Form 8-K

8-K — Elmet Group Co.

Accession: 0001213900-26-088714

Filed: 2026-08-13

Period: 2026-08-13

CIK: 0002101698

SIC: 3490 (MISCELLANEOUS FABRICATED METAL PRODUCTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0301662-8k_elmet.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED AUGUST 13, 2026 (ea030166201ex99-1.htm)

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8-K — CURRENT REPORT

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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):

August 13, 2026

The Elmet Group Co.

(Exact name of registrant as specified in its charter)

Delaware

001-43245

33-1881598

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

280 Fore Street, Suite 301

Portland, Maine 04101

(Address of principal executive offices, including

zip code)

Registrant’s telephone number, including

area code: (207) 518-6791

2 Portland Fish Pier, Suite 214

Portland, Maine 04101

(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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

ELMT

The Nasdaq Stock Market LLC

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 (§240.12b-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 or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 13, 2026, The Elmet

Group Co., a Delaware corporation (the “Company”), issued a press release announcing the Company’s financial results

for the quarterly period ended on July 3, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form

8-K.

The information in this Item

2.02 and Exhibit 99.1 are furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Securities

Act of 1934, as amended (the “Exchange Act”) The information in this Item 2.02 and Exhibit 99.1 shall not be incorporated

by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by

specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are

being filed herewith:

Exhibit No.

Description

99.1

Press Release, dated August 13, 2026.

104

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

SIGNATURE

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.

Dated: August 13, 2026

The Elmet Group Co.

By:

/s/ Peter V. Anania

Name:

Peter V. Anania

Title:

Chief Executive Officer and Chairman

EX-99.1 — PRESS RELEASE, DATED AUGUST 13, 2026

EX-99.1

Filename: ea030166201ex99-1.htm · Sequence: 2

Exhibit 99.1

The

Elmet Group Co. Reports Second Quarter 2026 Results

Continued

demand acceleration in Aerospace, Defense & Government markets

Revenue

increased over 35%, with over 430 basis points of gross profit margin expansion driving adjusted EBITDA increase of 57.9%

Backlog

increased by nearly 55% to record level of $132 million

PORTLAND,

Maine – August 13, 2026 – The Elmet Group Co. (“Elmet,” the “Company,” “we,” or “our”)

(NASDAQ:ELMT), a U.S.-based provider of precision-engineered components and advanced high-power systems, today reported financial

results for its fiscal second quarter ended July 3, 2026.

Second

Quarter Fiscal Year 2026 Highlights

● Successfully

completed upsized initial public offering, raising net proceeds of $125.4 million.

● Revenue

increased 35.2% to approximately $66.4 million compared to approximately $49.1 million in

Q2 2025.

● Approximately

55% of the revenue growth is attributed to net demand increase with the balance associated

with tungsten and molybdenum raw material pricing impacts.

● Gross

profit margin improved 430 basis points to 25.0% of revenue compared to 20.7% of revenue

in Q2 2025.

● Net

income (loss) for Q2 2026 was approximately $(4.5) million, or $(0.16) per share, compared

to approximately $1.2 million, or $0.06 per share, in Q2 2025. Adjusted net income for Q2

2026 was approximately $5.2 million, or $0.18 per share, compared to approximately $2.8 million,

or $0.14 per share, in Q2 2025.

● Adjusted

EBITDA increased to approximately $8.9 million, or 13.3% of revenue, compared to approximately

$5.6 million, or 11.4% of revenue, in Q2 2025.

● Open

order backlog increased to approximately $131.5 million, up from approximately $113.3 million

at the end of Q1 2026 and approximately $84.6 million at the end of Q2 2025.

Trailing

Twelve Months (“TTM”) Highlights

● Revenue

increased 8.2% to approximately $228.5 million compared to 2026 first quarter TTM results

of approximately $211.2 million.

● Gross

profit margin improved 130 basis points to 22.2% of revenue compared to 2026 first quarter

TTM of 20.9%.

