are integral to the Aerospace, Defense and Government, Industrial, Medical, Semiconductor and Electronics and Energy industries. These are industries which require components capable of performing in extreme thermal, electromagnetic, and technical environments for vital use cases. Our fundamental mission is to strengthen U.S. domestic manufacturing capabilities to support the United States and its allies’ needs in both Critical Materials and advanced High-Power Microwave systems. We believe we are the leader and sole-source U.S. producer of many highly engineered Critical Materials products and a leading designer and manufacturer of High-Power Microwave components in the United States.
Our business is organized into two divisions: (i) Critical Materials Components (“CMC”) and (ii) Engineered Microwave Products (“EMP”). Through our CMC and EMP divisions, we own and operate a vertically integrated engineering-to-production system, with custom design, development, and processing expertise for Critical Materials and High-Power Microwave that we believe is unmatched in our markets and the industries in which we compete. Our Critical Materials engineering and production expertise enables us to custom design elegant solutions for some of the most challenging environments on the planet. Our High-Power Microwave expertise capitalizes on our vertically integrated engineering-to-production system, enabling us to deliver microwave energy solutions with custom design and development expertise. We believe these capabilities provide a significant competitive advantage in our markets and the industries in which we compete.
We are proud to be the only U.S.-owned and U.S.-based manufacturer of highly engineered tungsten and molybdenum products through our CMC division. We control the powder production, pressing, sintering, forming, milling and engineering of tungsten and molybdenum oxide to the finished engineered product. Our CMC products support many of the DoW’s most critical programs on land, sea and air. Our engineering expertise in our EMP division has enabled us to provide products and services to a wide variety of existing and emerging programs also supporting the DoW and space sector leaders like Lockheed Martin, Raytheon, Teledyne and NASA. Our products are widely used in over 95 national lab programs, including in benchmark research and development facilities such as Fermi and Los Alamos and many others around the world. Because of the common relationship among some of the products we offer, we are regularly able to incorporate our Critical Materials and our High-Power Microwave components in the same defense programs and high-powered energy research facilities throughout the United States, United Kingdom and Europe.
Through our CMC and EMP divisions, our comprehensive in-house design and manufacturing capabilities are supported by close to 100 engineers, engineering technicians, radio frequency (“RF”) experts and metallurgists. Our customers benefit from the specialized expertise, know-how and product design we have developed in both engineered high-temperature, highly dense Critical Materials and High-Power Microwave technology. Our specific capabilities provide our customers with a value proposition which allows these customers to simplify their supply chain, increase their speed to market and maintain competitive cost structures. Our engineering expertise and established track record position us to serve customers who need a systems solution required to withstand extreme environments and meet stringent performance requirements. These customers rely on us to deliver technical design and scaled manufacturing of integrated systems to meet these standards. Given the critical nature of the components and solutions we provide, we engage with customers early in their design cycle to develop difficult-to-replicate solutions, using our difficult-to-replicate processes and equipment, creating a competitive advantage.
Through our CMC and EMP divisions, we leverage our vertical integration and engineering capabilities to provide our products and services to five high-growth, strategically critical U.S. and global end-markets, who require components
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capable of performing in extreme thermal, electromagnetic, and mechanical environments including: Aerospace, Defense and Government, Industrial, Medical, Semiconductor and Electronics and Energy.
Corporate Reorganization and Structure
We are a Delaware corporation with headquarters in Portland, Maine and founded on September 13, 2024, for the purpose of acquiring, owning and operating Elmet Tech and Microwave Techniques. On January 2, 2026, we completed the Reorganization, as a result of which we now wholly own our two primary operating subsidiaries, Elmet Tech and Microwave Techniques (see “— Reorganization” below). We acquired our original interest in Elmet Tech, a company originally established in 1929, in 2015 and became Elmet Tech’s majority member in 2021. In 2023, we acquired H.C. Starck’s operating entities H.C. Starck Solutions Coldwater LLC and H.C. Starck Solutions Euclid LLC. These entities were renamed Elmet Coldwater LLC and Elmet Euclid LLC in 2024. Also in 2024, all the operating assets of Elmet Coldwater and Elmet Euclid were transferred to Elmet Tech. Elmet Coldwater and Elmet Euclid now act as real estate holding companies. We have owned Microwave Techniques, which originally began operations in 1989, since 2000. In 2023, we acquired Valvo in Hamburg, Germany for Microwave Techniques. We followed up this acquisition with the acquisition of Symphony in November 2025.
Reorganization
Prior to January 2, 2026, Peter V. Anania, our Chief Executive Officer and Chairman, was the President and majority stockholder of Anania & Associates, a Maine corporation (“A&A”), and through his personal holdings and the holdings of A&A, Mr. Anania was the holder of a majority of the voting interests of Anania & Associates Investment Company, LLC (“AAI”). Prior to January 2, 2026, AAI was the majority holder of the membership interests of each of Elmet Tech and Microwave Techniques. The Reorganization will be prospectively recognized in 2026 with recasting of historical financial information.
On October 1, 2025, A&A distributed its membership interests in Polymer Laboratories and Solutions LLC (“Poly Labs”) that it held to its stockholders (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Acquisitions and Divestitures — Recent Divestitures” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Discontinued Operations” herein).
On January 2, 2026 (the following actions and transactions collectively termed the “Reorganization”):
•AAI distributed the membership interests in Elmet Tech and Microwave Techniques that it held to A&A in redemption of A&A’s interests in AAI, which resulted in A&A becoming the direct, rather than indirect, owner of the Elmet Tech and Microwave Techniques membership interests previously held by AAI, as well as A&A no longer being a member of AAI;
•We adopted our amended and restated certificate of incorporation, which, among other things, bifurcated our common stock into two classes, Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), and Class B Common Stock, par value $0.001 per share (“Class B Common Stock”), with the Class A Common Stock having one vote per share and the Class B Common Stock having 10,000 votes per share but no economic rights;
•We issued to Mr. Anania 466 shares of Class B Common Stock for an aggregate consideration of $25,000 (the “Subscription Agreement”); and
•We directly acquired all of the (i) outstanding membership interests of each of Elmet Tech and Microwave Techniques and (ii) the outstanding stock of A&A (together, the “Contributed Interests”) in exchange for, in each case, shares of Class A Common Stock pursuant to a Contribution Agreement among the Company, the members of Elmet Tech, the members of Microwave Techniques and the stockholders of A&A (the “Contribution Agreement”) and the cancellation of all of A&A’s membership interests in Elmet Tech and Microwave Techniques.
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The diagram below depicts the material aspects of our corporate structure after giving effect to the Reorganization and the IPO (as defined below).
IPO.jpg
Recent Developments
Initial Public Offering
On April 23, 2026, we completed our initial public offering (“IPO”) of 9,857,142 shares of our common stock, which includes 1,285,714 sold by us pursuant to the exercise of the underwriters’ over-allotment option which was exercised in full, at a public offering price of $14.00 per share. The IPO resulted in net proceeds to us of $128.2 million after deducting the underwriting discounts and commissions and before deducting offering costs of $2.8 million, which were charged to additional paid-in capital as a reduction of the net proceeds received from the IPO. In connection with the IPO, we also granted Cantor Fitzgerald & Co., as representative of the underwriters, a warrant to purchase up to 147,857 shares of common stock (the “Underwriter’s Warrant”) that has an exercise price per share equal to 125% of the public offering price of $14.00 per share, or $17.50 per share. The Underwriter’s Warrant is not exercisable for a period of 180 days following the IPO date and expire four years from the date of issuance. In connection with the IPO, we redeemed all issued and outstanding shares of Class B common stock from Mr. Anania for $25,000 and consolidated and reclassified all Class A and Class B common stock into a single class of $0.001 par value common stock.
Change in Fiscal Year
On May 19, 2026, our Board of Directors approved a change in our fiscal year end from December 31 to a 4-4-5 fiscal calendar, whereby each three months consists of thirteen weeks grouped into two four-week months and one five-week month. Under the new fiscal calendar, our fiscal year ends on the Friday closest to December 31. The first fiscal year under the new calendar began on January 1, 2026, and ends on January 1, 2027. As a result of this change, our three months ending April 3, 2026, July 3, 2026 and October 2, 2026, may include an additional or lesser number of days compared to the prior year quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, and accordingly, results for these periods may not be fully comparable to those of the prior year periods primarily due to the change in the number of days included in those periods. Our subsidiaries that have a fiscal year end different from that of our Company’s are consolidated using financial statements for periods that are within three months of our Company’s fiscal year end, with adjustments for material transactions, if any. This change was implemented to better align the Company’s accounting operations with quarterly public reporting requirements and to improve comparability of financial performance. The change in fiscal year will not impact our previously issued financial statements or tax reporting.
Our unaudited consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations reflect estimates and assumptions made by management. Events and changes in
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circumstances arising after July 3, 2026, including those resulting from the continuing impacts of the currently unfavorable macroeconomic climate, will be reflected in management’s estimates for future periods.
Key Factors Impacting Our Performance
U.S. Government Spending and Federal Budget Uncertainty
Changes in the volume and relative mix of U.S. government spending as well as areas of spending growth could impact our business and results of operations. In particular, our results can be affected by shifts in strategies and priorities on homeland security, intelligence, defense-related programs and infrastructure. Changes in spending on technology and innovation, including cybersecurity, artificial intelligence, connected communities and physical infrastructure will also affect our business and results of operations. Cost-cutting and efficiency initiatives, along with current and future budget restrictions, spending cuts and shifts in priorities, could lead some of our customers, including those conducting significant business related to U.S. government contracts and funding, to reduce or delay orders. This may result in diminishing demand for our products and services.
Furthermore, change in grant funding through the DoW or other defense agencies or any disruption in the functioning of other government agencies, including national laboratories or other facilities, as a result of government closures and shutdowns, could increase our costs and negatively impact our results of operations.
There is also uncertainty around the timing, extent, nature and effect of congressional and other U.S. government actions to address budgetary constraints, spending caps on the discretionary budget for defense and non-defense departments and agencies. The ability of Congress to determine how to allocate the available resources and pass appropriations bills to fund both U.S. government departments and agencies that are, and are not, subject to the caps also makes fiscal planning a challenge. Budget deficits and the growing U.S. national debt may increase pressure on the U.S. government to reduce federal spending across all federal agencies, with uncertainty about the size and timing of those reductions. Any delays in the completion of future U.S. government budgets could in the future delay procurement of the products we provide or grants which we receive. A reduction in the amount, delays in or cancellations of funding for services or products we are contracted to provide to prime U.S. government contractors could have a material adverse effect on our business and results of operations. Significant delays or reductions in appropriations for programs which fund our capital expansion or incorporate our products and services, or changes in U.S. government priorities or spending levels more broadly may affect our business and could have a material adverse effect on our financial condition and results of operations.
The People’s Republic of China’s Export Controls and Related Trade Measures on Critical Materials
Our operations and those of our suppliers may be adversely affected by recent and potential future changes in international trade policies, including the PRC’s restrictions on the export of molybdenum and tungsten and the imposition of tariffs on goods imported to the United States. The Chinese government has implemented export controls, licensing requirements and quotas that limit the availability of what has been deemed “dual use” materials, used in commercial and defense applications, for foreign buyers. These restrictions have the potential to reduce global supply, increase raw-material costs, and create significant volatility in the pricing and availability of these materials. Tungsten is very sensitive to the PRC’s control of the global supply chain. If we or our suppliers are unable to obtain sufficient quantities of tungsten on commercially acceptable terms, our production timelines, input costs and product margins could be materially affected. We source the raw materials of our tungsten from suppliers outside of the PRC; however, we may be indirectly affected due to the collective disruption in the global tungsten supply chain, including increases in the global market prices of tungsten in response to actions of the PRC.
The outcome and duration of these trade restrictions and tariff regimes remain unknown and could change with geopolitical developments or modifications in governmental trade policy. Any escalation of export controls or expansion of tariff measures could intensify supply chain risks and suppress our operating results, cash flows and overall financial condition. While we continue to evaluate mitigation strategies — including supplier diversification, inventory management and contractual adjustments — there can be no assurance that these measures will be successful or economically feasible.
Operational Performance on Contracts
Revenue, net income and the timing of our cash flows depend on our ability to perform on our contracts and purchase orders in a timely manner. When agreeing to contractual terms, our management team makes assumptions and
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projections about future conditions and events. The accounting for our contracts and programs requires assumptions and estimates concerning these conditions and events, including:
•the cost and availability of raw materials and components;
•the productivity and availability of skilled labor;
•the complexity of the work to be performed;
•our subcontractors’ capacities, capabilities and lead times;
•equipment & tooling durability, capabilities and lead times to procure;
•schedule requirements;
•robustness of public utilities supporting our factories; and
•our ability to protect against and respond to threats to our IT infrastructure and our confidential and proprietary information.
If there is a significant change in one or more of these circumstances, estimates or assumptions, or if the risks under our contracts are not managed adequately, the profitability of our operations could be adversely affected. This could result in a material change in our net income and margin.
The timing of our cash flows can be affected by rapid changes in material costs, in particular tungsten and molybdenum, and the availability of skilled labor. For instance, rapid market price increases of raw material feed stock can lead to temporary cash flow shortfalls. By contract, cash flow influxes will result from early completions compared to initial delivery estimates. Historically, this has resulted in, and could continue to result in, fluctuations in working capital levels and quarterly free cash flow results.
To manage these fluctuations, we have implemented several strategies, such as engaging in long-term strategic supply agreements, structuring our terms of sale to initiate prepayments and deposits from customers, restructuring our revolving debt facilities and incentivizing our workforce to deliver products within specifications and on time. Despite these measures, the inherent variability in order flow and material demand means that quarter-to-quarter comparisons of our results of operations may not necessarily be meaningful and should not be relied upon as indicators of future performance. We expect these fluctuations to persist, particularly as the materials, products and services with which we work become subject to higher global demand. However, we believe our proactive cash flow management strategies will help mitigate the impact of these fluctuations and contribute to our overall financial stability.
Oversight
U.S. government procurement regulations impose various operational requirements on government contractors and their subcontractors. Non-compliance with these regulations could lead to civil or criminal penalties, which may materially adversely affect our operating results. U.S. government agencies routinely audit, review, investigate and scrutinize our performance, and that of our customers, under government contracts, and any failure by us or our customers to comply with the terms of those contracts and applicable laws could affect our operating results. If a government inquiry or investigation reveals improper or illegal activities, we or our customers may face civil or criminal penalties or administrative sanctions, including contract termination, fines, fee forfeiture, payment suspension, or suspension and debarment from conducting business with U.S. government agencies. Any of these actions could materially and adversely affect our reputation, business, financial condition, results of operations and cash flows.
Results of Operations
Three Months Ended July 3, 2026 Compared to Three Months Ended June 30, 2025
The following table sets forth, for the three months ended July 3, 2026 and June 30, 2025, our results of continuing operations, including presentation of the changes in between reporting periods:
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Three Months Ended $ %
($ in thousands) July 3,
2026
% of Revenue June 30,
2025
% of Revenue Change Change
Revenue $ 66,401  100.0  % $ 49,130  100.0  % $ 17,271  35.2  %
Cost of goods sold 49,791  75.0  % 38,983  79.3  % 10,808  27.7  %
Gross profit 16,610  25.0  % 10,147  20.7  % 6,463  63.7  %
Operating expenses
General and administrative 17,780  26.8  % 4,016  8.2  % 13,764  342.7  %
Research and development 4,321  6.5  % 1,009  2.1  % 3,312  328.2  %
Sales and marketing 2,137  3.2  % 1,876  3.8  % 261  13.9  %
Total operating expenses 24,238  36.5  % 6,901  14.1  % 17,337  251.2  %
Operating (loss) income
(7,628) (11.5) % 3,246  6.6  % (10,874) (335.0) %
Other expense, net:
Interest expense 127  0.2  % 793  1.6  % (666) (84.0) %
Interest expense – related party 233  0.4  % 377  0.8  % (144) (38.2) %
Change in fair value of derivative asset 881  1.3  % —  —  % 881  n/m
(Gain) loss on remeasurement of fair value of marketable securities (445) (0.7) % 23  —  % (468) n/m
Other income, net
(186) (0.3) % (77) (0.2) % (109) (141.6) %
Total other expense, net
610  0.9  % 1,116  2.3  % (506) (45.3) %
Income (loss) from continuing operations before taxes
(8,238) (12.4) % 2,130  4.3  % (10,368) (486.8) %
Income tax provision benefit
(3,750) (5.6) % —  —  % (3,750) n/m
(Loss) income from continuing operations $ (4,488) (6.8) % $ 2,130  4.3  % $ (6,618) (310.7) %
n/m = not meaningful
Six Months Ended July 3, 2026 Compared to Six Months Ended June 30, 2025

The following table sets forth, for the six months ended July 3, 2026 and June 30, 2025, our results of continuing operations, including presentation of the changes in between reporting periods:
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Six Months Ended $ %
($ in thousands) July 3,
2026
% of Revenue June 30,
2025
% of Revenue Change Change
Revenue $ 122,408  100.0  % $ 95,517  100.0  % $ 26,891  28.2  %
Cost of goods sold 93,950  76.8  % 76,759  80.3  % 17,191  22.4  %
Gross profit 28,458  23.2  % 18,758  19.7  % 9,700  51.7  %
Operating expenses
General and administrative 24,848  20.3  % 7,275  7.7  % 17,573  241.6  %
Research and development 5,171  4.2  % 1,820  1.9  % 3,351  184.1  %
Sales and marketing 4,204  3.4  % 3,559  3.7  % 645  18.1  %
Total operating expenses 34,223  27.9  % 12,654  13.3  % 21,569  170.5  %
Operating (loss) income
(5,765) (4.7) % 6,104  6.4  % (11,869) (194.4) %
Other (income) expense, net:
Interest expense 740  0.6  % 1,303  1.4  % (563) (43.2) %
Interest expense – related party 860  0.7  % 793  0.8  % 67  8.4  %
Change in fair value of derivative asset (2,214) (1.8) % —  —  % (2,214) n/m
(Gain) loss on remeasurement of fair value of marketable securities
(1,081) (0.9) % 23  —  % (1,104) n/m
Other (income) expense, net (204) (0.2) % 2  —  % (206) n/m
Total other (income) expense, net (1,899) (1.6) % 2,121  2.2  % (4,020) (189.5) %
Income (loss) from continuing operations before taxes
(3,866) 3.1  % 3,983  4.2  % (7,849) (197.1) %
Income tax provision 960  0.8  % —  —  % 960  n/m
(Loss) income from continuing operations $ (4,826) (3.9) % $ 3,983  4.2  % $ (8,809) (221.2) %
n/m = not meaningful
Revenues

Three Months Ended July 3, 2026 Compared to Three Months Ended June 30, 2026

Revenues for the three months ended July 3, 2026, increased $17.3 million, or 35.2%, compared to the three months ended June 30, 2025. Our EMP division saw an increase of $1.9 million, or 26.0%, driven by radar components and industrial microwave systems for tempering and drying. Our CMC division revenues for the three months ended July 3, 2026, increased $15.3 million, or 36.8%, compared to the three months ended June 30, 2025, driven by increases in isothermal forging dies for aerospace applications, molybdenum powder products in our medical end market, increased shipments with key missile programs Javelin and Hellfire and favorable pricing impacts associated with tungsten products in general.

Six Months Ended July 3, 2026 Compared to Six Months Ended June 30, 2026

Revenues for the six months ended July 3, 2026, increased $26.9 million, or 28.2%, compared to the six months ended June 30, 2025. Our EMP division saw an increase of $2.5 million, or 16.7%, driven by industrial microwave systems for tempering and drying. Our CMC division revenues for the six months ended July 3, 2026, increased $24.4 million, or 30.2%, compared to the six months ended June 30, 2025, driven by increases in isothermal forging dies for aerospace applications, molybdenum powder products in our medical end market, increased shipments with key missile programs Next Generation Interceptor, Javelin and Hellfire and favorable pricing impacts associated with tungsten products in general.

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Revenue by Market
For our CMC and EMP divisions, we track our revenue and customers for our operating divisions across five key markets. We develop sales strategies for each and incentivize our sales resources to profitably grow our business. The following tables demonstrate revenues by markets for the three month and six month periods ended July 3, 2026 and June 30, 2025.
Three Months Ended July 3, 2026 Compared to Three Months Ended June 30, 2025
Three Months Ended $ %
($ in thousands) July 3,
2026
% of Revenue June 30,
2025
% of Revenue Change Change
Aerospace, Defense & Government $ 26,076  39.3  % $ 22,181  45.1  % $ 3,895  17.6  %
Industrial 24,599  37.0  % 14,999  30.5  % 9,600  64.0  %
Medical 11,073  16.7  % 8,089  16.5  % 2,984  36.9  %
Semiconductor & Electronics 3,666  5.5  % 2,349  4.8  % 1,317  56.1  %
Energy 987  1.5  % 1,512  3.1  % (525) (34.7) %
Total $ 66,401  100.0  % $ 49,130  100.0  % $ 17,271  35.2  %

Six Months Ended July 3, 2026 Compared to Six Months Ended June 30, 2025
Six Months Ended $ %
($ in thousands) July 3,
2026
% of Revenue June 30,
2025
% of Revenue Change Change
Aerospace, Defense & Government $ 48,890  39.9  % $ 40,200  42.1  % $ 8,690  21.6  %
Industrial 42,203  34.5  % 30,853  32.3  % 11,350  36.8  %
Medical 21,795  17.8  % 18,313  19.2  % 3,482  19.0  %
Semiconductor & Electronics 6,312  5.2  % 3,611  3.8  % 2,701  74.8  %
Energy 3,208  2.6  % 2,540  2.6  % 668  26.3  %
Total $ 122,408  100.0  % $ 95,517  100.0  % $ 26,891  28.2  %

Aerospace, Defense and Government

Aerospace, Defense and Government revenues increased $3.9 million, or 17.6%, but decreased as a percentage of our business from 45.1% to 39.3% in the three months ended July 3, 2026, as compared to the prior year period. Growth was driven by increased sales to larger defense programs including the Hellfire and Javelin along with favorable pricing impacts associated with tungsten products in general.

Aerospace, Defense and Government revenues increased $8.7 million, or 21.6%, but decreased as a percentage of our business from 42.1% to 39.9% in the six months ended July 3, 2026, as compared to the prior year period. Growth was driven by increased sales to larger defense programs including the Hellfire, Javelin and Next Generation Interceptor along with favorable pricing impacts associated with tungsten products in general.

Industrial

Industrial revenues increased $9.6 million, or 64.0%, and increased as a percentage of our business from 30.5% to 37.0% in the three months ended July 3, 2026, as compared to the prior year period. We saw higher sales of industrial microwave systems for tempering and drying, increased EMP sales into communications end applications, along with favorable pricing impacts associated with tungsten products.

Industrial revenues increased $11.4 million, or 36.8%, and increased as a percentage of our business from 32.3% to 34.5% in the six months ended July 3, 2026, as compared to the prior year period. Drivers of the increase were consistent with the drivers from the previously stated three month comparisons.
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Medical

Medical revenues increased $3.0 million, or 36.9%, and increased as a percentage of our business from 16.5% to 16.7% in the three months ended July 3, 2026, as compared to the prior year period.

For the six months ended July 3, 2026, revenues increased $3.5 million, or 19.0%, and decreased as a percentage of our business from 19.2% to 17.8%, as compared to the prior year period. Changes in revenue for both comparable periods were substantially driven by one long term customer's variable demand.

Semiconductor and Electronics

Semiconductor and Electronics revenues increased $1.3 million, or 56.1%, and increased as a percentage of our business from 4.8% to 5.5% in the three months ended July 3, 2026, as compared to the prior year period. Increases were driven by demand from semiconductor capacitor customers and favorable pricing impacts associated with tungsten products.

Semiconductor and Electronics revenues increased $2.7 million, or 74.8%, and increased as a percentage of our business from 3.8% to 5.2% in the six months ended July 3, 2026, as compared to the prior year period. Drivers of the increase were consistent with the drivers from the previously stated three month comparisons.

Energy

Energy revenues decreased $(0.5) million, or (34.7)%, and decreased as a percentage of our business from 3.1% to 1.5% in the three months ended July 3, 2026, as compared to the prior year period.

Revenues increased $0.7 million, or 26.3% and remained consistent as a percentage of our business from 2.6% to 2.6% for the six months ended July 3, 2026, as compared to the prior year period. Both comparable periods reflect normal fluctuations in this developing end market with changes distributed across multiple customers in both the oil and gas and nuclear sub-markets.

Shipments by Geography, Material and Type
For our CMC and EMP divisions, we track our shipments of products by geography and material type. It is important to note that this tracking is based on physical shipments and is not reconciled back to revenue timing adjustments associated with ASC 606, Revenue from Contracts with Customers. These metrics are intended to provide relative versus absolute changes and are therefore expressed as percentages versus dollars. We use these metrics to help navigate the impacts of global supply chain disruptions and capital allocation.
Shipments by Geography
Region.jpg


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Picture2.jpg

Shipments based on major geographic territory as a percentage of total shipments for the three and six months ended July 3, 2026, as compared to the prior year periods, saw an increase in the Americas from 85.4% to 87.3% and 84.5% to 86.4%, respectively, driven by increased shipments into various Aerospace, Defense and Government programs, industrial microwave systems for tempering and drying and tungsten pricing impacts. Shipments to Europe saw a decrease as a percentage of total shipments for the three and six months ended July 3, 2026 as compared to the prior year periods, from 10.6% to 8.7% and 11.3% to 9.7%, respectively. However, gross shipments to Europe increased 22.3%, or $1.1 million, and 26.6%, or $1.0 million, for the three and six month periods as compared to the respective prior year periods, driven by multiple customers within our EMP segment.

Shipments by Type of Materials and Services

Type.jpg

Picture1.jpg

Shipments composition based on the type of materials and services as a percentage of total shipments for the three and six months ended July 3, 2026, as compared to the prior year periods, saw an increase in molybdenum from 54.0% to 59.4% and 56.6% to 59.4%, respectively. This was primarily driven by increased volumes with the Javelin and Hellfire missile programs and isothermal forging dies for aerospace customers. Tungsten also saw growth for the three and six month period-over-periods from 18.6% to 19.3% and 17.2% to 18.7%, respectively, driven by pricing increases associated with material input costs and increased volumes across multiple Aerospace, Defense and Government customers. Microwave products saw a decrease for the three and six month period-over-periods from 16.6% to 13.5% and 16.1% to 13.8%, respectively, primarily driven by a lower rate of growth compared to molybdenum and tungsten. Other materials and services saw a decrease for the three and six month period-over-periods from 10.8% to 7.8% and 10.1% to 8.1%, respectively, driven by a lower rate of growth compared to molybdenum and tungsten.
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Cost of Goods Sold and Gross Profit

Three Months Ended July 3, 2026 Compared to Three Months Ended June 30, 2025

Costs of goods sold for the three months ended July 3, 2026 increased $10.8 million, or 27.7%, compared to the prior year period. Gross profit margin improved from 20.7% for the six months ended June 30, 2025, to 25.0% for the six months ended July 3, 2026.

EMP saw an increase in cost of goods sold for the three months ended July 3, 2026 of $2.3 million, or 42.3%, associated with an increase of $1.9 million, or 26.0%, in revenue compared to the prior year period, resulting in a decrease of $0.4 million, or 17.0%, in gross profit between the three months ended July 3, 2026 and the prior year period. This was driven by a shift in product mix within the division toward lower-margin industrial products, a rapid increase in aluminum and copper material input pricing as well as operating throughput challenges at one of our facilities, which resulted in a decrease in EMP’s gross profit margin from 27.5% for the three months ended June 30, 2025, to 18.1% for the three months ended July 3, 2026.

CMC cost of goods sold for the three months ended July 3, 2026 increased $8.5 million, or 25.4%, associated with an increase of $15.3 million, or 36.8%, in revenue compared to the prior year period, resulting in an increase of $6.8 million, or 84.0%, in gross profit between the three months ended July 3, 2026 and the prior year period. This change was primarily driven by active sourcing and pricing management of the tungsten supply chain during the rapid increase in tungsten concentrate price over the first three months of 2026, as well as increased demand and productivity gains which together increased CMC’s gross profit margin from 19.4% for the three months ended June 30, 2025, to 26.1% for the three months ended July 3, 2026.

Six Months Ended July 3, 2026 Compared to Six Months Ended June 30, 2025

Costs of goods sold for the six months ended July 3, 2026 increased $17.2 million, or 22.4%, compared to the prior year period. Gross profit margin improved from 19.7% for the six months ended June 30, 2025, to 23.2% for the six months ended July 3, 2026.

EMP saw an increase in cost of goods sold for the six months ended July 3, 2026 of $3.5 million, or 34.5%, associated with an increase of $2.5 million, or 16.7%, in revenue compared to the prior year period, resulting in a decrease of $1.0 million, or 20.8%, in gross profit between the six months ended July 3, 2026 and the prior year period. This was driven by a shift in product mix within the division toward lower-margin industrial products, a rapid increase in aluminum and copper material input pricing as well as operating throughput challenges at one of our facilities, which together resulted in a decrease in EMP’s gross profit margin from 32.2% for the six months ended June 30, 2025, to 21.9% for the six months ended July 3, 2026.

CMC cost of goods sold for the six months ended July 3, 2026 increased $13.7 million, or 20.6%, associated with an increase of $24.4 million, or 30.2%, in revenue compared to the prior year period, resulting in an increase of $10.7 million, or 76.2%, in gross profit between the six months ended July 3, 2026 and the prior year period. This change was primarily driven by active sourcing and pricing management of the tungsten supply chain during the rapid increase in tungsten concentrate price over the first three months of 2026, increased demand from key missile programs Next Generation Interceptor, Javelin and Hellfire, and productivity gains which together increased CMC’s gross profit margin from 17.3% for the six months ended June 30, 2025, to 23.5% for the six months ended July 3, 2026.
                    
General and Administrative Expenses

General and administrative expenses increased $13.8 million, or 342.7%, for the three months ended July 3, 2026, compared to the prior year period. The increase was primarily a result of approximately $10.3 million related to stock-based compensation incurred in connection with the acceleration of certain vesting criteria associated with the IPO, during the three months ended July 3, 2026. Additional general and administrative expenses growth was attributable to the increase of staffing and professional services to support public company compliance.
General and administrative expenses increased $17.6 million, or 241.6%, for the six months ended July 3, 2026, compared to the prior year period. The increase was primarily a result of approximately $10.9 million related to stock-based compensation incurred in connection with the acceleration of certain vesting criteria associated with the IPO, during
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the six months ended July 3, 2026. Additionally, general and administrative expenses growth was attributable to the increase of staffing and professional services to support public company compliance, which included $0.8M of one-time costs associated with third-party accounting and legal assistance in preparation for the IPO.
Research and Development
Research and development expenses increased $3.3 million, or 328.2% for the three months ended July 3, 2026, compared to the prior year period. The increase was primarily related to stock-based compensation incurred in connection with the acceleration of certain vesting criteria associated with the IPO, during the three month period ending July 3, 2026 as compared to the prior year period.

Research and development expenses increased $3.4 million, or 184.1%, for the six months ended July 3, 2026 compared to the prior year period. The increase was primarily related to stock-based compensation incurred in connection with the acceleration of certain vesting criteria associated with the IPO, during the six month periods ending July 3, 2026 as compared to the prior year periods.

Sales and Marketing

Sales and marketing expenses increased $0.3 million, or 13.9%, for the three months ended July 3, 2026, compared to the prior year period. This increase was due to variable sales compensation associated with sales growth and the expansion of our sales team in support of our strategy.
Sales and marketing expenses increased $0.6 million, or 18.1%, for the six months ended July 3, 2026, compared to the prior year period. This increase was due to variable sales compensation associated with sales growth and the expansion of our sales team in support of our strategy

Interest Expense

Interest expense decreased $0.7 million or 84.0% for the three months ended July 3, 2026, compared to the prior year period. The decrease was primarily attributable to debt repayments made in the current year compared to the same prior year period.
Interest expense decreased $0.6 million or 43.2% for the six months ended July 3, 2026, compared to the prior year period. The decrease was primarily attributable to debt repayments made in the current year compared to the same prior year period.
Interest Expense — Related Party
Related party interest expense decreased $0.1 million, or 38.2%, for the three months ended July 3, 2026, compared to the prior year period. This was primarily attributable to repayment of the CEO Line of Credit following the IPO.
Related party interest expense increased $0.1 million, or 8.4% for the six months ended July 3, 2026, compared to the prior year period. This was primarily attributable to increased interest paid on the CEO Line of Credit due to an increased balance incurred in the fourth quarter of 2025.
Change in Fair Value of Derivative Asset
The change in fair value of derivative assets decreased approximately $0.9 million during the three months ended July 3, 2026 and increased $2.2 million during the six months ended July 3, 2026, due to changes in the value of the equity underlying the options to purchase common stock in a publicly-traded company in each period.
(Gain) Loss on Remeasurement of Fair Value of Marketable Securities
The (gain) loss on remeasurement of fair value of marketable securities increased approximately $0.5 million and $1.1 million during the three and six month periods ended July 3, 2026, respectively, due to an increase in the fair value of the Company's marketable securities investments in both periods.
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Other (Income) Expense, Net
Other (income) expense, net increased $0.1 million for the three months ended July 3, 2026, compared to the prior year period, and increased $0.2 million for the six months ended July 3, 2026, compared to the prior year period. This was driven by increased outside management fees in 2026.
Income Tax (Benefit) Provision
The income tax benefit for the three months ended July 3, 2026 was $3.8 million compared to an income tax provision of less than $0.1 million for the prior year period. For the six months ended July 3, 2026, the Company recognized an income tax provision of $1.0 million, as compared to less than $0.1 million for the prior year period. Both changes were as result of our being subject to income taxes as a C-corporation following the Reorganization. Prior to the Reorganization A&A was an S-corporation for taxation purposes, and its income and losses were passed through to its shareholders and reported on their individual tax returns.

For the six months ended July 3, 2026, the Company recognized a tax expense of $1.0 million despite the pre-tax loss, which was primarily attributable to a one-time deferred tax expense of approximately $3.8 million recorded in connection with the Company's reorganization into a C-corporation ahead of its IPO, reflecting the initial recognition of deferred tax balances for a structure not previously subject to entity-level income tax, as well as non-deductible compensation paid to an officer and equity-based compensation of approximately $0.8 million and $0.8 million, respectively. These increases were partially offset by federal research and development tax credits of approximately $0.3 million, the foreign-derived intangible income deduction of approximately $0.1 million, and non-taxable income from debt forbearance of approximately $0.3 million.

The tax benefit recognized during the interim period was driven primarily by the year-to-date pretax loss incurred through July 3, 2026. However, the Company’s estimated annual effective tax rate is based on forecasted full-year results, including projected income in subsequent interim periods. As a result, the Company recorded an interim tax benefit through July 3, 2026, while continuing to forecast income tax expense for the fiscal year ending January 1, 2027.

Pro Forma Net (Loss) Income Per Share Information
The following pro forma net (loss) income per share information is presented for comparative purposes only and does not purport to be indicative of the results that would have been achieved had the Reorganization occurred at an earlier date, nor of future results.
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The following table sets forth a reconciliation of the numerators and denominators used to compute pro forma basic and diluted net (loss) income per share (in thousands, except share and per share amounts):
Three Months Ended Six Months Ended
($ in thousands) July 3,
2026
June 30,
2025
July 3,
2026
June 30,
2025
Numerator:
Net (loss) income $ (4,488) $ 1,240  $ (4,826) $ 2,437 
Income tax effects of Reorganization(a) —  (86) 3,791  (169)
Pro forma net (loss) income
$ (4,488) $ 1,154  $ (1,035) $ 2,268 
Denominator:
Pro forma weighted average common stock outstanding – basic(b) 28,414,861  20,123,187  24,223,725  20,123,187 
Pro forma weighted average common stock outstanding – diluted(b,c) 28,414,861  20,268,282  24,223,725  20,196,135 
Pro forma net (loss) income per share – basic
$ (0.16) $ 0.06  $ (0.04) $ 0.11 
Pro forma net (loss) income per share – diluted
$ (0.16) $ 0.06  $ (0.04) $ 0.11 
______________________________________________________________________
(a)Following the Reorganization, the Company is subject to U.S. federal and applicable state income taxes. The adjustment for income taxes reflects the estimated income tax expense that would have been recognized had the Reorganization occurred on January 1, 2025, based on an effective tax rate of (91.5%) and (73.2%) for the three and six months ended July 3, 2026, respectively, and 6.95% for the three and six months ended June 30, 2025. No pro forma adjustment for income taxes was required for the three months ended July 3, 2026, as the Reorganization was already in effect for the entirety of that period, such that the Company's actual effective tax rate for the three months ended July 3, 2026 reflects its full corporate tax status without adjustment. The pro forma effective tax rate for the six months ended July 3, 2026 represents the Company's actual effective tax rate for the period, excluding the effect of the deferred tax adjustment of $3.5 million, which was recognized in the period of the Reorganization and does not reflect ongoing income tax expense, and other discrete tax impacts of $0.3 million related to the Reorganization. Because the Reorganization occurred during the three months ended April 3, 2026, these amounts are fully reflected within the six-month period and no incremental adjustment relates to the three months ended July 3, 2026. For the three and six months ended June 30, 2025, the difference between the U.S. federal statutory rate of 21.0% and the effective tax rate of 6.95% is primarily driven by a 15.45% reduction due to federal tax credits, partially offset by other immaterial rate items of 1.4%, including state taxes and permanent differences. The pro forma income tax effect for the three and six months ended June 30, 2025 includes the results of discontinued operations.
(b)Pro Forma as adjusted weighted average common stock outstanding (basic and diluted) reflects the Reorganization as if it occurred on January 1, 2025, including the impact of the Reorganization, resulting in 20,122,721 shares of Class A common stock issued and outstanding and 466 shares of Class B common stock issued and outstanding.
(c)The potential impact on the pro forma weighted average common stock outstanding (diluted) of 657,704 shares of restricted stock units, 457,390 restricted stock awards, and 677,280 of stock appreciation rights were evaluated under the treasury stock method. There was no impact of dilutive shares for the three and six months ended July 3, 2026, as the Company operated at a net loss for both periods. For the three and six months ended June 30, 2025, the Company determined that the impact represented 145,095 and 72,948 dilutive shares, respectively, considering the weighted average unrecognized compensation costs of approximately $2.6 million and $1.1 million, respectively, and the estimated fair value of our common stock for the period.
Critical Materials and Components Results
Three Months Ended July 3, 2026 Compared to Three Months Ended June 30, 2025
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Three Months Ended $ %
($ in thousands) July 3,
2026
% of Revenue June 30,
2025
% of Revenue Change Change
Revenue $ 57,047  100.0  % $ 41,705  100.0  % $ 15,342  36.8  %
Cost of goods sold 42,131  73.9  % 33,599  80.6  % 8,532  25.4  %
Gross profit 14,916  26.1  % 8,106  19.4  % 6,810  84.0  %
Operating expenses:
General and administrative 3,298  5.8  % 2,135  5.0  % 1,163  54.5  %
Research and development 4,056  7.1  % 675  1.6  % 3,381  500.9  %
Sales and marketing 1,371  2.4  % 1,146  2.7  % 225  19.6  %
Total operating expenses 8,725  15.3  % 3,956  9.3  % 4,769  120.6  %
Operating income 6,191  10.8  % 4,150  10.1  % 2,041  49.2  %
Other expense, net:
Interest expense 361  0.6  % 609  1.5  % (248) (40.7) %
Interest expense – related party 99  0.2  % 377  0.9  % (278) (73.7) %
Other income, net
(49) (0.1) % (26) (0.1) % (23) (88.5) %
Total other expense, net 411  0.7  % 960  2.3  % (549) (57.2) %
Income from continuing operations before taxes 5,780  10.1  % 3,190  7.8  % 2,590  81.2  %
Income tax provision —  —  % —  —  % —  n/m
Income from continuing operations $ 5,780  10.1  % $ 3,190  7.8  % $ 2,590  81.2  %
n/m = not meaningful
Six Months Ended July 3, 2026 Compared to Six Months Ended June 30, 2025
Six Months Ended $ %
($ in thousands) July 3,
2026
% of Revenue June 30,
2025
% of Revenue Change Change
Revenue $ 105,253  100.0  % $ 80,818  100.0  % $ 24,435  30.2  %
Cost of goods sold 80,546  76.5  % 66,795  82.7  % 13,751  20.6  %
Gross profit 24,707  23.5  % 14,023  17.3  % 10,684  76.2  %
Operating expenses:
General and administrative 5,990  5.7  % 3,780  4.6  % 2,210  58.5  %
Research and development 4,574  4.3  % 1,152  1.4  % 3,422  297.0  %
Sales and marketing 2,737  2.6  % 2,350  2.9  % 387  16.5  %
Total operating expenses 13,301  12.6  % 7,282  9.0  % 6,019  82.7  %
Operating income 11,406  10.9  % 6,741  8.3  % 4,665  69.2  %
Other expense, net:
Interest expense 903  0.9  % 944  1.2  % (41) (4.3) %
Interest expense – related party 467  0.4  % 769  1.0  % (302) (39.3) %
Other (income) expense, net
(38) —  % 24  —  % (62) (258.3) %
Total other expense, net 1,332  1.3  % 1,737  2.2  % (405) (23.3) %
Income from continuing operations before taxes 10,074  9.6  % 5,004  6.2  % 5,070  101.3  %
Income tax provision —  —  % —  —  % —  n/m
Income from continuing operations $ 10,074  9.6  % $ 5,004  6.2  % $ 5,070  101.3  %
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n/m = not meaningful
Revenues

Revenues for the three months ended July 3, 2026, increased $15.3 million, or 36.8%, compared to the prior year period. Revenues for the six months ended July 3, 2026, increased $24.4 million, or 30.2%, compared to the prior year period. Growth was driven by increases in isothermal forging dies for aerospace applications, molybdenum powder products in our medical end market, increased shipments with key missile programs Javelin, Hellfire and Next Generation Interceptor, and favorable pricing impacts associated with tungsten products in general.

Cost of Goods Sold

Cost of goods sold for the three months ended July 3, 2026 increased $8.5 million, or 25.4%, associated with an increase of $15.3 million, or 36.8%, in revenue compared to the prior year period, resulting in an increase of $6.8 million, or 84.0%, in gross profit between the three months ended July 3, 2026 and the prior year period. Cost of goods sold for the six months ended July 3, 2026 increased $13.8 million, or 20.6%, associated with an increase of $24.4 million, or 30.2%, in revenue compared to the prior year period, resulting in an increase of $10.7 million, or 76.2%, in gross profit between the six months ended July 3, 2026 and the prior year period. This change was driven by active sourcing and pricing management of the tungsten supply chain during the rapid increase in tungsten concentrate price over the first three months of 2026, increased demand and productivity gains, together increasing CMC’s gross profit margin from 19.4% for the three months ended June 30, 2025, to 26.1% for the three months ended July 3, 2026 and 17.3% for the six months ended June 30, 2025 to 23.5% for the six months ended July 3, 2026.

General and Administrative Expenses
CMC general and administrative expenses for the three months ended July 3, 2026 increased $1.2 million, or 54.5%, compared to the prior year period and $2.2 million, or 58.5% for the six months ended July 3, 2026 compared to the prior year period. These increases for both periods were attributable to multiple factors including approximately $0.2 million related to stock-based compensation incurred in connection with the IPO, internal reorganization and resource increases in support of the IPO and public company compliance, additional IT costs associated with defense contractor compliance requirements and variable compensation associated with growth.

Research and Development
CMC research and development expenses increased $3.4 million, or 500.9% for the three months ended July 3, 2026, compared to the prior year period and $3.4 million, or 297.0%, for the six months ended July 3, 2026 compared to the prior year period. The increase was primarily related to stock-based compensation incurred with the IPO during the three month period ending July 3, 2026 as compared to the prior year period.

Sales and Marketing
CMC selling and marketing expenses for the three months ended July 3, 2026 increased $0.2 million, or 19.6%, compared to the prior year period and $0.4 million, or 16.5%, for the six months ended July 3, 2026 compared to the prior year period. The increase was driven by primarily increased sales staffing and commissions in support of growth, contributing to the 36.8% revenue growth for the three month period and 30.2% revenue growth for the six month period at the CMC division.
Interest Expense
CMC interest expense for the three months ended July 3, 2026 decreased $0.2 million or 40.7% as compared to the prior year period, and less than $0.1 million, or 4.3%, for the six months ended July 3, 2026 compared to the prior year period. The decrease was primarily attributable to debt repayments made in the current year compared to the same prior year period.
Interest Expense — Related Party
CMC related party interest expense for the three months ended July 3, 2026 decreased $0.3 million or 73.7% as compared to the prior year period, and $0.3 million, or 39.3%, for the six months ended July 3, 2026 compared to the prior year period. The decrease in interest expense for both periods was primarily due to the repayment of the Great Falls Term Loan in April 2026.
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Other (Income) Expense, Net
CMC other (income) expense, net for the three and six month periods ended July 3, 2026 did not meaningfully change compared to the prior year periods.
Engineered Microwave Products Results
Three Months Ended July 3, 2026 Compared to Three Months Ended June 30, 2025
Three Months Ended $ %
($ in thousands) July 3,
2026
% of Revenue June 30,
2025
% of Revenue Change Change
Revenue $ 9,354  100.0  % $ 7,425  100.0  % $ 1,929  26.0  %
Cost of goods sold 7,660  81.9  % 5,384  72.5  % 2,276  42.3  %
Gross profit 1,694  18.1  % 2,041  27.5  % (347) (17.0) %
Operating expenses:
General and administrative 1,626  17.4  % 1,028  13.8  % 598  58.2  %
Research and development 265  2.8  % 334  4.5  % (69) (20.7) %
Sales and marketing 579  6.2  % 585  7.9  % (6) (1.0) %
Total operating expenses 2,470  26.4  % 1,947  26.2  % 523  26.9  %
Operating (loss) income
(776) (8.3) % 94  1.3  % (870) (925.5) %
Other expense, net:
Interest expense 66  0.7  % 95  1.3  % (29) (30.5) %
Interest expense – related party —  —  % 50  0.7  % (50) (100.0) %
Other income, net (33) (0.4) % (32) (0.4) % (1) (3.1) %
Total other expense, net 33  0.3  % 113  1.6  % (80) (70.8) %
Loss from continuing operations before taxes
(809) (8.6) % (19) (0.3) % (790) n/m
Income tax provision —  —  % —  —  % —  n/m
Loss from continuing operations
$ (809) (8.6) % $ (19) (0.3) % $ (790) n/m
n/m = not meaningful
Six Months Ended July 3, 2026 Compared to Six Months Ended June 30, 2025
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Six Months Ended 2026 $ %
($ in thousands) July 3,
2026
% of Revenue June 30,
2025
% of Revenue Change Change
Revenue $ 17,155  100.0  % $ 14,699  100.0  % $ 2,456  16.7  %
Cost of goods sold 13,404  78.1  % 9,964  67.8  % 3,440  34.5  %
Gross profit 3,751  21.9  % 4,735  32.2  % (984) (20.8) %
Operating expenses:
General and administrative 3,044  17.7  % 2,319  15.8  % 725  31.3  %
Research and development 595  3.5  % 668  4.5  % (73) (10.9) %
Sales and marketing 1,127  6.6  % 921  6.3  % 206  22.4  %
Total operating expenses 4,766  27.8  % 3,908  26.6  % 858  22.0  %
Operating (loss) income
(1,015) (5.9) % 827  5.6  % (1,842) (222.7) %
Other expense, net:
Interest expense 155  0.9  % 190  1.3  % (35) (18.4) %
Interest expense – related party 78  0.5  % 105  0.7  % (27) (25.7) %
Other income, net (62) (0.4) % (57) (0.4) % (5) (8.8) %
Total other expense, net 171  1.0  % 238  1.6  % (67) (28.2) %
(Loss) income from continuing operations before taxes
(1,186) (6.9) % 589  4.0  % (1,775) (301.4) %
Income tax provision 4  —  % —  —  % 4  n/m
(Loss) income from continuing operations
$ (1,190) (6.9) % $ 589  4.0  % $ (1,779) (302.0) %
n/m = not meaningful

Revenue

Revenue for the three months ended July 3, 2026 increased $1.9 million, or 26.0%, as compared to the prior year period, and $2.5 million, or 16.7%, for the six months ended July 3, 2026 compared to the prior year period. This was primarily driven by increased sales of industrial microwave systems and radar components.

