MTUS 10-K & 10-Q changes, risk factors and insider trading
Metallus Inc. · NYSE · Steel Works, Blast Furnaces & Rolling Mills (Coke Ovens) · CIK 1598428 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Changes in trade policy and tariff regimes (including Section 232 steel/aluminum tariffs and emergency tariff actions) may increase our costs, affect customer demand, disrupt supply chains, or alter competitive dynamics.”
Removed heading “The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.”
Removed heading “Conversion of the Convertible Notes may dilute ownership interest of our shareholders or may otherwise depress the market price of our common shares.”
Largest changes
“Changes in trade policy and tariff regimes (including Section 232 steel/aluminum tariffs and emergency tariff actions) may increase our costs, affect customer demand, disrupt supply chains, or alter competitive dynamics.”see in full comparison
“Some customers, investors, and other stakeholders continue to evaluate companies based on sustainability practices and disclosures, and may reduce or discontinue their relationships with us, or oppose our initiatives, if our sustainability practices or disclosures are perceived as inadequate, inconsistent or misaligned with their expectations. Sustainability reporting standards and regulations remain fragmented and continue to evolve, requiring significant judgment and potentially substantial monitoring and compliance costs. …”see in full comparison
“Conversion of the Convertible Notes may dilute ownership interest of our shareholders or may otherwise depress the market price of our common shares.”see in full comparison
“The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.”see in full comparison
“Since 2018, U.S. authorities have imposed tariffs on steel and aluminum and, beginning in 2025, expanded these measures to include hundreds of downstream “derivative” products and terminated country-specific exemptions and general approved exclusions. Current rules assess Section 232 duties on the steel or aluminum content of covered derivatives (including certain products classified outside Chapters 73 and 76 of the HTSUS), and may apply separate tariffs to the non‑metal content under other regimes, such as “reciprocal” tariffs. …”see in full comparison
“There is an increasing focus from investors, customers, employees, and other stakeholders concerning sustainability and ESG matters, and a number of investors and customers are requiring companies to disclose sustainability and ESG policies, practices and metrics. Our customers may require us to implement sustainability and ESG responsibility procedures or standards before they continue to do business with us. …”see in full comparison
Full comparison: every changed paragraph (16)
Changes in trade policy and tariff regimes (including Section 232 steel/aluminum tariffs and emergency tariff actions) may increase our costs, affect customer demand, disrupt supply chains, or alter competitive dynamics.
Since 2018, U.S. authorities have imposed tariffs on steel and aluminum and, beginning in 2025, expanded these measures to include hundreds of downstream “derivative” products and terminated country-specific exemptions and general approved exclusions. Current rules assess Section 232 duties on the steel or aluminum content of covered derivatives (including certain products classified outside Chapters 73 and 76 of the HTSUS), and may apply separate tariffs to the non‑metal content under other regimes, such as “reciprocal” tariffs. These frameworks also introduce “inclusions” cycles that may add new derivative products to tariff coverage multiple times per year. As a result, (i) our own procured inputs (including alloys and semi‑finished goods) and customer assemblies that incorporate our products can face higher and more variable landed costs; (ii) pass‑through and surcharge mechanisms may lag or prove insufficient; (iii) customer demand may shift toward lower‑tariff alternatives, reshoring (benefiting domestic supply, such as Metallus), or substitution; and (iv) compliance risks (e.g., content valuation, certificate requirements, “melted and poured” rules) may increase.
Further, emergency tariff actions (e.g., “reciprocal” tariffs) and related executive orders have been subject to ongoing modification and legal challenge. Adverse court rulings or future executive/legislative actions could invalidate, alter, or replace existing tariffs; while such changes might reduce certain cost pressures, they could also reintroduce import surges or change refund/processing obligations for our customers and supply base, which could affect pricing, margins, and working capital. Tariff changes, retaliatory measures by trading partners, and derivative “inclusion” determinations are largely outside our control and can occur with limited notice. If we are unable to timely adjust pricing, secure alternative supply, optimize contracting (including surcharge/index structures), or manage compliance, our business, financial condition, results of operations, and cash flows could be materially adversely affected.
Over the past several years, the United States government has implemented tariffs, duties, and quotas for certain steel products imported from a number of countries into the United States. Most recently, in February 2025, the Trump Administration implemented new tariffs and expanded existing tariffs under Section 232 of the Trade Expansion Act. As these tariffs, duties, and quotas expire or are further relaxed or repealed, it could result in substantial imports of foreign steel and create downward pressure on United States steel prices and the overall industry. This could have a material adverse effect on our operations and financial condition.
As a result of our dependence on our key customers, we could experience a material adverse effect on our business, financial condition and results of operations if any of the following, among other things, were to occur: (a) a loss of any key customer, or a material amount of business from such key customer; (b) the insolvency or bankruptcy of any key customer; (c) a declining market in which customers reduce orders; or (d) a strike or work stoppage at a key customer facility, which could affect both its suppliers and customers. For the year ended December 31, 2024,2025, sales to our 10 largest customers accounted for approximately 50% of our net sales. Additionally, customers continue to demand stronger and lighter products, among other adaptations to traditional products. We may not be successful in meeting these technological challenges and there may be increased liability exposure connected with the supply of additional products and services.