● Net

income decreased to approximately $(1.7) million, or $(0.08) per share, compared to approximately

$4.0 million, or $0.20 per share, for 2026 first quarter TTM. Adjusted net income (loss)

increased to approximately $18.6 million, or $0.84 per share, compared to approximately $16.2

million, or $0.81 per share, for the 2026 first quarter TTM.

● Adjusted

EBITDA increased approximately $3.2 million to $31.8 million, or 13.9% of revenue, compared

to approximately $28.6 million, or 13.5% of revenue, for 2026 first quarter TTM.

Management

Commentary

“In

the second quarter we built on our existing momentum and delivered strong results, highlighted by an acceleration in revenue growth and

profitability along with a record backlog,” said Company CEO Peter V. Anania. “Our performance was driven by a combination

of strong operational execution, skillful navigation of a dynamic metals pricing market, and ongoing returns from our strategic focus

on servicing the broader aerospace, defense & government landscape, all of which we expect to drive continued demand through the

balance of the year.”

“Looking

ahead, we remain well-positioned to effectively meet this demand as we expand our role as a trusted supplier across mission-critical

systems. Longer term, we believe the operating environment remains highly favorable to Elmet, supported by our strategic position at

the nexus of several megatrends that are in the early stages of an investment supercycle.”

Conference

Call

The

Elmet Group Co. management will host a conference call today, Thursday, August 13, 2026, at 9:00 a.m. Eastern time (6:00 a.m. Pacific

time) to discuss these results, followed by a question-and-answer period.

Toll-Free

Number: 877-869-3847

International

Number: +1 201-689-8261

Webcast:

Please

call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you

have any difficulty connecting with the conference call, please contact Gateway Group at 949-574-3860.

The

conference call will be broadcast simultaneously and available for webcast replay here.

About

The Elmet Group

The

Elmet Group is a U.S.-based provider of precision-engineered components and advanced high-energy systems for the Aerospace, Defense and

Government, Industrial, Medical, Semiconductor and Electronics, and Energy industries. The Company operates through two segments, Critical

Materials Components (CMC) and Engineered Microwave Products (EMP), leveraging materials science and precision engineering expertise

to deliver high-performance solutions. The Elmet Group is dedicated to strengthening domestic manufacturing capabilities to support the

U.S. and its allies’ needs in both critical materials and advanced high-power microwave systems.

Reorganization

and Presentation of Financial Results

January 2, 2026, the Company effected a reorganization (the “Reorganization”) whereby Anania & Associates and its noncontrolling

interest holders contributed their ownership interests in Anania & Associates and its consolidated subsidiaries in exchange for shares

of common stock in the Company. The Reorganization was a reorganization of entities under common control as Anania & Associates and

the Company were controlled by the Company’s Chief Executive Officer (“CEO”) before and after the Reorganization. As

a result, the Reorganization was accounted for in a manner similar to a pooling of interests with the assets and liabilities of Anania

& Associates and its consolidated subsidiaries being carried over at their historical amounts. The historical consolidated financial

statements of Anania & Associates were retrospectively recast to reflect the results as if the Company owned Anania & Associates

and its consolidated subsidiaries as of January 1, 2025. In connection with the Reorganization, Anania & Associates Investment Company

LLC, an immaterial subsidiary of Anania & Associates, was no longer controlled by the Company and was deconsolidated on January 2,

2026. The deconsolidation was recognized as a spinoff and the impact of $0.5 million was recognized within equity. In connection with

the Reorganization, the Company’s tax status changed from an S-corporation to a C-corporation.