Cost of Goods Sold
Cost of goods sold for the three months ended July 3, 2026, increased $2.3 million, or 42.3%, associated with an increase in revenue of $1.9 million, or 26.0%, compared to the prior year period, resulting in a decrease of $0.3 million, or 17.0%, in gross profit between the three months ended July 3, 2026 and the prior year period. This was driven by a shift in product mix within EMP toward lower margin industrial products, rapid increases in aluminum and copper material input pricing, and operating throughput challenges at one of our facilities, together resulting in a decrease in EMP’s gross profit margin from 27.5% for the three months ended June 30, 2025, to 18.1% for the three months ended July 3, 2026.

Cost of goods sold for the six months ended July 3, 2026, increased $3.5 million, or 34.5%, associated with an increase of $2.5 million, or 16.7%, in revenue compared to the prior year period, resulting in a decrease of $1.0 million, or 20.8%, in gross profit between the six months ended July 3, 2026 and the prior year period. This was driven by a shift in product mix within EMP toward lower margin industrial products, rapid increases in aluminum and copper material input pricing and operating throughput challenges at one of our facilities resulting in a decrease in EMP’s gross profit margin from 32.2% for the six months ended June 30, 2025, to 21.9% for the six months ended July 3, 2026.

General and Administrative Expenses
General and administrative expenses for the three months ended July 3, 2026 increased $0.6 million, or 58.2%, compared to the prior year period, and increased $0.7 million, or 31.3%, for the six months ended July 3, 2026 compared to the prior period. The increase was attributable to multiple factors including stock-based compensation, internal
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reorganization, resource increases in support of the IPO and public company compliance and variable compensation associated with growth.
Research and Development
Research and development expenses for the three and six month periods ended July 3, 2026 did not meaningfully change compared to the prior year periods.
Sales and Marketing
EMP sales and marketing expenses for the three and six month periods ended July 3, 2026 did not meaningfully changes as compared to the prior year periods.
Interest Expense
EMP interest expense for the three and six month periods ended July 3, 2026 did not meaningfully change as compared to the prior year periods.
Interest Expense — Related Party
EMP related party interest expense for the three and six month periods ended July 3, 2026 did not meaningfully change compared to the prior year periods.
Other Income, Net
EMP other income, net, for the three and six months periods ended July 3, 2026 did not meaningfully change compared to the prior year periods.
Corporate and Other
Three Months Ended July 3, 2026 Compared to Three Months Ended June 30, 2025
Three Months Ended $ %
($ in thousands) July 3,
2026
June 30,
2025
Change Change
General and administrative $ 12,856  $ 853  $ 12,003  n/m
Sales and marketing 187  145  42  29.0  %
Total operating expenses 13,043  998  12,045  n/m
Operating loss (13,043) (998) (12,045) n/m
Other (income) expense, net:
Interest (income) expense, net
(300) 89  (389) (437.1) %
Interest expense (income) – related party, net
134  (50) 184  368.0  %
Change in fair value of derivative asset 881  —  881  n/m
(Gain) loss on remeasurement of fair value of marketable securities
(445) 23  (468) n/m
Other (income) expense, net (104) (19) (85) n/m
Total other (income) expense, net 166  43  123  286.0  %
Loss from continuing operations before taxes
(13,209) (1,041) (12,168) n/m
Income tax (benefit) provision
(3,750) —  (3,750) n/m
Loss from continuing operations $ (9,459) $ (1,041) $ (8,418) (808.6) %
n/m = not meaningful
Six Months Ended July 3, 2026 Compared to Six Months Ended June 30, 2025
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g
Six Months Ended $ %
($ in thousands) July 3,
2026
June 30,
2025
Change Change
General and administrative $ 15,814  $ 1,176  $ 14,638  n/m
Research and development 2  —  2  n/m
Sales and marketing 340  288  52  18.1  %
Total operating expenses 16,156  1,464  14,692  n/m
Operating loss (16,156) (1,464) (14,692) n/m
Other (income) expense, net:
Interest (income) expense, net
(318) 169  (487) (288.2) %
Interest expense (income) – related party, net
315  (81) 396  488.9  %
Change in fair value of derivative asset (2,214) —  (2,214) n/m
(Gain) loss on remeasurement of fair value of marketable securities
(1,081) 23  (1,104) n/m
Other (income) expense, net (104) 35  (139) n/m
Total other (income) expense, net (3,402) 146  (3,548) n/m
Loss from continuing operations before taxes
(12,754) (1,610) (11,144) 692.2  %
Income tax provision 956  —  956  n/m
Loss from continuing operations $ (13,710) $ (1,610) $ (12,100) n/m
n/m = not meaningful
General and Administrative Expenses

General and administrative expenses for the three months ended July 3, 2026 increased $12.0 million, compared to the prior year period, and $14.6 million, for the six months ended July 3, 2026 compared to the prior year period. This was primarily attributable to stock-based compensation (approximately $10.0 million for three months and approximately $10.9 million for six months), additional expenses associated with preparation for the IPO, including additional staffing and professional advisory fees, legal and accounting support, and stock-based compensation related to grants in anticipation of the IPO.

Research and Development
Research and development expenses for the three and six month periods ended July 3, 2026 did not meaningfully change as compared to the prior year periods.
Sales and Marketing
Sales and marketing expenses for the three and six month periods ended July 3, 2026 did not meaningfully change as compared to the prior year periods.
Interest (Income) Expense, net
Interest income, net, increased $0.4 million for the three months ended July 3, 2026 compared to the prior year period, and increased $0.5 million for the six months ended July 3, 2026 compared to the prior year period. This was primarily due to the elimination of interest associated with third-party debts previously held by AAI that are no longer included in the consolidated financial statements due to the Reorganization.
Interest Expense (Income) — Related Party, net
Interest expense – related party, net, increased $0.2 million for the three months ended July 3, 2026 compared to the prior year period, and increased $0.4 million for the six months ended July 3, 2026 compared to the period year period primarily due to an origination fee paid on related part debt.

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Change in Fair Value of Derivative Asset
The change in fair value of derivative assets decreased approximately $0.9 million during the three months ended July 3, 2026 and increased $2.2 million during the six months ended July 3, 2026, due to changes in the value of the equity underlying the options to purchase common stock in one of our publicly-traded vendors in each period.
(Gain) Loss on Remeasurement of Fair Value of Marketable Securities
The (gain) loss on remeasurement of fair value of marketable securities increased approximately $0.4 million and $1.1 million during the three and six month periods ended July 3, 2026, respectively, due to an increase in the fair value of the Company's marketable securities investments in both periods.
Other (Income) Expense, Net
Other income, net increased by $0.1 million for the three months ended July 3, 2026, compared to the prior year period, and $0.2 million for the six months ended July 3, 2026, compared to the prior year period, primarily driven by additional outside management fees in 2026.
Income Tax Provision
The income tax benefit for the three months ended July 3, 2026 was $3.8 million compared to an income tax provision of less than $0.1 million for the prior year period. For the six months ended July 3, 2026, the Company recognized an income tax provision of $1.0 million, as compared to less than $0.1 million for the prior year period. Both changes were as result of our being subject to income taxes as a C-corporation following the Reorganization. Prior to the Reorganization A&A was an S-corporation for taxation purposes and its income and losses were passed through to its shareholders and reported on their individual tax returns.
For the six months ended July 3, 2026, the Company recognized a tax expense of $1.0 million despite the pre-tax loss, which was primarily attributable to a one-time deferred tax expense of approximately $3.8 million recorded in connection with the Company's reorganization into a C-corporation ahead of its IPO, reflecting the initial recognition of deferred tax balances for a structure not previously subject to entity-level income tax, as well as non-deductible compensation paid to an officer and equity-based compensation of approximately $0.8 million and $0.8 million, respectively. These increases were partially offset by federal research and development tax credits of approximately $0.3 million, the foreign-derived intangible income deduction of approximately $0.1 million, and non-taxable income from debt forbearance of approximately $0.3 million.

The tax benefit recognized during the interim period was driven primarily by the year-to-date pretax loss incurred through July 3, 2026. However, the Company’s estimated annual effective tax rate is based on forecasted full-year results, including projected income in subsequent interim periods. As a result, the Company recorded an interim tax benefit through July 3, 2026, while continuing to forecast income tax expense for the fiscal year ending January 1, 2027.


Key Performance Indicators and Non-GAAP Financial Measures
We measure our business, monitor results of operations and ensure proper allocation of capital using the following key performance indicators and non-GAAP financial measures: (i) Revenue, (ii) Backlog, (iii) Gross Profit, (iv) Gross Profit Margin, (v) Adjusted EBITDA from Continuing Operations, (vi) Adjusted EBITDA Margin from Continuing Operations, (vii) Net (Loss) Income, and (viii) Adjusted Net Income, and (ix) Adjusted Net Income Per Share. We believe the non-GAAP financial measures presented in this Report will help investors understand our financial condition and operating results and assess our future prospects. We believe these non-GAAP financial measures, each of which are discussed in greater detail below, are important supplemental measures because they exclude unusual or non-recurring items as well as non-cash items that are unrelated to or may not be indicative of our ongoing operating results. Further, when read in conjunction with our U.S. GAAP results, these non-GAAP financial measures provide a baseline for analyzing trends in our underlying businesses and can be used by management as a tool to help make financial, operational and planning decisions. We may use non-GAAP financial metrics in certain management compensation plans, debt covenants, internal budgetary decision making, and other resource allocation decisions. Finally, these measures are often used by analysts and other interested parties to evaluate companies in our industry by providing more comparable measures that are less affected by factors such as capital structure.
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Open Order Backlog
Our focus on Aerospace, Defense and Government by our CMC and EMP divisions has improved our open order backlog ("Backlog"), as described below. See “— Twelve Month Backlog Trend for CMC and EMP Divisions.” As of July 3, 2026, compared to June 30, 2025, our backlog related to our CMC and EMP divisions increased $46.9 million, or 55.4%, with a 100.5% increase in our Aerospace, Defense and Government backlog, driven by defense programs such as PrSM, Next Generation Interceptor, Hellfire, Javelin, Aegis and KC-135 Stratotanker, commercial aerospace programs, various defense radar programs and the effects of the increased of tungsten material price flowing through to our end product pricing. All other end markets backlog saw a decrease of $(2.4) million, or (6.8)%, period-over-period. The major driver of the decrease in backlog was associated with timing of orders with our largest medical customer, which drove the medical revenue increase in the reported periods, and which places inconsistent short duration purchase orders creating variability in the aggregated other end markets backlog.

Twelve-Month Backlog Trend for CMC and EMP Divisions
Backlog is measured by confirmed orders and contracts from customers less revenues recognized as of the date measured. The chart below presents our Backlog as of the dates indicated, which represents a key measure of our business growth. Backlog in the chart below excludes discontinued operations.
2979
Adjusted Net Income and Adjusted Net Income Per Share
Adjusted Net Income and Adjusted Net Income Per Share are non-GAAP measurements and are performance measures. We define adjusted net income as net income less stock-based compensation and one-time non-recurring costs such as tax impacts of the Reorganization, discontinued operations, the costs associated with the IPO, certain acquisition and transaction costs, severance and restructuring costs, and other non-recurring costs and the income tax effect of such adjustments, as applicable.
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The following table summarizes our reconciliation of adjusted earnings per share from continuing operations for the three and six month periods ended July 3, 2026 and June 30, 2025, with discontinued operations excluded from the results of continuing operations (in thousands, except percentages):
Three Months Ended Six Months Ended
($ in thousands) July 3,
2026
June 30,
2025
July 3,
2026
June 30,
2025
Numerator:
Net (loss) income $ (4,488) $ 1,240  $ (4,826) $ 2,437 
Adjustments to net (loss) income:
   One time tax expense associated with the Reorganization(1) —  —  3,791  — 
   Loss from discontinued operations —  890  —  1,546 
   Corporate costs associated with the IPO(2) 608  228  1,406  239 
   Stock-based compensation(3) 14,153  383 14,798  383
   Acquisition and transaction costs(4) —  89 —  156
   Other(5) 119 —  315 — 
  Tax effect of adjustments(6) (5,212) —  (5,556) — 
Adjusted net income $ 5,180  $ 2,830  $ 9,928  $ 4,761 
Denominator:
Weighted average shares outstanding – basic 28,414,861  20,123,187  24,223,725  20,123,187 
Weighted average shares outstanding – diluted(7) 28,983,463  20,268,282  24,846,095  20,196,135 
Net (loss) income per share:
Basic $ (0.16) $ 0.06  $ (0.20) $ 0.12 
Diluted $ (0.16) $ 0.06  $ (0.20) $ 0.12 
Adjusted net income per share:
Basic $ 0.18  $ 0.14  $ 0.41  $ 0.24 
Diluted $ 0.18  $ 0.14  $ 0.40  $ 0.24 
_______________________________________________________________________________
(1)Reflects the impact of the deferred tax adjustment of $3.5 million, which was recognized in the period of Reorganization and does not reflect ongoing income tax expense, and other discrete tax impacts of $0.3 million related to the Reorganization.
(2)Corporate costs associated with the IPO include third-party expenses related to enhancing our accounting controls and procedures, incremental audit costs, recruitment of executive team and legal expenses.
(3)Stock-based compensation includes expenses associated with restricted stock grants made in support of the IPO and the Reorganization. In the three and six months ended July 3, 2026, the Company expensed $14.2 million and $14.8 million, respectively, of which $4.1 million was settled in cash in association with stock appreciation rights.
(4)The adjustment for acquisition and transaction costs is to remove charges incurred in connection with any transaction, including mergers, acquisitions, refinancing, amendment or modification to indebtedness, and dispositions, in each case, regardless of whether consummated.
(5)Other includes restructuring and severance costs associated with a reorganization at our CMC division as well as Germany retention costs.
(6)Income tax effects associated with non-GAAP adjustments were calculated based on the specific tax treatment applicable to each adjustment and reflect the estimated current and deferred income tax consequences of the excluded items. The Company's effective GAAP tax rate for the quarter was (45.6)%, while the effective tax rate applied to non-GAAP results was 35.0%. The difference between the GAAP and non-GAAP tax rates primarily reflects the impact of tax effects associated with the Reorganization impacts, stock-based compensation arrangements, executive compensation limitations, discrete tax items recognized during the period, and other tax-related adjustments that are not directly proportional to the underlying pretax non-GAAP adjustments. Accordingly, the tax effect of non-GAAP
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adjustments differs from the amount that would be determined by applying the Company's GAAP effective tax rate or statutory tax rate to the related pretax adjustments. There is no tax impact prior to the quarter ended April 3, 2026, as we were treated as an S-corporation for tax purposes prior to the Reorganization.
(7)For the purpose of both the denominator of the net (loss) income per share and for the denominator for the adjusted net income per share, the Company considered the potential impact on the weighted average common stock outstanding dilutive impact of the 657,704 shares of restricted stock units, 457,490 restricted stock awards, and 677,280 of stock appreciation rights that were issued and outstanding during the period, which were all evaluated under the treasury stock method.
For the purposes of the denominator of the net (loss) income per share, there was no impact of dilutive shares for the three and six months ended July 3, 2026, as the Company operated at a net loss for both periods. For the three and six months ended July 30, 2025, the Company determined that the impact represented 145,095 and 72,948 dilutive shares, respectively, considering the weighted average unrecognized compensation costs of approximately $2.6 million and $1.1 million, respectively, and the estimated fair value of our common stock for the period.
For the purposes of the denominator for the adjusted net income per share, for the three and six months ended July 3, 2026, the Company determined that the impact represented 568,602 and 622,370 dilutive shares, respectively, considering the weighted average unrecognized compensation costs of approximately $6.1 million and $6.7 million, respectively, and the estimated fair value of our common stock for the period. For the three and six months ended July 30, 2025, the Company determined that the impact represented 145,095 and 72,948 dilutive shares, respectively, considering the weighted average unrecognized compensation costs of approximately $2.6 million and $1.1 million, respectively, and the estimated fair value of our common stock for the period.

Adjusted EBITDA from Continuing Operations
The following tables summarize our reconciliation of income (loss) from continuing operations to Adjusted EBITDA from Continuing Operations and our Adjusted EBITDA Margin from Continuing Operations for the three and six
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month periods ended July 3, 2026, for our divisions, with discontinued operations excluded from the results of continuing operations (in thousands, except percentages):
Three Months Ended July 3, 2026
($ in thousands) CMC EMP Corporate & Other Total
Revenue $ 57,047  $ 9,354  $ —  $ 66,401 
Income (loss) from continuing operations $ 5,780  $ (809) $ (9,459) $ (4,488)
Income (loss) from continuing operations % 10.1  % (8.6) % n/m (6.8) %
Adjustments to income (loss) from continuing operations:
Income tax benefit
$ —  $ —  $ (3,750) $ (3,750)
Interest expense (income)(1)
460  66  (166) 360 
Depreciation and amortization 1,584  272  —  1,856 
Corporate costs associated with the IPO(2) 108  —  500  608 
Stock-based compensation(3) 4,008  188  9,957  14,153 
Other(4) —  119  —  119 
Adjusted EBITDA $ 11,941  $ (164) $ (2,918) $ 8,858 
Adjusted EBITDA Margin 20.9  % (1.8) % n/m 13.3  %
n/m = not meaningful

Six Months Ended July 3, 2026
($ in thousands) CMC EMP Corporate & Other Total
Revenue $ 105,253  $ 17,155  $ —  $ 122,408 
Income (loss) from continuing operations $ 10,074  $ (1,190) $ (13,710) $ (4,826)
Income (loss) from continuing operations % 9.6  % (6.9) % n/m (3.9) %
Adjustments to income (loss) from continuing operations:
Income tax provision $ —  $ 4  $ 956  $ 960 
Interest expense (income)(1)
1,370  233  (3) 1,600 
Depreciation and amortization 3,216  560  3  3,779 
Corporate costs associated with the IPO(2) 108  —  1,298  1,406 
Stock-based compensation(3) 4,008  188  10,602  14,798 
Other(4) 166  149  —  315 
Adjusted EBITDA $ 18,942  $ (56) $ (854) $ 18,032 
Adjusted EBITDA Margin 18.0  % (0.3) % n/m 14.7  %
______________________________________________________________________
n/m = not meaningful
(1)Interest expense includes both third-party interest expense and related party interest expense.
(2)Corporate costs associated with the IPO include third-party expenses related to enhancing our accounting controls and procedures, incremental audit costs, recruitment of executive team and legal expenses.
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(3)Stock-based compensation includes expenses associated with restricted stock grants made in support of the IPO and the Reorganization. In the three and six months ended July 3, 2026, the Company expensed $14.2 million and $14.8 million, respectively, of which $4.1 million was settled in cash in association with stock appreciation rights.
(4)Other includes restructuring and severance costs associated with a reorganization at our CMC division as well as Germany retention costs.
The following tables summarize our reconciliation of income (loss) from continuing operations to Adjusted EBITDA from Continuing Operations and our Adjusted EBITDA Margin from Continuing Operations for the three and six
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month periods ended June 30, 2025 for our divisions, with discontinued operations excluded from the results of continuing operations (in thousands, except percentages):

Three Months Ended June 30, 2025
($ in thousands) CMC EMP Corporate & Other Total
Revenue $ 41,705  $ 7,425  $ —  $ 49,130 
Income (loss) from continuing operations $ 3,190  $ (19) $ (1,041) $ 2,130 
Income (loss) from continuing operations % 7.6  % (0.3) % n/m 4.3  %
Adjustments to income (loss) from continuing operations:
Income tax provision $ —  $ —  $ —  $ — 
Interest expense(1) 986  145  39  1,170 
Depreciation and amortization 1,333  278  —  1,611 
Corporate costs associated with the IPO(2) 59  30  228  317 
Stock-based compensation
383  —  —  383 
Adjusted EBITDA $ 5,951  $ 434  $ (774) $ 5,611 
Adjusted EBITDA Margin 14.3  % 5.8  % n/m 11.4  %
n/m = not meaningful
Six Months Ended June 30, 2025
($ in thousands) CMC EMP Corporate & Other Total
Revenue $ 80,818  $ 14,699  $ —  $ 95,517 
Income (loss) from continuing operations $ 5,004  $ 589  $ (1,610) $ 3,983 
Income (loss) from continuing operations % 6.2  % 4.0  % n/m 4.2  %
Adjustments to income (loss) from continuing operations:
Income tax provision $ —  $ —  $ —  $ — 
Interest expense(1) 1,713  295  88  2,096 
Depreciation and amortization 2,648  567  —  3,215 
Corporate costs associated with the IPO(2) 96  60  238  394 
Stock-based compensation
383  —  —  383 
Adjusted EBITDA $ 9,844  $ 1,511  $ (1,284) $ 10,071 
Adjusted EBITDA Margin 12.2  % 10.3  % n/m 10.5  %
______________________________________________________________________
n/m = not meaningful
(1)Interest expense includes both third-party interest expense and related party interest expense.
(2)Corporate costs associated with the IPO include third-party expenses related to enhancing our accounting controls and procedures, incremental audit costs, recruitment of executive team and legal expenses.
We recognize that these non-GAAP financial measures have limitations and that other companies may calculate non-GAAP financial measures differently and may use their non-GAAP financial measures under different circumstances or for different purposes, thereby affecting their comparability from company to company. In order to address these and the other limitations discussed below, management does not consider these measures in isolation from or as alternatives to the
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comparable financial measures determined in accordance with U.S. GAAP. Investors should review the reconciliations below and should not rely on any single financial measure to evaluate our business.