The success of products and services depends on their initial and continued acceptance by our customers. Customers continue to demand stronger and lighter products, among other adaptations to traditional products. Our business is affected, to varying degrees, by technological change and corresponding shifts in customer demand, which could result in unpredictable product transitions or shortened life cycles. We may experience difficulties or delays in the research, development, production, or marketing of products and services that may prevent us from recouping or realizing a return on the investments required to bring products and services to market. Additionally, we may not be successful in meeting these technological challenges and there may be increased liability exposure connected with the supply of additional products and services.
A work stoppage at one or more of our facilities could have a material adverse effect on our business, financial condition and results of operations. AsApproximately of December 31, 2024, approximately 60%70% of our employees wereare covered under a collective bargaining agreement that expires in September 2025.30, 2029. Any failure to negotiate and conclude a new collective bargaining agreement with the union when the existing agreement expires could cause work interruptions or stoppages. Also, if one or more of our customers were to experience a work stoppage, that customer may halt or limit purchases of our products, which could have a material adverse effect on our business, financial condition and results of operations.
ExpectationsDisparate expectations relating to environmental, social and governance (“ESG”)sustainability matters and/or our reporting of such matters could expose us to potential liabilities, increased costs, reputational harm and other negative impacts on our business.
Some customers, investors, and other stakeholders continue to evaluate companies based on sustainability practices and disclosures, and may reduce or discontinue their relationships with us, or oppose our initiatives, if our sustainability practices or disclosures are perceived as inadequate, inconsistent or misaligned with their expectations. Sustainability reporting standards and regulations remain fragmented and continue to evolve, requiring significant judgment and potentially substantial monitoring and compliance costs. Changes in standards or interpretations could result in revisions to previously reported metrics or expose us to claims regarding the accuracy or completeness of our disclosures. In addition, our sustainability goals and initiatives are subject to inherent operational, regulatory and economic uncertainties. Failure to achieve publicly stated goals or comply with applicable sustainability‑related laws could result in reputational harm, regulatory or legal actions and adverse impacts on our business, financial condition and stock price. Sustainability matters have also become increasingly politicized in the United States, and shifting federal or state policies, legislation or legal challenges supporting or opposing sustainability‑related initiatives may create additional compliance burdens, restrict certain activities or increase litigation risk.
There is an increasing focus from investors, customers, employees, and other stakeholders concerning sustainability and ESG matters, and a number of investors and customers are requiring companies to disclose sustainability and ESG policies, practices and metrics. Our customers may require us to implement sustainability and ESG responsibility procedures or standards before they continue to do business with us. In addition, some investors use ESG criteria to guide their investment strategies, and may not invest in us, or divest their holdings of us, if they believe our policies relating to ESG matters are inadequate or, on the other hand, have a negative response to such policies as a result of anti-ESG sentiment. Additionally, we may face reputational challenges in the event that our sustainability and ESG policies, practices and metrics do not meet the standards set by certain constituencies, which are often inconsistent in approach. Furthermore, standards for tracking and reporting on sustainability and ESG matters have not been harmonized and continue to evolve. Our processes and controls for reporting of sustainability and ESG matters may not always comply with evolving and disparate standards for identifying, measuring, and reporting such metrics, our interpretation of reporting standards may differ from those of others, and such standards may change over time, any of which could result in significant revisions to our performance metrics, goals or reported progress in achieving such goals. There can be no assurance of the extent to which any of our ESG targets and goals will be achieved, if at all; we could fail, or be perceived to fail, in our achievement of any such initiatives, targets or goals, or we could fail in fully and accurately reporting our progress on any such initiatives, targets and goals. Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international ESG laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us and materially adversely affect our business, reputation, results of operations, financial condition and stock price. In addition, in recent years anti-ESG sentiment has gained momentum across the U.S., with several states and Congress having proposed or enacted anti-ESG policies, legislation, or initiatives or issued related legal opinions, and the President having recently issued an executive order opposing diversity, equity and inclusion initiatives in the private sector. Such policies, legislation, initiatives, legal opinions and related scrutiny could result in additional compliance obligations and/or legal and regulatory proceedings against us and could materially adversely affect our business, reputation, results of operations, financial condition and stock price.
As of December 31, 2024, we had outstanding debt of $5.4 million and our total liquidity was $458.6 million.
If our asset borrowing base, cash flows, and capital resources are insufficient to support the needs of our business, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our debt. These alternative measures may not be successful and we could face substantial liquidity problems that might require us to refinance all or a portion of our debt on or before maturity, and we cannot assure you that we will be able to refinance any of our debt on commercially reasonable terms or at all. As of December 31, 2025, the company had no outstanding debt and total liquidity of $389.2 million.
The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.
In the event the conditional conversion feature of the Convertible Notes (refer to “Note 11 - Financing Arrangements” in the Notes to the Consolidated Financial Statements) is triggered, holders of Convertible Notes will be entitled to convert the Convertible Notes at any time during specified periods at their option. If one or more holders elect to convert their Convertible Notes, unless we elect to satisfy our conversion obligation by delivering solely our common shares (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity.
Conversion of the Convertible Notes may dilute ownership interest of our shareholders or may otherwise depress the market price of our common shares.
The conversion of some or all of the Convertible Notes may dilute the ownership interest of our shareholders. On conversion of the Convertible Notes, we have the option to pay or deliver, as the case may be, cash, common shares, or a combination of cash and common shares. If we elect to settle our conversion obligation in common shares or a combination of cash and common shares, this could adversely affect prevailing market prices over our common shares.