Non-GAAP

Financial Measures

evaluating its business, the Company uses or may use certain non-GAAP measures as supplemental measures to review and assess its operating

and financial performance. These measures are commonly used in the manufacturing industry to provide stockholders and potential investors

with additional information that excludes unusual or non-recurring items as well as non-cash items that are unrelated to or may not be

indicative of the Company’s ongoing operating results. These measures may not be comparable to similar measures presented by other

companies and should not be viewed as a substitute for measures reported under U.S. GAAP. These non-GAAP financial measures have limitations

as analytical tools when assessing the Company’s operating and financial performances, and investors should not consider them in

isolation, or as a substitute for any consolidated statement of operations data prepared in accordance with U.S. GAAP. The reconciliations

to EBITDA, Adjusted EBITDA, Adjusted Net Income, and Adjusted Earnings Per Share from relevant GAAP metrics are included at the end of

this press release. Backlog as reported is confirmed orders from customers for which revenue has not been recognized.

Forward

Looking Statements

The

information in this press release includes forward-looking statements within the meaning of the federal securities laws, including the

Private Securities Litigation Reform Act of 1995. These statements generally relate to future events or our future financial or operating

performance and include statements regarding Elmet’s intended use of proceeds from the IPO, Elmet’s ability to: (i) effectively

meet demand for its products, (ii) benefit from defense spending levels in the United States and other countries in which it does business,

(iii) successfully pursue its ongoing supply chain realignment, (iv) expand its role as a supplier across its end markets, (v) successfully

make opportunistic investments, if any, that will support its competitive positioning, (vi) effectively use the net proceeds received

from its IPO to its benefit in the manner currently contemplated, in a different manner, or at all, and (vii) successfully navigate turbulent

raw materials markets. When used in this press release, words such as “expect,” “project,” “estimate,”

“believe,” “anticipate,” “intend,” “plan,” “seek,” “forecast,”

“target,” “predict,” “may,” “should,” “would,” “could,” and “will,”

the negative of these terms and similar expressions are intended to identify forward-looking statements, although not all forward-looking

statements contain such identifying words. Forward-looking statements are based on management’s current expectations and assumptions,

and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results

could differ materially from those indicated in these forward-looking statements. When considering these forward-looking statements,

you should keep in mind the risk factors and other cautionary statements in Elmet’s Registration Statement on Form S-1, as amended

(File No. 333-294725) and subsequent filings Elmet makes with the Securities and Exchange Commission. Elmet undertakes no obligation

and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.

Company

Contact

Chris Chandler

contact@theelmetgroup.com

Investor

Contact

Tom Colton

and Greg Bradbury

Gateway Group,

Inc.

ELMT@gateway-grp.com

949-574-3860

-Financial

tables to follow-

THE

ELMET GROUP CO.

CONSOLIDATED

BALANCE SHEETS

(UNAUDITED)

(in

thousands, except share data)

July 3,

2026

December 31,

2025

Assets

Current Assets:

Cash

$ 66,122

$ 1,759

Marketable securities

4,923

202

Accounts receivable, net

34,483

28,904

Government grant receivables

232

1,690

Related party receivables

426

Unbilled revenue

564

2,621

Inventories, net

102,401

69,697

Income tax receivable

3,766

—

Prepaid expenses and other current assets

5,548

4,774

Total current assets

218,097

110,073

Property, plant and equipment, net

42,457

42,342

Operating lease right-of-use assets

11,777

10,586

Intangible assets, net

6,558

7,184

Goodwill

4,527

4,583

Deferred tax assets, net

—

Other assets

724

878

Total assets

$ 284,228

$ 175,646

Liabilities and Stockholders’ Equity

Current Liabilities:

Accounts payable

$ 27,390

$ 16,165

Accrued expenses and other current liabilities

17,417

13,659

Related party payables

190

—

Operating lease liabilities, current portion

956

875

Current portion of long-term debt – related party

—

2,319

Current portion of long-term debt

2,370

7,755

Deferred government grants

2,358

4,672

Deferred revenue

21,416

14,853

Total current liabilities

72,097

60,298

Operating lease liabilities, net of current portion

11,407

10,247

Long-term debt, net of current portion

8,108

28,455

Long-term debt, net of current portion – related party

—

15,000

Deferred tax liabilities, net

4,075

—

Other liabilities

998

1,189

Total liabilities

96,685

115,189

Commitments and Contingencies

Stockholders’ Equity:

Preferred Stock - $0.001 par value; 20,000,000 authorized as of July 3,2026 and December 31, 2025. No shares issued and outstanding as of July 3, 2026 and December 31, 2025

—

Class A Common Stock – $0.001 par value; 0 and 500,000,000 shares authorized, as of July 3, 2026 and December 31, 2025, respectively, 0 and 20,122,721 shares issued and outstanding as of July 3, 2026 and December 31, 2025, respectively

—

Class B Common Stock – $0.001 par value; 0 and 40,000,000 shares authorized as of July 3, 2026 and December 31, 2025, respectively, 0 and 466 shares issued and outstanding as of July 3, 2026 and December 31, 2025, respectively

—

Common Stock - $0.001 par value; 540,000,000 and 0 shares authorized as of July 3, 2026 and December 31, 2025, respectively, 30,459,498 and 0 shares issued and outstanding as of July 3, 2026 and December 31, 2025, respectively

—

Additional paid-in capital

147,058

15,366

Retained earnings

40,507

44,791

Accumulated other comprehensive (loss) income

(52 )

280

Total stockholders’ equity

187,543

60,457

Total liabilities and stockholders’ equity

$ 284,228

$ 175,646

The

accompanying notes are integral to the unaudited consolidated financial statements.

THE

ELMET GROUP CO.

CONSOLIDATED

STATEMENTS OF OPERATIONS

(UNAUDITED)

(in

thousands, except share and per share data)

Three Months Ended

Six Months Ended

July 3,

2026

June 30,

2025

July 3,

2026

June 30,

2025

Revenue

$ 66,401

$ 49,130

$ 122,408

$ 95,517

Cost of goods sold

49,791

38,983

93,950

76,759

Gross profit

16,610

10,147

28,458

18,758

Operating expenses:

General and administrative

17,780

4,016

24,848

7,275

Research and development

4,321

1,009

5,171

1,820

Sales and marketing

2,137

1,876

4,204

3,559

Total operating expenses

24,238

6,901

34,223

12,654

Operating (loss) income

(7,628 )

3,246

(5,765 )

6,104

Other expense (income), net:

Interest expense

127

793

740

1,303

Interest expense - related party

233

377

860

793

Change in fair value of derivative asset

881

—

(2,214 )

—

(Gain) loss on remeasurement of fair value of marketable

securities

(445 )

(1,081 )

Other (income) expense, net

(186 )

(77 )

(204 )

Total other expense (income), net

610

1,116

(1,899 )

2,121

(Loss) income from continuing operations before taxes

(8,238 )

2,130

(3,866 )

3,983

Income tax (benefit) provision

(3,750 )

—

960

—

(Loss) income from continuing operations

(4,488 )

2,130

(4,826 )

3,983

Loss from discontinued operations

$ —

$ (890 )

$ —

$ (1,546 )

Net (loss) income

$ (4,488 )

$ 1,240

$ (4,826 )

$ 2,437

Net (loss) income per share:

Basic

$ (0.16 )

$ 0.06

$ (0.20 )

$ 0.12

Diluted

$ (0.16 )

$ 0.06

$ (0.20 )

$ 0.12

Weighted average shares outstanding

Basic

28,414,861

20,123,187

24,223,725

20,123,187

Diluted

28,414,861

20,268,282

24,223,725

20,196,135

The

accompanying notes are integral to the unaudited consolidated financial statements.

THE

ELMET GROUP CO.

