Preliminary Proxy Statement M&A Form PREM14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED NOVEMBER 15, 2024

Universal Stainless & Alloy Products, Inc.

600 Mayer Street

Bridgeville, Pennsylvania 15017

  , 2024

Dear Stockholders of Universal Stainless & Alloy Products, Inc.:

You are cordially invited to attend a special meeting of stockholders of Universal Stainless & Alloy Products, Inc. (“Universal,” the “Company,” “we,” “us” or “our”) to be held on     , 2025, at    Eastern Time, including any adjournments or postponements thereof (the “Special Meeting”), solely by means of remote communications, which will be conducted via live audio webcast on the Internet. Stockholders of record, and beneficial owners of our common stock holding a valid proxy from a stockholder of record, who register for the Special Meeting in advance, will be able to participate in the Special Meeting, vote on the proposals described below, and submit questions during the Special Meeting via live webcast by visiting www.virtualshareholdermeeting.com/USAP2025SM. To participate in the Special Meeting, you must have your 16-digit control number that is shown on your proxy card.

At the Special Meeting, you will be asked to consider and vote on (i) a proposal to adopt the Agreement and Plan of Merger, dated October 16, 2024 (as such agreement may be amended, modified or supplemented from time to time, the “Merger Agreement”), by and among Universal, Aperam US Holdco LLC, a Delaware limited liability company (“Parent”), and Aperam US Absolute LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), providing for the acquisition of Universal by Parent, (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Universal’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”), and (iii) a proposal to approve the adjournment of the Special Meeting to a later date or dates, if determined to be necessary or appropriate by the chairman of the Special Meeting, including, without limitation, to solicit additional proxies to approve the proposal to adopt the Merger Agreement if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”). Upon the terms and subject to the conditions of the Merger Agreement, including, without limitation, stockholder approval of the proposal to adopt the Merger Agreement, Parent will acquire Universal via the merger of Merger Sub with and into Universal, with the separate corporate existence of Merger Sub thereupon ceasing and Universal continuing as the surviving company and a wholly owned subsidiary of Parent (the “Merger”).

If the proposal to adopt the Merger Agreement is approved by Universal’s stockholders and, subject to the additional terms and conditions of the Merger Agreement, the Merger is completed, you will be entitled to receive $45.00 in cash, without interest thereon, for each share of Universal common stock (each, a “Share” and collectively, the “Shares”) that you own immediately prior to the time at which the Merger will become effective (unless you are entitled to and have properly exercised and not waived, withdrawn, failed to perfect or otherwise lost your appraisal rights), which represents a premium of approximately 19% over the three-month volume-weighted average stock price as of October 16, 2024, the last full trading day prior to the date on which the Merger and the other transactions contemplated by the Merger Agreement (together with the Merger, the “Transactions”) were announced.

Universal’s Board of Directors (the “Board of Directors”), after considering the factors more fully described in the enclosed proxy statement, has unanimously: (i) determined that the Merger Agreement, the Merger and the other Transactions to be consummated by Universal are advisable and fair to, and in the best interests of, Universal and its stockholders, (ii) duly authorized and approved the execution, delivery and performance by Universal of the Merger Agreement and the consummation by Universal of the Transactions to be consummated by Universal, including the Merger, (iii) resolved to, subject to certain circumstances set forth in the Merger Agreement, recommend adoption of the Merger Agreement by the stockholders of Universal, and (iv) directed that the adoption of the Merger Agreement be submitted to a vote of the stockholders of Universal.

The Board of Directors unanimously recommends, on behalf of Universal, that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the approval, on an advisory (non-binding) basis, of the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

The proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Transactions. A copy of the Merger Agreement is annexed as Annex A to the proxy statement. We urge you to read both the proxy statement and the Merger Agreement carefully in their entirety.

The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Transactions. You should carefully read and consider the entire proxy statement and its annexes, including, but not limited to, the Merger Agreement, as they contain important information about, among other things, the Transactions and how they affect you.

Whether or not you plan to attend the Special Meeting virtually, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or submit your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend virtually, and vote at, the Special Meeting, then your vote at the Special Meeting will revoke any proxy that you have previously submitted.

If you hold your Shares in “street name,” you should instruct your bank, broker or other nominee how to vote your Shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered by Universal’s stockholders at the Special Meeting, including the proposal to adopt the Merger Agreement, without your instructions.

Your vote is very important, regardless of the number of Shares that you own. We cannot complete the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of the holders of a majority of all outstanding Shares as of the close of business on     , 2024, which is the record date for determining the stockholders of Universal entitled to notice of and to vote at the Special Meeting.

Under the General Corporation Law of the State of Delaware, as amended (the “DGCL”), stockholders of record and beneficial owners of Shares who do not vote in favor of the adoption of the Merger Agreement have the right to seek an appraisal of the “fair value” of their Shares under Section 262 of the DGCL, but only if they comply fully with the applicable requirements of Section 262 of the DGCL, which are summarized in the section captioned “The Merger—Appraisal Rights” in the enclosed proxy statement and which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

If you have any questions concerning the Merger Agreement, the Transactions, the Special Meeting or the proxy statement, would like additional copies of the proxy statement or need help voting your Shares, please contact our proxy solicitor:

INNISFREE M&A INCORPORATED

501 Madison Avenue, 20th Floor

New York, New York 10022

Shareholders may call toll-free: (877) 750-8269

Banks and brokers may call collect: (212) 750-5833

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of this matter.

Sincerely,

Christopher M. Zimmer

President and Chief Executive Officer

Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger, passed upon the merits or fairness of the Merger Agreement or the Transactions, including the proposed Merger, or passed upon the adequacy or accuracy of the information contained in this proxy statement or any document incorporated by reference herein. Any representation to the contrary is a criminal offense.

This proxy statement is dated     , 2024, and is first being mailed to our stockholders on or about     , 2024.

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED NOVEMBER 15, 2024

Universal Stainless & Alloy Products, Inc.

600 Mayer Street

Bridgeville, Pennsylvania 15017

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on    , 2025

To Our Stockholders,

Notice is hereby given that a Special Meeting of Stockholders of Universal Stainless & Alloy Products, Inc., a Delaware corporation (“Universal,” the “Company,” “we,” “us” or “our”), will be held on     , 2025, at    Eastern Time, and any adjournments or postponements thereof (the “Special Meeting”), solely by means of remote communications, which will be conducted via live audio webcast on the Internet. Stockholders of record, and beneficial owners of our common stock holding a valid proxy from a stockholder of record, who register for the Special Meeting in advance and, in the case of beneficial holders, holding a valid proxy from a stockholder of record, will be able to participate in the Special Meeting, vote on the proposals described below, and submit questions during the Special Meeting via live webcast by visiting www.virtualshareholdermeeting.com/USAP2025SM. To participate in the Special Meeting, you must have your 16-digit control number that is shown on your proxy card if you received the proxy materials by mail.

The Special Meeting will be held for the following purposes:

Universal’s Board of Directors (the “Board of Directors”) has fixed the close of business on     , 2024 as the record date for determining the holders of our common stock entitled to notice of and to vote at the Special Meeting. Only stockholders of record at the close of business on the record date are entitled to such notice and to vote, virtually or by proxy, at the Special Meeting.

The Board of Directors unanimously recommends, on behalf of Universal, that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the approval, on an advisory (non-binding) basis, of the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

A list of stockholders will be available for examination by any stockholder at our corporate headquarters during ordinary business hours, located at 600 Mayer Street, Bridgeville, Pennsylvania 15017, for a period of 10 days prior to the Special Meeting.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Transactions. A copy of the Merger Agreement is annexed as Annex A to the enclosed proxy statement. We urge you to read both the proxy statement and the Merger Agreement carefully in their entirety.

The enclosed proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Transactions. You should carefully read and consider the entire proxy statement and its annexes, including, but not limited to, the Merger Agreement, as they contain important information about, among other things, the Transactions and how they affect you.

Whether or not you plan to attend the Special Meeting virtually, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or submit your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend virtually, and vote at, the Special Meeting, then your vote at the Special Meeting will revoke any proxy that you have previously submitted.

If you hold your shares of our common stock in “street name,” you should instruct your bank, broker or other nominee how to vote your shares of our common stock in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered by Universal’s stockholders at the Special Meeting, including the proposal to adopt the Merger Agreement, without your instructions.

Your vote is very important. Additional information on how you can participate in the Special Meeting is set forth in the “Questions and Answers About the Special Meeting and Voting” and “The Special Meeting” sections of the enclosed proxy statement, which begin on pages 17 and 29, respectively. Regardless of whether you expect to attend the Special Meeting virtually, please complete, date, sign and return the proxy card, or submit your proxy electronically over the Internet or by the telephone (using the instructions provided in the enclosed proxy card), as promptly as possible in order to ensure your representation at the Special Meeting.

PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON    , 2025

IMPORTANT NOTICE REGARDING THE PROXY MATERIALS

FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON    , 2025

This proxy statement is available on the investor relations section of our website at https://investors.univstainless.com/. The information provided on, or accessible through, our website is not part of this proxy statement, and therefore is not incorporated herein by reference. We intend to commence mailing of these proxy materials on or about    , 2024 to all stockholders of record entitled to vote at the Special Meeting.

A complete list of the stockholders entitled to vote at the Special Meeting will be available for examination by any stockholder during ordinary business hours for the 10 days prior to the Special Meeting at our principal executive offices, located at 600 Mayer Street, Bridgeville, Pennsylvania 15017. Stockholders may examine the list for any purpose germane to the Special Meeting. If you would like to examine the list, please email our Secretary at [email protected].

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING VIRTUALLY, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you hold your shares of Universal common stock (each, a “Share” and collectively, the “Shares”) in “street name,” you should instruct your bank, broker or other nominee how to vote your Shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals to be considered by our stockholders at the Special Meeting, including the proposal to adopt the Merger Agreement, without your instructions.

If you are a stockholder of record, voting virtually at the Special Meeting will revoke any proxy that you previously submitted. If you hold your Shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to participate and vote virtually at the Special Meeting.

For purposes of the proposal to adopt the Merger Agreement, which requires the approval a majority of the Shares outstanding on the record date for determining the stockholders entitled to vote at the Special Meeting, abstentions and broker non-votes have the same effect as a vote “AGAINST” this proposal. If you fail to submit a proxy or to vote online at the Special Meeting, or abstain from voting on the proposal to adopt the Merger Agreement, it will have the same effect as a vote “AGAINST” this proposal.

For purposes of the Adjournment Proposal and the Compensation Proposal, each of which requires the approval of the holders of a majority of the Shares present virtually or by proxy at the Special Meeting, (i) if you are a stockholder of record and your Shares are present at the Special Meeting but are not voted on such proposal, or if you have given a proxy and abstained on such proposal, this will have the same effect as if you voted “AGAINST” approval of the Adjournment Proposal or the Compensation Proposal, as applicable, (ii) if you are a stockholder of record and fail to submit a proxy or to attend the Special Meeting virtually, the Shares of record held by you will not be counted in respect of, and will not have an effect on, the Adjournment Proposal or the Compensation Proposal or (iii) if you fail to instruct your broker with respect to the Shares beneficially owned by you, the Shares beneficially owned by you will not be counted in respect of, and will not have an effect on, the Adjournment Proposal or the Compensation Proposal.

You should carefully read and consider this entire proxy statement and its annexes, including, but not limited to, the Merger Agreement, along with all of the documents incorporated by reference into this proxy statement, as they contain important information about, among other things, the Transactions and how they affect you. If you have any questions concerning the Merger Agreement, the Transactions, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your Shares, please contact our proxy solicitor:

INNISFREE M&A INCORPORATED

501 Madison Avenue, 20th Floor

New York, New York 10022

Shareholders may call toll-free: (877) 750-8269

Banks and brokers may call collect: (212) 750-5833

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL

MEETING AND VOTING

The following questions and answers are intended to briefly address potential questions that our stockholders may have regarding this proxy statement and the Special Meeting. The following questions and answers are also intended to provide our stockholders with certain information that is required to be provided under the rules and regulations of the SEC. These questions and answers may not address all of the questions that are important to you as a stockholder. If you have additional questions about the proxy statement or the Special Meeting, please see “Whom should I contact with other questions?” below.

At the Special Meeting, our stockholders will be asked to consider and vote upon the proposals described in this proxy statement and in the accompanying Notice of Special Meeting, and any other matters that properly come before the Special Meeting.

The Special Meeting will be held on     , 2025, at    Eastern Time. Stockholders of record, and beneficial owners of our common stock holding a valid proxy from a stockholder of record, who register for the Special Meeting in advance will be able to participate in the Special Meeting, vote, and submit questions during the Special Meeting via live webcast by visiting www.virtualshareholdermeeting.com/USAP2025SM. To participate in the Special Meeting, you must have your 16-digit control number that is shown on your proxy card. The Special Meeting is being held on a virtual-only basis.

We are committed to ensuring that our stockholders have substantially the same opportunities to participate in the Special Meeting as they would at an in-person meeting. In order to submit a question at the Special Meeting, you will need your 16-digit control number that is printed on the proxy card that you received in the mail, or via email if you have elected to receive material electronically. You may log in 15 minutes before the start of the Special Meeting and submit questions online. You will also be able to submit questions during the Special Meeting. We encourage you to submit any question that is relevant to the business of the Special Meeting. All appropriate questions asked during the Special Meeting will be read and addressed during the Special Meeting. Stockholders are encouraged to log into the webcast 15 minutes prior to the start of the Special Meeting to test their internet connectivity.

We will provide a toll-free technical support “help line” that can be accessed by any stockholder who is having challenges logging into or participating in the Special Meeting. If you encounter any difficulties accessing the Special Meeting during the check-in or meeting time, please call the technical support line number that will be posted on the Virtual Shareholder Meeting login page.

We are providing these proxy materials in connection with the solicitation by the Board of Directors of proxies to be voted at the Special Meeting. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Special Meeting. You are invited to attend the Special Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the Special Meeting to have your Shares voted. Instead, you may have your Shares voted using one of the

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other voting methods described in this proxy statement. Regardless of whether you expect to attend the Special Meeting virtually, please submit your proxy as soon as possible in order to ensure your Shares are voted at the Special Meeting and to minimize our proxy solicitation costs.

The term “proxy,” when used with respect to a stockholder, refers to either a person or persons legally authorized to act on the stockholder’s behalf or a format that allows the stockholder to vote without attending the Special Meeting.

Because it is important that as many stockholders as possible be represented at the Special Meeting by proxy (to the extent that they are not present virtually) and streamline the counting of proxies and votes at the Special Meeting, the Board of Directors is asking that you review this proxy statement carefully and then vote by following the instructions set forth on the proxy card. All Shares represented by valid proxies will be voted in accordance with the stockholder’s specific instructions.

At the Special Meeting, you will be asked to consider and vote on:

On all of the proposals, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

The Board of Directors unanimously recommends that you vote your Shares:

For a discussion of the factors that the Board of Directors considered in determining to recommend that you vote to approve the proposal to adopt the Merger Agreement, please see the section captioned “Proposal 1: Adoption of the Merger Agreement—The Board of Directors’ Recommendation; Universal Adverse Recommendation Change.” In addition, when considering the recommendation of the Board of Directors, you should be aware that some of Universal’s directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of stockholders generally. For a discussion of these interests, please see the section captioned “The Merger—Interests of Universal’s Directors and Executive Officers in the Merger.”

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Our directors and executive officers have informed us that they currently intend to vote all of their respective Shares (i) “FOR” the adoption of the Merger Agreement, (ii) “FOR” the approval, on an advisory (non-binding) basis, of the Compensation Proposal, and (iii) “FOR” the Adjournment Proposal.

If you were a holder of Shares as a “stockholder of record,” or if you are the “beneficial owner” of Shares held in “street name” holding a valid proxy from a stockholder of record, in each case, as of the close of business on the Record Date, you may vote your Shares at the Special Meeting. As of the Record Date, there were    Shares outstanding. Each stockholder of record has one vote for each Share held as of the Record Date. A list of our stockholders will be available for examination by any stockholder at our corporate headquarters, located at 600 Mayer Street, Bridgeville, Pennsylvania 15017, for a period of 10 days prior to the Special Meeting.

If, on the Record Date, your Shares were registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, then you are a “stockholder of record.” As a “stockholder of record,” you may vote at the Special Meeting or vote by proxy. Regardless of whether you plan to attend the Special Meeting virtually, we urge you to vote your Shares using one of the voting methods described in this proxy statement.