Management's Discussion & Analysis (MD&A)
New heading “Credit Agreement”
Removed heading “Convertible Notes”
Largest changes
“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. …”see in full comparison
“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.”see in full comparison
“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.”see in full comparison
“The Convertible Senior Notes due 2025 are convertible at the option of holders in certain circumstances and during certain periods into the Company’s common shares, cash, or a combination thereof, at the Company’s election. The Indenture for the Convertible Senior Notes due 2025 provides that notes will become convertible during a quarter when the share price for 20 trading days during the final 30 trading days of the immediately preceding quarter was greater than 130% of the conversion price. …”see in full comparison
Full comparison: every changed paragraph (45)
Aerospace & Defense end market: Shipments to aerospace & defense customers increased significantly in 20242025 driven by strong demand, resulting in an increase in net sales by approximately 17%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.
Base sales: The Company's products continued to demand solid base sales prices throughout 2024, with average base sales price per ton improving in aerospace & defense, automotive and energy end-markets compared with 2023.
Capital investments: The Company continues to invest organicallyin the business with $64.3$109.0 million of capital investments.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.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 twelve monthsyear ended December 31, 2024,2025, the Company received $53.5$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 companyCompany expects the remaining funding to be provided as mutually agreed upon milestones are achieved throughout the project. The Company isplans targetingto latecommission 2025and forramp-up production of the new bloom reheat furnace to be operational and the first half of 2026 for the new roller furnace toduring be2026. operational.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 2.00.9 million common shares at a cost of $37.6$13.1 million, or $18.45$14.53 per share. In addition, the Company repurchasedsettled $7.8the remaining $5.5 million aggregate principal amount of its outstanding convertible notes at a cost of $17.2$9.1 million. Combined, the 20242025 common share and convertible note repurchase activity reduced diluted shares outstanding by 3.01.7 million shares on a go-forward basis.
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.
Rebranding: On February 26, 2024, the Company changed its name to Metallus Inc. We believe this change reflects our expertise in high-performance specialty metals and positions us for growth beyond carbon steel.
Net sales for the year ended December 31, 20242025 were $1,084.0$1,158.3 million, aan decreaseincrease of $278.4$74.3 million, or 20.4%,6.9%, compared with the year ended December 31, 2023.2024. The decrease in netNet sales wasincreased drivenprimarily bydue lowerto higher shipments and surcharges, partially offset by favorablelower price/mix.base Lowerprices. Increased shipments of 128.376.2 thousand ship tons resultedcontributed into a net sales decreaseincrease of $191.5$110.7 million. LowerSurcharges marketrose pricesby for$24.2 scrapmillion, anddriven alloyslargely andby the impacthigher shipment volumes. These gains were offset by $60.7 million of lower shipments drove the unfavorable surcharges of $120.9 million. Favorable price/mix of $34.0 million was primarily due to higher base prices inacross theall aerospaceend‑market & defense, automotive and energy end-markets.sectors. Excluding surcharges, net sales decreasedincreased $157.7$50.0 million or 15.4%.5.8%.
Gross profit for the year ended December 31, 20242025 decreased $88.8slightly by $2.6 million, or 47.6%,2.7%, compared with the year ended December 31, 2023.2024. The decrease was driven by lowerunfavorable shipments,price/mix, mostly offset by higher manufacturing costsvolume and unfavorablefavorable raw material spread,spread. partiallyLower offsetbase byprices favorableacross all end-markets resulted in unfavorable price/mix. The industrial, automotive and energyAll end-market sectors were unfavorablyfavorably impacted by lowerhigher shipments. Lower cost absorption on decreased production resulted in unfavorable manufacturing costs.volume. Raw material spread was unfavorablefavorable due to lowerhigher shipmentsscrap prices and marketincreased prices for scrap and alloys.shipments.
SG&A expense for the year ended December 31, 20242025 increased by $3.1$6.3 million, or 3.7%,7.2%, compared with the year ended December 31, 2023.2024. The increase was primarily due to higher variable compensation, annual merit increases impacting salary and benefits, stock-based compensationbenefits and professionalhigher services,software primarilyamortization driven by the ongoing information technology transformation project, partially offset by lower variable compensation.expense.
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. For the year ended December 31, 2022, the loss on sale or disposal of assets, net, of $1.9 million primarily related to the loss recognized on the sale of the remaining land and buildings at the Company's former facility in Houston, Texas, as well as write-offs of aged assets removed from service.
Net interest income for the year ended December 31, 20242025 was $9.6$4.9 million, compared with net interest income of $7.1$9.6 million for the year ended December 31, 2023.2024. The changedecline in net interest income was primarily due to a combination of lower interest earnedrates on greaterand average cash investedbalances in a2025 money market fund and in other accounts which generate interest income at a rate similarcompared to the money market fund during 2024. Refer to “Note 1112 - Financing Arrangements” in the Notes to the Consolidated Financial Statements for additional information.
In the second quarter of 2024, the Company entered into an agreement to purchase a group annuity contract from The Prudential Insurance Company of America (“Prudential”) in connection with the annuitization of the Salaried Plan. The Company remeasured the Salaried Plan upon annuitization on May 15, 2024. A loss of $1.0 million from the remeasurement ofand the Salaried Plan was recognized for the three months ended June 30, 2024. The loss was primarily due to investment losses on plan assets of $1.8 million partially offset by a decreaseannuitized in the liabilitysecond due to an increase in the discount ratequarter of $0.7 million. In addition, the three months ended June 30, 2024 included a $0.1 million gain as a result of the completion of the Salaried Plan annuitization.2024. As of December 31, 2024, the Company has no remaining liabilities or obligations as it relates to the Salaried Plan.