CONSOLIDATED

STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in

thousands)

Six Months Ended

July 3,

2026

June 30,

2025

Cash flows from operating activities:

Net (loss) income

$ (4,826 )

$ 2,437

Loss from discontinued operations

—

(1,546 )

(Loss) income from continuing operations

(4,826 )

3,983

Adjustments to reconcile (loss) income from continuing operations to net cash provided by operating activities:

Deferred income taxes

3,987

—

Change in fair value of derivative asset

(2,214 )

—

Depreciation and amortization

3,779

3,215

Stock-based compensation

10,735

383

Noncash operating lease expense

469

440

Noncash interest expense

Provision for excess and obsolete inventories

(1 )

Change in fair value of interest rate collars

(56 )

Unrealized (gain) loss on marketable securities

(1,081 )

Change in operating assets and liabilities:

Accounts receivable

(5,588 )

7,607

Unbilled revenue

2,057

(4,059 )

Inventories

(32,763 )

(10,780 )

Related party receivables

291

—

Income tax receivable

(3,766 )

—

Prepaid expenses and other current assets

(2,378 )

(527 )

Other assets

134

Accounts payable

12,250

885

Accrued expenses and other current liabilities

5,004

4,181

Operating lease liabilities

(418 )

(381 )

Related party payables

190

—

Deferred revenue

6,570

3,975

Other liabilities

Net cash (used in) provided by operating activities from continuing operations

(7,572 )

9,024

Net cash used in operating activities from discontinued operations

—

(2,742 )

Net cash (used in) provided by operating activities

(7,572 )

6,282

Cash flows from investing activities:

Purchase of shares upon exercise of call option

(1,426 )

—

Purchases of property, plant and equipment, net of grant proceeds (see Note 7 – Government Grants)

(3,141 )

(4,602 )

Net cash used in investing activities from continuing operations

(4,567 )

(4,602 )

Net cash used in investing activities from discontinued operations

—

(110 )

Net cash used in investing activities

(4,567 )

(4,712 )

Cash flows from financing activities:

Proceeds from initial public offering, net of underwriting discount and offering costs

125,363

—

Payments of principal on revolving credit facility

(99,882 )

(326 )

Proceeds from revolving credit facility

76,441

6,522

Payments of principal on long-term debt

(1,783 )

(4,231 )

Payments of principal on long-term debt – related party

(17,294 )

—

Cash distributions paid to stockholders

—

(6,833 )

Payments of deferred consideration

(73 )

—

Payments of contingent consideration

(49 )

—

Employee taxes paid on shares withheld for tax-withholding purposes

(4,371 )

—

Net payments of principal on revolving credit facility – related party

(1,771 )

(1,559 )

Repurchase of Class B Common Stock

(25 )

—

Payments of principal on finance leases

(16 )

(25 )

Net cash provided by (used in) financing activities from continuing operations

76,540

(6,452 )

Net cash provided by financing activities from discontinued operations

—

103

Net cash provided by (used in) financing activities

76,540

(6,349 )

Effects of exchange rate changes on cash

(38 )

Net increase (decrease) in cash

$ 64,363

$ (4,737 )

Cash at beginning of period

1,759

6,532

Cash at end of period

$ 66,122

$ 1,795

Reconciliation of cash at beginning of period:

Cash at beginning of period – continuing operations

$ 1,759

$ 3,608

Cash at beginning of period – discontinued operations

—

2,924

Cash at beginning of period

$ 1,759

$ 6,532

Reconciliation of cash at end of period:

Cash at end of period – continuing operations

$ 66,122

$ 1,620

Cash at end of period – discontinued operations

—

175

Cash at end of period

$ 66,122

$ 1,795

Supplemental non-cash investing and financing activities:

Purchases of property, plant and equipment included in accounts payable and accrued expenses

$ 684

$ 280

Noncash activity related to government grants

$ 1,273

$ —

Right-of-use assets obtained in exchange for new operating lease liabilities

$ 1,660

$ —

Supplemental disclosure of cash flow information:

Cash paid for interest

$ 1,674

$ 1,834

Cash paid for income taxes

$ 700

$ —

The

accompanying notes are integral to the unaudited consolidated financial statements.