We define these non-GAAP financial measures as:
•Adjusted Net Income. We define adjusted net income as net income less stock-based compensation and one-time non-recurring costs such as tax impacts of the Reorganization, discontinued operations, the costs associated with the IPO, certain acquisition and transaction costs, severance and restructuring costs, and other non-recurring costs and the income tax effect of such adjustments, as applicable.
•Adjusted Net Income Per Share (basic and diluted). Adjusted Net Income Per Share is calculated by dividing Adjusted Net Income by weighted average shares outstanding (basic and diluted).
•Adjusted EBITDA. We define Adjusted EBITDA as our net income plus interest expense, income taxes, depreciation and amortization, and, as applicable for each period, stock-based compensation expense. Adjusted EBITDA also excludes certain non-recurring costs such as the costs associated with the IPO, certain acquisition and transaction costs, severance and restructuring costs, and other non-recurring costs.
•Adjusted EBITDA Margin. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by revenue.
•Adjusted Gross Profit. We define Adjusted Gross Profit as total revenue less adjusted cost of goods sold, which we define as cost of goods sold less costs related to one-time non-recurring, non-inventory related expenses that under U.S. GAAP are categorized as costs of goods sold. This measure was not disclosed as there were no items that met these criteria for the periods presented.
•Adjusted Gross Profit Margin. Adjusted Gross Profit Margin is calculated by dividing Adjusted Gross Profit by total revenue. This measure was not disclosed as there were no items that met these criteria for the periods presented.
Although we use Adjusted Net Income, Adjusted Net Income Per Share, Adjusted EBITDA, and Adjusted EBITDA Margin as measures to assess the performance of our business and for the other purposes set forth above, the use of non-GAAP financial measures as analytical tools has limitations, and you should not consider any of them in isolation, or as a substitute for analysis of our results of operations as reported in accordance with U.S. GAAP. Some of these limitations are:
•Non-recurring adjustments to Adjusted Net Income and Adjusted Net Income Per Share often require cash and, if material in nature, the use of such cash could materially negatively affect cash flows;
•Adjusted EBITDA and Adjusted EBITDA Margin do not reflect the significant interest expense, or the cash requirements, necessary to service interest payments on our indebtedness;
•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and the cash requirements for such replacements are not reflected in Adjusted EBITDA and Adjusted EBITDA Margin;
•Adjusted Net Income, Adjusted Net Income Per Share, Adjusted EBITDA and Adjusted EBITDA Margin exclude the cash expense we have incurred to integrate acquired businesses into our operations, which is a necessary element of certain of our acquisitions;
•Omission of the substantial amortization expense associated with our intangible assets further limits the usefulness of Adjusted EBITDA and Adjusted EBITDA Margin; and
•Adjusted EBITDA and Adjusted EBITDA Margin do not include the payment of taxes, which is a necessary element of our operations.
Because of these limitations, Adjusted Net Income, Adjusted Net Income Per Share, Adjusted EBITDA and Adjusted EBITDA Margin should not be considered as measures of cash available to us to invest in the growth of our business. Adjusted Net Income, Adjusted Net Income Per Share, Adjusted EBITDA, and Adjusted EBITDA Margin are not measurements of financial performance under U.S. GAAP, and they should not be considered as alternatives to net
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income, income from continuing operations or cash flow from continuing operations determined in accordance with U.S. GAAP.
Critical Accounting Policies and Estimates
Our consolidated financial statements and the related notes included elsewhere in this Report are prepared in accordance with GAAP. The preparation of consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and various other assumptions we believe to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates under different assumptions or circumstances. While our significant accounting policies are described in more detail in the notes to our consolidated financial statements appearing elsewhere in this Report, we believe the following critical accounting policies require the use of significant estimates and judgments in the preparation of our consolidated financial statements.
Revenue Recognition
We recognize revenue in a manner which depicts the transfer of promised goods or services to customers in an amount reflecting the consideration to which we expect to be entitled in exchange for those goods or services.
Most of our revenue is recognized at the point in time control transfers to our customer based on predetermined shipping terms. Revenue is recognized over time under certain contracts for highly customized products that have no alternative use and in which the contract specifies we have enforceable right to payment for our costs, plus a reasonable margin.
For products recognized over time, the transfer of control is measured using the input method, which measures progress toward completion as costs are incurred and estimates of costs to complete such contracts. Significant judgment is used to estimate total costs at completion. Unforeseen events and circumstances can alter the estimate of the costs and potential benefits associated with a particular contract. Changes in job performance, job conditions, estimated profitability, and final contract settlements may result in revisions to costs and income. We recognize changes in contract estimates on a cumulative “catch-up” basis in the period in which the changes are identified. Such changes in contract estimates can result in the recognition of revenue in the current period for performance obligations which were satisfied or partially satisfied in a prior period. Changes in contract estimates may also result in the reversal of previously recognized revenue if the current estimate differs from the previous estimate. Losses on contracts are fully recognized in the period in which the losses become determinable.
Inventory Valuation
Inventory includes material, direct labor and related manufacturing overhead, and are stated at the lower of cost, determined on a first-in, first-out basis and average cost, or net realizable value determined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation.
We adjust the carrying value of inventory for the estimated difference between the cost of inventory and the estimated net realizable value based upon assumptions about future demand and selling price. We also analyze our inventory levels on each reporting date for excess and obsolete inventory. Our analysis requires judgment and is based on factors including, but not limited to, recent historical activity, anticipated or forecasted demand for our products, competitiveness of product offerings, and market conditions. If estimates of customer demand diminish further or market conditions become less favorable than we project, we may need to make additional inventory adjustments, subject to judgment and estimation.
Stock-Based Compensation Expense
We record stock-based compensation expense for stock-based awards issued to our employees based on our estimate of the fair value of the stock-based awards at the grant date. We estimate the fair value of our stock-based awards based on the fair value of our common stock. See “Note 2 — Summary of Significant Accounting Policies — Stock-Based Compensation” within our unaudited consolidated financial statements as of July 3, 2026 and for the three and six month periods ended July 3, 2026, and June 30, 2025, respectively, included elsewhere in this Report.
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For stock-based awards that include a service-based vesting condition, we recognize the expense ratably over the requisite service period. For stock-based awards that include a performance-based vesting condition, we recognize the expense when it is probable that the performance-based vesting condition will be satisfied and the award has satisfied other vesting conditions, if any. Forfeitures are recognized as they are incurred. Refer to “— Critical Accounting Policies and Significant Judgements and Estimates — Common Stock Valuations” below for additional detail on the valuation methodology to determine the fair value of our common stock.
Common Stock Valuations
To date, there has been no public market for our common stock. As such, the estimated fair value of our equity has been determined at each grant date by our board of directors, with input from management, based on the information known to us on the grant date and upon a review of any recent events and their potential impact on the estimated per share fair value of our common stock. As part of these fair value determinations, our board of directors obtained and considered valuation reports prepared by an independent third-party valuation specialist in accordance with the guidance outlined in the American Institute of Certified Public Accountants Technical Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The value of our common stock is estimated using income and market valuation approaches. The assumptions underlying these valuations include projected future revenue and cash flows, discount rates, market multiples, selection of comparable companies, the lack of marketability of our common stock and probability of possible future events and represent our best estimates at the time they were made, which involves inherent uncertainty and the application of judgment. Changes to the key assumptions and estimates used in the valuations could result in materially different fair values of our common stock at each valuation date.
Following the closing of our initial public offering, it is no longer necessary for our board of directors to estimate the fair value of our common stock in connection with the accounting for stock-based awards we may grant, as the fair value of our common stock will be determined based on the closing price of our common stock as reported on the date of grant.
Recent Accounting Pronouncements
See “Note 3 — Recently Adopted and Recently Issued Accounting Pronouncements” within our unaudited consolidated financial statements as of July 3, 2026 and for the three and six month periods ended July 3, 2026 and June 30, 2025, respectively, included elsewhere in this Report for any recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted.
Liquidity and Capital Resources
As of July 3, 2026, we had $66.1 million in cash, $4.9 million in marketable securities, and approximately $44.8 million in available debt facility capacity. As of December 31, 2025, our continuing operations had $1.8 million in cash, $0.2 million in marketable securities, and $26.1 million in available debt capacity.
Our principal historical liquidity requirements have been for organic growth, acquisitions, capital expenditures, servicing indebtedness, and working capital needs. We do not expect there to be substantial changes in our future capital requirements. We anticipate over the next 12 months we will meet our liquidity needs, including debt servicing, through the proceeds from the IPO, cash generated, available cash balances, and borrowings from our line of credit facilities discussed below. We fund our investing activities primarily from cash provided by our operating and financing activities. As we continue to expand our business, including any acquisitions we may make, we may in the future require additional working capital for increased costs.
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Indebtedness
The following table summarizes our indebtedness, excluding forgivable loans, as of July 3, 2026:
($ in thousands) July 3,
2026
Line of Credit Facilities:
Wells Fargo LOC $ 658 
Auburn Savings Loan 759 
Term Loans:
Wells Fargo Term Loan 6,725 
First BankProv Term Note 1,369 
United Federal Credit Union Note 836 
Other Equipment Loans 47 
Total Indebtedness $ 10,394 

The following provides additional details on our material indebtedness, excluding the Other Equipment Loans, Symphony Line of Credit and Symphony Term Loans (see Note 12 — Debt within the notes to our unaudited consolidated financial statements included elsewhere in this Report for details on those loans), as of July 3, 2026:
Line of Credit Facilities
Wells Fargo LOC
On November 6, 2023, Elmet Tech entered into a $40.0 million revolving credit facility with Wells Fargo Bank (the “Wells Fargo LOC”) pursuant to an Amended and Restated Credit Agreement (the “Wells Fargo Credit Agreement”). The Wells Fargo LOC accrues interest monthly based on a floating rate, as defined by the lender, and is subject to periodic adjustments based on prevailing market conditions.
As of July 3, 2026 and December 31, 2025, outstanding borrowings under the Wells Fargo LOC were approximately $0.7 million and $20.5 million, respectively. As of July 3, 2026 and December 31, 2025, the applicable interest rates were 7.50% and 5.92%, respectively, on the $0.7 million and $10.0 million outstanding as of each period and 7.75% on the remaining outstanding amount of approximately $10.5 million as of December 31, 2025. The Wells Fargo LOC consists of two different borrowing tranches with different applicable rates, and therefore there may be multiple rates for the same period, depending on the overall outstanding balance. As of July 3, 2026, availability to borrow under the Wells Fargo LOC was approximately $39.2 million. The Wells Fargo LOC matures on the earlier of (i) November 6, 2028, or (ii) the maturity date of the Great Falls Term Loan (as defined below).
Elmet Tech is required to pay customary fees associated with the credit facility, including commitment and administrative fees. In addition, the Wells Fargo LOC contains customary conditions regarding Elmet Tech’s borrowing, including events of default and covenants. Covenants include restrictions on Elmet Tech’s ability to incur indebtedness, grant liens, dispose of assets, make investments, bail or consign inventory or engage in transactions with affiliates (each such restriction subject to certain exceptions), and require us to maintain a consolidated Fixed Charge Coverage Ratio (as such term is defined in the Wells Fargo Credit Agreement) of not less than 1.05 to 1.00, as measured on a month-end basis. The obligations under the Wells Fargo LOC are secured by liens on substantially all of the assets of Elmet Tech, Elmet Coldwater and Elmet Euclid. We were in compliance with all covenants as of the date of this Report.
Domestic March 2020 Line of Credit
On March 2, 2020, Microwave Techniques entered into a $3.0 million demand line of credit with BankProv (formerly known as The Provident Bank and now known as Needham Bank after its merger in November 2025) (the “Domestic March 2020 Line of Credit”) to finance domestic receivables and inventory. Amounts under the Domestic March 2020 Line of Credit were secured by certain assets of Microwave Techniques and are guaranteed by Microwave Techniques. The Domestic March 2020 Line of Credit accrued interest monthly based on a floating rate equal to the prime rate as reported in the Wall Street Journal, which was equal to 6.75% and 7.00% as of July 3, 2026 and December 31, 2025.
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The Domestic March 2020 Line of Credit was originally set to expire in February 2025. On January 30, 2025, Microwave Techniques entered into an amendment to the Domestic March 2020 Line of Credit, increasing the Domestic March 2020 Line of Credit from $3.0 million to $4.0 million. With the execution of the second amendment in January 2026, the maturity date was extended from February 2025 to April 2, 2026. All other key terms of the original Domestic March 2020 Line of Credit agreement remained consistent.
On April 3, 2026, we entered into a third amendment of the Domestic March 2020 Line of Credit to remove the stated maturity. Following the third amendment, the Domestic March 2020 Line of Credit is due on demand.
As of July 3, 2026, the entire balance of the Domestic March 2020 Line of Credit was repaid and there was no outstanding balance. As of December 31, 2025, the outstanding balance was $3.3 million. As of July 3, 2026, availability to borrow under the Domestic March 2020 Line of Credit was the full principal sum of up to $4.0 million.
Microwave Techniques was required to pay customary fees associated with the credit facility, including commitment and administrative fees. The Domestic March 2020 Line of Credit contained customary conditions, events of default and financial covenants, including leverage ratio requirements, which we were in compliance with as of the date of this Report.
CEO Line of Credit
On January 1, 2023, A&A entered into a $2.0 million line of credit note with Peter V. Anania, our Chief Executive Officer and Chairman (the “CEO Line of Credit”). On October 1, 2025, A&A and our Chief Executive Officer and Chairman entered into an amendment which increased the total amount available to borrow on the CEO Line of Credit from $2.0 million to $2.5 million. The CEO Line of Credit accrued interest monthly on the outstanding balance based on a stated interest rate of 9.00%.
As of December 31, 2025, the outstanding principal balance of the CEO Line of Credit was approximately $1.8 million. The CEO Line of Credit was subject to customary conditions, including events of default, which we were in compliance with as of the date of this Report.
The previously amended maturity date of the CEO Line of Credit was January 1, 2026. On January 1, 2026, we amended the CEO Line of Credit to extend the maturity date from January 1, 2026 to the earlier of: (i) the closing of an initial public offering, or (ii) July 1, 2026. In connection with the amendment, we agreed to pay an extension fee of $0.2 million at maturity in addition to the outstanding principal and accrued, unpaid interest.
The CEO Line of Credit was repaid in full on May 1, 2026 with proceeds from the IPO.
Auburn Savings Loan
On December 26, 2024, Elmet Tech entered into a $0.8 million construction loan with Auburn Savings Bank, FSB (“Auburn Savings Bank”) pursuant to a Commercial Note Agreement (the “Auburn Savings Loan”). Once drawn, the Auburn Savings Loan accrues interest monthly at an initial rate of 7.00% for the first five years, which will be adjusted every fifth anniversary of January 25, 2026, to the Federal Home Loan Bank’s 5/20 amortizing advance rate plus 3.00%. The maturity date of the Auburn Savings Loan is December 25, 2046.
As of July 3, 2026 and December 31, 2025, there was $0.8 million of outstanding borrowings under the Auburn Savings Loan. As of July 3, 2026, there was no availability to borrow under the Auburn Savings loan, as the principal amount was borrowed.
The obligations under the Auburn Savings Loan are secured by a lien on certain real estate assets and guaranteed by Poly Labs Solar LLC. In addition, the Auburn Savings Loan is subject to customary conditions, including events of default, of which we were in compliance as of the date of this Report. The Auburn Savings Loan will be converted to a term loan at the completion of the related construction.
Foreign March 2020 Line of Credit
On March 2, 2020, Microwave Techniques entered into a $1.0 million demand line of credit with BankProv (the “Foreign March 2020 Line of Credit”) to finance foreign receivables. Amounts under the Foreign March 2020 Line of Credit were secured by certain assets of a consolidated subsidiary and were guaranteed by a consolidated subsidiary. The Foreign March 2020 Line of Credit accrued interest monthly based on a floating rate equal to the prime rate as reported in the Wall Street Journal, which was 6.75% and 7.00% as of July 31, 2026 and December 31, 2025, respectively. As of July
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3, 2026, the entire balance was repaid and there was no outstanding balance. As of December 31, 2025, the outstanding balance was $0.2 million. As of July 3, 2026, the availability to borrow under the Foreign March 2020 Line of Credit was the full principal of $0.8 million.
The borrowings owed under the Foreign March 2020 Line of Credit were set to expire in February 2025; however, the maturity date was extended to April 2, 2026 in connection with an amendment to the Foreign March 2020 Line of Credit entered into on January 30, 2026.
On April 3, 2026, we entered into an additional amendment of the Foreign March 2020 Line of Credit to remove the stated maturity. Following this amendment, the Foreign March 2020 Line of Credit was due on demand.
Microwave Techniques was required to pay customary fees associated with the credit facility, including commitment and administrative fees. The Foreign March 2020 Line of Credit contained customary conditions on events of default and financial covenants, including leverage ratio requirements, which we were in compliance with as of the date of this Report.
Auburn Savings LOC
On April 14, 2025, Elmet Tech entered into a $0.6 million line of credit facility with Auburn Savings Bank pursuant to a Demand Commercial Line of Credit Agreement (the “Auburn Savings LOC”). The Auburn Savings LOC accrues interest monthly at the prime rate as published by The Wall Street Journal plus 0.50%. The effective interest rate as of July 3, 2026 and December 31, 2025 was 7.25% and 7.50%, respectively.
As of July 3, 2026, there were no outstanding borrowings under the Auburn Savings LOC. As of December 31, 2025, the outstanding borrowings was $0.1 million. As of July 3, 2026, availability to borrow under the Auburn Savings LOC was the full principal of $0.6 million. The Auburn Savings LOC does not have a maturity date but is due on demand at Auburn Savings Bank’s discretion or upon an event of default as defined in the Auburn Savings LOC.
The obligations under the Auburn Savings LOC are secured by a lien on certain real estate assets and guaranteed by Poly Labs Solar LLC. In addition, the Auburn Savings LOC is subject to customary conditions, including events of default, which we were in compliance with as of the date of this Report.
Term Loans
Great Falls Term Loan
On November 6, 2023, Elmet Tech entered into a secured $20.0 million term note with Great Falls Property, LLC (the “Great Falls Term Loan”), which is owned by George Schott, one of our principal stockholders. The Great Falls Term Loan accrued interest monthly based on a floating rate equal to the prime rate as reported by the Wall Street Journal plus a spread of 1.00%, with a floor of 9.50%. As December 31, 2025, approximately $15.0 million was outstanding under the Great Falls Term Loan. The maturity date of the Great Falls Term Loan was November 6, 2028; however, on April 28, 2026, the Great Falls Term Loan was repaid in full with proceeds from the IPO.
The Great Falls Term Loan was secured by the real estate associated with our Coldwater and Euclid facilities, held by Elmet Coldwater and Elmet Euclid, respectively, and contained conditions on events of default resulting in acceleration of payment in full of the principal and interest outstanding at the time of the event of default, which we were in compliance with as of the date of this Report.
Wells Fargo Term Loan
On November 6, 2023, Elmet Tech entered into a secured $8.7 million term note with Wells Fargo Bank pursuant to an Amended and Restated Credit Agreement (the “Wells Fargo Term Note”). The Wells Fargo Term Note accrues interest monthly based on a floating rate, as defined by the lender, and is subject to periodic adjustments based on prevailing market conditions. Under the Wells Fargo Term Note, we make payments of principal monthly. During the year ended December 31, 2024, we modified the Wells Fargo Term Note and borrowed an additional $2.0 million.
As of July 3, 2026 and December 31, 2025, the outstanding balance under the Wells Fargo Term Loan was approximately $6.7 million and $7.7 million, respectively. As of July 3, 2026 and December 31, 2025, the applicable interest rates were 6.37% and 6.62%, respectively, on the portion of outstanding principal entered into during November 2023, and 8.50% on the $2.0 million incremental borrowings entered into during December 2024. During the six months ended July 3, 2026 and June 30, 2025, the Company made aggregate principal repayments of $1.0 million and $0.8 million,
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respectively. The Wells Fargo Term Loan matures on the earlier of (i) November 6, 2028, or (ii) the maturity date of the Great Falls Term Loan.
The Wells Fargo Term Note contains customary conditions regarding our borrowing, including events of default and covenants. Covenants include restrictions on certain consolidated subsidiaries’ ability to incur indebtedness, grant liens, dispose of assets, make investments, bail or consign inventory or engage in transactions with affiliates (each such restriction subject to certain exceptions), and requires us to maintain a consolidated Fixed Charge Coverage Ratio (as such term is defined in the Wells Fargo Credit Agreement) of not less than 1.05 to 1.00, as measured on a month-end basis. The obligations under the Wells Fargo Term Note are secured by substantially all of Microwave Techniques’ assets. We were in compliance with all covenants as of the date of this Report.
First BankProv Term Note
On March 2, 2020, Microwave Techniques entered into a secured $6.5 million term note with BankProv (the “First BankProv Term Note”). Amounts under the First BankProv Term Note are secured by certain assets of Microwave Techniques and are guaranteed by Microwave Techniques. The First BankProv Term Note accrues monthly interest based on a stated interest rate of 4.79%. As of July 3, 2026 and December 31, 2025, the outstanding balance of the First BankProv Term Note was approximately $1.4 million and $1.7 million, respectively.
On March 31, 2026, we amended the First BankProv Term Note to extend the maturity date from March 2, 2027 to March 1, 2033. In connection with the amendment, the interest rate increased to a fixed rate of 6.50% and the repayment schedule was amended, whereby we are required to make interest only payments for a period of twelve months commencing April 1, 2026, followed by principal payments over a six-year amortization period.
The First BankProv Term Note contains conditions on Microwave Techniques borrowing, including events of default and covenants. Covenants include restrictions on Microwave Techniques’ ability to incur indebtedness, grant liens, dispose of assets, make investments or loans, and strategic transactions (each such restriction subject to certain exceptions), and require the consolidated subsidiaries to maintain several financial covenants, including a leverage ratio. We were in compliance with all obligations under the First BankProv Term Note as of the date of this Report.
United Federal Credit Union Note
On September 23, 2024, Elmet Tech entered into a secured $1.6 million term note with United Federal Credit Union (the “United Federal Credit Union Note”). Amounts under the United Federal Credit Union Note are secured by a solar project at Elmet Coldwater LLC, which now serves as a real estate holding company for properties used by our CMC division. The United Federal Credit Union Note accrues monthly interest based on a stated interest rate of 9.00% and does not require payments of principal until March 2025. As of July 3, 2026 and December 31, 2025, the outstanding balance under the United Federal Credit Union Note was $0.8 million and $1.1 million, respectively. The United Federal Credit Union Note has a maturity date of September 10, 2027.
The United Federal Credit Union Note contains customary conditions on borrowing, including events of default. Upon an event of default, the lender would be entitled to exercise customary remedies, including acceleration of amounts due and enforcement of any applicable rights against the borrower. We were in compliance with all obligations under the United Federal Credit Union Note as of the date of this Report.
AAI Note
On January 2, 2026, in connection with the Reorganization, we entered into a $2.4 million promissory note (the “AAI Note”) with Anania & Associates Investment Company LLC, which is controlled by our CEO, related to outstanding obligations between us and AAI. The AAI Note is due and payable on the earlier of demand by us or January 1, 2027, and accrues interest at a rate of 6.00% per annum. As of July 3, 2026, was paid in full and the note was terminated.
Poly Labs Note Payable (Due to Poly Labs)
Following our distribution of Poly Labs (see Note 5 — Discontinued Operations within the notes to our consolidated financial statements included elsewhere in this Report), AAI had an outstanding note payable owed to Poly Labs of approximately $1.7 million (the “Poly Labs Note Payable”). Prior to the distribution of Poly Labs, the Poly Labs Note Payable was eliminated in consolidation. The Poly Labs Note Payable accrued interest monthly based on a stated interest rate of 10.00% and had a maturity date of January 31, 2026. As of December 31, 2025, the outstanding balance
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under the Poly Labs Note Payable was $0.5 million. Following the Reorganization and spinoff of AAI, the Poly Labs Note Payable was no longer our indebtedness.
October 2023 Term Loans
On October 6, 2023, we entered into two separate unsecured term loans with investors of AAI, with aggregate gross proceeds of approximately $0.5 million (the “October 2023 Term Loans”). The October 2023 Term Loans accrued interest monthly based on a stated fixed interest rate of 8.00%. In April 2025, AAI amended one of the October 2023 Term Loans to add a conversion feature to enable the holder to convert the outstanding principal and accrued interest into membership units of AAI upon certain liquidity events, including an initial public offering. On December 29, 2025, the holder of this October 2023 Term Loan waived his right to convert the term loan into AAI membership units. The maturity dates of the October 2023 Term Loans ranged from October 2026 to October 2027. As of December 31, 2025, approximately $0.5 million was outstanding related to the October 2023 Term Loans. Following the Reorganization and spinoff of AAI, the October 2023 Term Loans were no longer our indebtedness.
Cash Flows
The following table summarizes our consolidated cash flows from continuing operations for the six months ended:
Six Months Ended
($ in thousands) July 3,
2026
June 30,
2025
Net cash (used in) provided by operating activities from continuing operations
$ (7,572) $ 9,024 
Net cash used in investing activities from continuing operations (4,567) (4,602)
Net cash provided by (used in) financing activities from continuing operations
76,540  (6,452)
Effects of exchange rate changes on cash from continuing operations (38) 42 
Net change in cash from continuing operations $ 64,363  $ (1,988)