A net loss of $6.6 million from the remeasurement of all Company pension and postretirement benefit plans was recognized for the year ended December 31, 2025. The loss was driven by a $27.8 million increase in pension liability, primarily due to updated census data and a decrease in discount rate, partially offset by $21.2 million of investment gains on plan assets.
A net gain of $35.4 million from the remeasurement of all Company pension and postretirement benefit plans was recognized for the year ended December 31, 2022. This gain was driven by a $359.9 million decrease in the pension liability primarily due to an increase in discount rates and a $2.7 million non-cash settlement related to the partial annuitization of the Bargaining Plan. This was partially offset by a loss of $327.2 million driven primarily by investment losses on plan assets and lump sum basis losses.
In January 2025,2026, the Company contributedmade an additional $5.3$4.8 million contribution to the Bargaining Plan and currently expects total pension contributions of approximately $65.0$27 million infor 2025.2026.
During the second half of 2022, the Faircrest melt shop experienced unplanned operational downtime. Metallus recognizes an insurance recovery when it is realized or considered realizable, in accordance with the accounting guidance. The 2022 insurance claims were closed in the first quarter of 2024. Insurance recovery activity for the years ended December 31, 2024, 2023 and 2022 were as follows:
During the fourth quarter of 2023,2025, the Company received a commitment from the State of Ohio related to the overpayment of sales and use taxes for the period of JanuaryOctober 1, 20202016 through March 31, 2023. This resulted in a gain recognized of $1.4$1.1 million, net of related professional fees, for the year ended December 31, 2023.2025.
During 2023, the Company received a commitment from the State of Ohio related to the overpayment of sales and use taxes for the period of January 1, 2020 through March 31, 2023. This resulted in a gain recognized of $1.4 million, net of related professional fees, for the year ended December 31, 2023.
During the second half of 2022, the Faircrest melt shop experienced unplanned operational downtime. Metallus recognizes an insurance recovery when it is realized or considered realizable, in accordance with the accounting guidance. The Company recognized and received an insurance recovery of $31.3 million in 2023. In January 2024, the Company received $20.0 million of insurance recoveries and the 2022 insurance claims were closed in the first quarter of 2024.
Credit Agreement
Convertible Notes
In May 2016, the Company issued $75.0 million aggregate principal amount of Convertible Senior Notes due 2021, plus an additional $11.3 million principal amount to cover over-allotments.
In December 2020, the Company entered into separate, privately negotiated exchange agreements with a limited number of holders of the Company’s then outstanding Convertible Senior Notes due 2021. Pursuant to the exchange agreements, the Company exchanged $46.0 million aggregate principal amount of Convertible Senior Notes due 2021 for $46.0 million aggregate principal amount of its new Convertible Senior Notes due 2025. The Company did not receive any cash proceeds from the issuance of the Convertible Senior Notes due 2025.
The Convertible Senior Notes due 2025 bear cash interest at a rate of 6.0% per year, payable semiannually on June 1 and December 1, beginning on June 1, 2021. The Convertible Senior Notes due 2025 will mature on December 1, 2025, unless earlier repurchased or converted. The net amount of this exchange was $44.5 million, after deducting the initial underwriters’ fees and paying other transaction costs.
The Convertible Senior Notes due 2025 are convertible at the option of holders in certain circumstances and during certain periods into the Company’s common shares, cash, or a combination thereof, at the Company’s election. The Indenture for the Convertible Senior Notes due 2025 provides that notes will become convertible during a quarter when the share price for 20 trading days during the final 30 trading days of the immediately preceding quarter was greater than 130% of the conversion price. This criterion was met during the fourth quarter of 2024 (and each preceding quarter of 2024) and as such the notes can be converted at the option of the holders beginning January 1 through March 31, 2025. Whether the notes will be convertible following such period will depend on if this criterion, or another conversion condition, is met in the future. To date, no holders have elected to convert their notes during any optional conversion periods.
In the first half of 2022, the Company repurchased a total of $25.2 million aggregate principal amount of its Convertible Senior Notes Due 2025. There were no repurchases related to the Convertible Notes during the second half of 2022. Total cash paid to noteholders was $67.6 million. A loss on extinguishment of debt was recognized of $43.0 million, including a charge of $0.6 million for unamortized debt issuance costs related to the portion of debt extinguished, as well as the related transaction costs.
In the first quarter of 2023, the Company repurchased a total of $7.5 million aggregate principal amount of its Convertible Senior Notes Due 2025. Total cash paid to noteholders was $18.7 million. A loss on extinguishment of debt was recognized of $11.4 million, including a charge of $0.2 million for unamortized debt issuance costs related to the portion of debt extinguished, as well as the related transaction costs. As of December 31, 2023, the principal balance on the Convertible Senior Notes due 2025 was $13.3 million, while the Convertible Senior Notes due 2025, net is $13.2 million after consideration of unamortized debt issuance costs.
In the fourth quarter of 2024, the Company repurchased a total of $7.8 million aggregate principal amount of its Convertible Senior Notes due 2025. Total cash paid to noteholders was $17.2 million. A loss on extinguishment of debt of $9.4 million was recognized, including a charge of $0.1 million for unamortized debt issuance costs related to the portion of debt extinguished, as well as the related transaction costs. As of December 31, 2024, the principal balance of the Convertible Senior Notes due 2025 was $5.5 million, while the Convertible Senior Notes due 2025, net is $5.4 million after consideration of unamortized debt issuance costs.
For additional details regarding the Amended Credit Agreement and the Convertible Notes, please refer to “Note 11 - Financing Arrangements” in the Notes to the Consolidated Financial Statements, and for our discussion regarding risk factors related to our business and our debt, see Risk Factors in this Annual Report on Form 10-K.
We continue to evaluate the best use of our liquidity which would allow us to invest in profitable growth, maintain a strong balance sheet, and return capital to shareholders. We expect capital expenditures to be approximately $125$70 million in 2025,2026, inclusive of approximately $90$35 million of capital expenditures partially funded by the U.S. government.
In the twelve monthsyear ended December 31, 2024,2025, the Company contributed a total of $42.8$62.0 million in pension contributions, most of which related to the Bargaining Plan. In January 2025,2026, the Company contributedmade an additional $5.3$4.8 million contribution to the Bargaining Plan and currently expects total pension contributions of approximately $65.0$27 million infor 2025.2026.
During 2023 and 2024, we privately negotiated early repurchases of $7.5 million and $7.8 million, respectively, of the outstanding aggregate principal amount of our Convertible Senior Notes Due 2025.
During the first half of 2022, we privately negotiated early repurchases of $25.2 million aggregate principal amount of our Convertible Senior Notes Due 2025. In addition to reducing outstanding debt and generating $1.5 million of annual interest savings, the repurchases of convertible notes reduced diluted shares outstanding for the year ended December 31, 2022 by 2.3 million shares and, on a go-forward basis, reduced diluted shares outstanding by 3.2 million shares.
InDuring the firstsecond quarter of 2023,2025, wein privatelyaccordance negotiatedwith earlythe repurchasesprocedures ofset $7.5forth in the Indenture, the Company repaid, in cash, the remaining $5.5 million aggregate principal amount of ourthe Convertible Senior Notes Duedue 2025. In addition to reducing outstanding debt and generating annual interest savings of $0.5$0.4 million, the repurchases of convertible notes reduced weighted average diluted shares outstanding for the year ended December 31, 20232025 by 0.70.4 million shares and, on a go-forward basis, reduced diluted shares outstanding by 1.00.7 million shares.
In the fourth quarter of 2024, we privately negotiated early repurchases of $7.8 million aggregate principal amount of our Convertible Senior Notes Due 2025. In addition to reducing outstanding debt and generating annual interest savings of $0.5 million, the repurchases of convertible notes reduced weighted average diluted shares outstanding for the year ended December 31, 2024 by 0.1 million shares and, on a go-forward basis, reduced diluted shares outstanding by 1.0 million shares.
Subsequent to December 31, 2024, the Company repurchased 0.2 million additional common shares in the open market at an aggregate cost of $3.3 million, which equates to an average repurchase price of $14.61 per share. As of February 17, 2025, the Company has $99.5 million remaining under its authorized share repurchase program.
Net cash provided by operating activities for the year ended December 31, 20242025 was $40.3$16.0 million compared to net cash provided of $125.3$40.3 million for the year ended December 31, 2023.2024. The change was primarily driven by lower profitability and higher pension contributions, partially offset by a decrease in cash from working capital during 2024 compared to 2023.support growing business needs and, an increase in required pension contributions.
Net cash used by investing activities for the year ended December 31, 20242025 was $10.8$75.2 million compared to net cash used of $49.9$10.8 million for the year ended December 31, 2023.2024. The changeyear over year variance was due to proceedshigher fromcapital government fundingexpenditures in 20242025 compared to receiving2024, noprimarily as the government fundingsupported project spend accelerated as planned in 2023,2025, partially offset by higherlower capitalgovernment spendingfunding proceeds timing in 2024.2025.
Net cash used by financing activities for the year ended December 31, 20242025 was $68.9$25.2 million compared to net cash used of $51.9$68.9 million for the year ended December 31, 2023.2024. The changebalance wasshifted primarily due to higherlower shares surrendered for taxestaxes, reduced repurchases of common shares, and common sharelower repurchases of Convertible Notes in 2025 compared to the same time period in 2023.2024.
Refer to “Note 1112 - Financing Arrangements” in the Notes to the Consolidated Financial Statements for more information regarding scheduled maturities of our long-term debt. Interest payments include interest on the Convertible Notes, as well as the unused commitment fee of 25 basis points related to the Amended Credit Agreement. Interest payable associated with our debt will be approximately $1.3$1.0 million due in the next twelve months and $1.7$0.7 million through maturity.
the effects of the conditional conversion feature of the Convertible Senior Notes due 2025, which, if triggered, entitles holders to convert the notes at any time during specified periods at their option and therefore could result in potential dilution if the holder elects to convert and the Company elects to satisfy a portion or all of the conversion obligation by delivering common shares instead of cash;
the impacts from any repurchases of our common shares and convertible notes,shares, including the timing and amount of any repurchases;
What changed in the latest 10-Q
Risk Factors
We are subject to various risks and uncertainties in the course of our business. The discussion of such risks and uncertainties may be found under Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC.
No wording changes found in this section.
