Metallus Inc. (MTUS)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(dollars in millions, except per share data)

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help investors understand our results of operations, financial condition and current business environment. The MD&A is provided as a supplement to, and should be read in conjunction with, our unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q for the three and six months ended June 30, 2026.

The MD&A is organized as follows:

•
Overview: From management’s point of view, we discuss the following:

o
Summary of our business and the markets in which we operate

o
Key trends and events during the current year

•
Results of Operations: An analysis of our results of operations as reflected in our consolidated financial statements.

•
Non GAAP (1) Financial Measures: An analysis of our net sales by end-market, adjusted to exclude surcharges, which management uses to better analyze key market indicators and trends and allows for enhanced comparison between our end-markets.

•
Liquidity and Capital Resources: An analysis of our cash flows, working capital, debt structure, contractual obligations and other commercial commitments.

•
Critical Accounting Policies: An overview of accounting policies identified by the Company as critical that, as a result of the judgments, uncertainties, and the operations involved, could result in material changes to the Company's financial condition or results of operations under different conditions or using different assumptions.

Overview

Business Overview

We manufacture alloy steel, as well as carbon and micro-alloy steel, using electric arc furnace ("EAF") technology. Our portfolio includes special bar quality (“SBQ”) bars, seamless mechanical tubing (“tubes”), manufactured components such as precision steel components, and billets. Our products and solutions are used in a diverse range of demanding applications in the following end-markets: industrial, automotive, aerospace & defense, and energy.

We conduct our business activities and report financial results as one business segment. The presentation of financial results as one reportable segment is consistent with the way we operate our business and is consistent with the manner in which the Chief Operating Decision Maker ("CODM") evaluates performance and makes resource and operating decisions for the business as described above. Furthermore, the Company notes that monitoring financial results as one reportable segment helps the CODM manage costs on a consolidated basis, consistent with the integrated nature of our operations.

Business Highlights

The following items represent key trends and events during the three and six months ended June 30, 2026:

•
Capital investments: The Company continues to invest organically with capital investments of $15.2 million and $39.9 million including $9.5 million and $27.8 million for projects funded by the U.S. government for the three and six months ended June 30, 2026, respectively. Investments included targeted spending for improved safety, equipment automation, and continuous improvement to drive best-in-class quality and asset reliability, as well as new assets to increase throughput and efficiency which are being substantially funded by the U.S. government.

•
Government funding: The Company received the final $11.3 million during the second quarter of 2026 and $16.2 million in the first half of 2026 from the U.S. Army as part of the previously announced $99.75 million funding agreement to support the U.S. Army's mission of increasing munitions production for national security in the upcoming years. The agreement supports two major strategic assets: a continuous bloom reheat furnace and a roller hearth heat treat furnace. The Company plans to commission the new bloom reheat furnace in the third quarter, and the roller

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furnace remains on schedule for commissioning in 2026 as well. Through June 30, 2026, and inclusive of amounts received in prior periods, the Company has received $102.8 million of government funding, consisting of $99.75 million from the U.S. Army and $3.0 million from JobsOhio as part of the previously announced grant, with total spend of $117.6 million.

•
Liquidity: Our balance sheet has remained strong, with total liquidity of $394.8 million, including cash and cash equivalents of $108.6 million as of June 30, 2026. During the second quarter, the Company refinanced its asset-based revolving credit facility ("Credit Facility") and extended the maturity date to June 2031. Following the amendment, Credit Facility available capacity was $300.0 million with improvement in a variety of financial terms and covenants, including reduced annual fees.

•
Share repurchase program: The Company repurchased 0.2 million and 0.5 million common shares in the open market at an aggregate cost of $3.6 million and $7.9 million for the three and six months ended June 30, 2026, respectively. As of June 30, 2026, the Company has $81.8 million remaining under its authorized share repurchase program.

(1) Please see discussion of non-GAAP financial measures in Form 10-Q – Net Sales, Excluding Surcharges.

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Results of Operations

Net Sales

The charts below present net sales and shipments for the three months ended June 30, 2026 and 2025.

