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mtrn-202602120001104657false00011046572026-02-122026-02-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 12, 2026

MATERION CORPORATION

(Exact name of registrant as specified in its charter)

Ohio 001-15885 34-1919973

(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification No.)

6070 Parkland Blvd., Mayfield Hts., Ohio 44124

(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code (216) 486-4200

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered

Common Stock, no par value MTRN New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§204.12b-2 of this chapter). Emerging Growth Company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 2.02 Results of Operations and Financial Condition.

On February 12, 2026, Materion Corporation issued a press release announcing its results for the fourth quarter and full year 2025. The press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibits.

Exhibit NumberDescription of Exhibit 99.1Materion Corporation press release, dated February 12, 2026

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Materion Corporation

February 12, 2026By:/s/ Melissa A. Fashinpaur

Melissa A. Fashinpaur

Chief Accounting Officer

mtrn-202601230001104657false00011046572026-01-232026-01-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 23, 2026

MATERION CORPORATION

(Exact name of registrant as specified in its charter)

Ohio 001-15885 34-1919973

(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification No.)

6070 Parkland Blvd., Mayfield Hts., Ohio 44124

(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code (216) 486-4200

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered

Common Stock, no par value MTRN New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§204.12b-2 of this chapter). Emerging Growth Company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 2.02 Results of Operations and Financial Condition Materion Corporation today announced a business update in advance of its fourth quarter earnings release, scheduled for February 12, 2026. In the fourth quarter, a large precision clad strip customer identified a quality issue with Materion-produced material used in its manufacturing process. At the customer’s request, we temporarily idled the production facilities responsible for this material while conducting a thorough investigation to determine the root cause and implement corrective actions. Following several weeks of close collaboration with our customer, we believe the issue has been fully resolved. New processes have been approved and implemented, production assets are now back online and will be ramping up through the first quarter of 2026, and shipments have resumed. We do not anticipate a material impact to our 2026 volume for this customer. As a result of this discrete issue, Materion expects to record a charge of approximately $20 to $25 million, which includes a quality claim, material scrap expenses, and temporary plant idling costs. This charge will be excluded in our non-GAAP results. While the issue restricted clad strip sales in the fourth quarter, Materion anticipates delivering adjusted earnings per share in the range of $1.50 - $1.55 for the fourth quarter and $5.40 - $5.45 for the full year, both of which exclude this non-recurring charge. These estimated results reflect stronger-than-expected performance in our Electronic Materials and Precision Optics segments and are slightly below the midpoint of our full-year guidance. We remain confident in our operational execution and growth prospects as we move into 2026. We look forward to providing more details on our upcoming earnings call. The Company's estimates for the fourth quarter and the full year 2025 are preliminary and unaudited and represent the most current information available to its management. The Company's actual results may differ from the preliminary estimates due to the completion of its financial closing procedures, final adjustments and other developments that may arise between the date of this news release and the time that financial results for the fourth quarter and full year 2025 are finalized. It is not possible for the Company to identify the amount or significance of future adjustments that the Company excludes in the presentation of adjusted earnings guidance. These items are dependent on future events that are not reasonably estimable at this time. Accordingly, the Company is unable to reconcile without unreasonable effort the forecasted range o