If, on the Record Date, your Shares were held in an account at a broker, bank, or other financial institution (we refer to each of those organizations collectively as a “broker”), then you are the “beneficial owner” of Shares held in “street name” and these proxy materials are being made available to you by that broker. The broker holding your account is considered the stockholder of record for purposes of voting at the Special Meeting. You have the right to direct your broker on how to vote the Shares in your account by following the instructions printed on the Voting Instruction Form received from the bank, broker or other institution holding your Shares.

Under the rules that govern brokers, your broker is not permitted to vote your Shares on your behalf on any matter to be considered at the Special Meeting unless you provide specific instructions to the broker as to how to vote. As a result, we encourage you to communicate your voting decisions to your broker before the date of the Special Meeting to ensure that your vote will be counted.

If your stock is held in “street name,” you will receive a notice, typically entitled “Voting Instruction Form” or something similar, either electronically or by mail from the bank, broker or other institution holding your Shares. This notice contains instructions regarding how to access the proxy materials and how to vote.

No. Your broker is permitted to vote your Shares on any proposal currently scheduled to be considered at the Special Meeting only if you instruct your broker how to vote. If you hold your Shares in “street name” and want a vote to be cast on your behalf for all proposals described in this proxy statement, you must submit your specific voting instructions to the bank, broker or other institution holding the stock on your behalf in response to the notice you receive from it. Without instructions, your Shares will not be voted on such proposals, which will have the same effect as if you voted “AGAINST” adoption of the Merger Agreement, but will have no effect on the Compensation Proposal or the Adjournment Proposal.

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Generally, a “broker non-vote” occurs when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a proposal because (i) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (ii) the broker lacks the authority to vote the shares at their discretion. Because brokers do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement, broker non-votes cannot occur with respect to any of these proposals to be considered at the Special Meeting. Accordingly, if your Shares are held in “street name,” your bank, broker, trust or other nominee will NOT be able to vote your Shares on any of these proposals, and your Shares will not be counted as present in determining the presence of a quorum, unless you have properly instructed your bank, broker, trust or other nominee on how to vote. Because the proposal to adopt the Merger Agreement requires the affirmative vote of Universal stockholders holding at least a majority of the outstanding Shares entitled to vote thereon at the Special Meeting, the failure to provide your bank, broker, trust or other nominee with voting instructions will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. Because the approval of each of the Compensation Proposal and the Adjournment Proposal requires the affirmative vote of the holders of a majority of the Shares present virtually or represented by proxy at the Special Meeting, and because your bank, broker, trust or other nominee does not have discretionary authority to vote on either proposal, the failure to provide your bank, broker, trust or other nominee with voting instructions will have no effect on the Compensation Proposal or the Adjournment Proposal.

If your Shares are registered in your name, you will need to provide your 16-digit control number included on your proxy card in order to be able to participate in the Special Meeting. If your Shares are not registered in your name (if, for instance, your Shares are held in “street name” for you by your broker, bank or other institution), you must follow the instructions printed on your Voting Instruction Form. In order to participate in the Special Meeting, please log on to www.virtualshareholdermeeting.com/USAP2025SM 15 minutes prior to the start of the Special Meeting to provide time to register and download the required software, if needed. If you access the Special Meeting but do not enter your control number, you will be able to listen to the proceedings, but you will not be able to vote or otherwise participate.

If you are a stockholder of record and provide your 16-digit control number when you access the Special Meeting, you may vote all Shares registered in your name on the Record Date during the Special Meeting webcast. If you are not a stockholder of record as to any of your Shares (i.e., instead of being registered in your name, all or a portion of your Shares are registered in “street name” and held by your broker, bank or other institution for your benefit), you must follow the instructions printed on your Voting Instruction Form.

The presence at the Special Meeting of the holders of a majority of the outstanding Shares as of the Record Date, virtually or by proxy, will constitute a quorum, permitting us to conduct our business at the Special Meeting. “Abstentions” will be counted as present at the Special Meeting for purposes of determining the existence of a quorum at the Special Meeting. If a quorum is not present, our bylaws permit the Chairman to adjourn the Special Meeting until a quorum is obtained.

As of the close of business on     , 2024, the Record Date for the Special Meeting, there were        Shares outstanding.

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Stockholders of record can vote by proxy or by attending the Special Meeting virtually and voting. The persons named as proxies on the proxy card were designated by the Board of Directors and are members of our management. If you vote by proxy, you can do so by submitting a proxy as described below.

If you are a stockholder of record, you may attend the Special Meeting virtually and vote via the Special Meeting website, www.virtualshareholdermeeting.com/USAP2025SM, where stockholders may vote and submit questions during the Special Meeting. Please have your 16-digit control number to join the Special Meeting. Instructions on how to attend and participate in the Special Meeting via the Internet are posted at www.proxyvote.com. Even if you plan to attend the Special Meeting virtually, we encourage you to submit a proxy in advance by Internet, telephone or mail so that your vote will be counted in the event you later decide not to attend the Special Meeting virtually. The method you use to vote will not limit your right to vote at the Special Meeting if you decide to attend the Special Meeting virtually. If you are the beneficial owner of Shares held in “street name,” you must obtain a legal proxy, executed in your favor by your broker, to be able to attend virtually and vote at the Special Meeting.

If you are the beneficial owner of Shares held in “street name,” please refer to the information forwarded by your broker to see which voting options are available to you and to see what steps you must follow if you choose to attend the Special Meeting virtually and vote your Shares.

YOUR VOTE IS VERY IMPORTANT. We encourage you to submit your proxy even if you plan to attend the Special Meeting virtually. If you properly give your proxy and submit it to us in time to vote at the Special Meeting, the individuals named as your proxy holders will vote your Shares as you have directed. Regardless of whether you plan to attend the Special Meeting virtually, and regardless of the number of Shares that you own, it is important that your Shares are represented at the Special Meeting virtually or by proxy.

Yes. You may revoke your proxy at any time before the vote is taken at the Special Meeting. If you are a stockholder of record, you may change your vote by (i) granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method); (ii) providing written notice of revocation to our Secretary at our corporate headquarters located at 600 Mayer Street, Bridgeville, PA 15017, by 11:59 p.m. Eastern Time on     , 2025; or (iii) participating in the Special Meeting virtually and voting at the Special Meeting. Attendance at the Special Meeting virtually will not cause your previously granted proxy to be revoked unless you vote at the Special Meeting or specifically so request. For Shares you hold beneficially in “street name,” you may change your vote by submitting new voting instructions to your broker, bank, trustee or nominee following the instructions they provided, or, if you have obtained a legal proxy from your broker, bank, trustee or nominee giving you the right to vote your Shares, by attending the Special Meeting virtually and voting at the Special Meeting.

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An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. However, abstentions are counted as Shares present or represented by proxy at the Special Meeting for purposes of determining whether a quorum is present at the Special Meeting. As a result, an abstention on any of the proposals to be submitted to stockholders at the Special Meeting will be counted for purposes of determining the presence or absence of a quorum.

Failure to vote your Shares (including a failure of your broker, bank or other nominee to vote Shares held on your behalf) will count as a vote “AGAINST” the proposal to adopt the Merger Agreement. If you are a stockholder of record and your Shares are present at the Special Meeting but are not voted on the Compensation Proposal or the Adjournment Proposal, or if you have given a proxy and abstained on such proposal, this will have the same effect as if you voted “AGAINST” approval of the Compensation Proposal or the Adjournment Proposal, as applicable. If you are a stockholder of record and fail to submit a proxy or to attend the Special Meeting virtually, the Shares of record held by you will not be counted in respect of, and will not have an effect on, the Compensation Proposal or the Adjournment Proposal. If you are a beneficial owner of Shares and fail to instruct your broker with respect to the Shares beneficially owned by you, the Shares beneficially owned by you will not be counted in respect of, and will not have an effect on, the Compensation Proposal or the Adjournment Proposal.

Because brokers, banks and other nominees do not have discretionary voting authority with respect to the proposal to adopt the Merger Agreement, the Compensation Proposal or the Adjournment Proposal, if a beneficial owner of Shares held in street name does not give voting instructions to the broker, bank or other nominee with respect to any of these proposals, then those Shares may not be voted on your behalf for any of these proposals, will not be deemed present or represented by proxy at the Special Meeting and will not be counted for purposes of determining whether a quorum is present at the Special Meeting. However, if a beneficial owner of Shares held in street name gives voting instructions to the broker, bank or other nominee with respect to at least one of these proposals, but gives no instruction as to one or more of the other proposals, then those Shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given and will not be voted with respect to any other proposal. Therefore, it is important that you instruct your broker, bank or other nominee on how you wish to vote your Shares.

You should carefully read and consider this entire proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement, along with all of the documents that we refer to in this proxy statement, as they contain important information about, among other things, the Transactions and how they affect you. Then sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope, or submit your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card), so that your Shares can be voted at the Special Meeting, unless you wish to seek appraisal pursuant to Section 262. If you hold your Shares in “street name,” please refer to the voting instruction form provided by your bank, broker or other nominee to vote your Shares.

The Record Date for the Special Meeting is earlier than the date of the Special Meeting and the date on which the Merger is expected to be completed. If you sell or transfer your Shares after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your Shares and each of you notifies Universal in writing of such special arrangements, you will transfer the right to receive the Merger Consideration, if the Merger is

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completed, to the person to whom you sell or transfer your Shares, but you will retain your right to vote those Shares at the Special Meeting. You will also lose the ability to exercise appraisal rights pursuant to Section 262 with respect to the transferred Shares. Even if you sell or otherwise transfer your Shares after the Record Date, we encourage you to sign, date and return the enclosed proxy card in the accompanying reply envelope or submit your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card).

Assuming that a quorum is present at the Special Meeting, the voting requirements to approve each of the proposals to be voted upon at the Special Meeting are as follows:

Merger Proposal: The affirmative vote of the holders of a majority of all outstanding Shares as of the Record Date is required to adopt the Merger Agreement.

If a quorum is present at the Special Meeting, the failure of any stockholder of record to: (i) submit a signed proxy card; (ii) grant a proxy over the Internet or by telephone (using the instructions provided in the enclosed proxy card); or (iii) vote virtually at the Special Meeting will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If you hold your Shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker or other nominee how to vote your Shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If a quorum is present at the Special Meeting, abstentions will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

Compensation Proposal: Approval of the Compensation Proposal requires the approval of the holders of a majority of the Shares present virtually or represented by proxy at the Special Meeting. The approval of the Compensation Proposal is advisory (non-binding) and is not a condition to the completion of the Merger.

Adjournment Proposal: Approval of the Adjournment Proposal requires the approval of the holders of a majority of the Shares present virtually or represented by proxy at the Special Meeting.

Upon completion of the Merger, subject to complying with the procedures described in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement–Exchange and Payment Procedures,” you will be entitled to receive the Merger Consideration for each Share that you own immediately prior to the Effective Time, unless you are entitled to and have properly exercised and not waived, withdrawn, failed to perfect or otherwise lost your appraisal rights under Section 262. For example, if you own 100 Shares, subject to complying with the aforesaid procedures, you will receive $4,500 in cash, less any applicable withholding taxes, in exchange for your Shares. You will not receive any shares of capital stock in the Surviving Corporation.

At the Effective Time:

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Each converted Executive PSU, except as otherwise provided in the Merger Agreement, will be subject to the same terms and conditions applicable to the Executive PSU under the 2017 Plan and the applicable award agreement evidencing such grant thereunder, as described below. Following the Merger, the vesting and delivery of a converted award will be accelerated upon an employer-initiated termination of employment other than in the event of the grantee’s Detrimental Conduct, except as otherwise required by applicable tax rules. Vesting will be based on target achievement or actual achievement of performance goals through the date of such termination, except that performance for the 2024 fiscal year will be calculated at maximum performance. Parent will cause the Surviving Corporation to make the payments described above through the Surviving Corporation’s payroll system on or as soon as reasonably practicable after the Effective Time, but in any event within five business days thereafter.

For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Merger Consideration—Treatment of Universal Options, RSU Awards and PSU Awards.”

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We are working toward completing the Merger as promptly as possible. In order to complete the Merger, Universal must obtain the Universal Stockholder Approval, and the other conditions to Closing under the Merger Agreement must be satisfied or waived, including but not limited to (i) the expiration or termination of any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any voluntary agreement with a governmental authority not to consummate the Merger and (ii) consents, approvals, non-disapprovals and other authorizations of governmental authorities under certain applicable regulatory laws must be obtained. Universal and Parent filed notification and report forms under the HSR Act with the DOJ and the FTC on November 13, 2024. Universal and Parent separately filed their respective portions of the DDTC Notification on November 6, 2024. Since the Merger is subject to a number of conditions, the exact timing of the Merger cannot be determined at this time. For more information, please see the section of this proxy captioned “The Merger—Regulatory Approvals Required for the Merger.”

If the Merger Agreement is not adopted by the stockholders or if the Merger is not completed for any other reason, stockholders will not be entitled to, nor will they receive, any payment for their Shares pursuant to the Merger Agreement. Instead, Universal will remain an independent public company, Shares will continue to be listed and traded on Nasdaq and registered under the Exchange Act, and we will continue to file periodic reports under the Exchange Act with the SEC. Under certain specified circumstances, Universal will be required to pay Parent the Universal Termination Fee following the termination of the Merger Agreement, as described in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Universal Termination Fee.”

Yes. Stockholders of record and beneficial owners of Shares who do not wish to accept the Merger Consideration are entitled to seek appraisal of their Shares under Section 262. Section 262 provides a procedure pursuant to which persons who (i) were stockholders of record or beneficial owners of Shares at the time of making a proper demand for appraisal of such stockholders’ or beneficial owners’ Shares before the vote is taken on the proposal to adopt the Merger Agreement, (ii) do not vote (whether in person or by proxy) in favor of the proposal to adopt the Merger Agreement, (iii) continue to hold such Shares through the Effective Time, (iv) perfect their rights to appraisal of their Shares in accordance with Section 262 and (v) do not thereafter withdraw their demand for appraisal or otherwise lose their appraisal rights, will represent the right to receive from the Surviving Corporation the “fair value” of their Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) as determined by the Delaware Court of Chancery, together with interest. These rights are known as “appraisal rights” and are discussed in more detail in the section of this proxy statement captioned “The Merger—Appraisal Rights”.

Stockholders of record and beneficial owners of Shares who are considering demanding appraisal of their Shares should recognize that the “fair value” of their Shares determined under Section 262 could be more than, the same as, or less than, the Merger Consideration. Strict compliance with the procedures set forth in Section 262 is required to properly exercise and perfect appraisal rights. Failure to comply timely and strictly with all of the procedures set forth in Section 262 may result in the failure to properly exercise and perfect appraisal rights or the withdrawal or loss of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, stockholders of record and beneficial owners of Shares wishing to exercise appraisal rights are urged to consult legal counsel before attempting to exercise such rights.

Section 262 requires that where a proposed merger is to be submitted for approval at a meeting of stockholders, the corporation must notify stockholders that appraisal rights will be available not less than 20 days before the meeting to vote on the merger. Such notice must include either a copy of Section 262 or information

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directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes notice of such appraisal rights pursuant to Section 262. The required copy of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Any discussion in this proxy statement of Section 262 is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to the full text of Section 262. For more information, please see the section of this proxy statement captioned “The Merger—Appraisal Rights.”

No. If you are a record holder of a certificate or certificates that represent Shares on the Record Date, a letter of transmittal will be mailed to you promptly, and in any event within two business days, after the Effective Time, describing, among other things, how you should surrender your stock certificate(s) for your Shares in exchange for payment of the Merger Consideration. Please do NOT return any stock certificate(s) with your proxy.

If your Shares are held in “street name” by your broker, bank or other nominee, you will receive instructions from your broker, bank or other nominee as to how to effect the surrender of your “street name” Shares in exchange for the Merger Consideration, and you will not be mailed, and do not need to complete, a letter of transmittal.

No. All holders of uncertificated Shares (i.e., holders whose Shares are held in book-entry form, including held in “street name” by your broker, bank or other nominee) will automatically receive the applicable Merger Consideration for their Shares shortly after the Merger is completed without any further action required on the part of such holder.