Net sales for the three months ended June 30, 2026 were $341.0 million, an increase of $36.4 million, or 12.0% compared with the three months ended June 30, 2025. The increase in net sales was driven by higher volume of shipments and related surcharges and improved price/mix. The increase in surcharges of $12.7 million was primarily a result of higher shipments, alloy market prices and energy surcharges. Favorable price/mix of $12.3 million was primarily due to higher aerospace & defense shipments and increased base prices across all end markets, except automotive. Higher volume of 6.5 thousand ship tons resulted in a net sales increase of $11.4 million. Excluding surcharges, net sales increased $23.7 million or 10.0%.

The charts below present net sales and shipments for the six months ended June 30, 2026 and 2025.

Net sales for the six months ended June 30, 2026 were $649.3 million, an increase of $64.2 million, or 11.0% compared with the six months ended June 30, 2025. The increase in net sales was driven by higher shipments, surcharges and favorable price/mix. Higher volume of 17.5 thousand ship tons, resulted in a net sales increase of $28.7 million. Higher surcharge per ton resulted in a net sales increase of $24.4 million. Favorable price/mix of $11.1 million was driven by higher aerospace & defense shipments and increased base prices, primarily within the industrial end market. Excluding surcharges, net sales increased $39.8 million or 8.7%.

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Gross Profit

The chart below presents the drivers of the gross profit variance from the three months ended June 30, 2026 as compared to the three months ended June 30, 2025.

Gross profit for the three months ended June 30, 2026 increased $1.9 million, or 5.9% compared with the three months ended June 30, 2025. The increase was driven by favorable price/mix and higher shipment volume, partially offset by higher manufacturing costs and unfavorable raw material spread. Favorable price/mix was due to higher aerospace & defense shipments and improved base prices, particularly in the industrial end market. Higher automotive and aerospace & defense shipments were partially offset by slightly lower shipments to energy and industrial end markets. Manufacturing was unfavorable due to higher energy costs and higher maintenance costs to address downstream asset reliability, partially offset by improved fixed cost leverage on higher production volume. Raw material spread was unfavorable due to lower scrap spread, partially offset by higher alloy spread.

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The chart below presents the drivers of the gross profit variance from the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.

Gross profit for the six months ended June 30, 2026 increased $5.1 million, or 9.4% compared with the six months ended June 30, 2025. The increase was driven by favorable price/mix, higher volume, partially offset by higher manufacturing costs and unfavorable raw material spread. Favorable price/mix was due to higher aerospace & defense shipments and improved base prices, particularly in the industrial end market. Higher automotive and aerospace & defense shipments were partially offset by slightly lower shipments to energy and industrial end markets. Manufacturing was unfavorable due to higher energy costs and higher maintenance costs to address downstream asset reliability, partially offset by improved fixed cost leverage on higher production volume. Raw material spread was unfavorable due to lower scrap spread, mostly offset by higher alloy spread and the impact of higher volume.

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Selling, General and Administrative Expenses

The charts below present selling, general and administrative (“SG&A”) expense for the three and six months ended June 30, 2026 and 2025.

SG&A expense for the three months ended June 30, 2026 increased by $0.8 million, or 3.5% compared with the three months ended June 30, 2025. The increase was primarily due to higher salary and benefits and variable pay compensation.

SG&A expense for the six months ended June 30, 2026 decreased by $1.3 million, or 2.8% compared with the six months ended June 30, 2025. The decrease was primarily due to lower professional services, partially offset by higher salary and benefits and variable pay compensation.

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Interest (Income) Expense, net

Net interest income for the three and six months ended June 30, 2026 was $0.1 million and $0.5 million, respectively, compared with net interest income of $1.3 million and $2.8 million for the three and six months ended June 30, 2025, respectively. The decline in net interest income was primarily due to a combination of lower interest rates and lower average cash balances in 2026 compared to 2025. Additionally, for the three and six months ended June 30, 2026, net interest income included a partial write-off of debt issuance costs of $0.1 million related to the refinancing of the Amended Credit Agreement. Refer to “Note 12 - Financing Arrangements” in the Notes to the unaudited Consolidated Financial Statements for additional information.