Non-GAAP

Financial Measures:

The

following tables display certain non-GAAP financial measures we believe are helpful in assessing our performance and interpreting our

financial results. We believe these non-GAAP financial measures are important supplemental measures because they exclude unusual or non-recurring

items as well as non-cash items that are unrelated to or may not be indicative of our ongoing operating results. Further, when read in

conjunction with our GAAP results, these non-GAAP financial measures provide a baseline for analyzing trends in our underlying businesses

and can be used by management as a tool to help make financial, operational and planning decisions. We may use non-GAAP financial metrics

in certain management compensation plans, debt covenants, internal budgetary decision making and other resource allocation decisions.

Finally, these measures are often used by analysts and other interested parties to evaluate companies in our industry by providing more

comparable measures that are less affected by factors such as capital structure.

Adjusted

EBITDA

Adjusted

EBITDA is a non-GAAP measurement. We define Adjusted EBITDA as our net income plus interest expense, income taxes, depreciation and amortization,

and, as applicable for each period, stock-based compensation expense and non-cash gains and losses on the sale of assets. Adjusted EBITDA

also excludes certain non-recurring costs such as the costs associated with the IPO, certain acquisition and transaction costs, severance

and restructuring costs, and other non-recurring costs.

THE

ELMET GROUP CO.

ADJUSTED

EBITDA FROM CONTINUING OPERATIONS

(NON-

GAAP, UNAUDITED)

(in

thousands)

Quarters Ended

TTM

June 30,

2025

July 3,

2026

April 3,

2026

July 3,

2026

Revenue

$ 49,130

$ 66,401

$ 211,256

$ 228,527

Gross profit

10,147

16,610

44,257

50,719

Gross profit margin %

20.7 %

25.0 %

20.9 %

22.2 %

Operating expenses

6,901

24,238

33,178

50,508

Net income (loss) from continuing operations

2,130

(4,488 )

5,749

(870 )

Net income (loss) from continuing operations %

4.3 %

(6.8 )%

2.7 %

(0.4 )%

Adjustments to income (loss) from continuing operations:

Income tax (benefit) provision

(3,750 )

4,665

915

Interest expense(1)

1,170

360

4,724

3,910

Depreciation and amortization

1,611

1,856

6,367

6,608

Acquisition and transaction costs(2)

—

403

314

Stock-based compensation(3)

383

14,153

2,096

15,866

Corporate costs associated with the offering(4)

228

608

3,368

3,748

Other(5)

—

119

1,179

1,298

Adjusted EBITDA (6)

$ 5,611

$ 8,858

$ 28,551

$ 31,789

Adjusted EBITDA Margin

11.4 %

13.3 %

13.5 %

13.9 %

(1)

Interest expense includes

both third-party interest expense and related party interest expense.

(2)

The adjustment for acquisition

and transaction costs is to remove charges incurred in connection with any transaction, including mergers, acquisitions, refinancing,

amendment or modification to indebtedness, and dispositions, in each case, regardless of whether consummated.

(3)

Stock-based compensation

includes expenses associated with restricted stock grants made in support of our initial public offering and the Reorganization.

In the three months ended July 3, 2026 the company expensed $14.2 million of which $4.1 million was settled in cash in association

with stock appreciation rights.

(4)

Corporate costs associated

with the initial public offering include third-party expenses related to enhancing our accounting controls and procedures, incremental

audit costs, recruitment of executive team and legal expenses.

(5)

Others includes non-recurring

costs associated with a utility failure at our CMC facility in Euclid, Ohio, and other restructuring costs.

(6)

Adjusted EBITDA excludes

the financial impact of discontinued operations. On October 1, 2025 A&A distributed its shares in Polymer Laboratories, LLC to

the individual shareholders, which is unrelated to A&A continuing operations and The Elmet Group Co.

Adjusted

Net Income and Adjusted Net Income Per Share

Adjusted

Net Income and Adjusted Net Income Per Share are non-GAAP measurements. We define adjusted net income as net income less stock-based

compensation and one-time non-recurring costs such as tax impacts of the Reorganization, discontinued operations, the costs associated

with the IPO, certain acquisition and transaction costs, severance and restructuring costs, and other non-recurring costs and the income

tax effect of such adjustments, as applicable.

THE

ELMET GROUP CO.

RECONCILIATION

OF ADJUSTED NET INCOME AND ADJUSTED EARNINGS PER SHARE

(NON-GAAP,

UNAUDITED)

(in

thousands)

Quarters Ended

TTM

June 30,

2025

July 3,

2026

April 3,

2026

July 3,

2026

Numerator:

Net income (loss)

$ 1,240

$ (4,488 )

$ 4,007

$ (1,720 )

Loss from discontinued operations

890

—

1,742

850

One time tax expense associated with the Reorganization(1)

—

3,791

Corporate costs associated with the IPO(2)

228

608

3,368

3,748

Stock-based compensation(3)

383

14,153

2,096

15,866

Acquisition and transaction costs(4)

—

373

284

Other(5)

—

119

1,209

1,328

Tax effect of adjustments(6)

—

(5,212 )

(344 )

(5,556 )

Adjusted net income

$ 2,830

$ 5,180

$ 16,242

$ 18,591

Denominator:

Weighted average shares outstanding – basic

20,123

28,415

20,123

22,174

Weighted average shares outstanding – diluted(7)

20,268

28,983

20,343

22,495

Adjusted net income per share:

Basic

$ 0.14

$ 0.18

$ 0.81

$ 0.84

Diluted(7)

$ 0.14

$ 0.18

$ 0.80

$ 0.83

Unadjusted net income (loss) per share:

Basic

$ 0.06

$ (0.16 )

$ 0.20

$ (0.08 )

Diluted (7)

$ 0.06

$ (0.16 )

$ 0.20

$ (0.08 )

(1)

Reflects the impact of

the deferred tax adjustment of $3.5 million, which was recognized in the period of Reorganization and does not reflect ongoing income

tax expense, and other discrete tax impacts of $0.3 million related to the Reorganization.

(2)

Corporate costs associated

with the initial public offering include third-party expenses related to enhancing our accounting controls and procedures, incremental

audit costs, recruitment of executive team and legal expenses.

(3)

Stock-based compensation

includes expenses associated with restricted stock grants made in support of our initial public offering and the Reorganization.

In the three months ended July 3, 2026, the Company expensed $14.2 million of which $4.1 million was settled in cash in association

with stock appreciation rights.

(4)

The adjustment for acquisition

and transaction costs is to remove charges incurred in connection with any transaction, including mergers, acquisitions, refinancing,

amendment or modification to indebtedness, and dispositions, in each case, regardless of whether consummated.

(5)

Other includes restructuring

and severance costs associated with a reorganization at our CMC division and non-recurring costs associated with a utility failure

at our CMC facility in Euclid, Ohio and other restructuring costs.

(6)

Income tax effects associated

with non-GAAP adjustments were calculated based on the specific tax treatment applicable to each adjustment and reflect the estimated

current and deferred income tax consequences of the excluded items. The Company’s effective GAAP tax rate for the quarter was

(45.6)%, while the effective tax rate applied to non-GAAP results was 35.0%. The difference between the GAAP and non-GAAP tax rates

primarily reflects the impact of tax effects associated with the Reorganization impacts, share-based compensation arrangements, executive

compensation limitations, discrete tax items recognized during the period, and other tax-related adjustments that are not directly

proportional to the underlying pretax non-GAAP adjustments. Accordingly, the tax effect of non-GAAP adjustments differs from the

amount that would be determined by applying the Company’s GAAP effective tax rate or statutory tax rate to the related pretax

adjustments. There is no tax impact prior to the quarter ended April 3, 2026, as we were treated as an S-corporation for tax purposes

prior to the Reorganization.

(7)

The potential impact on

weighted average common stock outstanding (diluted) related to our restricted stock was evaluated under the treasury stock method

based on the weighted average unrecognized compensation costs for each period and the estimated fair value of our common stock for

each period.

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