Operating Activities
Net cash used in operating activities from continuing operations was $7.6 million for the six months ended July 3, 2026, driven primarily by a net loss from continuing operations of $4.8 million and changes in net working capital of $18.5 million, partially offset by non-cash adjustments to income from continuing operations of $15.7 million. Non-cash adjustments to income from continuing operations primarily consisted of stock-based compensation expense of $10.7 million, deferred income taxes of $4.0 million, non-cash lease expense of $0.5 million, and depreciation and amortization expense of $3.8 million, partially offset by a $2.2 million unrealized gain on fair market value of derivative assets and a $1.1 million unrealized gain on marketable securities. The change in net working capital was a result of a $32.7 million increase in inventories, net cash outflow of $5.6 million related to the timing of billing and cash receipts from customers, increase in income tax receivables of $3.7 million, and an increase of $2.4 million in prepaid expenses and other current assets, partially offset by an increase in accounts payable of $12.2 million, an increase in deferred revenue of $6.6 million, an increase in accrued expenses and other current liabilities of $5.0 million, and an decrease in unbilled revenue of $2.1 million.
Net cash provided by operating activities from continuing operations was $9.0 million for the six months ended June 30, 2025, driven primarily by $0.9 million from changes in net working capital, income from continuing operations of $4.0 million, and non-cash adjustments to income from continuing operations of $4.1 million. The change in net working capital was a result of a net cash inflow related to the timing of billing and cash receipts of customers of $7.6 million, an increase in deferred revenue of $4.0 million, an increase in accounts payable of $0.9 million, and an increase in accrued expenses and other current liabilities of $4.2 million, partially offset by an increase in inventories of $10.8 million, an increase in unbilled revenue of $4.1 million, an increase in prepaid expenses and other current assets of $0.5 million, and other net cash outflows related to other immaterial activity of $0.4 million. Non-cash adjustments to income from continuing operations primarily consisted of depreciation and amortization expense of $3.2 million, stock-based compensation of $0.4 million, non-cash lease expense of $0.4 million, and other immaterial activity of $0.1 million.
Investing Activities
Net cash used in investing activities from continuing operations was $4.6 million for the six months ended July 3, 2026, driven primarily by purchases of property, plant and equipment of $7.0 million and purchases of marketable
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securities of $1.4 million, which were partially offset by $3.8 million of cash received from government grants related to capital projects.
Net cash used in investing activities from continuing operations was $4.6 million for the six months ended June 30, 2025, driven primarily by purchases of property, plant and equipment of $6.5 million, which were partially offset by $1.8 million of cash received from government grants related to capital projects.
Financing Activities
Net cash provided by financing activities from continuing operations was $76.5 million for the six months ended July 3, 2026, driven primarily by proceeds from initial public offering of $125.4 million and proceeds from revolving credit facility of $76.4 million, partially offset by payments of principal on revolving credit facilities of $99.9 million, payments of principal on long-term debt – related party of $17.3 million, employee taxes paid on shares for tax-withholding purposes of $4.4 million, and net cash outflows from other immaterial movements of $3.7 million.
Net cash used in financing activities from continuing operations was $6.3 million for the six months ended June 30, 2025, driven primarily by cash distributions paid to stockholders of $6.3 million, principal payments on long-term debt of $4.2 million, net payments of principal on revolving credit facilities - related party of $1.6 million, and net cash outflows from other immaterial movements of $0.3 million, partially offset by proceeds from revolving credit facility of $6.5 million.
Material Cash Commitments
Our material future cash commitments are to repay our current indebtedness obligations, as described above, and make payments under leases for our facilities. We have operating leases for our manufacturing facilities with lease terms that expire between November 2026 and February 2037. Many leases include one or more options to renew, but renewals are not assumed in the determination of the lease term due to uncertainty. For more information on our leases, see Note 10 — Leases within our unaudited consolidated financial statements included elsewhere in this Report.
The following table summarizes our material cash commitments as of July 3, 2026 (in thousands):

Fiscal Year, Leases Indebtedness Total
Remaining 2026 $ 1,069  $ 1,034  $ 2,103 
2027 2,254  2,333  4,587 
2028 2,253  5,291  7,544 
2029 2,028  237 2,265 
2030 $ 1,790  253 2,043 
Thereafter 10,667  1,246  11,913 
Total $ 20,061  $ 10,394  $ 30,455 

Off-Balance Sheet Arrangements
As of July 3, 2026 and December 31, 2025, we did not have any off-balance sheet arrangements.
ITEM 3: Quantitative and Qualitative Disclosure About Market Risk
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.
ITEM 4: Controls and Procedures
Disclosure Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure
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controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of July 3, 2026, our disclosure controls and procedures were not effective at the reasonable assurance level as a result of the material weaknesses described below.
Material Weaknesses and Remediation Plan
As disclosed in our Registration Statement on Form S-1 (File No. 333-294725), as amended and supplemented (the “IPO Registration Statement”), and declared effective by the SEC on April 22, 2026, as of December 31, 2025, the following material weaknesses existed:
•We did not maintain effective segregation of duties surrounding the review and approval of transactions in our EMP division as a result of limited headcount resources within the finance department; and
•We did not maintain effective information technology general controls due to a lack of design and maintenance of such controls.
We have not identified a material misstatement to our financial statements resulting from the material weaknesses described above.
Our management has taken action to begin remediating these material weaknesses; however, certain remedial actions have not started or have only recently been undertaken, and we cannot be certain as to when remediation will be fully completed. In addition, we could in the future identify additional internal control deficiencies that could rise to the level of a material weakness or uncover other errors in financial reporting. During the course of our evaluation, we may identify areas requiring improvement and may be required to design additional enhanced processes and controls to address issues identified through this review. In addition, there can be no assurance that such remediation efforts will be successful, that our internal control over financial reporting will be effective as a result of these efforts or that any such future deficiencies identified may not be material weaknesses that would be required to be reported in future periods.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended July 3, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we may be subject to legal proceedings, investigations and claims incidental to the conduct of our business.
We are not a party to, nor are we aware of, any legal proceedings, investigations or claims which, in the opinion of our management, are likely to have a material adverse effect on our business, financial condition or results of operations.
Item 1A. Risk Factors
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item. For our current risk factors relating to our operations, see the section entitled “Risk Factors” contained in our Registration Statement on Form S-1 (File No. 333-294725), as amended and supplemented (the “IPO Registration Statement”), and declared effective by the SEC on April 22, 2026.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
a)Sales of Unregistered Securities
During the three months ended July 3, 2026, the Company did not conduct any unregistered sales of equity securities.

b)Use of Proceeds
On April 24, we consummated our IPO, in which we issued and sold an aggregate of 9,857,141 shares of our common stock, par value $0.001 per share, including 1,285,714 shares of common stock pursuant to the underwriters’ exercise in full of their over-allotment option, at a public offering price of $14.00 per share. We received gross proceeds of approximately $138.0 million and net proceeds of approximately $125.4 million, after deducing underwriter discounts and commissions of $9.7 million and other offering expenses. All shares sold were registered pursuant to our IPO Registration Statement, declared effective by the SEC on April 22, 2026, and the additional Registration Statement on Form S-1 (File No. 333-2945291) (together with the IPO Registration Statement, the “Registration Statements”), filed with the SEC on April 22, 2026, which became immediately effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended. Cantor Fitzgerald & Co. acted as representative of the underwriters for the offering. The offering terminated after the sale of all securities registered pursuant to the Registration Statements. No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities, or (iii) any of our affiliates.
Between April 22, 2026 and July 3, 2026, we used proceeds from our IPO to repay an aggregate of $17.5 million of indebtedness, including repayment of $1.7 million to Peter V. Anania, our Chairman and Chief Executive Officer in satisfaction of the CEO Line of Credit, $15 million to Great Falls Property, LLC, which is owned by George Schott, one of our principal stockholders, in satisfaction of the Great Falls Term Loan, and $0.8 million to AAI, which is controlled by Mr. Anania, in satisfaction of the AAI Note. In addition, we used IPO proceeds of approximately $8.6 million for working capital and other corporate requirements.

There has been no material change in the planned use of proceeds from the IPO as described in the IPO Registration Statement.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine and Safety Disclosure
Not applicable
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Item 5. Other Information
No director or Section 16 officer adopted or terminated a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a “non-Rule 10b5-1” trading arrangement during the periods reported in this Form 10-Q.

Item 6. Exhibits
The following is a complete list of exhibits filed or furnished, as applicable, as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

Exhibit Description
3.1
3.2
4.1
10.1
10.2
10.3
10.4
10.5*
10.6*
10.7
10.8
10.9#
31.1*
31.2*
32.1**
32.2**
99.1*
99.2*
99.3*
99.4*
101.INS* Inline XBRL Instance Document
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.
** Furnished herewith.
# Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.
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SIGNATURES
Pursuant to the requirements of Section 12 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.
Date: August 13, 2026
THE ELMET GROUP CO.
By: /s/ Peter V. Anania
Peter V. Anania
Chief Executive Officer and Chairman
By: /s/ Michael Lee
Michael Lee
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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EX-10.5 2 elmt-20260703xexx105.htm EX-10.5 Document

Exhibit 10.5
 
THE ELMET GROUP CO.
EXECUTIVE SEVERANCE POLICY
 
Effective Date: April 17, 2026
 
Approved By: Board of Directors
 
1. Purpose
 
The purpose of this Executive Severance Policy (this “Policy”) is to provide a consistent framework for severance and certain related benefits for selected executives of The Elmet Group Co. and its subsidiaries in the event of specified terminations of employment that are not related to a Change in Control.
 
2. Covered Executives
 
This Policy applies only to those executives who are (i) engaged in a role with the title of “Director” or above, and (ii) expressly designated by the Board of Directors or the Compensation Committee to participate (each such executive, a “Covered Executive”). Covered Executives shall be limited to a select group of management or highly compensated employees within the meaning of ERISA Sections 201, 301, and 404.
 
No employee shall be eligible for benefits under this Policy unless and until such employee has been designated as a Covered Executive by formal action of the Board of Directors or the Compensation Committee.
 
 
3. Nature of Policy
 
This Policy is a board-approved compensation policy. It is not an employment agreement and does not create a contract of employment, a guarantee of continued employment, or any right to continued service for any period of time.
 
Nothing in this Policy alters the at-will employment status of any Covered Executive.
 
4. Definitions
 
For purposes of this Policy, the following terms shall have the meanings set forth below:
 
(a) “Accrued Items” means (i) unpaid Base Salary through the Termination Date, (ii) accrued but unused vacation or paid time off, to the extent payable under Company policy or applicable law, and (iii) vested benefits under the Company’s applicable benefit plans.
 
(b) “Base Salary” means the Covered Executive’s annual base salary rate in effect immediately prior to the Termination Date, excluding bonuses, commissions, equity compensation, benefits, and other incentive or supplemental compensation.
 
(c) “Board” means the Board of Directors of The Elmet Group Co.
 
(d) “Cause” means termination of a Covered Executive’s employment by the Company based on one or more of the following, as determined by the Company in good faith:
 



(i) willful misconduct or gross negligence in the performance of duties;
 
(ii) conviction of, or plea of guilty or nolo contendere to, a felony or to a crime involving fraud, dishonesty, or moral turpitude;
 
1



 
 
 
(iii) material violation of Company policy, including the Company’s code of conduct or similar policy;
 
(iv) material breach of any confidentiality, noncompetition, nonsolicitation, invention assignment, or similar obligation owed to the Company; or
 
(v) continued failure or refusal to perform lawful duties after written notice and a reasonable opportunity to cure, if cure is reasonably possible.
 
(e) “Change in Control” shall have the meaning set forth in the Company’s Executive Change in Control Severance Policy, as in effect from time to time.
 
(f) “Code” means the Internal Revenue Code of 1986, as amended.
 
(g) “Company” means The Elmet Group Co. and its direct and indirect subsidiaries.
 
(h) “Compensation Committee” means the compensation committee of the Board, or such other committee of the Board authorized to administer this Policy.
 
(i) “Disability” means a Covered Executive’s inability to perform the essential duties of his or her position, with or without reasonable accommodation, for such period as would permit the Company to terminate employment under applicable law and Company policy.
 
(j) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
 
(k) “Plan Administrator” means the Compensation Committee, or, if the Board so determines, another committee of the Board or person designated by the Board to administer the Policy.
 
(l) “Post-Employment Restrictive Covenants and other Obligations” means the restrictive covenant and other obligations applicable to a Covered Executive and contained in the Covered Executive’s employment agreement or any other Company agreement or policy, including the provisions governing confidentiality, non-solicitation of customers and other business relations, non-solicitation of employees, non-disparagement, non-competition, intellectual property developments, and cooperation.
 
(m) “Release” means the waiver and release of claims substantially in the form attached hereto as Exhibit A.
 
(n) “Release Effective Date” means the date that the Release becomes effective and irrevocable.
 
(o) “Retirement” means a termination of employment that qualifies as a Separation from Service that is affirmatively designated by the Company in writing as a retirement for purposes of this Policy.
 
(p) “Separation from Service” means a “separation from service” within the meaning of Code Section 409A.
 



(q) “Termination Date”means the date a Covered Executive’s employment with the Company ceases.
 
5. Severance Upon Involuntary Termination Without Cause
 
If a Covered Executive’s employment is terminated by the Company without Cause, and such termination does not qualify for benefits under the Company’s Executive Change in Control Severance Policy, then the Covered Executive shall be eligible to receive the benefits described in this Section 5, subject to Sections 10 through 21 of this Policy.
 
(a) Chief Executive Officer
 
(i) cash severance equal to one times Base Salary;
 
(ii) a prorated annual bonus for the year of termination, based on actual performance; and
 
2



 
 
 
(iii) To the extent the Chief Executive Officer timely elects benefit continuation under COBRA, an amount equal to the aggregate amount of the full premium (i.e., the Covered Executive’s and the Company’s portion) for benefit coverage continuation under COBRA as provided under the Company’s group health plans in effect for the Covered Executive and his or her eligible dependents who are participating in the Company’s group health plans as of immediately prior to the Termination Date for a period of twelve months.
 
(b) Other Covered Executives
 
(i) cash severance equal to one-half times Base Salary;
 
(ii) a prorated annual bonus for the year of termination, based on actual performance; and
 
(iii) To the extent the other Covered Executive timely elects benefit continuation under COBRA, an amount equal to the aggregate amount of the full premium (i.e., the Covered Executive’s and the Company’s portion) for benefit coverage continuation under COBRA as provided under the Company’s group health plans in effect for the Covered Executive and his or her eligible dependents who are participating in the Company’s group health plans as of immediately prior to the Termination Date for a period of six months.
 
6. Equity Treatment Upon Involuntary Termination Without Cause
 
Except as otherwise provided under the terms of an applicable equity award agreement or equity plan:
 
(a) all unvested time-based equity awards under any Company equity plan shall be forfeited as of the Termination Date; and
 
(b) subject to Sections 11 and 14, outstanding performance-based awards, shall accelerate and vest and become exercisable, to the extent applicable, as of the Release Effective Date, on a prorated basis and be paid based on target performance, at the time determined under the applicable award agreement or plan, but in all cases within 74 days of the Covered Executive’s Termination Date.
 
7. Death
 
If a Covered Executive’s employment terminates due to death, the Covered Executive’s estate or beneficiaries shall be entitled only to:
 
(a) the Accrued Items; and
 
(b) subject to Sections 11 and 14, the acceleration of vesting and exercisability, if applicable, of outstanding unvested equity awards held by the Covered Executive as of the date of death, to the extent permitted under the applicable equity award agreement and plan. To the extent applicable, accelerated equity awards shall be settled within 74 days of the Covered Executive’s death.
 
The Plan Administrator shall provide a beneficiary designation form for each Covered Executive.
 
8. Disability
 
If a Covered Executive’s employment terminates due to Disability, the Covered Executive shall be entitled only to:
 



(a) the Accrued Items; and
 
3



 
 
 
(b) subject to Sections 11 and 14, the acceleration of vesting and exercisability, if applicable, of outstanding unvested equity awards held by the Covered Executive as of the date of Disability, to the extent permitted under the applicable equity award agreement and plan. To the extent applicable, accelerated equity awards shall be settled within 74 days of the Covered Executive’s Disability.
 
9. Retirement
 
If a Covered Executive’s employment terminates due to Retirement, the Covered Executive shall be entitled only to:
 
(a) the Accrued Items; and
 
(b) subject to Sections 11 and 14, prorated vesting, exercisability, if applicable, and payout of performance-based equity awards as of the date of Retirement, based on target performance, to the extent provided under the applicable award agreement and plan. To the extent applicable, accelerated equity awards shall be settled within 74 days of the Covered Executive’s Retirement.
 
All other unvested equity shall be forfeited except to the extent otherwise required by the terms of the applicable equity award agreement, plan, or applicable law.
 
10. No Benefits Upon Termination for Cause
 
If a Covered Executive’s employment is terminated for Cause, the Covered Executive shall not be entitled to any severance or other benefits under this Policy, except for the Accrued Items.
 
All unvested equity shall be forfeited as of the Covered Executive’s Termination Date except to the extent otherwise required by the terms of the applicable equity award agreement, plan, or applicable law.
 
11. Conditions
 
As a condition to receiving any benefits under this Policy other than the Accrued Items, the Covered Executive must:
 
(a) execute, within twenty-one (21) days, or if required for an effective release, forty-five (45) days, following the Covered Executive’s Termination Date, the Release, and the applicable revocation period set forth in such release must expire. For the avoidance of doubt, the Release shall supersede and replace in its entirety, any other release required to be executed under any employment agreement or other arrangement with the Covered Exeecutive.
 
4



 
 
 
(b) agree to execute a resignation letter stating that effective as of the Covered Executive’s Termination Date, or such earlier date as required or requested by the Company, the Covered Executive resigns as any officer or director position with the Company or any of its affiliates of which he or she is a member and/or to which he or she has been appointed.
 
(c) reaffirm his or her agreement to abide by the Post-Employment Restrictive Covenants and Other Obligations.
 
12. Payment of Cash Severance and COBRA
 
The amounts contemplated under Section 5(a)(i) and 5(b)(i) and Section 5(a)(iii) and 5(b)(iii) shall be paid in accordance with the Company’s regular pay schedule in substantially equal installments over a period of twelve months for the Chief Executive Officer and six months for any other Covered Excutive, as applicable, following the Covered Executive’s Termination Date. The payments described above will be subject to Sections 11 and 14 of this Policy. Any payments wil commence in the next pay period following the Release Effective Date and will include a lump sum for any payments for any payroll periods from the Termination Date through the Release Effective Date.
 
13. Bonus Payment Timing
 
The amounts contemplated under Section 5(a)(ii) and 5(b)(ii) shall be payable at the time annual bonuses are otherwise paid to similarly situated executives, but in all cases by the March 15th of the calendar year following the calendar year in which the applicable Covered Executive incurs a Separation from Service. The payments described above will be subject to Sections 11 and 14 of this Policy. Any payments will commence only following the Release Effective Date.
 
14. Section 409A
 
This Policy is intended to comply with, or be exempt from, Code Section 409A and shall be interpreted and administered accordingly.
 
This Policy shall in all respects be interpreted, operated, and administered in accordance with this intent. Payments provided under this Policy may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption, including to the maximum extent possible, exemptions for separation pay due to a Separation from Service and/or short-term deferrals. Any payments provided under this Policy to be made upon a Covered Executive’s termination of employment with the Company that constitute deferred compensation that is subject to Code Section 409A shall only be made if such termination of service constitutes a Separation from Service. Each installment payment provided under this Policy shall be treated as a separate identified payment for purposes of Code Section 409A. The Company makes no representations or warranties that the payments provided under this Policy comply with, or are exempt from, Code Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest, or other expenses that may be incurred by a Covered Executive on account of non-compliance with Code Section 409A. If a Covered Executive is a “specified employee” under Code Section 409A at his or her Termination Date, any payments to be made upon the Covered Executive’s Separation from Service that constitute deferred compensation subject to Code Section 409A and that are scheduled to be made within six months following the Covered Executive’s Termination Date shall be delayed, without interest, and paid in a lump sum on the earlier of (i) the first payroll date to occur following the six-month anniversary of the Covered Executive’s Termination Date, or (ii) the Covered Executive’s death, and any payments otherwise scheduled to be made thereafter shall be made in accordance with their original schedule.
 
15. Administration
 



This Policy shall be administered by the Plan Administrator. The Plan Administrator shall have full authority to interpret and administer this Policy, to make determinations under this Policy, and to resolve any ambiguity or inconsistency in good faith. The Plan Administrator may delegate day-to-day administrative responsibilities under this Policy to the Chief Human Resources Officer or such other officer or officers as it deems appropriate, to the extent permitted by applicable law and the Plan Administrator’s charter.
 
16. Amendment or Termination
 
The Board or the Compensation Committee may amend, modify, suspend, or terminate this Policy at any time.
 
5



 
 
 
No amendment, modification, suspension, or termination shall reduce or eliminate benefits that became payable as a result of a qualifying termination that occurred prior to the effective date of such amendment, modification, suspension, or termination.
 
17. No Duplication of Benefits
 
The Company does not intend to duplicate severance benefits. Accordingly, the severance payments and benefits under this Policy shall be reduced by any severance benefits to which the Covered Executive would otherwise be entitled under the Covered Executive’s employment agreement, or any general severance policy or plan maintained by the Company that provides severance benefits (unless the agreement, policy or plan expressly provides for severance benefits to be in addition to those provided under this Policy). The severance payments and benefits to which a Covered Executive is otherwise entitled shall be further reduced (but not below zero) by any payments or benefits to which the Covered Executive may be entitled under any federal, state or local plant-closing (or similar or analogous) law (including, without limitation, the U.S. Worker Adjustment and Retraining Notification Act). Any such reductions or offsets in severance benefits shall be made in a manner what complies with Code Section 409A.
 
18. Withholding
 
All payments and benefits under this Policy shall be subject to applicable tax withholding and authorized deductions.
 
19. No Duty to Mitigate
 
A Covered Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Policy by seeking other employment or otherwise and no such payment or benefit shall be offset or reduced by the amount of any compensation or benefits provided to the Covered Executive in any subsequent employment.
 
20. Governing Law
 
This Policy shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles, except to the extent superseded by applicable federal law.
 
21. Claims, Inquiries, Appeals
 
Applications for Benefits and Inquiries
 
Any application for benefits, inquiries about the Policy or inquiries about present or future rights under the Policy must be submitted to the claims administrator in writing, as follows:
 
Claims Administrator
 
The Elmet Group Co.
2 Portland Fish Pier, Suite 214
Portland Maine, ME 04101
 
Denial of Claims
 
In the event that any application for benefits is denied in whole or in part, the claims administrator must notify the applicant, in writing, of the denial of the application, and of the applicant’s right to review the denial. The written notice of denial will be set forth in a manner designed to be understood by the Covered Executive, and will include specific reasons for the denial, specific references to the Policy provision upon which the denial is based, a



description of any information or material that the claims administrator needs to complete the review and an explanation of the Policy’s review procedure.
 
6



 
 
 
This written notice will be given to the Covered Executive within thirty (30) days after the claims administrator receives the application, unless special circumstances require an extension of time, in which case, the claims administrator has up to an additional thirty (30) days for processing the application. If an extension of time for processing is required, written notice of the extension will be furnished to the applicant before the end of the initial thirty (30) day period.
 
This notice of extension will describe the special circumstances necessitating the additional time and the date by which the claims administrator is to render his or her decision on the application. If written notice of denial of the application for benefits is not furnished within the specified time, the application will be deemed to be denied. The applicant will then be permitted to appeal the denial in accordance with the review procedure described below.
 
Request for Review
 
Any person (or that person’s authorized representative) for whom an application for benefits is denied (or deemed denied), in whole or in part, may (but without any obligation to do so) appeal the denial by submitting a request for a review to the Plan Administrator within sixty (60) days after the application is denied (or deemed denied). The Plan Administrator will give the applicant (or his or her representative) an opportunity to review pertinent documents in preparing a request for a review and submit written comments, documents, records and other information relating to the claim. A request for a review will be in writing and will be addressed to:
 
Claims Administrator
 
The Elmet Group Co.
2 Portland Pier, Suite 214
Portland, ME 04101
 
A request for review must set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the applicant feels are pertinent. The Plan Administrator may require the applicant to submit additional facts, documents or other material as he or she may find necessary or appropriate in making his or her review.
 
Decision on Review
 
The Plan Administrator will act on each request for review within twenty (20) days after receipt of the request, unless special circumstances require an extension of time (not to exceed an additional twenty (20) days), for processing the request for a review. If an extension for review is required, written notice of the extension will be furnished to the applicant within the initial twenty (20) day period. The Plan Administrator will give prompt, written notice of his or her decision to the applicant. In the event that the Plan Administrator confirms the denial of the application for benefits in whole or in part, the notice will outline, in a manner calculated to be understood by the applicant, the specific Policy provisions upon which the decision is based. If written notice of the Plan Administrator’s decision is not given to the applicant within the time prescribed in this paragraph, the application will be deemed denied on review.
 
7



 
 
 
Rules and Procedures
 
The Plan Administrator may establish rules and procedures, consistent with the Policy and with ERISA, as necessary and appropriate in carrying out his or her responsibilities in reviewing benefit claims. The Plan Administrator may require an applicant who wishes to submit additional information in connection with an appeal from the denial (or deemed denial) of benefits to do so at the applicant’s own expense.
 
Exhaustion of Remedies
 
No claim for benefits under the Policy may be brought in any forum until the claimant (a) has submitted a written application for benefits in accordance with the procedures described by this Section 21, (b) has been notified by the claims administrator that the application is denied (or the application is deemed denied due to the claims administrator’s failure to act on it within the established time period), (c) has filed a written request for a review of the application in accordance with the appeal procedure described above and (d) has been notified in writing that the Plan Administrator has denied the appeal (or the appeal is deemed to be denied due to the Plan Administrator’s failure to take any action on the claim within the time prescribed above).
 