Other (Income) Expense, net

Non-service related pension and other postretirement benefit income, for all years, consists primarily of the interest cost, expected return on plan assets and amortization components of net periodic cost.

For more details on the aforementioned remeasurement, refer to “Note 12

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

(dollars in millions, except per share data)

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help investors understand our results of operations, financial condition and current business environment. The MD&A is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2025.

The MD&A is organized as follows:

•
Overview: From management’s point of view, we discuss the following:

o
Summary of our business and the markets in which we operate

o
Key trends and events during the current year

•
Results of Operations: An analysis of our results of operations as reflected in our consolidated financial statements

•
Non GAAP (1) Financial Measures: An analysis of our net sales by end-market, adjusted to exclude surcharges, which management uses to better analyze key market indicators and trends and allows for enhanced comparison between our end markets.

•
Liquidity and Capital Resources: An analysis of our cash flows, working capital, debt structure, contractual obligations and other commercial commitments.

•
Critical Accounting Policies: An overview of accounting policies identified by the Company as critical that, as a result of the judgments, uncertainties, and the operations involved, could result in material changes to our financial condition or results of operations under different conditions or using different assumptions.

Overview

Business Overview

We manufacture alloy steel, as well as carbon and micro-alloy steel, using electric arc furnace ("EAF") technology. Our portfolio includes special bar quality (“SBQ”) bars, seamless mechanical tubing (“tubes”), manufactured components such as precision steel components, and billets. Our products and solutions are used in a diverse range of demanding applications in the following end-markets: industrial, automotive, aerospace & defense, and energy.

We conduct our business activities and report financial results as one business segment. The presentation of financial results as one reportable segment is consistent with the way we operate our business and is consistent with the manner in which the Chief Operating Decision Maker ("CODM") evaluates performance and makes resource and operating decisions for the business as described above. Furthermore, the Company notes that monitoring financial results as one reportable segment helps the CODM manage costs on a consolidated basis, consistent with the integrated nature of our operations.

2025 Business Highlights

The following items represent key trends and events during the year ended December 31, 2025:

•
Aerospace & Defense end market: Shipments to aerospace & defense customers increased in 2025 driven by strong demand, resulting in an increase in net sales by approximately 19% compared with the year ended December 31, 2024. As a percentage of consolidated net sales, aerospace & defense increased to 14 percent of the total in 2025 compared with 12 percent of the total in 2024 and 8 percent of the total in 2023.

(1) Please see discussion of non-GAAP financial measures in Form 10-K – Net Sales Adjusted to Exclude Surcharges

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•
Capital investments: The Company continues to invest in the business with $109.0 million of capital investments for the year ended December 31, 2025. Investments included targeted spending for improved safety, equipment automation, and continuous improvement to drive best-in-class quality and asset reliability, as well as new assets to increase throughput and efficiency which are being substantially funded by the U.S. government.

•
Defense contract: In the year ended December 31, 2025, the Company received $32.1 million from the U.S. government as part of the previously announced $99.75 million funding agreement to support the U.S. Army's mission of increasing munitions production for national security in the upcoming years. The agreement supports the commissioning of two major assets: a continuous bloom reheat furnace and a roller hearth heat treat furnace. The Company expects the remaining funding to be provided as mutually agreed upon milestones are achieved throughout the project. The Company plans to commission and ramp-up production of the new bloom reheat furnace and roller furnace during 2026. Through December 31, 2025, the Company has received $85.6 million of government funding, with total spend of $89.7 million.

•
Shareholder returns: The Company repurchased approximately 0.9 million common shares at a cost of $13.1 million, or $14.53 per share. In addition, the Company settled the remaining $5.5 million aggregate principal amount of its convertible notes at a cost of $9.1 million. Combined, the 2025 common share and convertible note repurchase activity reduced diluted shares outstanding by 1.7 million shares on a go-forward basis.

•
Liquidity: Our balance sheet has remained strong, with total liquidity of $389.2 million, including cash and cash equivalents of $156.7 million as of December 31, 2025.

