MTRN

• Net income was $38.8 million, or $1.84 per diluted share, versus $25.1 million, or $1.21 per share, a year earlier.
• Adjusted EBITDA reached a record $71.8 million, or 23.3% of value-added sales, up from $55.8 million (20.8%) in Q2 2025.
• The company raised its full-year adjusted EPS guidance to $6.80-$7.20, a 30% increase from 2025 at the midpoint.
• Record backlog exited the quarter, up ~30% year over year and ~20% since the beginning of the year.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• All nine director nominees were elected, with each receiving between 17.15 million and 18.48 million votes for.
• Shareholders ratified Ernst & Young LLP as independent auditor for 2026 (18,947,675 for, 590,316 against).
• Advisory say-on-pay proposal passed with 17,844,749 votes for and 826,703 against.
• Amendment to reduce the minimum and maximum size of the Board of Directors was approved (19,393,987 for, 124,915 against).

5.07 Submission of Matters to a Vote of Security Holders

• Net income was $19.4 million, or $0.92 per diluted share, versus $17.7 million, or $0.85 per share, in the prior year quarter.
• Adjusted EBITDA was $52.9 million, or 20.2% of value-added sales, versus $48.7 million, or 18.8%, in the prior year quarter.
• The company reaffirmed full-year adjusted earnings per share guidance of $6.00 to $6.50, with increasing conviction toward the high end.
• Record backlog exiting the quarter, up more than 20% year-over-year and up 15% since the beginning of the year.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Full-year 2025 net sales were $1.79 billion, up from $1.68 billion in 2024; net income was $74.8 million ($3.58 diluted EPS) versus $5.9 million ($0.28 diluted EPS) in 2024.
• Adjusted EBITDA for Q4 2025 was $57.0 million (22.5% of value-added sales) versus $61.5 million (20.8%) in Q4 2024; full-year adjusted EBITDA was $217.0 million (20.7% of value-added sales) versus $221.2 million (20.2%) in 2024.
• The company announced a $65 million customer investment from a major defense prime to expand beryllium capacity in support of US defense initiatives.
• For full-year 2026, Materion guides adjusted earnings per share in the range of $6.00 to $6.50, an increase of 15% from prior year at the midpoint.
• Electronic Materials delivered 8% organic year-over-year value-added sales growth with ~300 basis points of margin expansion; Precision Optics delivered 7% growth with ~800 basis points of margin expansion.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Production assets are back online, shipments have resumed, and no material impact to 2026 volume is anticipated for this customer.
• Materion expects adjusted EPS of $1.50-$1.55 for Q4 2025 and $5.40-$5.45 for full year 2025, excluding the non-recurring charge.
• The estimates reflect stronger-than-expected performance in Electronic Materials and Precision Optics segments, slightly below the midpoint of full-year guidance.
• The company will provide more details on its earnings call scheduled for February 12, 2026.

2.02 Results of Operations and Financial Condition

• N. Mohan Reddy will retire from Materion's Board at the 2026 annual meeting after over 25 years of service.
• Edman will serve on the Audit and Risk Committee and the Nominating, Governance and Corporate Responsibility Committee.
• As a non-employee director, Edman's annual restricted stock unit award is $145,000, with the prior $100,000 first-time equity award eliminated.
• Edman was CEO of TTM Technologies from 2014 to September 2025 and previously held leadership roles at Applied Materials and Applied Films.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Net income was $25.4 million, or $1.22 per diluted share, versus $22.3 million, or $1.07 per share, in the prior year quarter.
• Adjusted earnings were $1.41 per diluted share, flat versus the prior year quarter; adjusted EBITDA was $55.5 million, down from $56.7 million.
• Electronic Materials achieved record EBITDA margins of 27.1%, up 700 basis points year over year; Precision Optics saw significant sales growth and about 1000 basis points of margin expansion.
• The company affirmed full-year 2025 adjusted earnings guidance of $5.30 to $5.70 per share and announced a new $50 million stock repurchase program.
• Materion announced a supply agreement with Commonwealth Fusion Systems for fusion technology materials.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The amendment extends the maturity date of the U.S. consignment facility from August 31, 2025 to August 31, 2028.
• The consignment facility has a limit of $150.0 million and is Materion's largest precious metals consignment facility.
• The amendment is filed as Exhibit 10.1 to the Form 8-K.

1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits