Every material Form 8-K Materion filed with the SEC in 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Materion disclosed that director N. Mohan Reddy will retire from the Board at the 2026 annual shareholder meeting. The Board expanded to ten members and appointed Thomas T. Edman as a director effective January 21, 2026, to fill the new seat. The change is a routine board refresh with no stated effect on financial results.
N. Mohan Reddy gave notice on December 9, 2025 that he will retire at the 2026 annual meeting, after more than 25 years of service
Board size increased to ten members; Thomas T. Edman appointed effective January 21, 2026
Edman joins the Audit and Risk Committee and the Nominating, Governance and Corporate Responsibility Committee
Edman's annual restricted stock unit award increased to $145,000; the $100,000 initial equity award was eliminated
Materion reported third-quarter 2025 net sales of $444.8 million, up from $436.7 million a year earlier, and GAAP diluted earnings of $1.22 per share, up from $1.07. Adjusted EBITDA slipped to $55.5 million from $56.7 million, and adjusted earnings per share were flat at $1.41. The company affirmed its full-year adjusted earnings guidance of $5.30 to $5.70 per share and authorized a new $50 million stock repurchase program.
Net sales $444.8 million vs. $436.7 million in the prior-year quarter; value-added sales $263.9 million, up 1% organic
Diluted EPS $1.22 vs. $1.07; adjusted EPS $1.41, unchanged from the prior-year quarter
Adjusted EBITDA $55.5 million vs. $56.7 million, reflecting equipment downtime within Performance Materials
Full-year 2025 adjusted EPS guidance of $5.30 to $5.70 affirmed; new $50 million repurchase program authorized
Materion and certain subsidiaries amended their precious metals consignment agreement with Bank of Montreal, extending the maturity of the U.S. consignment facility from August 31, 2025 to August 31, 2028. The facility is the company's largest precious metals consignment facility, with a consignment limit of $150.0 million, so the extension gives the company three additional years of financing capacity under this arrangement.
Amendment dated August 20, 2025 extends facility maturity from August 31, 2025 to August 31, 2028.
Consignment limit on the facility is $150.0 million, and it is the company's largest such facility.
Counterparty is Bank of Montreal (BMO); the amendment is filed as Exhibit 10.1, with some portions omitted.
Materion's Compensation and Human Capital Committee approved a special award of 4,696 service-based, share-settled restricted stock units to CFO Shelly Chadwick on August 8, 2025. The units are intended to vest in full and pay out in company shares on the third anniversary of the grant date, subject generally to continued employment.
Award of 4,696 share-settled restricted stock units to Shelly Chadwick, VP Finance and CFO, approved August 8, 2025
Units intended to vest and pay out in shares on the third anniversary of the grant date
Earlier vesting possible for retirement, death, disability, certain involuntary terminations without cause, or a double-trigger change in control
Materion reported second-quarter 2025 net sales of $431.7 million, up from $425.9 million a year earlier, and GAAP net income of $25.1 million, or $1.21 per diluted share, up from $0.91. Adjusted EPS fell to $1.37 from $1.42, and the company affirmed its full-year adjusted EPS guidance of $5.30 to $5.70, so shareholders get higher reported profit alongside lower adjusted earnings and no guidance change.
Net sales were $431.7 million versus $425.9 million; value-added sales were $269.0 million, down 2% organic from the prior year period.
Net income was $25.1 million, or $1.21 per diluted share, versus $19.0 million, or $0.91, in the prior year quarter.
Adjusted EPS was $1.37 versus $1.42; adjusted EBITDA was $55.8 million versus $57.8 million.
Full-year adjusted EPS guidance of $5.30 to $5.70 was affirmed; the company repurchased 100,000 shares in the quarter at an average of about $78 per share.
Materion Corporation entered a Fifth Amended and Restated Credit Agreement on June 26, 2025, replacing its prior Fourth Amended and Restated Credit Agreement dated October 27, 2021. The new facilities total $675 million, including a $450 million revolving credit facility and a $225 million term loan that was fully drawn on the signing date. The facilities mature on June 26, 2030, and the company says the agreement gives it continued flexibility for future strategic transactions.
New $450 million senior secured revolving credit facility and $225 million senior secured term loan facility
Term loan facility was fully drawn on June 26, 2025
Facilities mature on June 26, 2030
Covenants include a maximum net leverage ratio and a minimum interest coverage ratio
Materion appointed Melissa A. Fashinpaur as Chief Accounting Officer effective June 1, 2025, taking over the principal accounting officer role from CFO Shelly M. Chadwick. Fashinpaur has been with the company since August 2022, most recently as Vice President, Internal Audit, and will report to Chadwick.
Melissa A. Fashinpaur appointed Chief Accounting Officer on May 20, 2025, effective June 1, 2025
She reports to CFO Shelly M. Chadwick, who previously held the principal accounting officer role
Fashinpaur joined Materion in August 2022 as Vice President, Internal Audit; compliance leadership added in 2023
Previously a Principal in the Technology Risk practice at Ernst & Young LLP since 2016
At its May 7, 2025 Annual Meeting, Materion shareholders approved the 2025 Equity and Incentive Compensation Plan, which replaces the company's 2006 stock and director equity plans for new awards. They also re-elected all nine director nominees and ratified Ernst & Young LLP as auditor for 2025, with each item passing by a wide margin.
2025 Plan approved: 17,442,947 for, 931,163 against, 40,601 abstentions, 849,658 broker non-votes
Share reserve capped at 965,000 common shares, reduced by awards granted after December 31, 2024 under the predecessor plans
Ernst & Young LLP ratified as independent registered public accounting firm for 2025 with 18,367,412 votes for
Advisory say-on-pay vote: 17,477,208 for and 889,668 against
Materion reported first quarter 2025 net sales of $420.3 million, up from $385.3 million a year earlier, and diluted net income of $17.7 million, or $0.85 per share, versus $0.64 a year earlier. The company said its full-year 2025 adjusted earnings expectations are largely unchanged from its initial guidance of $5.30 to $5.70 per share, but flagged tariff-related headwinds that could affect the second half.
Net sales $420.3 million versus $385.3 million; operating profit $27.2 million versus $22.2 million
Diluted EPS $0.85 versus $0.64; adjusted EPS $1.13 versus $0.96 in the prior-year quarter
Full-year 2025 adjusted EPS guidance of $5.30 to $5.70 is largely unchanged; second quarter expected slightly better than the first, with a $0.10 to $0.15 China tariff headwind
If conditions persist, an additional $0.40 to $0.50 per share impact is possible in the second half
Materion reported fourth quarter and full-year 2024 results on February 19, 2025, and gave 2025 adjusted earnings guidance of $5.30 to $5.70 per share. The fourth quarter net loss reflected $82.0 million of special items, including $73.2 million of Precision Optics impairments, while adjusted EBITDA reached a quarterly record. Full-year GAAP net income fell to $5.9 million from $95.7 million, and shareholders should weigh the large charges against the stronger operating measures.
Q4 2024 net loss of $48.8 million, or $2.33 per diluted share, versus net income of $19.5 million, or $0.93, a year earlier
Q4 2024 adjusted EBITDA of $61.5 million, a quarterly record, versus $53.3 million; full-year 2024 net income of $5.9 million, or $0.28 per diluted share, versus $95.7 million
2025 adjusted earnings guidance of $5.30 to $5.70 per diluted share, about 3% higher than 2024 at the midpoint; new mid-term adjusted EBITDA margin target of 23%
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
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