•
United Steelworkers (USW) contract: The USW Local 1123 ratified a new four-year labor agreement with Metallus on February 5, 2026. This contract reflects our shared commitment to safety, innovation, and long‑term competitiveness. It reinforces our strategic priorities and aligns with our disciplined focus on strong cash generation and sustained profitability across all market cycles. As part of the recently approved union contract, a one‑time payment of approximately $2.0 million will be paid in the first quarter of 2026.

•
Exit Incentive Program: In 2025, the Company offered an exit incentive program to certain retirement-eligible employees at the Company's corporate headquarters and manufacturing facilities to support succession planning and continue execution of the Company's sustainable profitable growth strategy. As a result, the Company recorded a $2.7 million restructuring reserve associated with the program. These charges primarily consist of severance and employee-related benefits.

•
Recent trade developments: The Company is closely monitoring recent trade developments, including increased, additional, and expanded tariffs imposed by the U.S. government on goods imported from various countries, as well as reciprocal tariffs on U.S. exports imposed by various countries. As a domestic steel producer, the actions that were taken to enact a minimum 50% tariff on steel imports, close loopholes in the tariff exclusion process, and expand derivative product coverage are having a positive impact on the demand for domestic products. The ultimate impact to the Company remains uncertain and will depend on several factors, including whether additional or incremental U.S. tariffs or other measures are announced or imposed, to what extent other countries implement tariffs or other retaliatory measures, and the overall magnitude and duration of these measures, including the impact on potential cost increases for certain materials and supplies.

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Net Sales

The charts below present net sales and shipments for the years ended December 31, 2025, 2024 and 2023.

Net sales for the year ended December 31, 2025 were $1,158.3 million, an increase of $74.3 million, or 6.9%, compared with the year ended December 31, 2024. Net sales increased primarily due to higher shipments and surcharges, partially offset by lower base prices. Increased shipments of 76.2 thousand ship tons contributed to a net sales increase of $110.7 million. Surcharges rose by $24.2 million, driven largely by the higher shipment volumes. These gains were offset by $60.7 million of lower base prices across all end‑market sectors. Excluding surcharges, net sales increased $50.0 million or 5.8%.

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Gross Profit

The chart below presents the drivers of the gross profit variance from the year ended December 31, 2024 as compared to the year ended December 31, 2025.

Gross profit for the year ended December 31, 2025 decreased slightly by $2.6 million, or 2.7%, compared with the year ended December 31, 2024. The decrease was driven by unfavorable price/mix, mostly offset by higher volume and favorable raw material spread. Lower base prices across all end-markets resulted in unfavorable price/mix. All end-market sectors were favorably impacted by higher volume. Raw material spread was favorable due to higher scrap prices and increased shipments.

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Selling, General and Administrative Expenses

The charts below present selling, general and administrative ("SG&A") expense for the years ended December 31, 2025, 2024 and 2023.

SG&A expense for the year ended December 31, 2025 increased by $6.3 million, or 7.2%, compared with the year ended December 31, 2024. The increase was primarily due to higher variable compensation, annual merit increases impacting salary and benefits and higher software amortization expense.

Loss (Gain) on Sale or Disposal of Assets, net

For the year ended December 31, 2025, the Company recorded a gain on sale or disposal of assets, net, of $1.3 million primarily related to the sale of land in the first quarter of 2025. For the year ended December 31, 2024, the Company recorded a loss on sale or disposal of assets, net, of $0.6 million primarily related to the write-offs of aged assets removed from service. For the year ended December 31, 2023, the gain on sale or disposal of assets, net, of $2.5 million primarily related to the sale of the small-diameter seamless mechanical tubing machinery and equipment, partially offset by write-offs of aged assets removed from service.

Refer to “Note 10 - Property, Plant and Equipment” in the Notes to the Consolidated Financial Statements for additional information.

Interest (Income) Expense, net

Net interest income for the year ended December 31, 2025 was $4.9 million, compared with net interest income of $9.6 million for the year ended December 31, 2024. The decline in net interest income was primarily due to a combination of lower interest rates and average cash balances in 2025 compared to 2024. Refer to “Note 12 - Financing Arrangements” in the Notes to the Consolidated Financial Statements for additional information.

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Other (Income) Expense, net

Non-service related pension and other post

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