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Management's Discussion & Analysis (MD&A)
Largest changes
Liquidity: Our balance sheet has remained strong, with total liquidity ofsee in full comparison$374.7$394.8 million, including cash and cash equivalents of$104.0$108.6 million as ofMarchJune31,30, 2026.OperatingDuringcashtheoutflowsecond 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$26.9financialmillion in the first quarter was primarily due to higher working capital requirements to support ramping business needsterms andthecovenants,timingincludingofreducedrequiredannualpension contributions, as expected.fees.
“United Steelworkers ("USW") contract: The USW Local 1123 ratified a new four-year labor agreement with Metallus on February 5, 2026. A one‑time payment in the total amount of $1.9 million was made in the first quarter of 2026 to union employees, in accordance with the terms of the agreement, along with $0.3 million of one-time payments related to external parties assisting with achieving the new labor agreement.”see in full comparison
“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. …”see in full comparison
Gross profit for the three months endedsee in full comparisonMarchJune31,30, 2026 increased$3.2$1.9 million, or14.6%5.9% compared with the three months endedMarchJune31,30, 2025. The increase wasprimarilydriven byhigher volume,favorable price/mix andrawhighermaterialshipmentspread,volume, partially offset by higher manufacturingcosts.costsAllandend-marketunfavorablesectorsrawexceptmaterialenergy were favorably impacted by higher volume.spread. Favorable price/mix was due to higher aerospace & defenseshipments,shipments and improved base prices, particularly in the industrial end market. Higher automotive and aerospace & defense shipments were partially offset byhigherslightlyautomotivelowershipments.shipmentsRawtomaterialenergyspreadandincreasedindustrial end markets. Manufacturing was unfavorable due to highershipmentsenergy costs andalloyhigherprices.maintenanceUnfavorable manufacturing was duecosts tohigheraddressutilitydownstreamcosts,assetincreased costs related to the ratified union contract, and costs related to investments in our manufacturing optimization projects,reliability, partially offset byincreasedimproved fixed cost leverage on higher production volume. Raw material spread was unfavorable due to lower scrap spread, partially offset by higher alloy spread.
Governmentsee in full comparisonFundingfunding:In the three months ended March 31, 2026, theThe Company received$4.9the final $11.3 million during the second quarter of 2026 and $16.2 million in the first half of 2026 from the U.S.governmentArmy 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 supportsthe commissioning oftwo major strategic assets: a continuous bloom reheat furnace and a roller hearth heat treat furnace. The Companyexpects the remaining funding to be provided as mutually agreed upon milestones are achieved throughout the project. The Companyplans to commissionand ramp-up production ofthe new bloom reheat furnace in the third quarter, and the roller furnaceduringremains2026.on schedule for commissioning in 2026 as well. ThroughMarchJune31,30, 2026, and inclusive of amounts received in2024priorand 2025,periods, the Company has received$91.5$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$108.1$117.6 million.
Net sales for the three months endedsee in full comparisonMarchJune31,30, 2026 were$308.3$341.0 million, an increase of$27.8$36.4 million, or9.9%12.0% compared with the three months endedMarchJune31,30, 2025. The increase in net sales wasprimarilydriven by higher volume of shipments and related surchargesasand improved price/mix. The increase in surcharges of $12.7 million was primarily a result of higherscrap andshipments, alloy marketprices.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 of10.96.5 thousand ship tons resulted in a net sales increase of$16.1$11.4million across all end-markets except energy. The increase in surcharges of $11.7 million was primarily a result of higher shipments, scrap and alloy prices and energy surcharges.million. Excluding surcharges, net sales increased$16.1$23.7 million or7.2%.10.0%.
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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 MarchJune 31,30, 2026.
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.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.
The following items represent key trends and events during the three and six months ended MarchJune 31,30, 2026:
Capital investments: The Company continues to invest organically with capital investments of $24.7$15.2 million inand $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 MarchJune 31,30, 2026.2026, 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 Fundingfunding: In the three months ended March 31, 2026, theThe Company received $4.9the final $11.3 million during the second quarter of 2026 and $16.2 million in the first half of 2026 from the U.S. governmentArmy 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 strategic 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 in the third quarter, and the roller furnace duringremains 2026.on schedule for commissioning in 2026 as well. Through MarchJune 31,30, 2026, and inclusive of amounts received in 2024prior and 2025,periods, the Company has received $91.5$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 $108.1$117.6 million.
Liquidity: Our balance sheet has remained strong, with total liquidity of $374.7$394.8 million, including cash and cash equivalents of $104.0$108.6 million as of MarchJune 31,30, 2026. OperatingDuring cashthe outflowsecond 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 $26.9financial million in the first quarter was primarily due to higher working capital requirements to support ramping business needsterms and thecovenants, timingincluding ofreduced requiredannual pension contributions, as expected.fees.
Share repurchase program: The Company repurchased 0.30.2 million and 0.5 million common shares in the open market at an aggregate cost of $4.3$3.6 million inand $7.9 million for the three and six months ended MarchJune 31,30, 2026.2026, respectively. As of MarchJune 31,30, 2026, the Company hadhas a balance of $85.4$81.8 million remaining onunder its authorized share repurchase program.
United Steelworkers ("USW") contract: The USW Local 1123 ratified a new four-year labor agreement with Metallus on February 5, 2026. A one‑time payment in the total amount of $1.9 million was made in the first quarter of 2026 to union employees, in accordance with the terms of the agreement, along with $0.3 million of one-time payments related to external parties assisting with achieving the new labor agreement.
(1) Please see discussion of non-GAAP financial measures in Form 10-Q – Net SalesSales, AdjustedExcluding to Exclude SurchargesSurcharges.
Net Sales
The charts below present net sales and shipments for the three months ended MarchJune 31,30, 2026 and 2025.
Net sales for the three months ended MarchJune 31,30, 2026 were $308.3$341.0 million, an increase of $27.8$36.4 million, or 9.9%12.0% compared with the three months ended MarchJune 31,30, 2025. The increase in net sales was primarily driven by higher volume of shipments and related surcharges asand improved price/mix. The increase in surcharges of $12.7 million was primarily a result of higher scrap andshipments, alloy market prices.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 10.96.5 thousand ship tons resulted in a net sales increase of $16.1$11.4 million across all end-markets except energy. The increase in surcharges of $11.7 million was primarily a result of higher shipments, scrap and alloy prices and energy surcharges.million. Excluding surcharges, net sales increased $16.1$23.7 million or 7.2%.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%.
The chart below presents the drivers of the gross profit variance from the three months ended MarchJune 31,30, 20252026 as compared to the three months ended MarchJune 31,30, 2026.2025.
Gross profit for the three months ended MarchJune 31,30, 2026 increased $3.2$1.9 million, or 14.6%5.9% compared with the three months ended MarchJune 31,30, 2025. The increase was primarily driven by higher volume, favorable price/mix and rawhigher materialshipment spread,volume, partially offset by higher manufacturing costs.costs Alland end-marketunfavorable sectorsraw exceptmaterial energy were favorably impacted by higher volume.spread. Favorable price/mix was due to higher aerospace & defense shipments,shipments and improved base prices, particularly in the industrial end market. Higher automotive and aerospace & defense shipments were partially offset by higherslightly automotivelower shipments.shipments Rawto materialenergy spreadand increasedindustrial end markets. Manufacturing was unfavorable due to higher shipmentsenergy costs and alloyhigher prices.maintenance Unfavorable manufacturing was duecosts to higheraddress utilitydownstream costs,asset increased costs related to the ratified union contract, and costs related to investments in our manufacturing optimization projects,reliability, partially offset by increasedimproved fixed cost leverage on higher production volume. Raw material spread was unfavorable due to lower scrap spread, partially offset by higher alloy spread.
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.
The charts below present selling, general and administrative (“SG&A”) expense for the three and six months ended MarchJune 31,30, 2026 and 2025.
SG&A expense for the three months ended MarchJune 31,30, 2026 decreasedincreased by $2.1$0.8 million, or 8.6%,3.5% compared with the samethree periodmonths inended June 30, 2025. The decreaseincrease was primarily due to lower professional services andhigher salary and benefits expense.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.
Net interest income for the three and six months ended MarchJune 31,30, 2026 was $0.4$0.1 million and $0.5 million, respectively, compared with net interest income of $1.5$1.3 million and $2.8 million for the three and six months ended MarchJune 31,30, 2025.2025, 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 1112 - Financing Arrangements” in the Notes to the unaudited Consolidated Financial Statements for additional information.
The provision for income taxes for the three and six months ended June 30, 2026 was $3.0 million and $5.6 million compared to a provision for income taxes of $4.9 million and $6.5 million for similar periods in 2025. The decrease in the effective tax rate for the three and six months ended June 30, 2026 is primarily related to higher pre-tax income and the limitations of the tax deductibility of the loss on extinguishment of debt on the Convertible Senior Notes in the prior year.
The effective tax rate for the three months ended March 31, 2026 was 32.5% compared to 53.3% in the three months ended March 31, 2025. The decrease in the effective tax rate for the three months ended March 31, 2026 is primarily related higher pre-tax income.
On SeptemberJune 30, 2022,2026, the Company, as borrower, and certain domestic subsidiaries of the Company, as subsidiary guarantors,guarantors (the “Subsidiary Guarantors”), entered into a FourthFifth Amended and Restated Credit Agreement (the “Amended Credit Agreement”), with JPMorgan Chase Bank, N.A., as administrative agent,agent (the “Administrative Agent”), and the lenders party thereto,thereto (collectively, the “Lenders”), which further amendedamends and restatedrestates the Company’s existing secured ThirdFourth Amended and Restated Credit Agreement, dated as of OctoberSeptember 15,30, 2019.2022.
The Amended Credit Agreement extended the maturity date of the Credit Facility from September 2027 to June 2031. Following the amendment, the Credit Facility committed capacity was reduced to $300.0 million from $400.0 million. The Credit Facility remains undrawn as of June 30, 2026.
The following represents a summary of key liquidity measures under the Amended Credit Agreement as of MarchJune 31,30, 2026 and December 31, 2025:
(1) As of MarchJune 31,30, 2026, andMetallus had less than $300.0 million in collateral assets to borrow against. As of December 31, 2025, Metallus had less than $400.0 million in collateral assets to borrow against.
Our principal sources of liquidity are cash and cash equivalents, cash flows from operations and available borrowing capacity under our Credit Agreement. As of MarchJune 31,30, 2026, taking into account our view of industrial, automotive, aerospace & defense and energy market demand for our products, and our 2026 operating and long-range plan, we believe that our cash balance as of MarchJune 31,30, 2026, projected cash generated from operations, borrowings available under the Credit Agreement and committed government funding to support capital investments, will be sufficient to satisfy our working capital needs, capital expenditures and other liquidity requirements associated with our operations, including servicing our debt and pension and postretirement benefit obligations, for at least the next twelve months. We expect capital expenditures to be approximately $70 million in 2026, inclusive of approximately $35 million of capital expenditures funded by the U.S. government.
In the first half of 2026, the Company contributed a total of $25.2 million in pension contributions, most of which related to the Bargaining Plan, and does not anticipate to make any additional contributions during the remainder of 2026.
For the three months ended MarchJune 31,30, 2026, the Company repurchased approximately 0.30.2 million common shares in the open market at an aggregate cost of $4.3$3.6 million in the open market,million, which equates to an average repurchase price of $15.55$18.70 per share. For the six months ended June 30, 2026, the Company repurchased approximately 0.5 million common shares in the open market at an aggregate cost of $7.9 million, which equates to an average repurchase price of $16.83 per share. As of MarchJune 31,30, 2026, the Company had a balance of $85.4$81.8 million remaining under its share repurchase program. The share repurchase program is intended to return capital to shareholders while also offsetting dilution from annual equity compensation awards. The share repurchase program does not require the Company to acquire any dollar amount or number of shares and may be modified, suspended, extended or terminated by the Company at any time without prior notice. These authorizations reflect the continued confidence of the Board and senior leadership in the Company’s ability to generate sustainable through-cycle profitability while maintaining a strong balance sheet and cash flow.
The following table reflects the major categories of cash flows for the threesix months ended MarchJune 31,30, 2026 and 2025. For additional details, please refer to the unaudited Consolidated Statements of Cash Flows included in this quarterly report.
Net cash used by operating activities for the threesix months ended MarchJune 31,30, 2026 was $26.9$14.1 million compared to net cash used of $38.9$4.1 million for the threesix months ended MarchJune 31,30, 2025. The decreasechange was primarily driven by increased working capital use of cash in the first quarterhalf seasonalof cash flow usage year over year primarily relates2026 to support the growing order book, partially offset by higher profitability and lower required pension contributions in 2026.contributions.
Net cash used by investing activities for the threesix months ended MarchJune 31,30, 2026 was $18.8$22.7 million compared to net cash used of $12.9$25.6 million for the threesix months ended MarchJune 31,30, 2025. The change was due to lower capital expenditures and reduced proceeds from government funding in the threefirst monthshalf endedof March 31, 2026 compared to the same period in 2025.2026.
Net cash used by financing activities for the threesix months ended MarchJune 31,30, 2026 was $7.0$12.1 million compared to net cash used of $8.2$20.6 million infor the threesix months ended MarchJune 31,30, 2025. The change was primarily due to the repurchase of Convertible Notes during the second quarter of 2025 and lower repurchases of common shares,shares in 2026, partially offset by higherdebt sharesissuance surrendered for taxescosts in 2026 comparedwith tono thesimilar same periodcosts in 2025.
with respect to the equipment investments to support the U.S. Army’s mission of ramping up munitions production in the coming years, whether the funding awarded to support these investments is received on the anticipated timetable, whether the Company is able to successfully complete the installation and commissioning of the new assets on the targeted budget and timetable, and whether the anticipated increase in throughput is achieved; and those items identified under the caption Risk Factors in our Annual Report on Form 10-K.
MTUS insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 3 filings (2 insiders, 2 trade dates, 30,000 shares, about $609.3K; 3 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -30,000 (purchases minus sales); net value about -$609.3K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-05 | Williams Michael S |
Open-market sale |
12,430 | $20.29 | $252.2K |
| 2026-10-05 | Syrvalin Kristine C |
Open-market sale |
5,000 | $21.12 | $105.6K |
| 2026-10-02 | Williams Michael S |
Open-market sale |
12,570 | $20.01 | $251.5K |
| 2026-06-16 | Zaranec John M |
Shares withheld for tax | 5,198 | $20.00 | $104.0K |
| 2026-04-30 | Chirekos Nicholas J. |
Grant/award | 7,090 | — | — |
| 2026-04-30 | Rice Ronald A |
Grant/award | 7,090 | — | — |
| 2026-04-30 | Wotring Randall A |
Grant/award | 7,090 | — | — |
| 2026-04-30 | Edwards Randall H |
Grant/award | 7,090 | — | — |
| 2026-04-30 | Garcia Ken V |
Grant/award | 7,090 | — | — |
| 2026-04-30 | Rankin Jamy P. |
Grant/award | 7,090 | — | — |
| 2026-04-30 | Misheff Donald T |
Grant/award | 7,090 | — | — |
| 2026-04-30 | Baker Mary Ellen |
Grant/award | 7,090 | — | — |
| 2026-04-30 | Miller Melissa M |
Grant/award | 7,090 | — | — |
| 2026-04-30 | Jones Ellis Allen |
Grant/award | 7,090 | — | — |
Well-known investors holding MTUS (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Renaissance Technologies | 2026-06-30 | 905,633 | $16.9M | 0.02% | Reduced 11% |
| Two Sigma Investments | 2026-06-30 | 536,457 | $10.0M | 0.01% | Reduced 3% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 462,261 | $8.6M | 0.0% | Added 97% |
| D. E. Shaw & Co. | 2026-06-30 | 141,258 | $2.6M | 0.0% | Added 105% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 83,941 | $1.6M | 0.0% | Added 46% |
| Millennium Management (Israel Englander) | 2026-06-30 | 10,336 | $193.2K | 0.0% | Reduced 92% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 10,301 | $168.3K | — | Sold out |