The Exchange Act and applicable SEC rules thereunder require Universal to seek an advisory (non-binding) vote with respect to certain payments that may be paid or become payable to certain of its named executive officers in connection with the Merger. As used in this proxy statement, our named executive officers are collectively referred to as the “Named Executive Officers.”

Approval of the Compensation Proposal is not a condition to the completion of the Merger. The stockholder vote with respect to the Compensation Proposal is an advisory vote and will not be binding on Universal. Therefore, if the Universal Stockholder Approval is obtained and the Merger is completed, the amounts payable under the Compensation Proposal will be payable to Universal’s Named Executive Officers in accordance with the terms and conditions of the applicable agreements, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the Compensation Proposal.

As of the date this proxy statement was made available to stockholders, we did not know of any matters to be raised at the Special Meeting other than the three proposals referred to in this proxy statement. However, if any other matters are presented for consideration at the Special Meeting, the persons named as proxy holders and

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acting thereunder will have discretion to vote on these matters according to their best judgment to the same extent as the person delivering the proxy would be entitled to vote.

The proxies being solicited hereby are being solicited by us, and the cost of soliciting proxies in the enclosed form will be borne by us. We have also retained Innisfree M&A Incorporated to aid in the solicitation. For these services, we will pay Innisfree M&A Incorporated a fee of approximately $25,000 and reimburse it for certain out-of-pocket disbursements and expenses. Our officers and other employees may, without compensation other than their regular compensation, solicit proxies by further mailings, personal conversations, telephone, facsimile or other electronic means. We will, upon request, reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of stock.

The SEC rules permit brokers to participate in a practice known as “householding,” which means that only one copy of the proxy materials will be sent to multiple stockholders who share the same address unless we have received contrary instructions from one or more of the stockholders. Householding is designed to reduce printing and postage costs, and results in cost savings for us. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. If you received a householding mailing and would like to have additional copies of this proxy statement mailed to you, or if you would like to opt out of this practice for future mailings, please contact your broker or submit your request to our Secretary at Universal Stainless & Alloy Products, Inc., 600 Mayer Street, Bridgeville, PA 15017, or by telephone at (412) 257-7600. Upon receipt of any such request, we agree to promptly deliver a copy of this proxy statement to you. In addition, if you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future proxy materials for your household, please contact us using the contact information set forth above.

We will announce preliminary voting results with respect to each proposal at the Special Meeting. In accordance with SEC rules, final voting results will be published in a Current Report on Form 8-K within four business days following the Special Meeting, unless final results are not known at that time, in which case preliminary voting results will be published within four business days of the Special Meeting and final voting results will be published once they are known by us.

If you have additional questions about this proxy statement or the Special Meeting, please contact Innisfree M&A Incorporated, our proxy solicitor, by telephone at (877) 750-8269 (stockholders) and (212) 750-5833 (banks and brokerage firms).

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FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. Forward-looking statements can be identified by words like “may,” “will,” “likely,” “should,” “expect,” “anticipate,” “future,” “plan,” “believe,” “intend,” “goal,” “seek,” “estimate,” “project,” “target,” “continue,” or variations of such words and similar expressions. These forward-looking statements are not guarantees of future performance and involve risks, assumptions, and uncertainties, including, but not limited to, risks related to the ability of the parties to consummate the Transactions in a timely manner or at all; the satisfaction or waiver of the conditions to the closing the Transactions, including the failure to obtain antitrust or other regulatory approvals and clearances or approval of Universal’s stockholders; potential delays in consummating the Transactions; the occurrence of any event, change or other circumstance or condition that could give rise to termination of the Merger Agreement; the possibility that competing offers or acquisition proposals for Universal will be made; Aperam’s ability to realize the anticipated benefits of the Transactions and integrate Universal’s business; the effect of the announcement or pendency of the Transactions on Universal’s and Aperam’s business relationships, operating results and business generally; significant transaction costs and unknown liabilities; and litigation or regulatory actions related to the Transactions. In addition, the risks to which Universal’s business is subject, including those risks set forth in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 29, 2024, and in Universal’s subsequent filings with the SEC, could adversely affect the Transactions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. The forward-looking statements included in this proxy statement are made only as of the date of this proxy statement, and except as otherwise required by federal securities law, Universal does not assume any obligation nor does it intend to publicly update or revise any forward-looking statements to reflect new information, changed circumstances or unanticipated events.

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THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.

Date, Time and Place

We will hold the Special Meeting on     , 2025, at    Eastern Time and any adjournment or postponement thereof solely by means of remote communications, which will be conducted via live audio webcast on the Internet. Stockholders of record, and beneficial owners of Shares holding a valid proxy from a stockholder of record, who register for the Special Meeting in advance will be able to participate in the Special Meeting, vote on the proposals described below, and submit questions during the Special Meeting via live webcast by visiting www.virtualshareholdermeeting.com/USAP2025SM. To participate in the Special Meeting, you must have your 16-digit control number that is shown on your proxy card. The Special Meeting is being held on a virtual-only basis.

Purpose of the Special Meeting

At the Special Meeting, we will ask the stockholders to vote on proposals to: (i) adopt the Merger Agreement; (ii) approve, on an advisory (non-binding) basis, the Compensation Proposal; and (iii) approve the Adjournment Proposal.

We do not expect that any matters other than the proposals set forth above will be brought before the Special Meeting, and only matters specified in the Notice of Special Meeting may be acted upon at the Special Meeting.

Our stockholders must approve the proposal to adopt the Merger Agreement in order for the Merger to be consummated. If our stockholders fail to approve the proposal to adopt the Merger Agreement, the Merger will not be consummated. A copy of the Merger Agreement is annexed as Annex A to this proxy statement, which we urge you to read carefully in its entirety.

Record Date; Shares Entitled to Vote; Quorum

Only stockholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of stockholders entitled to vote at the Special Meeting will be available for examination by any stockholder at our corporate headquarters located at Universal Stainless & Alloy Products, Inc., 600 Mayer Street, Bridgeville, PA 15017, during ordinary business hours for a period of 10 days before the Special Meeting.

The presence, in person or by proxy, of the holders of record of a majority of the outstanding Shares on the Record Date shall constitute a quorum for the transaction of business at the Special Meeting. Assuming the Special Meeting is held solely by means of remote communication, as it is currently scheduled to be, only Shares present virtually or represented by proxy at the Special Meeting will be counted in determining whether a quorum is present. As of the Record Date, there were      Shares outstanding and entitled to vote at the Special Meeting, meaning that      Shares must be represented virtually or by proxy at the Special Meeting to have a quorum. In the event that a quorum is not present at the Special Meeting, it is expected that the Special Meeting will be adjourned to solicit additional proxies to approve the proposal to adopt the Merger Agreement.

Vote Required; Abstentions and Failure to Vote

The affirmative vote of the holders of a majority of all outstanding Shares on the Record Date is required to adopt the Merger Agreement. As of the Record Date,      Shares constitute a majority of the outstanding Shares. Adoption of the Merger Agreement by the stockholders is a condition to the Closing.

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The approval of the holders of the majority of the Shares present virtually or represented by proxy at the Special Meeting is required to approve the Compensation Proposal, on an advisory (non-binding) basis, provided a quorum is present.

Approval of the Adjournment Proposal requires the approval of the holders of a majority of the Shares present virtually or represented by proxy at the Special Meeting.

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted “AGAINST” the proposal to adopt the Merger Agreement. However, abstentions are counted as Shares present or represented by proxy at the Special Meeting for the purposes of determining whether a quorum is present at the Special Meeting. As a result, an abstention on any of the proposals to be submitted to stockholders at the Special Meeting will be counted for purposes of determining the presence or absence of a quorum.

Failure to vote your Shares (including a failure of your broker, bank or other nominee to votes Shares held on your behalf) will count as a vote “AGAINST” the proposal to adopt the Merger Agreement. If you are a stockholder of record and your Shares are present at the Special Meeting but are not voted on the Compensation Proposal or the Adjournment Proposal, or if you have given a proxy and abstained on such proposal, this will have the same effect as if you voted “AGAINST” approval of the Compensation Proposal or the Adjournment Proposal, as applicable. If you are a stockholder of record and fail to submit a proxy or to attend the Special Meeting virtually, the Shares of record held by you will not be counted in respect of, and will not have an effect on, the Compensation Proposal or the Adjournment Proposal. If you are a beneficial owner of Shares and fail to instruct your broker with respect to the Shares beneficially owned by you, the Shares beneficially owned by you will not be counted in respect of, and will not have an effect on, the Compensation Proposal or the Adjournment Proposal.

Because brokers, banks and other nominees do not have discretionary voting authority with respect to the proposal to adopt the Merger Agreement, the Compensation Proposal or the Adjournment Proposal, if a beneficial owner of Shares held in street name does not give voting instructions to the broker, bank or other nominee with respect to any of these proposals, then those Shares may not be voted on your behalf for any of these proposals, will not be deemed present or represented by proxy at the Special Meeting and will not be counted for purposes of determining whether a quorum is present at the Special Meeting. However, if a beneficial owner of Shares held in street name gives voting instructions to the broker, bank or other nominee with respect to at least one of these proposals, but gives no instruction as to one or more of the other proposals, then those Shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given and will not be voted with respect to any other proposal.

Shares Held by Universal’s Directors and Executive Officers

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate,     Shares, representing approximately   % of the Shares outstanding on the Record Date.

Our directors and executive officers have informed us that they currently intend to vote all of their respective Shares (i) “FOR” the adoption of the Merger Agreement, (ii) “FOR” the approval, on an advisory (non-binding) basis, of the Compensation Proposal, and (iii) “FOR” the Adjournment Proposal.

Voting of Proxies

If, on the Record Date, your Shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you may cause your Shares to be voted by returning a signed and dated proxy

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card in the accompanying prepaid envelope, or you may vote virtually at the Special Meeting. Additionally, you may grant a proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy card or Internet and telephone proxies, the proxy holders will vote your Shares according to your directions.

If you plan to attend the Special Meeting and wish to vote virtually, you will need to enter the 16-digit control number found in your proxy materials. If you attend the Special Meeting and vote virtually, your vote will revoke any previously submitted proxy. If your Shares are registered directly in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting virtually.

Voting instructions are included on your proxy card. All Shares represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted:

“FOR” the adoption of the Merger Agreement;

“FOR” the approval, on an advisory (non-binding) basis, of the Compensation Proposal; and

“FOR” the Adjournment Proposal.

If, on the Record Date, your Shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or obtaining a “legal proxy” from your bank, broker or other nominee and attending the Special Meeting and voting virtually. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return the voting form provided by your bank, broker or other nominee, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not obtain a “legal proxy” from your bank, broker or other nominee and attend the Special Meeting and vote virtually, it will have the same effect as if you voted “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on the Compensation Proposal or the Adjournment Proposal.

Revocability of Proxies

If you are a stockholder of record entitled to vote at the Special Meeting, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

If you have submitted a proxy, your virtual appearance at the Special Meeting will not have the effect of revoking your prior proxy; provided that you do not vote virtually or submit an additional proxy or revocation, which, in each case, will have the effect of revoking your prior proxy.

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If you hold your Shares in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also attend the Special Meeting and vote virtually if you obtain a “legal proxy” from your bank, broker or other nominee.

Adjournments and Postponements

Although it is not currently expected, the Special Meeting may be adjourned or postponed to a later date or dates, including for the purpose of soliciting additional proxies, if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement or if a quorum is not present at the Special Meeting. Other than an announcement to be made at the Special Meeting of the time and place or means of remote communications by which stockholders and proxy holders may be deemed to be present in person and vote, as the case may be, of an adjourned meeting, an adjournment generally may not be made without notice. Any adjournment or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow the stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned or postponed.

Board of Directors’ Recommendation

The Board of Directors, after considering various factors described under the caption, “The Merger— Recommendation of the Board of Directors and Reasons for the Merger,” has unanimously: (i) determined that the Merger Agreement, the Merger and the other Transactions to be consummated by Universal are advisable and fair to, and in the best interests of, Universal and its stockholders, (ii) duly authorized and approved the execution, delivery and performance by Universal of the Merger Agreement and the consummation by Universal of the Transactions to be consummated by Universal, including the Merger, (iii) resolved to, subject to certain circumstances set forth in the Merger Agreement, recommend adoption of the Merger Agreement by the stockholders of Universal, and (iv) directed that the adoption of the Merger Agreement be submitted to a vote of the stockholders of Universal. For more information, please see the section of this proxy statement captioned “The Merger—Interests of Universal’s Directors and Executive Officers in the Merger.”

Accordingly, the Board of Directors unanimously recommends, on behalf of Universal, that you vote: (i) “FOR” the adoption of the Merger Agreement; (ii) “FOR” the approval, on an advisory (non-binding) basis, of the Compensation Proposal; and (iii) “FOR” the Adjournment Proposal.

Solicitation of Proxies

The expense of soliciting proxies will be borne by Universal. Universal has retained Innisfree M&A Incorporated, a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $25,000 plus expenses. Universal will also indemnify Innisfree M&A Incorporated against certain losses arising out of its provisions of these services on our behalf. In addition, Universal may reimburse banks, brokers and other nominees representing beneficial owners of Shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

Anticipated Date of Completion of the Merger

We are working toward completing the Merger as promptly as possible. In order to complete the Merger, Universal must obtain the Universal Stockholder Approval, and the other closing conditions under the Merger Agreement must be satisfied or waived, including but not limited to (i) the expiration or termination of any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any voluntary agreement with the DOJ or FTC not to consummate the Transactions and (ii) consents, approvals, non-disapprovals and other authorizations of governmental authorities under certain applicable regulatory laws

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must be obtained. Universal and Parent filed notification and report forms under the HSR Act with the DOJ and the FTC on November 13, 2024. Universal and Parent separately filed their respective portions of the DDTC Notification on November 6, 2024. Since the Merger is subject to a number of conditions, the exact timing of the Merger cannot be determined at this time. For more information, please see the section of this proxy captioned “The Merger—Regulatory Approvals Required for the Merger.”

Delisting and Deregistration of Universal Common Stock

If the Merger is completed, the Shares will be delisted from Nasdaq and deregistered under the Exchange Act, and Shares will no longer be publicly traded. As such, Universal will no longer file periodic reports under the Exchange Act with the SEC on account of Universal’s common stock.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on     , 2025

The proxy statement is available on the investor relations section of our website at https://investors.univstainless.com/.

Questions and Additional Information

If you have any questions concerning the Merger Agreement, the Merger or the other Transactions, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your Shares, please contact our proxy solicitor:

INNISFREE M&A INCORPORATED

501 Madison Avenue, 20th Floor

New York, New York 10022

Shareholders may call toll-free: (877) 750-8269

Banks and brokers may call collect: (212) 750-5833

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THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the full text of the Merger Agreement, which is annexed to this proxy statement as Annex A and incorporated into this proxy statement by reference. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this proxy statement contains important information about the Merger and how it affects you.

Parties Involved in the Merger

Universal Stainless & Alloy Products, Inc.

Universal Stainless & Alloy Products, Inc., was incorporated in the State of Delaware in June 1994 under the name TEK Corp. On July 29, 1994, Universal Stainless & Alloy Products, Inc., a Pennsylvania corporation, merged with and into TEK Corp. pursuant to an Agreement and Plan of Merger, dated July 28, 1994, with TEK Corp. being the surviving corporation in the merger. On October 14, 1994, TEK Corp. changed its name to Universal Stainless & Alloy Products, Inc. Universal manufactures and markets semi-finished and finished specialty steel products, including stainless steel, nickel alloys, tool steel and certain other premium alloyed steels. Universal’s manufacturing process involves melting, remelting, heat treating, hot and cold rolling, forging, machining and cold drawing of semi-finished and finished specialty steels. Universal’s products are sold to service centers, forgers, rerollers and original equipment manufacturers. Universal’s customers further process our products for use in a variety of industries, including aerospace, power generation, oil and gas, heavy equipment and general industrial markets.

Universal’s principal executive offices are located at 600 Mayer Street, Bridgeville, Pennsylvania 15017 and our telephone number is (412) 257-7600. Universal’s common stock is listed on Nasdaq under the symbol “USAP.”

Aperam US Holdco LLC

Parent is a Delaware limited liability company formed on September 27, 2024, solely for the purpose of engaging in the Transactions, including the Merger. Parent has not engaged in any business activities other than in connection with the Transactions and activities incident to its formation.

Parent is a wholly owned subsidiary of Aperam S.A. (“Aperam”). Parent’s principal executive offices are located at 7077 18-1/2 Mile Road, Sterling Heights, Michigan 48314, and its telephone number is + 352 27 36 27 117.

Aperam US Absolute LLC

Merger Sub is a Delaware limited liability company and a wholly owned subsidiary of Parent and was formed on September 27, 2024, solely for the purpose of engaging in the Transactions, including the Merger. Merger Sub has not engaged in any business activities other than in connection with the Transactions and activities incident to its formation. Upon the completion of the Merger, the separate existence of Merger Sub will cease and Universal will continue as the surviving company and a wholly owned subsidiary of Parent.

Merger Sub’s principal executive offices are located at 7077 18-1/2 Mile Road, Sterling Heights, Michigan 48314, and its telephone number is + 352 27 36 27 117.

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Aperam S.A.

Aperam is a global player in stainless, electrical and specialty steel and recycling, with customers in over 40 countries. Concurrently with the execution of the Merger Agreement, Aperam executed and delivered a guarantee in favor of Universal (the “Guarantee”), pursuant to which Aperam agreed to unconditionally and irrevocably guarantee any and all payment obligations of Parent and Merger Sub under the Merger Agreement, in each case subject to the terms and conditions set forth in the Merger Agreement and the Guarantee. For more information, see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Guarantee.” The full text of the Guarantee is annexed to this proxy statement as Annex B and incorporated into this proxy statement by reference.

Aperam S.A., société anonyme, is registered with the Luxembourg Register of Commerce and Companies under the number B 155908. Its registered office is at 24-26, Boulevard d’Avranches, L-1160 Luxembourg, Grand Duchy of Luxembourg, and its telephone number is + 352 27 36 27 117. Aperam’s shares are listed on the Luxembourg and Euronext exchanges under the symbol “APAM.”

Effect of the Merger

Upon the terms and subject to the conditions of the Merger Agreement, including, without limitation, receipt of the Universal Stockholder Approval, Merger Sub will be merged with and into Universal, with the separate corporate existence of Merger Sub thereupon ceasing and Universal continuing as the Surviving Corporation of the Merger and a wholly owned subsidiary of Parent. As a result of the Merger, Universal’s common stock will no longer be publicly traded, and will be delisted from Nasdaq. In addition, the Shares will be deregistered under the Exchange Act, and Universal will no longer file periodic reports under the Exchange Act with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or such later date and time as is agreed upon by Parent and Universal and set forth in the certificate of merger filed with the Secretary of State of the State of Delaware).

Effect on Universal if the Merger is Not Completed

If the Merger Agreement is not adopted by the stockholders, or if the Merger is not completed for any other reason:

For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Universal Termination Fee.”

Merger Consideration

At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares, will be cancelled and converted automatically into the right to receive the Merger Consideration.

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At or prior to the Effective Time, Parent will deposit, or cause to be deposited, with the Paying Agent (as defined in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Exchange and Payment Procedures”), for the benefit of the holders of Shares (other than Excluded Shares), cash in an amount sufficient to pay the aggregate Merger Consideration required to be paid in respect of Shares under the Merger Agreement. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Exchange and Payment Procedures.”

After the Merger is completed, you will have the right to receive the Merger Consideration in respect of each Share that you own, but you will no longer have any rights as a stockholder. Stockholders of record and beneficial owners of Shares who do not wish to accept the Merger Consideration are entitled to seek appraisal of their Shares under Section 262. Section 262 provides a procedure pursuant to which persons who (i) were stockholders of record or beneficial owners of Shares at the time of making a proper demand for appraisal of such stockholders’ or beneficial owners’ Shares before the vote is taken on the proposal to adopt the Merger Agreement, (ii) do not vote (whether in person or by proxy) in favor of the proposal to adopt the Merger Agreement, (iii) continue to hold such Shares through the Effective Time, (iv) perfect their rights to appraisal of their Shares in accordance with Section 262 and (v) do not thereafter withdraw their demand for appraisal or otherwise lose their appraisal rights, will represent the right to receive from the Surviving Corporation the “fair value” of their Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) as determined by the Delaware Court of Chancery, together with interest. The “fair value” of their Shares, as so determined by the Delaware Court of Chancery, may be more or less than, or the same as, the Merger Consideration that you are otherwise entitled to receive under the Merger Agreement. For more information, please see the section of this proxy statement captioned “The Merger—Appraisal Rights.”

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. The following chronology does not purport to be a complete description of every conversation of, or among, Universal, Aperam, the representatives of Universal and Aperam, and other parties.

The Board of Directors, with the assistance of Universal’s senior management and advisors, regularly reviews Universal’s business, operations, financial performance and strategic direction for the purpose of enhancing stockholder value. As part of this ongoing review, the Board of Directors considers Universal’s long-term strategies and plans, changes in the industry and markets in which Universal operates, economic and other market conditions, execution opportunities and risks, potential strategic alternatives, including business combinations, acquisitions, divestitures, partnerships and collaboration opportunities, and financial alternatives in light of developments in Universal’s business. In connection with this ongoing review process, in September 2019, the Board of Directors engaged TD Cowen (formerly Cowen and Company, LLC) to act as Universal’s financial advisor in connection with a possible transaction involving the possible sale of, or other business combination involving, Universal. TD Cowen was engaged for this purpose because TD Cowen is a nationally recognized investment banking firm and because, as part of its investment banking business, TD Cowen is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. In connection with this engagement, since September 2019, Universal consulted with TD Cowen from time to time at the request of Universal’s management and Board of Directors.

In connection with Universal’s ongoing review process, at a meeting of the Board of Directors held on April 9, 2024 at which representatives of K&L Gates LLP, counsel to Universal (“K&L Gates”), were present, the Board of Directors discussed again exploring potential strategic alternatives that may be in the best interest of Universal’s stockholders, including a potential sale of Universal or remaining an independent company. At this meeting, K&L Gates reviewed with the Board of Directors its fiduciary duties in connection with a review of strategic alternatives, including a potential sale of Universal. Following discussion, the Board of Directors

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directed management of Universal to again explore, with the assistance of TD Cowen, potential strategic alternatives.

In accordance with the Board of Directors’ direction, between April 2024 and May 2024, Universal’s management, with the assistance of TD Cowen, prepared marketing materials and identified parties that potentially could be interested in a strategic transaction involving Universal. In April 2024 and May 2024, the Board of Directors reviewed strategic options with Universal’s management and directed Christopher Zimmer, Universal’s President and Chief Executive Officer, and Dennis Oates, Universal’s Chairman of the Board of Directors, to meet with selected potential strategic partners to discuss potential ways to create value. In accordance with the Board of Directors’ direction, in late April and early May 2024, Mr. Oates and Mr. Zimmer contacted seven selected potential strategic partners to gauge interest in a discussion and subsequently, Universal entered into confidentiality agreements with five such parties. One such party contacted by Universal, referred to herein as “Party A,” did not enter into a confidentiality agreement, but was not provided with or given access to any non-public information of Universal. The seventh party contacted by Universal did not express interest in participating in a discussion. Subsequently, Mr. Zimmer and Mr. Oates held in-person meetings between May 13, 2024 and June 12, 2024 with Party A and the five parties who entered into confidentiality agreements (referred to herein as “Party B,” “Party C,” “Party D,” “Party E,” and Aperam).

Beginning from May 28, 2024, in accordance with the Board of Directors’ direction, TD Cowen contacted 59 potentially interested parties (including Party A, Party B, Party C, Party D, Party E and Aperam, which contacts were in addition to the in-person meetings that Mr. Zimmer and Mr. Oates held with Party A, Party B, Party C, Party D, Party E and Aperam), of which 21 did not proceed with executing a confidentiality agreement. The remaining 38 potentially interested parties (including, as noted above, Party A, Party B, Party C, Party D, Party E and Aperam) entered into confidentiality agreements with Universal, each of which included customary non-disclosure and non-use provisions and customary standstill provisions that prohibited the parties (for an agreed upon period) from taking certain actions with respect to Universal without the prior consent of Universal.

Thereafter, discussions were held, and due diligence efforts were facilitated, with these 38 parties with respect to a potential strategic transaction involving Universal, including by providing Universal’s confidential information presentation and access to supplementary due diligence materials. Between June 14, 2024 and June 28, 2024, at the direction of the Board of Directors, members of Universal’s management, including Mr. Zimmer and Steven DiTommaso, Universal’s Vice President and Chief Financial Officer, met with three of these 38 potentially interested parties (Party D, Aperam, and a party referred to herein as “Party F”) to discuss a potential strategic transaction with Universal. Party D and Aperam visited Universal’s facilities between June 14, 2024 and the week of July 8, 2024. Representatives of TD Cowen also were present at these meetings.

Of the 38 potentially interested parties that entered into confidentiality agreements, one declined to participate further in the strategic process after receiving Universal’s confidential information presentation and supplementary due diligence materials. On June 18, 2024, the Board of Directors, at a meeting at which members of Universal’s management and representatives of TD Cowen and K&L Gates were present, discussed, among other things, finalizing a strategic process letter to be circulated to the 37 remaining potentially interested parties that entered into confidentiality agreements and inviting each such party to submit written indications of interest to Universal by July 16, 2024. Following this discussion, the Board of Directors instructed TD Cowen to send the strategic process letter to those 37 parties. During the weeks of June 24, 2024 and July 1, 2024, consistent with the Board of Directors’ direction, Universal’s strategic process letter was distributed to those 37 parties.

Following the initial strategic process letter distribution to the 37 potentially interested parties, on July 10, 2024, TD Cowen received an inbound request to participate in the process from another potentially interested party, “Party G” (which had not been among the initial 59 potentially interested parties contacted, thereby increasing the total outreach to 60 parties; Party G was not among the initial 59 parties contacted because Universal perceived Party G as lacking a strategic fit with Universal), bringing the total remaining potentially interested parties to 38. Party G signed a confidentiality agreement in substantially the same form as the

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confidentiality agreement signed by the other 37 potentially interested parties, but did not receive a strategic process letter given Party G’s late entry into the strategic process.

On July 11, 2024, at a meeting of the Board of Directors at which members of Universal’s management and representatives of TD Cowen and K&L Gates were present, Mr. Zimmer and TD Cowen provided an update to the Board of Directors regarding the strategic process. Of the 38 potentially interested parties that entered into confidentiality agreements, 33 declined to participate further in the strategic process after receiving the strategic process letter given, among other reasons, transaction timeline, valuation expectations based on the market price of Universal’s common stock, the potential transaction size, a lack of strategic fit, competing investment priorities and/or potential inability to obtain a meaningful margin uplift beyond the Forecasts.

On July 16, 2024 (the deadline under the strategic process letter for the submission of written indications of interest to Universal), Party D submitted an initial non-binding indication of interest to acquire all of the outstanding shares of Universal’s common stock for $32.50 per Share, consisting of a mix of 75% cash consideration and 25% stock consideration. Also on July 16, 2024, Aperam submitted an initial non-binding indication of interest to acquire all of the outstanding shares of Universal’s common stock for $40.00 per Share, consisting entirely of cash consideration.

On July 18, 2024, members of Universal’s management team, including Mr. Zimmer and Mr. DiTommaso, met with Party G to discuss a potential strategic transaction with Universal. Representatives of TD Cowen also attended this meeting.

Also on July 18, 2024, the Board of Directors held a meeting at which members of management of Universal and representatives of TD Cowen and K&L Gates were present. At this meeting, TD Cowen provided an update to the Board of Directors regarding the outreach to potentially interested parties, the initial due diligence conducted by and discussions with such parties, the submissions of initial indications of interest by Party D and Aperam and the status of discussions with the remaining three potentially interested parties (Party E, Party G, and “Party H,” which had been among the initial 59 potentially interested parties contacted) that had not yet submitted indications of interest but expressed continued interest in a potential strategic transaction. TD Cowen also provided the Board of Directors with an overview of the financial terms of the initial indications of interest submitted by Party D and Aperam. Following discussion, the Board of Directors instructed TD Cowen to send a final strategic process letter to Party D and Aperam and to continue to solicit interest from the three other potentially interested parties (Party E, Party G and Party H). Ultimately, Party E, Party G, and Party H did not submit an initial indication of interest given transaction timeline (Party E), lack of a strong strategic fit (Party G) and inability to meet valuation expectations based on the market price of Universal’s common stock (Party H).

On July 26, 2024, Aperam visited the North Jackson facility for a general site visit and due diligence session.

During the week of July 29, 2024, representatives of Aperam attended a virtual management presentation, and during the week of August 5, 2024, were provided access to a virtual data room (the “Data Room”) containing detailed, non-public due diligence information relating to Universal. During the week of August 12, 2024, representatives of Party D attended an in-person management presentation and were provided access to the Data Room following the meeting.

On August 2, 2024, at a meeting of the Board of Directors at which members of Universal’s management and representatives of TD Cowen and K&L Gates were present, Mr. Zimmer and TD Cowen provided an update to the Board of Directors regarding the strategic process.

On August 11, 2024, an auction draft of a merger agreement prepared by K&L Gates at the direction of Universal management was provided to the Board of Directors for review. The auction draft of the Merger

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Agreement included, among other things, a proposed Universal termination fee of 2.5% of fully-diluted equity value (“Equity Value”) payable in certain circumstances customary for transactions similar to the Merger, an agreement of the counterparty to take all necessary actions to obtain the required antitrust approvals and clearances, including to divest, license or dispose of any assets, properties or businesses of the counterparty, Universal or their respective subsidiaries and to defend through litigation the merits of any claim or order that would restrain, prevent or delay the consummation of the transactions contemplated by the merger agreement (the “Hell-or-High-Water Obligation”), representations, warranties and covenants of the counterparty with respect to the debt financing for such transactions (the “Financing Obligations”), and a customary closing condition with respect to the expiration of any waiting period (or extension thereof) applicable to the consummation of such transactions under the HSR Act (the “HSR Condition”).

On August 13, 2024, the Board of Directors held a meeting at which members of management of Universal and representatives of TD Cowen and K&L Gates were present. Representatives of K&L Gates reviewed with the Board of Directors certain key legal considerations in connection with a potential strategic transaction and TD Cowen discussed the strategic process.

On August 16, 2024, the auction draft merger agreement was made available to the remaining potentially interested parties (Aperam and Party D) in the Data Room.

Between August 20, 2024 and August 28, 2024, Party D and Aperam conducted additional due diligence, including site visits related to industrial and environmental health and safety (“EH&S”) reviews. From August 20, 2024 to August 23, 2024, Aperam conducted EH&S reviews at all four of Universal’s facilities in Bridgeville, Titusville, North Jackson and Dunkirk. From August 26, 2024 to August 28, 2024, Party D conducted EH&S reviews at the Bridgeville, Titusville, and North Jackson facilities. From August 27, 2024 to August 28, 2024, Aperam conducted industrial reviews at the North Jackson, Dunkirk, and Titusville facilities.

On August 22, 2024, at a meeting of the Board of Directors at which members of Universal’s management and representatives of TD Cowen and K&L Gates were present, TD Cowen provided an update to the Board of Directors regarding the strategic process, and representatives of K&L Gates updated the Board of Directors regarding potential engagement with legal advisors to Party D and Aperam regarding the auction draft merger agreement and regulatory approvals that may be required in connection with a potential strategic transaction.

On August 23, 2024, in accordance with the direction of the Board of Directors, Universal’s final strategic process letter was provided to Party D and Aperam (the only two remaining potentially interested parties), which specified September 10, 2024 as the deadline for final proposals, and, on August 25, 2024, a draft clean team agreement was provided to representatives of Linklaters LLP, counsel to Aperam (“Linklaters”), and to representatives of Party D.

On August 26, 2024, representatives of Linklaters delivered a revised draft clean team agreement to representatives of K&L Gates. On August 28, 2024, representatives of Linklaters and K&L Gates executed the clean team agreement on behalf of Aperam and Universal, respectively.

On August 29, 2024, at a meeting of the Board of Directors at which members of Universal’s management and representatives of TD Cowen and K&L Gates were present, Mr. Zimmer and TD Cowen provided an update to the Board of Directors regarding the strategic process, including the level of due diligence being conducted by Party D and Aperam.

On September 4, 2024, representatives of K&L Gates and Linklaters held a videoconference to discuss potential regulatory approvals that may be required in connection with a potential transaction between Universal and Aperam.

On September 5, 2024, at a meeting of the Board of Directors at which members of Universal’s management and representatives of TD Cowen and K&L Gates were present, TD Cowen provided an update to

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the Board of Directors regarding the strategic process, including the status of ongoing due diligence inquiries from Aperam, and feedback from Party D’s financial advisor that valuation expectations based on the market price of Universal’s common stock may negatively impact Party D’s ability to continue to participate in the strategic process.

On September 8, 2024, Party D provided feedback to TD Cowen that, although Party D believed there was strategic value in a potential combination with Universal, Party D would have difficulty meeting valuation expectations based on the market price of Universal’s common stock, but that Party D would continue its internal discussions regarding a potential combination.

On September 10, 2024 (the deadline for final proposals), Aperam submitted a non-binding proposal accompanied by a markup of the auction draft merger agreement and a proposed exclusivity agreement (the “September 10 Proposal”). In the September 10 Proposal, Aperam proposed to acquire all of the outstanding shares of Universal’s common stock for $42.00 per Share, consisting entirely of cash consideration. Aperam’s markup of the auction draft merger agreement, among other things, proposed a Universal termination fee equal to 4% of Equity Value, replaced the Financing Obligations with a representation and warranty by Parent and Merger Sub that Parent and Merger Sub would have sufficient funds to perform their obligations under the Merger Agreement and to consummate the Transactions (the “Sufficient Funds Representation”), added to the closing conditions (in addition to the HSR Condition) the receipt of CFIUS Clearance and the passing of 60 days following submission of the DDTC Notification or receipt of confirmation of DDTC’s completion of its review of the Transactions (the “Additional Regulatory Conditions”), added covenants of Parent and Universal with respect to obtaining CFIUS Clearance (the “CFIUS Obligations”), and provided in the CFIUS Obligations that neither Parent nor Universal would be permitted, without the consent of the other party, to take or agree to any action, condition or restriction to obtain CFIUS Clearance that would, or would reasonably be expected to, result in a Burdensome Condition (the “Burdensome Condition Limitation”).

Later on September 10, 2024, the Board of Directors held a meeting at which members of management of Universal and representatives of TD Cowen and K&L Gates were present to discuss the September 10 Proposal. The Board of Directors instructed TD Cowen to engage in further discussions with Party D regarding the potential for Party D to submit a final proposal. Following that meeting and in accordance with the Board of Directors’ instructions, TD Cowen contacted Party D, but did not receive a response.

Between September 11, 2024 and September 13, 2024, the Board of Directors held multiple meetings at which members of management of Universal and representatives of TD Cowen and K&L Gates were present to discuss the September 10 Proposal, subsequent communications between TD Cowen and Aperam’s financial advisor, Jefferies LLC (“Jefferies”), and between Mr. Oates and Timoteo Di Maulo, Aperam’s Chief Executive Officer, including valuation and outstanding due diligence items. Following a meeting held on September 13, 2024, the Board of Directors authorized management of Universal to proceed to negotiate with Aperam the form of an exclusivity agreement submitted as part of the September 10 Proposal, but did not authorize management to proceed with executing an exclusivity agreement with Aperam.

On September 14, 2024, representatives of K&L Gates and Linklaters held a videoconference to discuss certain key provisions of the markup of the auction draft merger agreement submitted as a part of the September 10 Proposal. Also on September 14, 2024, representatives of K&L Gates delivered to Linklaters a markup of the proposed form of exclusivity agreement submitted as part of the September 10, 2024 Proposal, noting that Universal’s willingness to enter into an exclusivity arrangement was subject to ongoing negotiation, including receipt of a revised proposal from Aperam, and was further subject to approval of the Board of Directors. The markup did not identify a particular exclusivity period.

Later on September 14, 2024, the Board of Directors held a meeting at which members of management of Universal and representatives of TD Cowen and K&L Gates were present. Representatives of K&L Gates

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provided an update on the videoconference with Linklaters held earlier that day, the negotiation of the form of exclusivity agreement with Aperam, and Universal’s responses to Aperam’s outstanding due diligence inquiries.

On September 15, 2024, the Board of Directors held a meeting at which members of management of Universal and representatives of TD Cowen and K&L Gates were present. TD Cowen provided an update on the discussions held with Jefferies, including regarding open due diligence items, the negotiation of the form of exclusivity agreement with Aperam, and timing of receipt of a revised proposal from Aperam.

Later on September 15, 2024, representatives of Linklaters and K&L Gates continued and concluded negotiation of the form of exclusivity agreement, which remained subject to Universal’s receipt of a revised proposal from Aperam and was further subject to approval of the Board of Directors. The negotiated form of exclusivity agreement did not identify a particular exclusivity period.

On September 16, 2024, the Board of Directors held a meeting at which members of management of Universal and representatives of TD Cowen and K&L Gates were present. Mr. Oates provided an update on his discussions with Mr. Di Maulo, including open due diligence items, exclusivity negotiations, and the timing and anticipated terms of Aperam’s revised proposal, which was anticipated to reflect a purchase price of $43.00 per Share, consisting entirely of cash consideration. TD Cowen reviewed with the Board of Directors preliminary financial information regarding Aperam’s potential $43.00 per Share proposal.

On September 17, 2024, Aperam submitted a revised non-binding proposal accompanied by a markup of the auction draft merger agreement and the proposed exclusivity agreement (the “September 17 Revised Proposal”). In the September 17 Revised Proposal, Aperam proposed to acquire all of the outstanding shares of Universal’s common stock for $43.00 per Share, consisting entirely of cash consideration. The markup of the auction draft merger agreement (which did not reference the proposed purchase price per Share) was the same markup that had been submitted as part of the September 10 Proposal and the proposed exclusivity agreement was in the form previously negotiated between Linklaters and K&L Gates and provided that Universal would negotiate solely and exclusively with Aperam with respect to a potential strategic transaction until the earlier of 5:00 p.m., Eastern Time, on October 2, 2024 or the mutual consent of the parties to terminate discussions.

Later on September 17, 2024, the Board of Directors held a meeting at which members of management of Universal and representatives of TD Cowen and K&L Gates were present to discuss the September 17 Revised Proposal. TD Cowen reviewed with the Board of Directors updated preliminary financial information regarding Aperam’s proposed $43.00 per Share proposal. Mr. Zimmer provided an update on his discussions with Mr. Di Maulo. The Board of Directors engaged in a robust discussion of the September 17 Revised Proposal, the alternative of Universal remaining an independent company, and the process conducted by Universal with respect to its evaluation of strategic alternatives. Following the discussion, the Board of Directors authorized management of Universal to proceed with executing an exclusivity agreement with Aperam in the form previously negotiated with an exclusivity period through September 27, 2024, and to negotiate a definitive merger agreement with Aperam.

On September 19, 2024, Aperam and Universal executed an exclusivity agreement pursuant to which Universal agreed to negotiate exclusively with Aperam with respect to a potential strategic transaction until the earlier of 5:00 p.m., Eastern Time, on September 27, 2024 or the mutual consent of the parties to terminate discussions (the “Exclusivity Period”).

On September 20, 2024, representatives of K&L Gates delivered a revised draft of the Merger Agreement to Linklaters which, among other things, proposed a Universal termination fee equal to 2.5% of Equity Value, modified the Sufficient Funds Representation to provide that Parent and Merger Sub would have available to them at both the signing of the Merger Agreement and at closing of the transactions contemplated by the Merger Agreement sufficient funds to pay the Required Payment Amount (the “Revised Sufficient Funds Representation”), and identified the Additional Regulatory Conditions, the CFIUS Obligations and the Burdensome Condition Limitation as subject to ongoing analysis.

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On September 23, 2024, representatives of Linklaters and K&L Gates held a videoconference to discuss open items in K&L Gates’ September 20, 2024 revised draft of the Merger Agreement. This discussion addressed, among other things, the parties’ views related to the Universal termination fee, the Sufficient Funds Representation, the Additional Regulatory Conditions, the CFIUS Obligations, and the Burdensome Condition Limitation.

From September 19, 2024 through September 25, 2024, the Board of Directors held four separate meetings at which members of management of Universal and representatives of TD Cowen and K&L Gates were present to discuss the status of the negotiations of the draft Merger Agreement, including with respect to the Universal termination fee, the Additional Regulatory Conditions, the CFIUS Obligations, the Conditional CFIUS Obligations, and the treatment of employee equity awards in the Merger, among other open items.

On September 25, 2024, representatives of Linklaters delivered a revised draft of the Merger Agreement to K&L Gates which, among other things, expanded the Burdensome Condition Limitation to apply to clearance under any other regulatory law, proposed a Universal termination fee equal to 3.5% of Equity Value, revised the Sufficient Funds Representation to only apply at the closing of the Merger and not at the signing of the Merger Agreement, qualified the Hell-or-High-Water Obligation to provide that (x) Parent would not be required to take or agree to take any action that would, in its reasonable good faith judgment, be reasonably likely to give rise to a Burdensome Condition and (y) Parent would not be required to consent or agree to any divestiture of assets or a business of Parent or its affiliates (the “Hell-or-High-Water Qualification”), added a springing closing condition triggered by an inquiry letter or questions from, or the commencement of a merger investigation by, the CMA that would require obtaining confirmation in writing from the CMA that the CMA has no further questions in respect of the Merger or, if it opens an investigation, that the CMA has concluded that the Merger is not subject to a reference under Section 33 of the Enterprise Act 2002 (the “CMA Confirmation Condition”), modified the CFIUS Obligations to be conditioned on preliminary consultations with CFIUS regarding the Transactions and Parent’s determination that CFIUS Clearance is necessary or desirable (the “Conditional CFIUS Obligations”), and added as a closing condition the repayment of Universal’s outstanding indebtedness (the “Debt Condition”).

On September 26, 2024, K&L Gates provided to the Board of Directors a summary of key open items in the draft Merger Agreement received from Linklaters on September 25, 2024. At a meeting of the Board of Directors later on September 26, 2024, K&L Gates reviewed these items with the Board of Directors. Following discussion, the Board of Directors directed members of Universal’s management and representatives of K&L Gates and TD Cowen to engage in an “all parties” discussion of the key open items reflected in the draft Merger Agreement received from Linklaters. In addition, Mr. Oates and Mr. Zimmer provided an update on their conversations with representatives of Aperam regarding a proposal received from Aperam on September 25, 2024 with respect to the treatment of employee equity awards in the Merger.

On September 27, 2024, members of management of Universal, including Mr. Oates, Mr. Zimmer, and John J. Arminas, Vice President, General Counsel and Corporate Secretary, members of the management of Aperam, including Mr. Di Maulo, Sudhakar Sivaji, Chief Financial Officer, and Delphine Feraud Valendru, General Counsel, and representatives of Linklaters, K&L Gates, TD Cowen and Jefferies held a telephone conference to negotiate certain key open items reflected in the draft Merger Agreement received from Linklaters. These negotiations addressed, among other things, the Universal termination fee, the CMA Confirmation Condition, the Conditional CFIUS Obligations, the Hell-or-High-Water Qualification, the timing of the Debt Condition, the Additional Regulatory Conditions, and the application of the Sufficient Funds Representation to the signing of the Merger Agreement.

Following these negotiations, on September 27, 2024, representatives of K&L Gates delivered a revised draft of the Merger Agreement to Linklaters, which, among other things, proposed a Universal termination fee equal to 3.25% of Equity Value, removed the Debt Condition and in lieu thereof included a pre-closing covenant to deliver customary payoff letters with respect to Universal’s outstanding indebtedness to be paid off by Parent at the Closing (the “Debt Repayment Covenant”), revised the Sufficient Funds Representation to apply at the

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signing of the Merger Agreement (in addition to applying at the closing of the Merger), provided that the CMA Confirmation Condition could be triggered no later than five business days prior to the Closing, and revised the Conditional CFIUS Obligations to provide that the parties would mutually determine whether obtaining CFIUS Clearance is necessary or desirable. Also on September 27, 2024, Universal and Aperam mutually agreed to extend the Exclusivity Period to October 4, 2024.

Later on September 27, 2024, the Board of Directors held a meeting at which members of management of Universal and representatives of TD Cowen and K&L Gates were present. Mr. Zimmer provided an update on the “all parties” negotiations held earlier that day.

Between September 25, 2024 and September 28, 2024, representatives of Universal and Aperam engaged in negotiations regarding the treatment of the Company Stock Options, NED RSUs, Non-Executive RSUs, Executive RSUs and Executive PSUs. On September 28, 2024, representatives of Universal and Aperam finalized a proposal for treatment of these awards (the “Equity Award Proposal”). The Equity Award Proposal provided for the terms described in “Proposal 1: Adoption of the Merger Agreement—Merger Consideration—Treatment of Company Stock Options, NED RSUs, Non-Executive RSUs, Executive RSUs and Executive PSUs.”

On September 28, 2024, the Board of Directors held a meeting at which members of management of Universal and representatives of TD Cowen and K&L Gates were present. Representatives of K&L Gates provided an update on the status of the negotiations of the draft Merger Agreement and Mr. Zimmer provided a summary of the Equity Award Proposal.

On September 29, 2024, the Board of Directors held a meeting at which members of management of Universal and representatives of TD Cowen and K&L Gates were present. Representatives of K&L Gates provided an update on the status of the negotiations of the draft Merger Agreement. TD Cowen reviewed with the Board of Directors a preliminary financial analysis of Aperam’s proposed purchase price of $43.00 per Share.

Later on September 29, 2024, representatives of Linklaters delivered a revised draft of the Merger Agreement to K&L Gates, which, among other things, incorporated the provisions of the Equity Award Proposal and added an Outside Date of March 30, 2025, with two automatic extensions of three-month increments that could extend no further than September 30, 2025.

Still later on September 29, 2024, representatives of Linklaters and K&L Gates exchanged email communications and phone calls regarding the terms of the Equity Award Proposal, and representatives of Linklaters subsequently delivered a further revised draft of the Merger Agreement to K&L Gates reflecting changes to address the identity of Parent and Merger Sub, which were newly formed entities for the Transactions, and revisions to the Debt Repayment Covenant to provide Parent the option to terminate and pay off the financing arrangements.

On September 30, 2024, representatives of Linklaters and K&L Gates held a telephone conference relating to the need for a guarantee by Aperam of the obligations of Parent and Merger Sub under the Merger Agreement. Later on September 30, 2024, representatives of Linklaters delivered a draft of the Guarantee to K&L Gates, which, among other things, provided for Aperam’s guarantee of all amounts that are or may become due and payable by Parent with respect to its obligations to pay the proposed purchase price to holders of Shares and the consideration owed to the holders of Universal equity awards.

During the morning of September 30, 2024, the Board of Directors held a meeting at which members of management of Universal and representatives of TD Cowen were present to discuss a due diligence item related to Aperam’s concern about the potential effect of the consummation of the transactions contemplated by the Merger Agreement on Universal’s labor union stakeholders and the relationship among the labor union stakeholders, Universal and Aperam following the Merger (the “Labor Diligence Item”). Later on September 30, 2024, K&L Gates provided to the Board of Directors the latest draft of the Merger Agreement received from

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Linklaters and a summary of the key terms thereof. Still later on September 30, 2024, the Board of Directors held two additional meetings at which management of Universal and representatives of TD Cowen and K&L Gates were present to discuss the Labor Diligence Item and the status of negotiations with Aperam.

On October 1, 2024, a meeting was held among the Board of Directors, representatives of Aperam and members of Universal management at which representatives of K&L Gates, Linklaters, TD Cowen and Jefferies were present regarding the Labor Diligence Item. Shortly thereafter, the Board of Directors held a meeting at which members of Universal management and representatives of K&L Gates and TD Cowen were present to discuss the outcome of the meeting with representatives of Aperam, the status of negotiations and next steps in connection with Aperam’s due diligence review.

On October 3, 2024, Universal and Aperam mutually agreed to extend the Exclusivity Period to October 18, 2024 to allow Aperam to address the Labor Diligence Item.

On October 10, 2024, representatives of Aperam and Universal discussed the status of the Labor Diligence Item. Following such discussions, the parties agreed to proceed with finalizing the draft Merger Agreement and draft Guarantee.

On October 11, 2024, representatives of K&L Gates delivered to Linklaters (x) a revised draft of the Merger Agreement, which, among other things, provided for Aperam’s delivery of the Guarantee, and (y) a revised draft of the Guarantee, which, among other things, expanded Aperam’s guarantee to cover all payment obligations of Parent and Merger Sub under the Merger Agreement.

On October 12, 2024, K&L Gates provided to the Board of Directors the draft Merger Agreement that had been delivered to Linklaters on October 11, 2024.

On October 13, 2024, TD Cowen provided to the Board of Directors certain information regarding TD Cowen’s material investment banking relationships with Universal and Aperam during the prior approximately two-year period, which indicated that TD Cowen had not provided any investment banking services to Aperam during such period.

On October 14 and 15, 2024, representatives of Linklaters and K&L Gates negotiated the terms of the draft Guarantee. On October 16, 2024, representatives of Linklaters delivered to K&L Gates a proposed final version of the Guarantee.

Between October 10 and October 16, 2024, representatives of Linklaters, Aperam, K&L Gates and Universal negotiated revisions to the draft Merger Agreement relating to the Conditional CFIUS Obligations with respect to the procedures related to the determination of whether CFIUS Clearance is necessary or desirable. On October 16, 2024, representatives of Linklaters delivered to K&L Gates a proposed final version of the Merger Agreement reflecting the resolution of those negotiations.

On October 16, 2024, the closing price of Universal’s common stock on Nasdaq was $43.43 per Share. After the closing of trading on such date, the Board of Directors held a meeting at which members of Universal’s management and representatives of TD Cowen and K&L Gates were present to consider approval of the proposed final version of the Merger Agreement and the Guarantee. The Board of Directors considered that the closing price of Universal’s common stock on October 16, 2024 was higher than the proposed purchase price of $43.00 per Share reflected in the proposed final version of the Merger Agreement delivered by Linklaters to K&L Gates and directed Mr. Oates, Mr. Zimmer and TD Cowen to (i) negotiate with Aperam regarding an increase in the proposed purchase price to $45.00 per Share and (ii) communicate to Aperam the Board of Directors’ expectation that a final merger agreement would need to be signed on October 16, 2024.

As a result of these negotiations, later on October 16, 2024, Aperam agreed to increase the proposed purchase price to $45.00 per Share. Shortly thereafter, the Board of Directors reconvened its meeting to consider

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the proposed final version of the Merger Agreement (subject to revision to reflect the increase in the proposed purchase price to $45.00 per Share) and the Guarantee. Representatives of K&L Gates reviewed with the Board of Directors its fiduciary duties in connection with the proposed Merger and presented an updated summary of the key terms of the proposed final version of the Merger Agreement (subject to revision to reflect the increase in the proposed purchase price to $45.00 per Share) and the Guarantee. TD Cowen then reviewed its financial analysis of the Merger Consideration with the Board of Directors and delivered an oral opinion, confirmed by delivery of a written opinion dated October 16, 2024, to the Board of Directors to the effect that, as of such date and based on and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by TD Cowen as set forth in such opinion, the Merger Consideration to be received by holders of Shares (other than, as applicable, Aperam, Parent, Merger Sub and their respective affiliates) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. The Board of Directors then discussed the proposed Merger and, after carefully considering the matters discussed during that meeting and prior meetings of the Board of Directors (for more information, see the section captioned “The Merger—Recommendation of the Board of Directors and Reasons for the Merger”), the Board of Directors unanimously (i) determined that the Merger Agreement and the Transactions are advisable to, fair to and in the best interests of, Universal and its stockholders, (ii) approved and declared advisable the Merger Agreement and the consummation by Universal of the Transactions to be consummated by it, (iii) duly authorized and approved the execution, delivery, and performance by Universal of the Merger Agreement and the consummation by Universal of the Transactions to be consummated by it, including the Merger, and (iv) resolved to, subject to the terms of the Merger Agreement, recommend adoption of the Merger Agreement by the stockholders of Universal.

At approximately 9:00 p.m., Eastern Time, on October 16, 2024, Aperam and Universal executed the Merger Agreement and the Guarantee.

At 1:30 a.m., Eastern Time, on October 17, 2024, Aperam and Universal each issued a press release announcing the execution of the Merger Agreement.

Since October 16, 2024, Universal has not been contacted by any person, including any of Party A, Party B, Party C, Party D, Party E, Party F, Party G, or Party H, to express interest in potentially acquiring Universal.

Recommendation of the Board of Directors and Reasons for the Merger

Recommendation of the Board of Directors

After carefully considering the various factors described below, the Board of Directors unanimously: (i) determined that the Merger Agreement and the Transactions are advisable to, fair to and in the best interests of, Universal and its stockholders, (ii) approved and declared advisable the Merger Agreement and the consummation by Universal of the Transactions to be consummated by it, (iii) duly authorized and approved the execution, delivery, and performance by Universal of the Merger Agreement and the consummation by Universal of the Transactions to be consummated by it, including the Merger, and (iv) resolved to, subject to the terms of the Merger Agreement, recommend adoption of the Merger Agreement by the stockholders of Universal. For more information, please see the section of this proxy statement captioned “The Merger—Interests of Universal’s Directors and Executive Officers in the Merger.”

The Board of Directors unanimously recommends, on behalf of Universal, that you vote “FOR” the adoption of the Merger Agreement at the Special Meeting.

Reasons for the Merger

In evaluating the Merger, the Board of Directors consulted with Universal’s management and legal and financial advisors and, in reaching the decision to approve and declare the advisability of the Merger Agreement

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and recommend that the stockholders vote in favor of the adoption of the Merger Agreement, the Board of Directors considered a number of factors that the Board of Directors views as supporting it decision, including, but not limited to, the following factors (which are not listed in any relative order of importance):

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In the course of its deliberations, the Board of Directors also considered and balanced against the potentially positive reasons a number of uncertainties, risks and other potentially negative factors, including, among other things, the following (which are not listed in any relative order of importance):

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After taking into account all of the factors set forth above, the Board of Directors concluded that the potentially negative factors associated with the proposed Merger were outweighed by the potential benefits that it expected Universal stockholders would achieve as a result of the Merger, including the belief of the Board of Directors that the proposed Merger would maximize the value of Universal common stock while mitigating the risks and uncertainty affecting Universal’s future prospects.

After considering this information, the Board of Directors unanimously: (i) determined that the Merger Agreement and the Transactions are advisable to, fair to and in the best interests of, Universal and its

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stockholders, (ii) approved and declared advisable the Merger Agreement and the consummation by Universal of the Transactions to be consummated by it, (iii) duly authorized and approved the execution, delivery, and performance by Universal of the Merger Agreement and the consummation by Universal of the Transactions to be consummated by it, including the Merger, and (iv) resolved to, subject to the terms of the Merger Agreement, recommend adoption of the Merger Agreement by the stockholders of Universal.

The preceding discussion of the information and factors considered by the Board of Directors is not, and is not intended to be, exhaustive. In light of the variety of factors considered in connection with its evaluation of the Merger and the complexity of these matters, the Board of Directors did not find it practicable to, and did not, quantify or otherwise attempt to rank or assign relative weights to the various factors considered in reaching their respective determinations. The Board of Directors based its unanimous recommendation on the totality of the information presented.

In considering the factors described above and any other factors, individual members of the Board of Directors may have viewed factors differently or given different weight, merit or consideration to different factors. In addition, the Board of Directors did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Board of Directors, but rather the Board of Directors conducted an overall review of the factors described above. The foregoing discussion of the reasoning of the Board of Directors and certain information presented in this section is forward-looking in nature and, therefore, the information should be read in light of the factors discussed in the section of this proxy statement titled “Forward-Looking Statements.”

Opinion of Universal’s Financial Advisor

Universal has engaged TD Cowen as its financial advisor in connection with the Merger. As part of this engagement, the Board of Directors requested that TD Cowen evaluate the fairness, from a financial point of view, of the Merger Consideration to be received by holders of Shares (other than, as applicable, Aperam, Parent, Merger Sub and their respective affiliates) pursuant to the Merger Agreement. At a meeting of the Board of Directors held on October 16, 2024, TD Cowen reviewed with the Board of Directors TD Cowen’s financial analysis of the Merger Consideration and delivered an oral opinion, confirmed by delivery of a written opinion dated October 16, 2024, to the Board of Directors to the effect that, as of such date and based on and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by TD Cowen as set forth in such opinion, the Merger Consideration to be received by holders of Shares (other than, as applicable, Aperam, Parent, Merger Sub and their respective affiliates) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of TD Cowen’s written opinion, dated October 16, 2024, which describes various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by TD Cowen, is annexed as Annex C to this proxy statement and is incorporated herein by reference. The summary of TD Cowen’s written opinion set forth herein is qualified in its entirety by reference to the full text of such opinion. TD Cowen’s analyses and opinion were prepared for and addressed to the Board of Directors and were directed only to the fairness, from a financial point of view, of the Merger Consideration. TD Cowen’s opinion did not in any manner address Universal’s underlying business decision to effect the Merger or the relative merits of the Merger as compared to other business strategies or transactions that might be available to Universal. The Merger Consideration was determined through negotiations between Universal and Aperam and TD Cowen’s opinion did not constitute a recommendation to the Board of Directors on whether or not to approve the Merger and does not constitute a recommendation to any securityholder or any other person as to how to vote or act with respect to the Merger or otherwise.

In connection with its opinion, TD Cowen reviewed and considered such financial and other matters as it deemed relevant, including, among other things:

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In conducting its review and arriving at its opinion, TD Cowen, at the direction of the Board of Directors, assumed and relied, without independent investigation, upon the accuracy and completeness of all financial and other information provided to TD Cowen by Universal or that was publicly available or was otherwise reviewed by TD Cowen. TD Cowen did not undertake any responsibility for the accuracy, completeness or reasonableness of, or independent verification of, such information. TD Cowen relied upon the representations of Universal that all information provided to TD Cowen by Universal was accurate and complete in all material respects and TD Cowen expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting its opinion of which TD Cowen becomes aware after the date of TD Cowen’s opinion.

TD Cowen assumed, at the direction of the Board of Directors, that the financial forecasts, estimates and other information concerning Universal that TD Cowen was directed to utilize for purposes of its analyses and opinion were reasonably prepared by the management of Universal on bases reflecting the best currently available estimates and good faith judgments of such management as to the future performance of Universal and the other matters covered thereby, and that such financial forecasts, estimates and other information provided a reasonable basis for its opinion. TD Cowen relied on the assessments of the management of Universal as to, among other things, the pricing of, and supply and demand for, specialty steel products and metals, which are subject to significant volatility and which, if different than as assumed, could have a material impact on TD Cowen’s analyses and opinion. TD Cowen assumed that there would be no developments with respect to any such matters that would have an adverse effect on Universal or the Merger or that otherwise would be meaningful in any respect to TD Cowen’s analyses or opinion. TD Cowen expressed no opinion as to the financial forecasts, estimates and other information utilized in TD Cowen’s analyses or the assumptions on which they were based.

In addition, TD Cowen assumed that there had been no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of Universal since the dates of the last financial statements made available to TD Cowen. TD Cowen did not make or obtain any independent evaluations, valuations or appraisals of the assets or liabilities (contingent, accrued, derivative, off-balance sheet or otherwise) of Universal or any other entity, nor was TD Cowen furnished with such materials. TD Cowen did not conduct nor did TD Cowen assume any obligation to conduct any physical inspection of the properties or facilities of Universal or any other entity. TD Cowen also did not evaluate the solvency or fair value of Universal or any other entity under any state or federal laws relating to bankruptcy, insolvency or similar matters. In addition, TD Cowen did not undertake an independent evaluation of any actual or potential litigation, settlements, governmental or regulatory proceedings or investigations, possible unasserted claims or other contingent liabilities to which Universal or any

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other entity may be a party or subject. TD Cowen’s opinion did not address any legal, tax, accounting or regulatory matters related to the Merger Agreement or the Merger, as to which TD Cowen assumed that Universal and the Board of Directors received such advice from legal, tax, accounting and regulatory advisors as each determined appropriate.

TD Cowen’s opinion addressed only the fairness of the Merger Consideration from a financial point of view without regard to individual circumstances of specific holders (whether by virtue of control, voting or consent, liquidity, contractual arrangements or otherwise) that may distinguish such holders or the securities of Universal held by such holders, and TD Cowen’s opinion did not in any way address proportionate allocation or relative fairness among such holders, holders of any other securities of Universal or otherwise. TD Cowen expressed no view as to any other aspect or implication of the Merger, including, without limitation, any guarantee or other agreement, arrangement or understanding entered into in connection with the Merger or otherwise. TD Cowen’s opinion was necessarily based upon economic and market conditions and other circumstances as they existed and could be evaluated by TD Cowen on the date of such opinion. It should be understood that although subsequent developments may affect TD Cowen’s opinion, TD Cowen does not have any obligation to update, revise or reaffirm its opinion and TD Cowen expressly disclaimed any responsibility to do so. In addition, as the Board of Directors was aware, the industry in which Universal operates and certain matters affecting Universal’s business (including the pricing of, and supply and demand for, specialty steel products and metals) and the securities of Universal have experienced and may continue to experience volatility and disruptions, and TD Cowen expressed no view as to any potential effects of such volatility or disruptions on Universal or the Merger.

TD Cowen did not consider any potential legislative or regulatory changes currently being considered or recently enacted by the United States or any foreign government, or any domestic or foreign regulatory body, or any changes in accounting methods or generally accepted accounting principles that may be adopted by the SEC, the Financial Accounting Standards Board, or any similar foreign regulatory body or board.

For purposes of rendering its opinion, TD Cowen assumed in all respects relevant to its analyses that the representations and warranties of each party contained in the Merger Agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Merger would be satisfied without waiver thereof. TD Cowen also assumed that the final form of the Merger Agreement would be substantially similar to the execution version reviewed by TD Cowen. TD Cowen further assumed that all governmental, regulatory and other consents and approvals contemplated by the Merger Agreement would be obtained and that in the course of obtaining any such consents or approvals no restrictions would be imposed or waivers made that would have an adverse effect on Universal or the Merger. In addition, TD Cowen assumed that the Merger would be consummated in a manner that complies with the applicable provisions of the Securities Act of 1933, as amended, the Exchange Act and all other applicable state or federal statutes, rules and regulations.

It was understood that TD Cowen’s opinion was intended for the benefit and use of the Board of Directors (in its capacity as such) in its evaluation of the Merger Consideration. TD Cowen’s opinion did not constitute a recommendation to the Board of Directors on whether or not to approve the Merger and does not constitute a recommendation to any securityholder or any other person as to how to vote or act with respect to the Merger or otherwise. TD Cowen expressed no opinion as to the actual value, price or trading range of Shares or any other securities of Universal following announcement or consummation of the Merger. TD Cowen was not requested to opine as to, and its opinion did not in any manner address, Universal’s underlying business decision to effect the Merger or the relative merits of the Merger as compared to other business strategies or transactions that might be available to Universal. In addition, TD Cowen was not requested to opine as to, and its opinion did not in any manner address, (i) the fairness of the amount or nature of the compensation to the officers, directors or employees, or class of such persons, of any parties to the Merger relative to the Merger Consideration or otherwise, (ii) the fairness of the Merger or the Merger Consideration to the holders of any class of securities, creditors or other constituencies of Universal or (iii) whether Aperam, Parent or Merger Sub has sufficient cash, available lines of credit or other sources of funds to enable it to pay the Merger Consideration at the closing of the Merger.

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Financial Analyses

The summary of the principal financial analyses described below under this heading “—Financial Analyses” is a summary of the material financial analyses performed by TD Cowen to arrive at its opinion. Some of the summaries of TD Cowen’s financial analyses include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data set forth in the tables without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses. TD Cowen performed certain procedures, including each of the financial analyses described below, and reviewed with the Board of Directors certain assumptions on which such analyses were based and other factors, including the historical and projected financial results of Universal. For purposes of the financial analyses described below, the terms (i) “adjusted EBITDA” means earnings before interest, taxes, depreciation and amortization as adjusted for certain non-recurring and non-cash items and (ii) “through-the-cycle adjusted EBITDA” means, as utilized and determined per Universal’s management, the average adjusted EBITDA or estimated adjusted EBITDA, as the case may be, of Universal during fiscal year 2019 through fiscal year 2028.