Final Dispute Resolution; Limitations on Legal Action
 
Any and all claims and disputes under this Policy (including but not limited to claims and disputes regarding interpretation, scope, or validity of the Policy, and any pendant state claims if not otherwise preempted by ERISA) must follow the claims procedures described herein, before a claimant may take action in any other forum regarding a claim for benefits under the Policy. Furthermore, any action initiated by a claimant under the Policy must be brought within one (1) year of a final determination on the claim for benefits under these claims procedures or the claimant’s benefit claim will be deemed permanently waived and abandoned and the claimant will be precluded from reasserting it. Further, after following the claims procedures described above, the following provisions apply to any further disputes, claims, questions or disagreements that may arise regarding this Policy:
 
In the event of any such further dispute, claim, question or disagreement arising out of or relating to this Policy, the parties shall use their best efforts to settle such dispute, claim, question or disagreement. To this effect, they shall consult and negotiate with each other, in good faith, and, recognizing their mutual interests, attempt to reach a just and equitable resolution satisfactory to both parties.
 
8



 
 
 
If the parties do not reach a resolution within a period of thirty (30) days, then such unresolved dispute, claim, question or disagreement, upon notice by any party to the other, shall be submitted to and finally settled by arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) in effect at the time demand for arbitration is made by any such party. The parties shall mutually agree upon a single arbitrator within thirty (30) days of such demand. In the event that the parties are unable to so agree within such thirty (30) day period, then within the following thirty (30) day period, one arbitrator shall be named by each party. A third arbitrator shall be named by the two arbitrators so chosen within ten (10) days after the appointment of the first two arbitrators. In the event the third arbitrator is not agreed upon, he or she shall be named by the AAA. Arbitration shall occur in the State of Maine or such other location as may be mutually agreed by the parties.
 
All awards made by all or a majority of the arbitrators shall be final and binding, and judgment may be entered based upon such award in any court of law having competent jurisdiction. Any such award is subject to confirmation, modification, correction or vacation only as explicitly provided in Title 9 of the United States Code. The parties acknowledge that this Policy evidences a transaction involving interstate commerce. The United States Arbitration Act and the Rules shall govern the interpretation, enforcement and proceedings pursuant to this section. Any provisional remedy which would be available from a court of law shall be available from the arbitrators to the parties to this Policy pending arbitration. Either party may make an application to the arbitrators seeking injunctive relief to maintain the status quo, or may seek from a court of competent jurisdiction any interim or provisional relief that may be necessary to protect the rights and property of that party, until such times as the arbitration award is rendered or the controversy otherwise resolved.
 
By agreeing to binding arbitration, a Covered Executive must waive his or her right to a jury trial. The claims covered by this Section 21 include any statutory claims regarding a Covered Executive’s employment or termination of his or her employment, including without limitation, claims regarding workplace discrimination.
 
Attorneys’ Fees - In the event of any dispute under this Policy, the arbitrator(s) or court may award attorneys’ fees.
 
9



 
 
EXHIBIT A
 
GENERAL RELEASE
 
1. Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of The Elmet Group Co. (the “Company”) and the Company’s partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act (“ADEA”), the Americans With Disabilities Act.
 
2. Claims Not Released. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under the Company’s Executive Severance or Change in Control Executive Severance Policies, with respect to the payments and benefits provided in exchange for this Release, (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or as a holder of any securities of the Company, (iii) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (iv) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (v) to any Claims which cannot be waived by an employee under applicable law or (vi) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator.
 
3. Exceptions. Notwithstanding anything in this Release to the contrary, nothing contained in this Release shall prohibit the undersigned from (i) filing a charge with, reporting possible violations of federal law or regulation to, participating in any investigation by, or cooperating with any governmental agency or entity or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation and/or (ii) communicating directly with, cooperating with, or providing information (including trade secrets) in confidence to, any federal, state or local government regulator (including, but not limited to, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, or the U.S. Department of Justice) for the purpose of reporting or investigating a suspected violation of law, or from providing such information to the undersigned’s attorney or in a sealed complaint or other document filed in a lawsuit or other governmental proceeding. Pursuant to 18 USC Section 1833(b), (1) the undersigned will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and (2) the undersigned acknowledges that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.



 
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4. Representations. The undersigned represents and warrants that there has been no assignment or other transfer of any interest in any Claim which the undersigned may have against Releasees, or any of them, and the undersigned agrees to indemnify and hold Releasees, and each of them, harmless from any liability, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by Releasees, or any of them, as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery by the Releasees against the undersigned under this indemnity.
 
5. No Action. The undersigned agrees that if the undersigned hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against Releasees, or any of them, any of the Claims released hereunder, then the undersigned agrees to pay to Releasees, and each of them, in addition to any other damages caused to Releasees thereby, all attorneys’ fees incurred by Releasees in defending or otherwise responding to said suit or Claim. Notwithstanding the foregoing, this provision shall not apply to any suit or Claim to the extent it challenges the effectiveness of this release with respect to a claim under the ADEA.
 
6. No Admission. The undersigned further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by the Releasees, or any of them, who have consistently taken the position that they have no liability whatsoever to the undersigned.
 
7. OWBPA. The undersigned agrees and acknowledges that this Release constitutes a knowing and voluntary waiver and release of all Claims the undersigned has or may have against the Company and/or any of the Releasees as set forth herein, including, but not limited to, all Claims arising under the Older Worker’s Benefit Protection Act and the ADEA. In accordance with the Older Worker’s Benefit Protection Act, the undersigned is hereby advised as follows:
 
a. the undersigned has read the terms of this Release, and understands its terms and effects, including the fact that the undersigned agreed to release and forever discharge the Company and each of the Releasees, from any Claims released in this Release;
 
b. the undersigned understands that, by entering into this Release, the undersigned does not waive any Claims that may arise after the date of the undersigned’s execution of this Release, including without limitation any rights or claims that the undersigned may have to secure enforcement of the terms and conditions of this Release;
 
c. the undersigned has signed this Release voluntarily and knowingly in exchange for the consideration described in this Release, which the undersigned acknowledges is adequate and satisfactory to the undersigned and which the undersigned acknowledges is in addition to any other benefits to which the undersigned is otherwise entitled;
 
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d. the Company advises the undersigned to consult with an attorney prior to executing this Release;
 
e. the undersigned has been given at least [21]-days in which to review and consider this Release. To the extent that the undersigned chooses to sign this Release prior to the expiration of such period, the undersigned acknowledges that the undersigned has done so voluntarily, had sufficient time to consider the Release, to consult with counsel and that the undersigned does not desire additional time and hereby waives the remainder of the [21]-day period; and
 
f.
the undersigned may revoke this Release within seven days from the date the undersigned signs this Release and this Release will become effective upon the expiration of that revocation period if the undersigned has not revoked this Release during such seven-day period. If the undersigned revokes this Release during such seven-day period, this Release will be null and void and of no force or effect on either the Company or the undersigned and the undersigned will not be entitled to any of the payments or benefits which are expressly conditioned upon the execution and non-revocation of this Release. Any revocation must be in writing and sent to [name], via electronic mail at [email address], on or before [5:00 p.m. Eastern time] on the seventh day after this Release is executed by the undersigned.
 
8. Acknowledgement. The undersigned acknowledges that different or additional facts may be discovered in addition to what is now known or believed to be true by the undersigned with respect to the matters released in this Release, and the undersigned agrees that this Release shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts.
 
9. Governing Law. This Release is deemed made and entered into in the State of Maine, and in all respects shall be interpreted, enforced and governed under the internal laws of the State of Maine, to the extent not preempted by federal law.
 
IN WITNESS WHEREOF, the undersigned has executed this Release this ____ day of ____________________.
 
________________________________
 
[·]
 
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EX-10.6 3 elmt-20260703xexx106.htm EX-10.6 Document

Exhibit 10.6
 
THE ELMET GROUP CO.
EXECUTIVE CHANGE IN CONTROL SEVERANCE POLICY
 
Effective Date: April 17, 2026
 
Approved By: Board of Directors
 
1. Purpose
 
The purpose of this Executive Change in Control Severance Policy (this, “CIC Policy”) is to provide limited severance protection to selected executives of The Elmet Group Co. and its subsidiaries in connection with a Change in Control, in order to promote retention and continuity and to support objective decision making during a potential or completed transaction.
 
2. Covered Executives
 
This Policy applies only to those executives who are (i) engaged in a role with the title of “Director” or above, and (ii) expressly designated for participation by the Board of Directors or the Compensation Committee (each such executive, a “Covered Executive”). Covered Executives shall be limited to a select group of management or highly compensated employees within the meaning of ERISA Sections 201, 301, and 404.
 
No employee shall be eligible for benefits under this CIC Policy unless and until such employee has been designated as a Covered Executive by formal action of the Board of Directors or the Compensation Committee.
 
3. Nature of Policy
 
This CIC Policy is a board-approved compensation policy. It is not an employment agreement and does not create a contract of employment, a guarantee of continued employment, or any right to continued service for any period of time.
 
Nothing in this CIC Policy alters the at-will employment status of any Covered Executive.
 
4. Definitions
 
For purposes of this CIC Policy, the following terms shall have the meanings set forth below:
 
(a) “Base Salary” means the higher of:
 
(i) the Covered Executive’s annual base salary rate in effect immediately prior to the Change in Control; or
 
(ii) the Covered Executive’s annual base salary rate in effect immediately prior to the date of termination.
 
(b) “Board” means the Board of Directors of The Elmet Group Co.
 
 



 
 
(c) “Cause” shall have the meaning set forth in the Company’s Executive Severance Policy, as in effect from time to time
 
(d) “Change in Control” means a “Change in Control” as defined in the Company’s 2026 Equity Incentive Plan, as may be amended from time to time. Any payments provided under this CIC Policy that constitute deferred compensation subject to Code Section 409A shall not be made until the Company undergoes a “change in control event” under Code Section 409A. (e) “Code” means the Internal Revenue Code of 1986, as amended.
 
(f) “Company” means The Elmet Group Co. and its direct and indirect subsidiaries.
 
(g) “Compensation Committee” means the compensation committee of the Board, or such other committee of the Board authorized to administer this CIC Policy.
 
(h) “Disability” means a Covered Executive’s inability to perform the essential duties of his or her position, with or without reasonable accommodation, for such period as would permit the Company to terminate employment under applicable law and Company policy.
 
(i) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
 
(j) “Good Reason” means the occurrence of one or more of the following without the Covered Executive’s written consent:
 
(i) a material reduction in Base Salary;
 
(ii) a material diminution in authority, duties, or responsibilities;
 
(iv) a relocation of the Covered Executive’s principal work location by more than fifty miles; or
 
(v) a material breach by the Company of this CIC Policy or a material compensation arrangement applicable to the Covered Executive.
 
For a termination to qualify as a resignation for Good Reason, the Covered Executive must:
 
(A) provide written notice to the Company within thirty days following the initial occurrence of the condition alleged to constitute Good Reason;
 
(B) provide the Company with at least thirty days to cure such condition; and
 
(C) resign within sixty days following the expiration of the cure period if the condition has not been cured.
 
(k) “Plan Administrator” means the Compensation Committee, or, if the Board so determines, another committee of the Board or the Board itself.
 



(l) “Post-Employment Restrictive Covenants and other Obligations” means the restrictive covenant and other obligations applicable to a Covered Executive and contained in the Covered Executive’s employment agreement or any other Company agreement or policy, including the provisions governing confidentiality, non-solicitation of customers and other business relations, non-solicitation of employees, non-disparagement, non-competition, intellectual property developments, and cooperation.
 
(m) “Protection Period” means the period beginning on the date a Change in Control is consummated and ending on the first anniversary of such date.
 
(j) “Target Bonus” means the higher of:
 
(i) the Covered Executive’s target annual cash incentive opportunity in effect immediately prior to the Change in Control; or
 
(ii) the Covered Executive’s target annual cash incentive opportunity in effect immediately prior to the Termination Date.
 
(n) “Release” means the waiver and release of claims substantially in the form attached hereto as Exhibit A.


(o) “Release Effective Date” means the date that the Release becomes effective and irrevocable.


(p) “Retirement” means a termination of employment that qualifies as a Separation from Service that is affirmatively designated by the Company in writing as a retirement for purposes of this Policy.


(q) “Separation from Service” means a “separation from service” within the meaning of Code Section 409A.


(r) “Termination Date”means the date a Covered Executive’s employment with the Company ceases.
 
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5. Qualifying Termination
 
A Covered Executive shall be eligible for benefits under this Policy only if, during the Protection Period, the Covered Executive experiences either:
 
(a) an involuntary termination of employment by the Company without Cause; or
 
(b) a voluntary resignation for Good Reason.
 
For the avoidance of doubt, this CIC Policy is intended to provide double-trigger protection only.
 
6. Severance Benefits Upon Qualifying Termination
 
If a Covered Executive experiences a Qualifying Termination during the Protection Period, the Covered Executive shall be eligible to receive the following benefits, subject to Sections 9 through 20 of this CIC Policy:
 
(a) cash severance equal to one times Base Salary;
 
(b) cash severance equal to one times Target Bonus;
 
(c) a prorated annual bonus for the year of termination, based on actual performance, and
 
(d) To the extent the Covered Executive timely elects benefit continuation under COBRA, an amount equal to the aggregate amount of the full premium (i.e., the Covered Executive’s and the Company’s portion) for benefit coverage continuation under COBRA as provided under the Company’s group health plans in effect for the Covered Executive and his or her eligible dependents who are participating in the Company’s group health plans as of immediately prior to the Termination Date for a period of twelve months.
 
7. Equity Treatment Upon Qualifying Termination
 
Subject to Sections 9 and 12, upon a Qualifying Termination during the Protection Period, and except as otherwise provided under the applicable equity plan or equity award agreement:
 
(a) all unvested time-based equity awards under any Company equity plan held by a Covered Executive as of his or her Termination Date shall accelerate and become fully vested and exercisable, if applicable; and
 
(b) all outstanding performance-based awards, including performance stock units, shall accelerate and become fully vested and exercisable, if applicable, and be settled at target performance. To the extent applicable, accelerated equity awards shall be settled within 74 days of the Covered Executive’s Termination Date.
 
8. No Benefits for Other Terminations
 
No benefits shall be payable under this CIC Policy if a Covered Executive’s employment terminates:
 
(a) for Cause;
 
(b) due to death or Disability;



 
(c) due to a voluntary resignation other than for Good Reason;
 
(d) before consummation of a Change in Control; or
 
(e) after expiration of the Protection Period.
 
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In such cases, if applicable, the Covered Executive may be eligible only for benefits under the Company’s Executive Severance Policy or under the terms of any other applicable Company plan, policy, or arrangement.
 
9. Conditions
 
As a condition to receiving any benefits under this CIC Policy other than the Accrued Items (as defined in the Company’s Executive Severance Policy), the Covered Executive must:
 
(a) execute, within twenty-one (21) days, or if required for an effective release, forty-five (45) days, following the Covered Executive’s Termination Date, the Release, and the applicable revocation period set forth in such release must expire. For the avoidance of doubt, the Release shall supersede and replace in its entirety, any other release required to be executed under any employment agreement or other arrangement with the Covered Exeecutive.
 
(b) agree to execute a resignation letter stating that effective as of the Covered Executive’s Termination Date, or such earlier date as required or requested by the Company, the Covered Executive resigns as any officer or director position with the Company or any of its affiliates of which he or she is a member and/or to which he or she has been appointed.
 
(c) reaffirm his or her agreement to abide by the Post-Employment Restrictive Covenants and Other Obligations.
 
10. Payment of Cash Severance and COBRA
 
The cash severance described in Section 6(a) and Section 6(b) shall be paid in a lump sum on the first administratively practicable date following the Release Effective Date, and in all events within sixty days following the Termination Date, subject to Sections 9 and 12.
 
The amount contemplated under Section 6(d) shall be paid in accordance with the Company’s regular pay schedule in substantially equal installments over a period of twelve months following the Covered Executive’s Termination Date. The payments will be conditioned on the Covered Executive’s compliance with Sections 9 and 12 and any payments will commence in the next pay period after the Release Effective Date (not more than 74 days after the Covered Executive’s Termination Date, including a lump sum for any payments for any payroll periods from the Termination Date through the Release Effective Date.
 
11. Bonus Payment Timing
 
Any prorated annual bonus payable under Section 6(c) shall be paid at the same time annual bonuses are otherwise paid to similarly situated executives for the applicable performance year, but in all cases by the March 15th of the calendar year following the calendar year in which the applicable Covered Executive incurs a Separation from Service. The payments described above will be subject to Sections 9 and 12 of this CIC Policy. Any payments will commence only following the Release Effective Date.
 
12. Section 409A
 
This CIC Policy is intended to comply with, or be exempt from, Code Section 409A and shall be interpreted and administered accordingly.
 
This CIC Policy shall in all respects be interpreted, operated, and administered in accordance with this intent. Payments provided under this CIC Policy may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption, including to the maximum extent possible, exemptions for separation pay



due to a Separation from Service and/or short-term deferrals. Any payments provided under this CIC Policy to be made upon a Covered Executive’s termination of employment with the Company that constitute deferred compensation that is subject to Code Section 409A shall only be made if such termination of service constitutes a Separation from Service. Each installment payment provided under this CIC Policy shall be treated as a separate identified payment for purposes of Code Section 409A. The Company makes no representations or warranties that the payments provided under this CIC Policy comply with, or are exempt from, Code Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest, or other expenses that may be incurred by a Covered Executive on account of non-compliance with Code Section 409A. If a Covered Executive is a “specified employee” under Code Section 409A at his or her Termination Date, any payments to be made upon the Covered Executive’s Separation from Service that constitute deferred compensation subject to Code Section 409A and that are scheduled to be made within six months following the Covered Executive’s Termination Date shall be delayed, without interest, and paid in a lump sum on the earlier of (i) the first payroll date to occur following the six-month anniversary of the Covered Executive’s Termination Date, or (ii) the Covered Executive’s death, and any payments otherwise scheduled to be made thereafter shall be made in accordance with their original schedule.
 
13. Section 280G Cutback
 
If any payment or benefit payable under this CIC Policy, together with any other payments or benefits contingent upon a Change in Control, would constitute an excess parachute payment within the meaning of Code Section 280G, then such payments and benefits shall be either:
 
(a) delivered in full; or
 
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(b) reduced to the maximum amount that would avoid the imposition of the excise tax under Code Section 4999,
 
whichever results in the greater after-tax benefit to the Covered Executive.
 
No tax gross-up shall be provided under this CIC Policy.
 
14. Administration
 
This CIC Policy shall be administered by the Plan Administrator. The Plan Administrator shall have full authority to interpret and administer this CIC Policy, to make determinations under this CIC Policy, and to resolve any ambiguity or inconsistency in good faith. The Plan Administrator may delegate day-to-day administrative responsibilities under this CIC Policy to the Chief Human Resources Officer or such other officer or officers as it deems appropriate, to the extent permitted by applicable law and the Plan Administrator’s charter.
 
15. Amendment or Termination
 
The Board or the Compensation Committee may amend, modify, suspend, or terminate this CIC Policy at any time prior to the consummation of a Change in Control.
 
Following the consummation of a Change in Control, this CIC Policy may not be amended, modified, suspended, or terminated during the Protection Period in any manner that materially and adversely affects a Covered Executive without the written consent of such Covered Executive.
 
16. No Duplication of Benefits
 
The Company does not intend to duplicate severance benefits. Accordingly, the severance payments and benefits under this CIC Policy shall be reduced by any severance benefits to which the Covered Executive would otherwise be entitled under the Covered Executive’s employment agreement, or any general severance policy or plan maintained by the Company that provides severance benefits, including the Company’s Executive Severance Policy (unless the agreement, policy or plan expressly provides for severance benefits to be in addition to those provided under this Policy). The severance payments and benefits to which a Covered Executive is otherwise entitled shall be further reduced (but not below zero) by any payments or benefits to which the Covered Executive may be entitled under any federal, state or local plant-closing (or similar or analogous) law (including, without limitation, the U.S. Worker Adjustment and Retraining Notification Act). Any such reductions or offsets in severance benefits shall be made in a manner what complies with Code Section 409A.
 
17. Withholding
 
All payments and benefits under this CIC Policy shall be subject to applicable tax withholding and authorized deductions.
 
18. Governing Law
 
This CIC Policy shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles, except to the extent superseded by applicable federal law.
 
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19. No Duty to Mitigate
 
A Covered Executive shall not be required to mitigate the amount of any payment or benefit provided for in this CIC Policy by seeking other employment or otherwise and no such payment or benefit shall be offset or reduced by the amount of any compensation or benefits provided to the Covered Executive in any subsequent employment.
 
20. Claims, Inquiries, Appeals
 
Applications for Benefits and Inquiries
 
Any application for benefits, inquiries about the CIC Policy or inquiries about present or future rights under the CIC Policy must be submitted to the claims administrator in writing, as follows:
 
Claims Administrator
 
The Elmet Group Co.
2 Portland Fish Pier, Suite 214
Portland, ME 04101
 
Denial of Claims
 
In the event that any application for benefits is denied in whole or in part, the claims administrator must notify the applicant, in writing, of the denial of the application, and of the applicant’s right to review the denial. The written notice of denial will be set forth in a manner designed to be understood by the Covered Executive, and will include specific reasons for the denial, specific references to the CIC Policy provision upon which the denial is based, a description of any information or material that the claims administrator needs to complete the review and an explanation of the CIC Policy’s review procedure.
 
This written notice will be given to the Covered Executive within thirty (30) days after the claims administrator receives the application, unless special circumstances require an extension of time, in which case, the claims administrator has up to an additional thirty (30) days for processing the application. If an extension of time for processing is required, written notice of the extension will be furnished to the applicant before the end of the initial thirty (30) day period.
 
This notice of extension will describe the special circumstances necessitating the additional time and the date by which the claims administrator is to render his or her decision on the application. If written notice of denial of the application for benefits is not furnished within the specified time, the application will be deemed to be denied. The applicant will then be permitted to appeal the denial in accordance with the review procedure described below.
 
Request for Review
 
Any person (or that person’s authorized representative) for whom an application for benefits is denied (or deemed denied), in whole or in part, may (but without any obligation to do so) appeal the denial by submitting a request for a review to the Plan Administrator within sixty (60) days after the application is denied (or deemed denied). The Plan Administrator will give the applicant (or his or her representative) an opportunity to review pertinent documents in preparing a request for a review and submit written comments, documents, records and other information relating to the claim. A request for a review will be in writing and will be addressed to:
 
Claims Administrator
 
The Elmet Group Co.
2 Portland Fish Pier, Suite 214



Portland, ME 04101
 
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A request for review must set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the applicant feels are pertinent. The Plan Administrator may require the applicant to submit additional facts, documents or other material as he or she may find necessary or appropriate in making his or her review.
 
Decision on Review
 
The Plan Administrator will act on each request for review within twenty (20) days after receipt of the request, unless special circumstances require an extension of time (not to exceed an additional twenty (20) days), for processing the request for a review. If an extension for review is required, written notice of the extension will be furnished to the applicant within the initial twenty (20) day period. The Plan Administrator will give prompt, written notice of his or her decision to the applicant. In the event that the Plan Administrator confirms the denial of the application for benefits in whole or in part, the notice will outline, in a manner calculated to be understood by the applicant, the specific CIC Policy provisions upon which the decision is based. If written notice of the Plan Administrator’s decision is not given to the applicant within the time prescribed in this paragraph, the application will be deemed denied on review.
 
Rules and Procedures
 
The Plan Administrator may establish rules and procedures, consistent with the Policy and with the ERISA, as necessary and appropriate in carrying out his or her responsibilities in reviewing benefit claims. The Plan Administrator may require an applicant who wishes to submit additional information in connection with an appeal from the denial (or deemed denial) of benefits to do so at the applicant’s own expense.
 
Exhaustion of Remedies
 
No claim for benefits under the CIC Policy may be brought in any forum until the claimant (a) has submitted a written application for benefits in accordance with the procedures described by this Section 20, (b) has been notified by the claims administrator that the application is denied (or the application is deemed denied due to the claims administrator’s failure to act on it within the established time period), (c) has filed a written request for a review of the application in accordance with the appeal procedure described above and (d) has been notified in writing that the Plan Administrator has denied the appeal (or the appeal is deemed to be denied due to the Plan Administrator’s failure to take any action on the claim within the time prescribed above).
 
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Final Dispute Resolution; Limitations on Legal Action
 
Any and all claims and disputes under this CIC Policy (including but not limited to claims and disputes regarding interpretation, scope, or validity of the CIC Policy, and any pendant state claims if not otherwise preempted by ERISA) must follow the claims procedures described herein, before a claimant may take action in any other forum regarding a claim for benefits under the CIC Policy. Furthermore, any action initiated by a claimant under the CIC Policy must be brought within one (1) year of a final determination on the claim for benefits under these claims procedures or the claimant’s benefit claim will be deemed permanently waived and abandoned and the claimant will be precluded from reasserting it. Further, after following the claims procedures described above, the following provisions apply to any further disputes, claims, questions or disagreements that may arise regarding this Policy:
 
(a) In the event of any such further dispute, claim, question or disagreement arising out of or relating to this Policy, the parties shall use their best efforts to settle such dispute, claim, question or disagreement. To this effect, they shall consult and negotiate with each other, in good faith, and, recognizing their mutual interests, attempt to reach a just and equitable resolution satisfactory to both parties.
 
(b) If the parties do not reach a resolution within a period of thirty (30) days, then such unresolved dispute, claim, question or disagreement, upon notice by any party to the other, shall be submitted to and finally settled by arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) in effect at the time demand for arbitration is made by any such party. The parties shall mutually agree upon a single arbitrator within thirty (30) days of such demand. In the event that the parties are unable to so agree within such thirty (30) day period, then within the following thirty (30) day period, one arbitrator shall be named by each party. A third arbitrator shall be named by the two arbitrators so chosen within ten (10) days after the appointment of the first two arbitrators. In the event the third arbitrator is not agreed upon, he or she shall be named by the AAA. Arbitration shall occur in the State of Maine or such other location as may be mutually agreed by the parties.
 
(c) All awards made by all or a majority of the arbitrators shall be final and binding, and judgment may be entered based upon such award in any court of law having competent jurisdiction. Any such award is subject to confirmation, modification, correction or vacation only as explicitly provided in Title 9 of the United States Code. The parties acknowledge that this Policy evidences a transaction involving interstate commerce. The United States Arbitration Act and the Rules shall govern the interpretation, enforcement and proceedings pursuant to this section. Any provisional remedy which would be available from a court of law shall be available from the arbitrators to the parties to this CIC Policy pending arbitration. Either party may make an application to the arbitrators seeking injunctive relief to maintain the status quo, or may seek from a court of competent jurisdiction any interim or provisional relief that may be necessary to protect the rights and property of that party, until such times as the arbitration award is rendered or the controversy otherwise resolved.
 
(d) By agreeing to binding arbitration, a Covered Executive must waive his or her right to a jury trial. The claims covered by this Section 20 include any statutory claims regarding a Covered Executive’s employment or termination of his or her employment, including without limitation, claims regarding workplace discrimination.
 
Attorneys’ Fees - In the event of any dispute under this Policy, the arbitrator(s) or court may award attorneys’ fees.
 
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EXHIBIT A
 
GENERAL RELEASE
 
1. Release. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of The Elmet Group Co. (the “Company”) and the Company’s partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act (“ADEA”), the Americans With Disabilities Act.
 
2. Claims Not Released. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under the Company’s Executive Severance or Change in Control Executive Severance Policies, with respect to the payments and benefits provided in exchange for this Release, (ii) to payments or benefits under any equity award agreement between the undersigned and the Company or as a holder of any securities of the Company, (iii) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (iv) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the bylaws, certificate of incorporation or other similar governing document of the Company, (v) to any Claims which cannot be waived by an employee under applicable law or (vi) with respect to the undersigned’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator.
 
3. Exceptions. Notwithstanding anything in this Release to the contrary, nothing contained in this Release shall prohibit the undersigned from (i) filing a charge with, reporting possible violations of federal law or regulation to, participating in any investigation by, or cooperating with any governmental agency or entity or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation and/or (ii) communicating directly with, cooperating with, or providing information (including trade secrets) in confidence to, any federal, state or local government regulator (including, but not limited to, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, or the U.S. Department of Justice) for the purpose of reporting or investigating a suspected violation of law, or from providing such information to the undersigned’s attorney or in a sealed complaint or other document filed in a lawsuit or other governmental proceeding. Pursuant to 18 USC Section 1833(b), (1) the undersigned will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and (2) the undersigned acknowledges that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.



 
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4. Representations. The undersigned represents and warrants that there has been no assignment or other transfer of any interest in any Claim which the undersigned may have against Releasees, or any of them, and the undersigned agrees to indemnify and hold Releasees, and each of them, harmless from any liability, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by Releasees, or any of them, as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery by the Releasees against the undersigned under this indemnity.
 
5. No Action. The undersigned agrees that if the undersigned hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against Releasees, or any of them, any of the Claims released hereunder, then the undersigned agrees to pay to Releasees, and each of them, in addition to any other damages caused to Releasees thereby, all attorneys’ fees incurred by Releasees in defending or otherwise responding to said suit or Claim. Notwithstanding the foregoing, this provision shall not apply to any suit or Claim to the extent it challenges the effectiveness of this release with respect to a claim under the ADEA.
 
6. No Admission. The undersigned further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by the Releasees, or any of them, who have consistently taken the position that they have no liability whatsoever to the undersigned.
 
7. OWBPA. The undersigned agrees and acknowledges that this Release constitutes a knowing and voluntary waiver and release of all Claims the undersigned has or may have against the Company and/or any of the Releasees as set forth herein, including, but not limited to, all Claims arising under the Older Worker’s Benefit Protection Act and the ADEA. In accordance with the Older Worker’s Benefit Protection Act, the undersigned is hereby advised as follows:
 
a. the undersigned has read the terms of this Release, and understands its terms and effects, including the fact that the undersigned agreed to release and forever discharge the Company and each of the Releasees, from any Claims released in this Release;
 
b. the undersigned understands that, by entering into this Release, the undersigned does not waive any Claims that may arise after the date of the undersigned’s execution of this Release, including without limitation any rights or claims that the undersigned may have to secure enforcement of the terms and conditions of this Release;
 
c. the undersigned has signed this Release voluntarily and knowingly in exchange for the consideration described in this Release, which the undersigned acknowledges is adequate and satisfactory to the undersigned and which the undersigned acknowledges is in addition to any other benefits to which the undersigned is otherwise entitled;
 
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d. the Company advises the undersigned to consult with an attorney prior to executing this Release;
 
e. the undersigned has been given at least [21]-days in which to review and consider this Release. To the extent that the undersigned chooses to sign this Release prior to the expiration of such period, the undersigned acknowledges that the undersigned has done so voluntarily, had sufficient time to consider the Release, to consult with counsel and that the undersigned does not desire additional time and hereby waives the remainder of the [21]-day period; and
 
f.
the undersigned may revoke this Release within seven days from the date the undersigned signs this Release and this Release will become effective upon the expiration of that revocation period if the undersigned has not revoked this Release during such seven-day period. If the undersigned revokes this Release during such seven-day period, this Release will be null and void and of no force or effect on either the Company or the undersigned and the undersigned will not be entitled to any of the payments or benefits which are expressly conditioned upon the execution and non-revocation of this Release. Any revocation must be in writing and sent to [name], via electronic mail at [email address], on or before [5:00 p.m. Eastern time] on the seventh day after this Release is executed by the undersigned.
 
8. Acknowledgement. The undersigned acknowledges that different or additional facts may be discovered in addition to what is now known or believed to be true by the undersigned with respect to the matters released in this Release, and the undersigned agrees that this Release shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts.
 
9. Governing Law. This Release is deemed made and entered into in the State of Maine, and in all respects shall be interpreted, enforced and governed under the internal laws of the State of Maine, to the extent not preempted by federal law.
 
IN WITNESS WHEREOF, the undersigned has executed this Release this ____ day of ____________________.
 
________________________________
 
[·]
 
11

EX-31.1 4 elmt-20260703xexx311.htm EX-31.1 Document

Exhibit 31.1
CERTIFICATION
I, Peter V. Anania, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of The Elmet Group Co.;
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)) 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)(Paragraph intentionally omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a));
(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 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 controls over financial reporting.
Date: August 13, 2026
/s/ Peter V. Anania
Peter V. Anania
Chief Executive Officer
(Principal Executive Officer)

EX-31.2 5 elmt-20260703xexx312.htm EX-31.2 Document

Exhibit 31.2
CERTIFICATION
I, Michael Lee, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of The Elmet Group Co.;
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)) 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)(Paragraph intentionally omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a));
(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 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 controls over financial reporting.
Date: August 13, 2026
/s/ Michael Lee
Michael Lee
Chief Financial Officer
(Principal Financial and Accounting Officer)

EX-32.1 6 elmt-20260703xexx321.htm EX-32.1 Document

Exhibit 32.1
CERTIFICATION 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 Quarterly Report of The Elmet Group Co. (the “Company”) on Form 10-Q for the quarter ended July 3, 2026, as filed with the Securities and Exchange Commission (the “Report”), I, Peter V. Anania, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.
Dated: August 13, 2026
By: /s/ Peter V. Anania
Peter V. Anania
Chief Executive Officer
(Principal Executive Officer)
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2 7 elmt-20260703xexx322.htm EX-32.2 Document

Exhibit 32.2
CERTIFICATION 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 Quarterly Report of The Elmet Group Co. (the “Company”) on Form 10-Q for the quarter ended July 3, 2026, as filed with the Securities and Exchange Commission (the “Report”), I, Michael Lee, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: August 13, 2026
By: /s/ Michael Lee
Michael Lee
Chief Financial Officer
(Principal Financial and Accounting Officer)
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.1 8 elmt-20260703xexx991.htm EX-99.1 Document

Exhibit 99.1
 
THE ELMET GROUP CO.
 
FORM OF
AUDIT COMMITTEE CHARTER
 
Adopted: April 17, 2026
 
I. Purpose.
 
The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of The Elmet Group Co., a Delaware corporation (the “Corporation”), is to assist the Board with oversight of the Corporation’s accounting and financial reporting processes and the audit of the Corporation’s financial statements.
 
The primary role of the Committee is to oversee the Corporation’s financial reporting and disclosure process. To fulfill this obligation, the Committee relies on: (i) the Corporation’s executive officers and their employee designees (referred to herein as “management”) for the preparation and accuracy of the Corporation’s financial statements; (ii) both management and the Corporation’s personnel responsible for establishing effective internal controls and procedures to ensure the Corporation’s compliance with accounting standards, financial reporting procedures and applicable laws and regulations; and (iii) the Corporation’s independent auditors for an unbiased, diligent audit or review, as applicable, of the Corporation’s financial statements and the effectiveness of the Corporation’s internal controls. The members of the Committee are not employees of the Corporation and are not responsible for conducting the audit or performing other accounting procedures.
 
II. Membership.
 
The Committee shall consist of three or more directors. Each member of the Committee shall be “independent” in accordance with the requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules of the Nasdaq Stock Market. No member of the Committee can have participated in the preparation of the Corporation’s financial statements at any time during the past three years.
 
Each member of the Committee must be financially literate and able to read and understand fundamental financial statements, including the Corporation’s balance sheet, income statement and cash flow statement. At least one member of the Committee must have past employment experience in finance or accounting, requisite professional certification in accounting or other comparable experience or background that leads to financial sophistication. At least one member of the Committee must be an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. A person who satisfies this definition of audit committee financial expert will also be presumed to have financial sophistication.
 
The members of the Committee shall be appointed by the Board and shall serve for such term or terms as the Board may determine or until earlier resignation, removal or death. The Board may remove any member from the Committee at any time with or without cause.
 
III. Duties and Responsibilities.
 
The Committee shall have the following authority and responsibilities:
 
A. Subject to the approval of the stockholders of the Corporation as may be required by applicable laws and the Corporation’s certificate of incorporation (as may be amended or restated from time to time) (the “Charter”), to: (i) select and retain an independent registered public accounting firm to act as the Corporation’s independent auditors for the purpose of auditing the Corporation’s annual financial statements, books, records, accounts and internal controls over financial reporting; (ii) set the compensation of the Corporation’s independent auditors; (iii)



oversee the work done by the Corporation’s independent auditors; and (iv) terminate the Corporation’s independent auditors, if necessary in the Committee’s determination.
 
 



 
 
 
B. Subject to the approval of the stockholders of the Corporation as may be required by applicable laws and the Charter, to select, retain, compensate, oversee and terminate, if necessary, any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation.
 
C. Subject to the approval of the stockholders of the Corporation as may be required by applicable laws and the Charter, to (i) approve all audit engagement fees and terms (with the power to sign any engagement letter providing for the same on behalf of the Corporation) and (ii) pre-approve all audit and permitted non-audit and tax services that may be provided by the Corporation’s independent auditors or other registered public accounting firms, and establish policies and procedures for the Committee’s pre-approval of permitted services by the Corporation’s independent auditors or other registered public accounting firms on an on-going basis.
 
D. At least annually, to obtain and review a report by the Corporation’s independent auditors that describes: (i) the accounting firm’s internal quality control procedures; (ii) any material issues raised by the most recent internal quality control review, peer review or Public Company Accounting Oversight Board (“PCAOB”) review or inspection of the firm or by any other inquiry or investigation by governmental or professional authorities in the past five years regarding one or more audits carried out by the firm and any steps taken to deal with any such issues; and (iii) all relationships between the firm and the Corporation; and to discuss with the independent auditors this report and any relationships or services that may impact the objectivity and independence of the auditors.
 
E. At least annually, to evaluate the qualifications, performance and independence of the Corporation’s independent auditors, including an evaluation of the lead audit partner; and to assure the regular rotation of the lead audit partner at the Corporation’s independent auditors and consider regular rotation of the accounting firm serving as the Corporation’s independent auditors.
 
F. To review and discuss with the Corporation’s independent auditors: (i) the auditors’ responsibilities under generally accepted auditing standards and the responsibilities of management in the audit process; (ii) the overall audit strategy; (iii) the scope and timing of the annual audit; (iv) any significant risks identified during the auditors’ risk assessment procedures; and (v) when completed, the results, including significant findings, of the annual audit.
 
G. To review and discuss with the Corporation’s independent auditors: (i) all critical accounting policies and practices to be used in the audit; (ii) all alternative treatments of financial information within generally accepted accounting principles (“GAAP”) that have been discussed with management, the ramifications of the use of such alternative treatments and the treatment preferred by the auditors; and (iii) other material written communications between the auditors and management.
 
H. To review and discuss with the Corporation’s independent auditors and management: (i) any audit problems or difficulties, including difficulties encountered by the Corporation’s independent auditors during their audit work (such as restrictions on the scope of their activities or their access to information); (ii) any significant disagreements with management; and (iii) management’s response to these problems, difficulties or disagreements; and to resolve any disagreements between the Corporation’s auditors and management.
 
2



 
 
 
I. To review with management and the Corporation’s independent auditors: (i) any major issues regarding accounting principles and financial statement presentation, including any significant changes in the Corporation’s selection or application of accounting principles; (ii) any significant financial reporting issues and judgments made in connection with the preparation of the Corporation’s financial statements, including the effects of alternative GAAP methods; and (iii) the effect of regulatory and accounting initiatives and off-balance sheet structures on the Corporation’s financial statements.
 
J. To inform the Corporation’s independent auditors as requested as to the Committee’s understanding of the Corporation’s relationships and transactions with related parties that are significant to the Corporation; and to review and discuss with the Corporation’s independent auditors the auditors’ evaluation of the Corporation’s identification of, accounting for, and disclosure of its relationships and transactions with related parties, including any significant matters arising from the audit regarding the Corporation’s relationships and transactions with related parties.
 
K. To review with management and the Corporation’s independent auditors: (i) the adequacy and effectiveness of the Corporation’s internal controls, including any significant deficiencies or material weaknesses in the design or operation of, and any material changes in, the Corporation’s internal controls; (ii) any special audit steps adopted in light of any material control deficiencies; (iii) any fraud involving management or other employees with a significant role in such internal controls; (iv) the independent auditors’ attestation (as required) of the report on internal controls and the required management certifications to be included in or attached as exhibits to the Corporation’s Annual Report on Form 10-K or quarterly report on Form 10-Q, as applicable.
 
L. To review and discuss with the Corporation’s independent auditors any other matters required to be discussed by applicable requirements of the PCAOB and the Securities and Exchange Commission (“SEC”).
 
M. To review and discuss with the Corporation’s independent auditors and management the Corporation’s annual audited financial statements (including the related notes), the form of audit opinion to be issued by the auditors on the financial statements and the disclosure under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to be included in the Corporation’s Annual Report on Form 10-K before such Form 10-K is filed, and recommend to the Board whether the audited financial statements should be included in the Corporation’s Form 10-K and whether the Form 10-K should be filed with the SEC.
 
N. To produce the audit committee report required to be included in the Corporation’s annual or other proxy statements.
 
O. To review and discuss with the Corporation’s independent auditors and management the Corporation’s quarterly financial statements and the disclosure under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to be included in the Corporation’s Quarterly Report on Form 10-Q before such Form 10-Q is filed; and to review and discuss the Form 10-Q for filing with the SEC.
 
P. To recommend to the Board policies for the Corporation’s hiring of employees or former employees of the Corporation’s independent auditors.
 
3



 
 
 
Q. To establish and oversee Corporation procedures for the receipt, retention and treatment of complaints received about the Corporation regarding accounting, internal accounting controls or auditing matters, or instances of fraud or unlawful conduct, and for the confidential, anonymous submission by Corporation employees of concerns regarding such matters.
 
R. To review and discuss with management the material risks faced by the Corporation and the policies, guidelines and processes by which management assesses and manages the Corporation’s risks, including the Corporation’s major financial risk exposures and the steps management has taken to monitor and control such exposures.
 
S. To oversee the Corporation’s compliance with applicable laws and regulations and to review and oversee the Corporation’s policies, procedures and programs designed to promote and monitor such legal and regulatory compliance.
 
T. To review with the Corporation’s legal counsel, legal and regulatory matters, including legal cases against or regulatory investigations of the Corporation that could have a significant impact on the Corporation’s financial statements.
 
U. To review, approve and oversee any transaction between the Corporation and any related person (as defined in Item 404 of Regulation S-K promulgated by the SEC) and any other potential conflict of interest situations on an ongoing basis, in accordance with Corporation policies and procedures, and to develop policies and procedures for the Committee’s approval of related party transactions.
 
V. To implement and oversee the Corporation’s cybersecurity and information security policies, including the periodic review of the policies and managing potential cybersecurity incidents.
 
IV. Outside Advisors.
 
The Committee shall have the authority, in its sole discretion, to retain and obtain the advice and assistance of independent outside counsel and such other advisors as it deems necessary to fulfill its duties and responsibilities under this Charter. The Committee shall set the compensation, and oversee the work, of any outside counsel and other advisors.
 
The Committee shall receive appropriate funding from the Corporation, as determined by the Committee in its capacity as a committee of the Board, for the payment of compensation to the Corporation’s independent auditors, any other accounting firm engaged to perform services for the Corporation, any outside counsel and any other advisors to the Committee.
 
V. Meeting, Structure and Operations.
 
A majority of the members of the entire Committee shall constitute a quorum. The Committee shall act on the affirmative vote of a majority of members present at the meeting at which a quorum is present. The Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.
 
The Board shall designate a member of the Committee as the chairperson. The Committee shall meet at least four (4) times a year at such times and places as it deems necessary to fulfill its responsibilities. The Committee shall report to the Board on its discussions and actions, including any significant issues or concerns that arise at its meetings, and shall make recommendations to the Board as appropriate. The Committee is governed by the same rules regarding meetings (including meetings in person or by means of telephone or video conference or other methods of simultaneous communication by electronic, audio, audio-visual or other similar means or other



technology by which all Committee members participating in the meeting are able to hear and be heard by or to communicate with all the other Committee members participating), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board as provided for in the Corporation’s bylaws, as amended and/or restated from time to time.
 
4



 
 
 
The Committee shall meet separately, and periodically, with management and representatives of the Corporation’s independent auditors, and shall invite such individuals to its meetings as it deems appropriate, to assist in carrying out its duties and responsibilities. However, the Committee shall meet regularly without such individuals present.
 
The Committee shall review this Charter at least annually and recommend any proposed changes to the Board for approval.
 
VI. Delegation of Authority.
 
The Committee shall have the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Committee may deem appropriate in its sole discretion.
 
VII. Performance Evaluation.
 
The Committee shall conduct or otherwise participate in/respond to an annual evaluation of the performance of its duties under this Charter and shall present, or otherwise participate in, the results of the evaluation to the Board. The Committee shall conduct this evaluation in such manner as it deems appropriate.
 
VIII. Clawback Requirements.
 
To the extent that the Corporation continues to be listed on an exchange on which securities are traded and subject to Rule 10D-1 of the Exchange Act, the Committee shall assist and advise the Board and the Compensation Committee thereof in enforcing the Corporation’s executive compensation clawback policy and related laws, rules and regulations.
 
IX. Disclosure of Charter.
 
This Charter and any amendments or restatements of this Charter will be made available on the Corporation’s website.
 
5
 

EX-99.2 9 elmt-20260703xexx992.htm EX-99.2 Document

Exhibit 99.2
 
THE ELMET GROUP CO.
 
FORM OF
COMPENSATION COMMITTEE CHARTER
 
Adopted: April 17, 2026
 
I. Purpose
 
The Compensation Committee (“Committee”) of the Board of Directors (“Board”) of The Elmet Group Co., a Delaware corporation (“Company”), is appointed by the Board to: (a) assist the Board in discharging its responsibilities relating to the compensation of the Company’s directors and executive officers; and (b) produce an annual report on executive officer compensation for inclusion in the Company’s annual proxy statement, in accordance with applicable rules and regulations. The Committee shall undertake those specific duties and responsibilities enumerated below, and such other duties as the Board may from time to time prescribe. All powers of the Committee are subject to the restrictions designated in the Company’s bylaws and by applicable law, each as amended and/or restated from time to time.
 
II. Committee Membership
 
Committee members shall be appointed by the Board and shall serve until their respective successors are duly elected and qualified or until their earlier resignation, disqualification, retirement, death or removal. Committee members may be removed at any time by the Board. Committee members may resign from the Committee at any time without resigning from the Board.
 
The Committee shall consist of no fewer than two (2) members of the Board. Each member of the Committee shall meet the independence requirements of the Nasdaq Stock Market (“Nasdaq”), the definition of a “non-employee director” under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the requirements of Section 162(m) of the Internal Revenue Code for “outside directors,” and any other applicable regulatory requirements.
 
III. Structure and Meetings
 
The Committee shall conduct its business in accordance with this Charter, the Company’s bylaws (as amended and/or restated from time to time) and any direction by the Board. The Board may appoint a member of the Committee to serve as the chairperson of the Committee (“Chair”); if the Board does not appoint a Chair, the Committee members may designate a Chair by their majority vote. The Chair will set the agenda for Committee meetings and conduct the proceedings of those meetings.
 
The Committee shall meet from time to time at a time and place to be determined by the Chair, with meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the Committee or its Chair. Members of the Committee may participate in a meeting of the Committee by means of telephone or video conference or other methods of simultaneous communication by electronic, audio, audio-visual or other similar means or other technology by which all Committee members participating in the meeting are able to hear and be heard by or to communicate with all the other Committee members participating, and such participation shall constitute presence in person at such meeting.
 
The Chair will preside at each meeting and will set the agenda of items to be addressed at each meeting. The Chair (or other member designated by the Chair or the Committee in the Chair’s absence) shall regularly report to the full Board on the proceedings and any actions that the Committee takes. The Committee will maintain written minutes of its meetings, which minutes will be maintained with the books and records of the Company.
 



 



 
 
 
As necessary or desirable, the Chair may invite any director, officer or employee of the Company, or other persons whose advice and counsel are sought by the Committee, to be present at the meetings of the Committee, consistent with the maintenance of confidentiality of compensation discussions. The Company’s Chief Executive Officer (or President, if the President is then serving as the principal executive officer of the Company) (“CEO”) should not be present during voting or deliberations on the CEO’s compensation.
 
IV. Committee Authority and Responsibilities
 
The Committee shall:
 
4.1 Review and approve the Company’s compensation programs and arrangements applicable to its executive officers, including without limitation salary, incentive compensation, equity compensation and perquisite programs, and amounts to be awarded or paid to individual officers under those programs and arrangements, or make recommendations to the Board regarding approval of the same. Without limiting the generality of the foregoing and subject always to applicable law and the bylaws, the Committee shall review and approve all other employment-related contracts, agreements or arrangements between the Company and its officers and all other contracts, agreements or arrangements under which compensatory benefits are awarded or paid to, or earned or received by, the Company’s officers, including, without limitation, employment, severance, change of control and similar agreements or arrangements.
 
4.2 Determine the objectives of the Company’s executive officer compensation programs, identify what the programs are designed to reward, and modify (or recommend that the Board modify) the programs as necessary and consistent with such objectives and intended rewards.
 
4.3 Ensure appropriate corporate performance measures and goals regarding executive officer compensation are set and determine the extent to which they are achieved and any related compensation earned.
 
4.4 Consistent with the foregoing, at least annually review and approve the Company’s goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of such goals and objectives, and determine and approve the CEO’s compensation level based on this evaluation. In determining the long-term incentive component of the CEO’s compensation, the Committee will consider the Company’s performance and the value of similar incentive awards received by CEOs at companies of comparable size and comparable industries. Once the Company is no longer considered an emerging growth company, in evaluating and determining CEO compensation, the Committee shall consider the results of the most recent stockholder advisory vote on executive compensation (“Say on Pay Vote”) required by Section 14A of the Exchange Act.
 
4.5 Review and approve any new equity compensation plan or any material change to an existing plan where stockholder approval has not been obtained. In reviewing and making recommendations regarding equity compensation plans, including whether to adopt, amend or terminate any such plans, the Committee shall consider the results of the most recent Say on Pay Vote.
 
4.6 Review and approve any stock option award or any other type of equity-based or equity-linked award as may be required for complying with any tax, securities, or other regulatory (including Nasdaq) requirement, or otherwise determined to be appropriate or desirable by the Committee or Board.
 
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4.7 If required, review and discuss with the Company’s named executive officers and their employee designees (referred to herein as “management”) the “Compensation Discussion and Analysis” required to be included in the Company’s annual proxy statement or Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “Commission”), and recommend to the Board whether to include such “Compensation Discussion and Analysis” in such proxy statement or annual report.
 
4.8 If required, produce a Committee report on executive officer compensation, to be included in the Company’s annual proxy statement or Annual Report on Form 10-K filed with the Commission.
 
4.9 Review and discuss any compensation-related risk disclosures that may be required in the Company’s annual proxy statement or Annual Report on Form 10-K regarding such risks.
 
4.10 Oversee the Company’s submissions to a stockholder vote on executive compensation matters, including Say on Pay Votes and the frequency of Say on Pay Votes, incentive and other executive compensation plans, and amendments to such plans. Review the results of stockholder votes on executive compensation matters and to the extent the Committee determines it appropriate to do so, take such results into consideration in connection with the review and approval of executive officers’ compensation. Discuss with management the appropriate engagement with stockholders and proxy advisory firms in response to such votes.
 
4.11 Perform such other functions and have such other powers consistent with this Charter, the Company’s bylaws and applicable law as the Committee or the Board may deem appropriate.
 
V. Performance Evaluation
 
The Committee shall annually review and assess the adequacy of this Charter and recommend any proposed changes to the Board for approval. The Committee shall also perform an annual evaluation of its own performance, which shall compare the performance of the Committee with the requirements of this Charter. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. The report to the Board may take the form of an oral report by the Chair or any other member of the Committee designated by the Committee to make this report.
 
VI. Committee Resources; Assessing Advisor Independence
 
The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain and terminate independent legal counsel and other experts or consultants, as it deems appropriate, without seeking approval of the Board or management, including the authority to approve the fees payable to such counsel, experts or consultants and any other term of retention. The Committee also shall have the sole authority to retain and and/or replace, as needed, compensation consultants to provide independent advice to the Committee, and the sole authority to approve such consultants’ fees and other terms and conditions of retention. The Company shall provide for appropriate funding for the payment of administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. The Committee may select a compensation consultant, legal counsel or other adviser to the Committee only after taking into consideration all factors relevant to that person’s independence from management, including the following:
 
6.1 The provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other adviser;
 
6.2 The amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser;
 



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6.3 The policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest;
 
6.4 Any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee;
 
6.5 Any securities of the Company owned by the compensation consultant, legal counsel or other adviser; and
 
6.6 Any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer of the Company.
 
The Committee shall conduct the independence assessment with respect to any compensation consultant, legal counsel or other adviser that provides advice to the Committee, other than: (i) in-house legal counsel; and (ii) any compensation consultant, legal counsel or other adviser whose role is limited to the following activities for which no disclosure would be required under Item 407(e)(3)(iii) of Regulation S-K promulgated by the Commission: consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executive officers or directors of the Company, and that is available generally to all salaried employees; or providing information that either is not customized for the Company or that is customized based on parameters that are not developed by the compensation adviser, and about which the compensation advisor does not provide advice.
 
Nothing herein requires a compensation consultant, legal counsel or other compensation adviser to be independent, only that the Committee consider the enumerated independence factors before selecting or receiving advice from a compensation consultant, legal counsel or other compensation adviser. The Committee may select or receive advice from any compensation consultant, legal counsel or other compensation adviser it prefers, including ones that are not independent, after considering the six independence factors outlined above.
 
Nothing herein shall be construed: (1) to require the Committee to implement or act consistently with the advice or recommendations of the compensation consultant, legal counsel or other adviser to the Committee; or (2) to affect the ability or obligation of the Committee to exercise its own judgment in fulfillment of its duties.
 
VII. Impact of Charter
 
This Charter does not change or augment the obligations of the Company, the Board, the Committee or its directors or management under the federal or state securities laws or create new standards for determining whether the Board, the Committee or the Company’s directors or management have fulfilled their duties, including fiduciary duties, under applicable law.
 
VIII. Clawback Requirements
 
To the extent that the Company continues to be listed on an exchange on which securities are traded and subject to Rule 10D-1 of the Exchange Act, the Committee shall be responsible for the implementation and enforcement of the Company’s executive compensation clawback policy and related laws, rules and regulations, including determining what constitutes “incentive-based compensation” and, if a clawback is triggered due to a financial statement restatement, the amount of any clawback, or other financial statement change.
 
IX. Disclosure of Charter
 
This Charter and any amendments or restatements to this Charter will be made available on the Company’s website.
 



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EX-99.3 10 elmt-20260703xexx993.htm EX-99.3 Document

Exhibit 99.3
 
THE ELMET GROUP CO.

FORM OF
NOMINATING & CORPORATE GOVERNANCE COMMITTEE CHARTER
 
Adopted: April 17, 2026
 
This Nominating & Corporate Governance Committee Charter was adopted by the Board of Directors (the “Board”) of The Elmet Group Co., a Delaware corporation (the “Company”).
 
I. Purpose
 
The purpose of the Nominating & Corporate Governance Committee (the “Committee”) of the Board is to assist the Board in discharging the Board’s responsibilities regarding:
 
(a) the identification, evaluation and recommendation of qualified candidates to become Board members – the Committee shall seek to develop a Board that reflects the backgrounds, experiences, expertise, skill sets and viewpoints deemed desirable by the Committee;
 
(b) the selection of nominees for election as directors at the next annual meeting of stockholders (or special meeting of stockholders at which directors are to be elected);
 
(c) the selection of candidates to fill any vacancies on the Board;
 
(d) the selection of members to the Committees of the Board;
 
(e) the oversight of the implementation of and monitoring compliance with the Company’s Code of Business Conduct other than with respect to complaints regarding accounting or auditing issues as more fully set forth in the Company’s Audit Committee Charter;
 
(f) periodically review the Company’s policies and practices regarding corporate social responsibility/ESG, including with respect to the environment, sustainability and social activities – such review will include a review of the Company’s risks related to ESG;
 
(g) Board, Committee, and director evaluations; and
 
(h) periodic review of the Company’s Corporate Code of Business Conduct and Ethics, this Charter and other Company governance documents as appropriate.
 
In addition to the powers and responsibilities expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities delegated to it by the Board from time to time consistent with the Company’s bylaws (as in effect from time to time) and applicable law. The powers and responsibilities delegated by the Board to the Committee, in this Charter or otherwise, shall be exercised and carried out by the Committee as it deems appropriate without requirement of Board approval but subject always to compliance with applicable laws and the Company’s bylaws, and any decision made by the Committee (including any decision to exercise or refrain from exercising any of the powers delegated to the Committee hereunder) shall be at the Committee’s sole discretion. While acting within the scope of the powers and responsibilities delegated to it, the Committee shall have and may exercise all the powers and authority of the



Board. To the fullest extent permitted by law, the Committee shall have the power to determine which matters are within the scope of the powers delegated to it.
 
 



 
 
 
II. Membership
 
The Committee shall be comprised of two or more directors, each of whom in the determination of the Board (a) satisfies the independence requirements of the Nasdaq Stock Market LLC (“Nasdaq”) and (b) has experience, in the business judgment of the Board, that would be helpful in addressing the matters delegated to the Committee.
 
The members of the Committee, including the Chair of the Committee, shall be appointed by the Board. Committee members may be removed from the Committee, with or without cause, by the Board. The Board may designate one or more directors as alternate members of the Committee, who may replace any absent or disqualified member at any meeting of the Committee. If a member of the Committee and such member’s alternate, if alternates are designated by the Board, are absent or disqualified, the member or members of the Committee present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member, so long as such replacement member of the Committee satisfies the requirements for membership provided herein.
 
III. Meetings and Procedures
 
Meetings of the Committee may be called by the Chair, or two or more other members of the Committee, or the Chair of the Board upon notice given at least twenty-four hours prior to the meeting, or upon such shorter notice as shall be approved by the Committee. The Chair of the Committee (or in his or her absence, a member designated by the Chair) shall preside at each meeting of the Committee and set the agendas for Committee meetings. The Chairman of the Committee shall designate a secretary for each meeting who shall record minutes of all formal actions of the Committee. A majority of the Committee members, present in person or by means of telephone or video conference or other methods of simultaneous communication by electronic, audio, audio-visual or other similar means or other technology by which all Committee members participating in the meeting are able to hear and be heard by or to communicate with all the other Committee members participating, shall constitute a quorum. A majority of the members present shall decide any questions brought before the Committee, except to the extent otherwise required by the Company’s certificate of incorporation or bylaws (each as in effect from time to time). The Committee shall have the authority to fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board designating the Committee, and so long as such rules are not inconsistent with any provisions of the Company’s bylaws that are applicable to the Committee. Meetings of the Committee may be held by means of telephone or video conference or other methods of simultaneous communication by electronic, audio, audio-visual or other similar means or other technology by which all Committee members participating in the meeting are able to hear and be heard by or to communicate with all the other Committee members participating. Unless otherwise restricted by the Company’s certificate of incorporation or bylaws, any action required or permitted to be taken at any meeting of the Committee may be taken without a meeting if all members of the Committee consent thereto in writing, and the writing or writings are filed with the minutes of the Committee.
 
The Committee shall meet as often as it determines advisable to fulfill the Committee’s duties and responsibilities, but at least quarterly and more frequently as the Committee deems necessary or desirable.
 
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The Committee may retain any independent counsel, experts or advisors that the Committee believes to be desirable and appropriate. The Committee may also use the services of the Company’s regular legal counsel or other advisors to the Company. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to any such persons employed by the Committee and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. The Committee shall have sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve such search firm’s fees and other retention terms.
 
The Committee shall have full, unrestricted access to Company records and personnel as necessary or appropriate in carrying out its duties.
 
The Committee shall keep regular minutes of any meetings (unless actions are taken and reported to the Committee’s satisfaction in the minutes of the Board meetings). Any such minutes kept by the Committee shall be distributed to each member of the Committee. The Secretary of the Company shall maintain the approved signed minutes for filing with the corporate records of the Company. The Chair shall report to the Board regarding the activities of the Committee at appropriate times and as otherwise requested by the Chairman of the Board.
 
IV. Powers and Responsibilities
 
1. The Committee shall identify and evaluate candidates that the Committee believes are qualified to become Board members.
 
2. (a) At an appropriate time prior to each annual or special meeting of stockholders at which directors are to be elected or reelected, the Committee shall recommend to the Board for nomination by the Board such candidates as the Committee, in the exercise of its judgment, has found to be well qualified and willing and available to serve.
 
(b) At an appropriate time after a vacancy arises on the Board or a director advises the Board of his or her intention to resign, the Committee shall recommend to the Board for appointment by the Board to fill such vacancy, such prospective member of the Board as the Committee, in the exercise of its judgment, based on the needs of the Company and evaluation of the candidate for nomination has found to be well qualified and willing and available to serve.
 
(c) For purposes of (a) and (b) above, the Committee may consider the criteria for Board membership as may from time to time be approved by the Board and as may be set forth in the Company’s Code of Business Conduct and Ethics among any other criteria the Committee shall deem appropriate.
 
3. The Committee shall, at least annually, review the performance of each current director and shall consider the results of such evaluation when determining whether or not to recommend the nomination of such director for an additional term.
 
4. The Committee shall consider potential director candidates recommended by stockholders in the same manner candidates are identified by the Committee, provided that such recommendation is made in accordance with the Company’s procedures for nomination of directors by stockholders as provided in the Company’s bylaws and proxy statement.
 
5. In appropriate circumstances, the Committee, in its discretion, shall consider and may recommend the removal of a director for cause, in accordance with the applicable law, provisions of the Company’s certificate of incorporation, bylaws and any Code of Business Conduct and Ethics standards.
 



6. The Committee shall, at least annually, review the composition of the various Board Committees and, as appropriate, make recommendations to the Board for Committee membership.
 
7. The Committee shall oversee the implementation and monitoring of compliance with the Company’s Code of Business Conduct and Ethics other than with respect to matters involving auditing and accounting issues as more fully set forth in Section III of the Company’s Audit Committee Charter.
 
8. The Committee shall oversee the evaluation of the Board and its Committees in the Board’s annual review of its performance and will make appropriate recommendations to improve performance.
 
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9. The Committee shall also evaluate and make recommendations with respect to Board size and compensation and practices regarding the succession of directors, taking into consideration the following factors, among others:
 
(a) the strategy and business activities of the Company;
 
(b) the strengths, weaknesses and performance of the Company;
 
(c) the duties and activities of the Board;
 
(d) the experience, expertise, capabilities, and skills; and
 
(e) the diversity of the members of the Board including diversity of age, gender identity, nationality, race, ethnicity and sexual orientation, both individually and collectively.
 
10. In accordance with the Company’s Code of Business Conduct and Ethics that may from time to time be adopted by the Board, the Committee shall consider, develop and recommend to the Board such policies and procedures with respect to the nomination of directors or other corporate governance matters as may be required or required to be disclosed pursuant to any rules promulgated by the Securities and Exchange Commission or otherwise considered to be desirable and appropriate in the discretion of the Committee.
 
11. The Chair of the Committee shall discuss with the Compensation Committee of the Board the Company’s ability to recruit and retain highly qualified and capable directors, taking into consideration the amount and type of compensation afforded to non-management directors at other similarly situated companies.
 
12. In accordance with the Company’s Code of Business Conduct and Ethics as may from time to time be adopted by the Board, the Chair of the Committee shall be notified of a director’s intent to join another public company board prior to accepting such other position. The Chair of the Committee will determine if any potential conflicts of interest or compliance concerns exist and will then provide this information to the Committee for review and approval of the position. A director shall also notify the Chairman of the Board and the Chair of the Committee if the director experiences a significant change in professional roles or responsibility and must tender his/her resignation. The Committee will then make a recommendation to the Board regarding whether to accept or reject such resignation and the Board may take action accepting or rejecting such resignation in its discretion.
 
13. The Committee shall, at least annually, review the institutional affiliations of directors and management candidates for director positions for purposes of the Board’s determination of director independence and for possible conflicts of interest.
 
14. The Committee shall evaluate its own performance on an annual basis, including its compliance with this Charter, and provide the Board with any recommendations for changes in procedures or policies governing the Committee. The Committee shall conduct such evaluation and review in such manner as it deems appropriate.
 
15. The Committee shall periodically report to the Board on its findings and actions.
 
16. The Committee shall review and reassess this Charter at least annually and submit any recommended changes to the Board for its consideration.
 
V. Delegation of Duties



 
In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee, to the extent consistent with the Company’s certificate of incorporation, bylaws and applicable law and SEC and NASDAQ rules.
 
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EX-99.4 11 elmt-20260703xexx994.htm EX-99.4 Document

Exhibit 99.4
 
THE ELMET GROUP CO.
 
EXECUTIVE COMPENSATION CLAWBACK POLICY
 
Adopted as of April 17, 2026
 
The Board of Directors (the “Board”) of The Elmet Group Co., (the “Company”) has adopted the following executive compensation clawback policy (this “Policy”). This Policy shall supplement any other clawback or compensation recovery policy or policies adopted by the Company or included in any agreement between the Company, or any subsidiary of the Company, and a person covered by this Policy. If any such other policy or agreement provides that a greater amount of compensation shall be subject to clawback, such other policy or agreement shall apply to the amount in excess of the amount subject to clawback under this Policy.
 
This Policy shall be interpreted to comply with Securities and Exchange Commission (“SEC”) Rule 10D-1 and Listing Rule 5608 (the “Listing Rule”) of The Nasdaq Stock Market, LLC (“Nasdaq”), as may be amended or supplemented and interpreted from time to time by Nasdaq. To the extent this Policy is any manner deemed inconsistent with the Listing Rule, this Policy shall be treated as having been amended to be compliant with the Listing Rule.
 
1. Definitions. Unless the context otherwise the following definitions apply for purposes of this Policy:
 
(a) Executive Officer. An executive officer is the Company’s chief executive officer and/or president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. Executive officers of the Company’s parent(s) or subsidiaries are deemed executive officers of the Company if they perform such policy making functions for the Company. Policy-making function is not intended to include policy-making functions that are not significant. Identification of an executive officer for purposes of the Listing Rule would include at a minimum executive officers identified in the Listing Rule.
 
(b) Financial Reporting Measures. Financial reporting measures are measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return are also financial reporting measures. A financial reporting measure need not be presented within the financial statements or included in a filing with the SEC and may be such financial measures as may be determined by the Board or the Compensation Committee thereof (the “Compensation Committee”).
 
(c) Incentive-Based Compensation. Incentive-based compensation is any compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure.
 
(d) Received. Incentive-based compensation is deemed “received” in the Company’s fiscal period during which the financial reporting measure specified in the incentive-based compensation award is attained, even if the payment or grant of the incentive-based compensation occurs after the end of that period.
 
 



 
 
 
2. Application of this Policy. This recovery of Incentive-Based Compensation from an Executive Officer as provided for in this Policy shall apply only in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of Company with any financial reporting requirement under the United States securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
 
3. Recovery Period.
 
(a) The Incentive-Based Compensation subject to recovery is the Incentive-Based Compensation Received during the three (3) completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement as described in Section 2 above, provided that the person served as an Executive Officer at any time during the performance period applicable to the Incentive-Based Compensation in question. The date that the Company is required to prepare an accounting restatement shall be determined pursuant to the Listing Rule. The “Restatement Date” is the earlier to occur of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
 
(b) Notwithstanding the foregoing, this Policy shall only apply if the Incentive-Based Compensation is Received (i) while the Company has a class of securities listed on Nasdaq and (ii) on or after October 2, 2023.
 
(c) The provisions of the Listing Rule shall apply with respect to Incentive-Based Compensation received during a transition period arising due to a change in the Company’s fiscal year.
 
4. Erroneously Awarded Compensation. The amount of Incentive-Based Compensation subject to recovery from the applicable Executive Officers under this Policy (“Erroneously Awarded Compensation”) shall be equal to the amount of Incentive-Based Compensation Received that exceeds the amount of Incentive Based-Compensation that otherwise would have been Received had it been determined based on the restated amounts and shall be computed without regard to any taxes paid. For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an accounting restatement: (a) the amount shall be based on a reasonable estimate by the Company’s Chief Financial Officer (or principal accounting officer, if the office of Chief Financial Officer is not then filled) of the effect of the accounting restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received, which estimate shall be subject to the review and approval of the Compensation Committee; and (b) the Company must maintain reasonable documentation of the determination of that reasonable estimate and provide such documentation to Nasdaq if requested. Notwithstanding the foregoing, if the proposed Incentive-Based Compensation recovery would affect compensation paid to the Company’s Chief Financial Officer, the determination shall be made by the Compensation Committee.
 
5. Timing of Recovery. The Company shall recover any Erroneously Awarded Compensation reasonably promptly except to the extent that the conditions of paragraphs (a), (b), or (c) below apply. The Compensation Committee shall determine the repayment schedule for each amount of Erroneously Awarded Compensation in a manner that complies with this “reasonably promptly” requirement. Such determination shall be consistent with any applicable legal guidance by the SEC, Nasdaq, judicial opinion, or otherwise. The determination of “reasonably promptly” may vary from case to case and the Compensation Committee is authorized to adopt additional rules or policies to further describe what repayment schedules satisfy this requirement.
 
(a) Erroneously Awarded Compensation need not be recovered if the direct expense paid to a third party to assist in enforcing (or making determinations in connection with the enforcement of) this Policy would



exceed the amount to be recovered and the Compensation Committee has made a determination that recovery would be impracticable. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Company shall (i) make a reasonable attempt to recover such Erroneously Awarded Compensation, (ii) document such reasonable attempt or attempts to recover, and (iii) provide appropriate documentation to the Compensation Committee or Nasdaq, if requested.
 
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(b) Erroneously Awarded Compensation need not be recovered if recovery would violate home country law where that law was adopted prior to November 28, 2022. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on a violation of home country law, the Company shall to the extent required by Nasdaq, obtain an opinion of home country counsel, in form and substance that would be reasonably acceptable to Nasdaq, that recovery would result in such a violation and shall provide such opinion to Nasdaq, if requested.
 
(c) Erroneously Awarded Compensation need not be recovered if recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the regulations thereunder (as such provision may be amended, modified or supplemented).
 
6. Compensation Committee Decisions. Decisions of the Compensation Committee with respect to this Policy shall be final, conclusive and binding on all Executive Officers subject to this Policy. Furthermore, this Policy may be amended at any time by the Compensation Committee as long as the policy as amended remains in compliance with Nasdaq Listing Rule 5608.
 
7. No Indemnification. Notwithstanding anything to the contrary in any other policy of the Company or any agreement between the Company and an Executive Officer, the Company shall not be permitted to insure or indemnify any Executive Officer against (i) the loss of any Erroneously Awarded Compensation that is repaid, returned or recovered pursuant to the terms of this Policy, or (ii) any claims relating to the Company’s enforcement of its rights under this Policy. Further, the Company shall not enter into any agreement that exempts any Incentive-based Compensation that is granted, paid or awarded to an Executive Officer from the application of this Policy or that waives the Company’s right to recovery of any Erroneously Awarded Compensation, and this Policy shall supersede any such agreement (whether entered into before, on or after the effective date of this Policy).
 
8. Agreement to Policy by Executive Officers. The Company shall take reasonable steps to inform Executive Officers of this Policy and obtain their express agreement to this Policy, which steps may constitute the inclusion of this Policy as an attachment to any award that is accepted by an Executive Officer. This Policy shall be deemed to apply to each employment or grant agreement between the Company or any of its subsidiaries and any Executive Officer subject to this Policy.
 
9. Other Recovery Rights. This Policy shall be binding and enforceable against all Executive Officers and, to the extent required and permissible by applicable law or guidance from the SEC or Nasdaq, their beneficiaries, heirs, executors, administrators or other legal representatives. The Committee intends that this Policy will be applied to the fullest extent required by applicable law. Any employment agreement, equity award agreement, compensatory plan or any other agreement or arrangement with an Executive Officer shall be deemed to include, as a condition to the grant of any benefit thereunder, an agreement by the Executive Officer to abide by the terms of this Policy. Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company under applicable law, regulation or rule or pursuant to the terms of any policy of the Company or any provision in any employment agreement, equity award agreement, compensatory plan, agreement or other arrangement.
 
10. Disclosure Requirements. The Company shall file all disclosures with respect to this Policy required by applicable SEC filings and rules
 
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