Selected Public Companies Analysis. TD Cowen reviewed selected financial and stock market information of Universal and the following five publicly traded companies with operations in the specialty metals industry that TD Cowen considered generally relevant for purposes of analysis (collectively, the “selected companies”):

TD Cowen reviewed, among other information, enterprise values, calculated as implied equity values based on closing stock prices on October 16, 2024 plus total debt and debt-like items, unfunded pension and other post-employment benefits liabilities, preferred equity and minority interests (as applicable), less cash and cash equivalents, as multiples of calendar year 2024 and calendar year 2025 estimated adjusted EBITDA. Financial data of the selected companies were based on publicly available Wall Street research analysts’ estimates, public filings and other publicly available information. Financial and other data of Universal was based on financial forecasts, estimates and other information provided by Universal’s management, public filings and other publicly available information.

The overall low to high calendar year 2024 and calendar year 2025 estimated adjusted EBITDA multiples observed for the selected companies were 5.2x to 15.2x (with a mean of 9.7x and a median of 7.2x) and 3.7x to 13.2x (with a mean of 7.6x and a median of 4.4x), respectively. TD Cowen applied selected ranges of calendar year 2024 and calendar year 2025 estimated adjusted EBITDA multiples derived from the selected companies of 6.5x to 8.5x and 4.0x to 5.0x, respectively, to corresponding data of Universal.

This analysis indicated the following approximate implied per Share equity value reference ranges for Universal, as compared to the Merger Consideration:

Although the selected companies were used for comparison purposes, none of those companies is directly comparable to Universal. Accordingly, an analysis of the results of such a comparison is not purely mathematical, but instead involves complex considerations and judgments concerning differences in historical and projected financial and operating characteristics of the selected companies and other factors that could affect the public trading values of the selected companies or Universal.

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Selected Precedent Transactions Analysis. TD Cowen reviewed financial data relating to the following 12 selected transactions involving target companies or businesses with operations in the specialty metals industry that TD Cowen considered generally relevant for purposes of analysis (collectively, the “selected transactions”):

TD Cowen reviewed transaction values, based on the consideration paid or payable in the selected transactions plus total debt and debt-like items, unfunded pension and other post-employment benefits liabilities, preferred equity and minority interests (as applicable), less cash and cash equivalents, as a multiple of the latest 12 months adjusted EBITDA of the target companies or businesses involved in such transactions as of the announcement date of the applicable selected transaction. Financial data of the selected transactions were based on public filings and other publicly available information. Financial and other data of Universal was based on information provided by Universal’s management, public filings and other publicly available information.

The overall low to high latest 12 months adjusted EBITDA multiples observed for the selected transactions was 4.9x to 14.0x (with a mean of 9.9x and a median of 10.9x). TD Cowen applied a selected range of latest 12 months adjusted EBITDA multiples derived from the selected transactions of 9.5x to 11.5x to the latest 12 months (as of June 30, 2024) adjusted EBITDA of Universal.

This analysis indicated the following approximate implied per Share equity value reference range for Universal, as compared to the Merger Consideration:

Although the selected transactions were used for comparison purposes, none of those transactions or companies or businesses involved in those transactions is directly comparable to the Merger or Universal. Accordingly, an analysis of the results of such a comparison is not purely mathematical, but instead involves complex considerations and judgments concerning differences in historical and projected financial and operating characteristics and other factors that could affect the acquisition or other values of such transactions or the companies or businesses involved in such transactions.

Discounted Cash Flow Analysis. TD Cowen performed a discounted cash flow analysis of Universal by calculating the estimated present value of the standalone unlevered, after-tax free cash flows that Universal was forecasted to generate during the last two quarters of the fiscal year ending December 31, 2024 through the full fiscal year ending December 31, 2028 based on financial forecasts, estimates and other information provided by Universal’s management. For purposes of this analysis, stock-based compensation was treated as a cash expense. TD Cowen calculated implied terminal values for Universal by applying to Universal’s through-the-cycle

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adjusted EBITDA a selected range of terminal adjusted EBITDA multiples of 6.5x to 8.5x. The present values (as of June 30, 2024) of the cash flows and terminal values were then calculated using a selected range of discount rates of 10.0% to 12.0%.

This analysis indicated the following approximate implied per Share equity value reference range for Universal, as compared to the Merger Consideration:

Certain Additional Information

TD Cowen also observed certain additional information that was not considered part of its financial analyses with respect to its opinion but was noted for informational purposes, including:

Miscellaneous

The summary set forth above does not purport to be a complete description of all the analyses performed by TD Cowen. The preparation of a fairness opinion involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances and, therefore, such an opinion is not readily susceptible to partial analysis or summary description. TD Cowen did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, notwithstanding the separate factors summarized above, TD Cowen believes that its analyses must be considered as a whole and that selecting portions of its analyses and the factors considered by it, without considering all analyses and factors, could create an incomplete view of the process underlying its opinion. In performing its analyses, TD Cowen made numerous assumptions with respect to industry performance, business and economic conditions and other matters, many of which are beyond the control of Universal. The analyses performed by TD Cowen are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by such analyses. In addition, analyses relating to the value of businesses do not purport to be appraisals or to reflect the prices at which businesses or securities may actually be sold. Accordingly, such analyses and estimates are inherently subject to uncertainty and are based upon numerous factors or events beyond the control of the parties or their respective advisors. None of Universal, TD Cowen or any other person assumes responsibility if future results are materially different from those projected. The analyses performed by TD Cowen and its opinion were only one among many factors taken into consideration by the Board of Directors in evaluating the Merger Consideration and should not be considered as determinative of the views of the Board of Directors or Universal’s management with respect to the Merger, the consideration payable in the Merger or otherwise.

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TD Cowen was selected by Universal to act as financial advisor to Universal in connection with a possible sale of, or other business combination involving, Universal, including the Merger, because TD Cowen is a nationally recognized investment banking firm and because, as part of its investment banking business, TD Cowen is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes.

TD Cowen is acting as financial advisor to Universal in connection with the Merger and will receive from Universal for such services an aggregate fee currently estimated to be approximately $8.1 million, of which a portion was payable in connection with TD Cowen’s opinion regardless of the conclusion reached therein and approximately $7.6 million is payable contingent upon consummation of the Merger. In addition, Universal has agreed to reimburse TD Cowen’s expenses, including fees and expenses of counsel, and to indemnify TD Cowen for certain liabilities, including liabilities under federal securities laws, that may arise out of TD Cowen’s engagement.

As the Board of Directors was aware, although TD Cowen as of the date of its opinion was not providing, and during the two years preceding the date of its opinion had not provided, financial advisory and/or investment banking services to Universal unrelated to the Merger or to Aperam or Parent, TD Cowen in the future may provide services to Universal, Aperam, Parent and/or their respective affiliates and may receive compensation for the rendering of such services.

TD Cowen and its affiliates provide investment and commercial banking, lending, asset management and other financial and non-financial services to a wide range of corporations and individuals and, as part of their investment banking business, are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. In the ordinary course of business, TD Cowen and its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions in, debt, equity and/or other securities or loans of Universal, Aperam, Parent and/or their respective affiliates for TD Cowen’s or its affiliates’ own account and for the accounts of their customers. TD Cowen and its affiliates also conduct research on securities and may, in the ordinary course of business, provide research reports and investment advice to their clients on investment matters, including matters with respect to the Merger, Universal, Aperam, Parent and/or their respective affiliates. The issuance of TD Cowen’s opinion was approved by TD Cowen’s fairness opinion review committee.

Certain Unaudited Financial Projections

Universal does not, in the ordinary course, publicly disclose forecasts or projections as to future performance, earnings or other results given, among other things, the inherent difficulty of predicting financial performance for future periods and the uncertainty, unpredictability and subjectivity of the underlying assumptions, estimates and projections. However, Universal is including in this proxy statement a summary of certain non-public, unaudited, prospective financial information of Universal on a standalone basis for fiscal years December 31, 2024 through December 31, 2028, without giving effect to the Merger (the “Forecasts”), prepared by Universal’s management, solely because such information was provided by Universal’s management to the Board of Directors in connection with the consideration and evaluation of potential strategic alternatives, including the Merger, and to TD Cowen for its use and reliance in connection with TD Cowen’s financial analyses and opinion as described in the section captioned “The Merger—Opinion of Universal’s Financial Advisor.” The Forecasts also were provided to certain participants in the strategic alternatives review process, including Aperam, for purposes of their due diligence review of Universal as described above under the heading “The Merger—Background of the Merger.”

The Forecasts further reflect subjective judgment in many respects and, therefore, are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Universal’s management views the Forecasts as subject to inherent risks and uncertainties associated with long-range

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projections. The inclusion of the Forecasts or of this summary should not be regarded as an indication that Universal, Aperam or any of their respective directors, officers, employees, affiliates, advisors or representatives, or any other recipient of this information or a summary thereof, considered, or now considers, it to be an assurance of the achievement of future results or necessarily predictive of actual future results, and the Forecasts should not be relied on as such. This information is not fact and readers of this proxy statement are cautioned not to place undue reliance on the Forecasts.

The Forecasts were not prepared with a view toward public disclosure or toward complying with U.S. generally accepted accounting principles (“GAAP”), nor were they prepared with a view toward compliance with the published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of projections of prospective financial information. Adjusted EBITDA and unlevered free cash flow contained in the Forecasts set forth below are each “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with GAAP. The non-GAAP financial measures used in the Forecasts were relied upon by the Board of Directors in connection with its consideration of the Merger and the Merger Consideration. While Universal believes that such non-GAAP financial measures provide useful supplemental information in analyzing Universal’s financial results, there are limitations associated with the use of such financial measures. These non-GAAP financial measures used by Universal may not be the same or calculated in the same manner as those used and calculated by other companies. Furthermore, non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for Universal’s financial results prepared and reported in accordance with GAAP. The SEC rules, which otherwise would require a reconciliation of a non-GAAP financial measure to a GAAP financial measure, do not apply to non-GAAP financial measures provided to a board of directors or financial advisors in connection with a proposed business combination transaction, such as the Merger, if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures to a GAAP financial measure were not provided to or relied upon by the Board of Directors or TD Cowen in connection with the Merger. Accordingly, Universal has not provided a reconciliation of the non-GAAP financial measures included in the Forecasts to the relevant GAAP financial measures. The Forecasts may differ from published analyst estimates and forecasts, and do not take into account any events or circumstances after the date they were prepared, including the announcement of the Transactions.

The Forecasts reflect estimates and assumptions made by Universal’s management with respect to company performance, industry performance, general business, economic, regulatory, market and financial conditions and other matters, all of which are difficult to predict and many of which are beyond Universal’s control. In particular, the Forecasts, while presented with numerical specificity, necessarily were based on variables and assumptions that are inherently uncertain. Multiple factors, including the risks and uncertainties described in Universal’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, subsequent quarterly reports filed by Universal on Form 10-Q and subsequent current reports filed by Universal on Form 8-K could cause the Forecasts or the underlying assumptions not to be appropriate. As a result, Universal cannot assure you that the Forecasts will be realized or that actual results will not be significantly higher or lower than projected. Since the Forecasts cover multiple years, they, by their nature, become less predictive with each successive year and are unlikely to anticipate each circumstance that will have an effect on Universal’s business and results of operations. The Forecasts do not take into account any circumstances or events occurring after the date on which they were prepared, including the Merger. Therefore, the Forecasts do not give effect to the proposed Merger or any changes to Universal’s operations or strategy that may be implemented after the consummation of the Merger, including any certain legal, advisory and other acquisition and integration-related costs incurred or expected to be incurred in connection with the Merger. Furthermore, the Forecasts do not take into account the effect of any failure of the Merger to be completed and should not be viewed in that context. Economic and business environments can and do change quickly, which adds an additional significant level of uncertainty as to whether the results portrayed in the Forecasts will be achieved. See also the section of this proxy statement captioned “Forward-Looking Statements.”

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None of Universal, Aperam or any of their respective directors, officers, employees, affiliates, advisors or representatives makes any representation to any Universal stockholder regarding the ultimate performance of Universal relative to the Forecasts. The inclusion of the Forecasts in this proxy statement does not constitute an admission or representation of Universal that the Forecasts or the information contained therein is material. Except as required by applicable law, neither Universal nor any of its affiliates intends to, and each of them disclaims any obligation to, update, correct or otherwise revise the Forecasts to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown not to be appropriate. These considerations should be taken into account when evaluating the Forecasts, which were prepared as of an earlier date. The Forecasts should be evaluated in conjunction with the historical financial statements and other information contained in Universal’s public filings with the SEC.

The Forecasts included in this proxy statement have been prepared by, and are the responsibility of, Universal’s management. Universal’s independent registered public accounting firm, EisnerAmper LLP, has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying Forecasts and, accordingly, EisnerAmper LLP does not express an opinion or any other form of assurance with respect thereto. The EisnerAmper LLP report incorporated by reference in this proxy statement relates to Universal’s previously issued financial statements. It does not extend to the Forecasts and should not be read to do so.

The Forecasts summarized in the tables below are included solely to give Universal’s stockholders access to certain financial projections for the period from fiscal years December 31, 2024 through December 31, 2028 that were made available to the Board of Directors, Universal’s financial advisor and/or Aperam in connection with the proposed Merger, and are not included in this proxy statement in order to influence any Universal stockholder’s decision to vote with respect to the adoption of the Merger Agreement or for any other purpose.

Interests of Universal’s Executive Officers and Directors in the Merger

In considering the recommendation of the Board that Universal stockholders vote to adopt the Merger Agreement, Universal stockholders should be aware that Universal’s executive officers and non-employee directors have interests in the Merger that may be different from, or in addition to, those of Universal stockholders generally. The Board was aware of and considered these interests, among other matters, in approving the Merger Agreement and the Merger, and in recommending that the Merger Agreement be adopted by Universal stockholders.

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Executive Officers and Non-Employee Directors

For purposes of this disclosure, Universal’s current executive officers are as follows:

Each of Messrs. Zimmer, DiTommaso, McIntosh, Crosby and Arminas were “named executive officers” for purposes of Universal’s annual proxy statement for fiscal year ended December 31, 2023.

Our current Chairman of the Board, Dennis M. Oates, who concluded his service as Universal’s President and Chief Executive Officer in 2023, and his service as Executive Chairman in 2024, is also considered an executive officer for purposes of this disclosure and was a “named executive officer” for purposes of Universal’s annual proxy statement for fiscal year ended December 31, 2023.

For purposes of this disclosure, Universal’s current non-employee directors are as follows:

Certain Assumptions

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in the section below titled “Treatment and Quantification of Company Equity Awards in the Merger,” the following assumptions were used:

As the amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate as of the date referenced, the actual amounts, if any, that may be paid or become payable may materially differ from the amounts set forth below.

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Treatment and Quantification of Company Equity Awards in the Merger

Current and Former Executive Officer and Non-Employee Director Stock Options

Each option to acquire Shares, whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time (a “Company Stock Option”) with an exercise price per Share less than the Merger Consideration will be cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable tax withholdings, equal to the product of (a) the excess, if any, of the Merger Consideration over the exercise price per Share of such Company Stock Option and (b) the total number of Shares subject to such Company Stock Option. Each outstanding Company Stock Option with an exercise price per Share equal to or greater than the Merger Consideration will be cancelled without payment therefor.

Time-Based Restricted Stock Unit Awards

Non-Employee Directors. Each restricted stock unit award subject to time-based conditions covering Shares that are held by a non-employee member of the Board and granted to such member for service on the Board (each such award, a “NED RSU”) that is outstanding immediately prior to the Effective Time will be cancelled and converted into the right to receive an amount in cash equal to the product of (a) the Merger Consideration and (b) the total number of Shares subject to such NED RSU, without interest and subject to applicable tax withholdings.

Former Executive Officer. Each restricted stock unit award subject to time-based conditions (and not subject to performance-based conditions) covering Shares that are held by a former executive officer that is not an NED RSU (a “Former Executive Award”) that is outstanding immediately prior to the Effective Time will be cancelled and converted into the right to receive an amount in cash equal to the product of (a) the Merger Consideration and (b) the total number of Shares subject to such Former Executive Award, without interest and subject to applicable tax withholdings.

Current Executive Officers. Each restricted stock unit award subject to time-based conditions (and not subject to any performance-based conditions) covering Shares held by each of Messrs. Zimmer, DiTommaso, McIntosh, Crosby and Arminas (collectively, the “Executive Officers” and each such award, an “Executive Officer RSU”) that is outstanding immediately prior to the Effective Time will be cancelled and converted into a cash-settled award representing the right to receive (a) the Merger Consideration with respect to each Share subject to such Executive Officer RSU plus (b) payment in cash of interest, calculated at a rate of 10% per annum, from the Closing Date to the vesting date applicable to such Executive Officer RSU. Following the Merger, the vesting and delivery of a converted award will be accelerated upon an employer-initiated termination of employment other than in the event of the grantee’s Detrimental Conduct, except as otherwise required by applicable tax rules. The converted award will be subject to the same terms and conditions applicable to the Executive Officer RSU under the 2017 Plan and the applicable award agreement evidencing such grant thereunder, as described below.

Current Executive Officer Performance-Based Restricted Stock Unit Awards

Each restricted stock unit award subject to performance-based conditions covering Shares held by each of the Executive Officers (each, an “Executive Officer PSU”) that is outstanding immediately prior to the Effective Time will be converted into a cash-settled award representing the right to receive the Merger Consideration per Share covered thereby, with the number of such converted Executive Officer PSUs earned determined in accordance with the following performance conditions:

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Each converted Executive Officer PSU, except as otherwise provided in the Merger Agreement, will be subject to the same terms and conditions applicable to the Executive Officer PSU under the 2017 Plan and the applicable award agreement evidencing such grant thereunder, as described below. Following the Merger, the vesting and delivery of a converted award will be accelerated upon an employer-initiated termination of employment other than in the event of the grantee’s Detrimental Conduct, except as otherwise required by applicable tax rules. Vesting will be based on target achievement or actual achievement of performance goals through the date of such termination, except that performance for the 2024 fiscal year will be calculated at maximum performance.

Quantification of Company Equity Awards

Current and Former Executive Officer Stock Options. Based on the assumptions described above, the estimated aggregate amount that would become payable to Universal’s six current and former executive officers listed above in respect of their Company Stock Options is $987,455.

Non-Employee Director Stock Options. Based on the assumptions described above, the estimated aggregate amount that would become payable to four of Universal’s non-employee directors listed above (excluding Mr. Oates) in respect of their Company Stock Options is $119,126.

Non-Employee Director RSUs. Based on the assumptions described above, the estimated aggregate amount that would become payable to Universal’s five non-employee directors listed above in respect of their NED RSUs is $1,960,470.

Former Executive Officer RSUs. Based on the assumptions described above, the estimated aggregate amount that would become payable to Mr. Oates in respect of his Former Executive Awards (excluding his NED RSUs) is $2,587,500.

Current Executive Officer RSUs and PSUs. At the Effective Time, each Executive Officer RSU and Executive Officer PSU held by Universal’s current executive officers will convert into unvested cash awards in the manner described above and will generally remain subject to the same time-based vesting conditions and other terms and conditions as were applicable immediately prior to and after giving effect to the Effective Time. See below for an estimate of the amounts that would become payable to each named executive officer with respect to their Executive Officer RSUs and Executive Officer PSUs upon certain qualifying termination of employment in connection with the Merger.

Potential Severance Payments Upon a Qualifying Termination (including in connection with the Merger)

Executive Officer RSUs and Executive Officer PSUs

The existing terms of the Executive Officer RSUs provide that upon a termination of employment due to death or disability, all such Executive Officer RSUs will accelerate vesting. In addition, certain of the Executive Officer RSUs provide that upon a termination of employment that constitutes retirement (generally, after age 55 and 10 continuous years of service, or after age 65), the Executive Officer RSUs will remain outstanding. Following the Merger, the vesting and delivery of a converted award will be accelerated upon an employer-initiated termination of employment other than in the event of the grantee’s Detrimental Conduct, except as otherwise required by applicable tax rules.

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The existing terms of the Executive Officer PSUs provide that upon a termination of employment due to death or disability, the time-based vesting condition will be waived; for completed fiscal years, the Executive Officer PSUs will be deemed earned based on actual achievement of the performance goals applicable to such fiscal year; and for fiscal years not completed, the performance goals will be deemed to have been earned at the target level. The existing terms of the Executive Officer PSUs also provide that upon a termination of employment that constitutes retirement (generally, after age 55 and 10 continuous years of service, or after age 65), the Executive Officer PSUs will remain outstanding. Following the Merger, the vesting and delivery of a converted award will be accelerated upon an employer-initiated termination of employment other than in the event of the grantee’s Detrimental Conduct, except as otherwise required by applicable tax rules. Vesting will be based on target achievement or actual achievement of performance goals through the date of such termination, except that performance for the 2024 fiscal year will be calculated at maximum performance.

Employment Agreements

Universal maintains employment agreements with each of its current executive officers (the “Employment Agreements”). The Employment Agreements generally provide that if the executive officer is terminated by Universal without cause or by the executive officer for good reason, which includes an employment termination following the Effective Time, then the executive officer will receive:

Severance benefits are subject to the executive officer’s continued compliance with applicable restrictive covenants. See below for an estimate of the amounts that each of Universal’s named executive officers would receive under their respective Employment Agreements upon a qualifying termination of employment.

280G Mitigation Actions

In connection with the Merger, Universal may, subject to prior agreement with Parent, take certain tax-planning actions to mitigate any adverse tax consequences under the “golden parachute” provisions of Sections 280G and 4999 of the Internal Revenue Code of 1986 (as amended, the “Code”) that could arise in connection with the completion of the Merger. As of the date of this proxy statement, the Board or a committee thereof has not approved specific actions that it will take to mitigate the potential impact of the excise tax imposed on amounts that constitute “excess parachute payments” under Section 280G of the Code on any affected individuals (including Universal’s executive officers).

Other Employment Termination Protections for Current Executive Officers

In addition to termination protections described above, upon an Executive Officer’s termination due to disability, the Executive Officer will receive 100% of the Executive Officer’s monthly salary for one month and then 60% of the Executive Officer’s monthly salary for the next five months under Universal’s disability plan. In addition, upon the Executive Officer’s death, the Executive Officer is eligible to receive proceeds pursuant to Universal’s life insurance policy.

Insurance and Indemnification of Directors and Executive Officers

Pursuant to the Merger Agreement, Parent and Merger Sub agree that all rights to indemnification, advancement of expenses, and exculpation arising from, relating to, or otherwise in respect of, acts or omissions prior to the Effective Time existing as of the Signing Date in favor of each current and former director or officer of Universal or any of its subsidiaries (collectively, together with such person’s heirs, executors or administrators, the “Indemnified Parties”) as provided in the amended and restated certificate of incorporation of

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Universal as in effect as of the Signing Date (the “Universal Charter”) and the bylaws of Universal, as amended as of the Signing Date (the “Universal Bylaws”) or the organizational documents of any of Universal’s subsidiaries, or indemnification agreements between Universal or any of its subsidiaries and any of the Indemnified Parties previously disclosed to Parent, in each case as in effect on the Signing Date, will survive the Transactions and will remain in full force and effect in accordance with their terms, and Parent will cause the Surviving Corporation to comply therewith.

The Merger Agreement provides that, for a period of six years from the Effective Time, the Surviving Corporation will, and Parent will cause the Surviving Corporation to, cause the certificate of incorporation of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses, and exculpation that are at least as favorable to the Indemnified Parties as the indemnification, advancement of expenses, and exculpation provisions set forth in the Universal Charter and the Universal Bylaws. During such six-year period (and for so long as any claim for indemnification remains pending thereafter), such provisions may not be repealed, amended or otherwise modified in any manner except as required by applicable law.

The Merger Agreement provides that, at or prior to the Effective Time, Universal may obtain and fully pay the premium for “tail” directors’ and officers’ liability insurance policies in respect of acts or omissions occurring at or prior to the Effective Time for the period beginning upon the Effective Time and ending six years from the Effective Time, covering each Indemnified Party and containing terms with respect to amount and scope of coverage that are at least as favorable to any Indemnified Party as those of Universal’s directors’ and officers’ liability insurance policies in effect on the Signing Date (the “Existing D&O Policies”). The Merger Agreement limits the maximum aggregate annual premium for such “tail” insurance policies to a maximum of 300% of the aggregate annual premium payable by Universal for coverage pursuant to its most recent renewal under the Existing D&O Policies (the “Maximum Amount”). Parent is obligated under the Merger Agreement to cause any such “tail” insurance policies obtained by Universal to be maintained in full force and effect, for their full term, and cause all obligations thereunder to be honored by Parent and the Surviving Corporation. In the event that Universal does not obtain such “tail” insurance policies, then for the period beginning on the Effective Time and ending six years from the Effective Time, Parent is required by the Merger Agreement to either purchase such “tail” insurance policies or maintain in effect the Existing D&O Policies in respect of acts or omission occurring at or prior to the Effective Time; provided that (i) neither Parent nor the Surviving Corporation will be required to pay an aggregate annual premium for such insurance policies in excess of the Maximum Amount and (ii) if the annual premium of such insurance coverage exceeds such amount, Parent or the Surviving Corporation will be obligated to obtain the maximum amount of coverage available for the Maximum Amount

In the event Parent, the Surviving Corporation or any of their respective successors or assigns: (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in either such case, the Merger Agreement requires that proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in the indemnification and insurance provisions of the Merger Agreement.

The obligations of Parent, Merger Sub, and the Surviving Corporation under the indemnification and insurance provisions of the Merger Agreement will survive the consummation of the Transactions and will not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom such provisions apply without the consent of such affected Indemnified Party. Each of the Indemnified Parties to whom the indemnification and insurance provisions of the Merger Agreement apply are expressly stated in the Merger Agreement to be third-party beneficiaries of such provisions and entitled to enforce any of such provisions.

The obligations of Parent, Merger Sub and the Surviving Corporation under the foregoing indemnification and insurance provisions of the Merger Agreement may not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom these provisions apply without the consent of such affected Indemnified Party.

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For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Indemnification and Insurance.”

Golden Parachute Compensation

The table below sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each named executive officer of Universal that is based on or otherwise relates to the Merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section we use such term to describe the Merger-related compensation payable to the named executive officers of Universal.

The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table, and do not reflect certain compensation actions that may occur before completion of the Merger transaction.

For purposes of calculating such amounts, the following assumptions were used:

For purposes of this disclosure, Universal’s named executive officers are: (a) Dennis M. Oates, (b) Christopher M. Zimmer, (c) Steven V. DiTommaso, (d) Graham McIntosh, (e) Wendel L. Crosby, and (f) John J. Arminas.

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Appraisal Rights

Stockholders of record and beneficial owners of Shares who do not wish to accept the Merger Consideration are entitled to seek appraisal of their Shares under Section 262. Section 262 provides a procedure pursuant to

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which persons who (i) were stockholders of record or beneficial owners of Shares at the time of making a proper demand for appraisal of such stockholders’ or beneficial owners’ Shares before the vote is taken on the proposal to adopt the Merger Agreement, (ii) do not vote (whether in person or by proxy) in favor of the proposal to adopt the Merger Agreement, (iii) continue to hold such Shares through the Effective Time, (iv) perfect their rights to appraisal of their Shares in accordance with Section 262 and (v) do not thereafter withdraw their demand for appraisal or otherwise lose their appraisal rights, will represent the right to receive from the Surviving Corporation the “fair value” of their Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) as determined by the Delaware Court of Chancery, together with interest. These rights are known as “appraisal rights”. As used in this section captioned “Appraisal Rights,” stockholders of record and beneficial owners of Shares are sometimes referred to collectively as “persons” or individually as a “person.”

Stockholders of record and beneficial owners of Shares who are considering demanding appraisal of their Shares should recognize that the “fair value” of their Shares determined under Section 262 could be more than, the same as, or less than, the Merger Consideration. Strict compliance with the procedures set forth in Section 262 is required to properly exercise and perfect appraisal rights. Failure to comply timely and strictly with all of the procedures set forth in Section 262 may result in the failure to properly exercise and perfect appraisal rights or the withdrawal or loss of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, stockholders of record and beneficial owners of Shares wishing to exercise appraisal rights are urged to consult legal counsel before attempting to exercise such rights.

Section 262 requires that where a proposed merger is to be submitted for approval at a meeting of stockholders, the corporation must notify stockholders that appraisal rights will be available not less than 20 days before the meeting to vote on the merger. Such notice must include either a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes notice of such appraisal rights pursuant to Section 262. The required copy of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

The following summary of Section 262 is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to the full text of Section 262. Any person who desires to exercise such person’s appraisal rights should review carefully Section 262 and is urged to consult legal counsel before attempting to exercise such rights. The following summary does not constitute legal or other advice, nor does it constitute a recommendation that persons seek to exercise appraisal rights under Section 262. A person who loses or validly withdraws such person’s appraisal rights will be entitled to receive the Merger Consideration.

PERSONS WHO VOTE, IN PERSON OR BY PROXY, SHARES IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT WILL NOT BE ENTITLED TO EXERCISE APPRAISAL RIGHTS WITH RESPECT TO SUCH SHARES BUT, RATHER, WILL RECEIVE THE MERGER CONSIDERATION.

Under Section 262, if the Merger is consummated, stockholders of record and beneficial owners of Shares who: (i) submit a written demand for appraisal of such persons’ Shares to Universal before the vote is taken on the proposal to adopt the Merger Agreement; (ii) do not submit a proxy with respect to, or otherwise vote, the Shares for which such persons seek appraisal in favor of the proposal to adopt the Merger Agreement; (iii) continue to hold of record or beneficially own such Shares on and from the date of the making of the demand through the Effective Time; and (iv) comply with all other procedures for exercising appraisal rights under Section 262 of the DGCL may be entitled to have such Shares appraised by the Delaware Court of Chancery and to receive, in lieu of the Merger Consideration, payment in cash of the “fair value” of such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount

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determined to be fair value from the Effective Time through the date of payment of the judgment at a rate of 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period, compounded quarterly. At any time before the Delaware Court of Chancery enters judgment in the appraisal proceedings, however, the Surviving Corporation may voluntarily pay to each person entitled to appraisal an amount in cash pursuant to subsection (h) of Section 262, in which case interest will accrue after the time of such payment only on an amount that equals the difference, if any, between the amount so paid and the “fair value” of the Shares as determined by the Delaware Court of Chancery, in addition to any interest accrued prior to the time of such voluntary cash payment, unless paid at such time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Stockholders and beneficial owners wishing to exercise the right to seek an appraisal of their Shares must do ALL of the following:

In addition, a petition commencing an appraisal proceeding must be filed in the Delaware Court of Chancery demanding a determination of the fair value of Shares within 120 days after the Effective Time. This may be undertaken by the Surviving Corporation or any stockholder of record or beneficial owner of Shares who has complied with the foregoing requirements and who is otherwise entitled to appraisal rights. The Surviving Corporation is under no obligation to file any petition and has no intention of doing so.

Because a proxy that is submitted to Universal and does not contain voting instructions will, unless properly revoked prior to the taking of the vote on such proposal, be voted in favor of the proposal to adopt the Merger Agreement, a stockholder of record or beneficial owner who votes by proxy and who wishes to exercise appraisal rights must vote against the proposal to adopt the Merger Agreement or abstain from voting on such proposal.

Written Demand

Any stockholder of record or beneficial owner of Shares wishing to exercise appraisal rights must deliver to Universal, before the taking of the vote on the proposal to adopt the Merger Agreement, a written demand for the appraisal of such person’s Shares, and that person must not vote such Shares or submit a proxy for such Shares in favor of the proposal to adopt of the Merger Agreement that is not revoked prior to the taking of the vote on such proposal. A stockholder of record or beneficial owner of Shares exercising appraisal rights must hold of record or beneficially own such Shares for which appraisal is sought on the date the written demand for appraisal is made and must continue to hold of record or beneficially own such Shares through the Effective Time.

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Because a proxy that is submitted to Universal and does not contain voting instructions will, unless properly revoked prior to the taking of the vote on such proposal, be voted in favor of the proposal to adopt the Merger Agreement, a stockholder or beneficial owner who votes by proxy and who wishes to exercise appraisal rights must vote against the proposal to adopt the Merger Agreement or abstain from voting on such proposal. Therefore, a stockholder of record or beneficial owner of Shares who submits a proxy and who wishes to exercise appraisal rights for such stockholder’s or beneficial owner’s Shares must submit a proxy containing instructions to vote against the proposal to adopt the Merger Agreement or abstain from voting on such proposal, with respect to the Shares for which such stockholder or beneficial owner wishes to exercise appraisal rights. Neither voting against the proposal to adopt the Merger Agreement nor abstaining from voting on such proposal or failing to vote on such proposal will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote against the proposal to adopt the Merger Agreement. A stockholder’s or beneficial owner’s failure to make the written demand prior to the taking of the vote on the proposal to adopt the Merger Agreement results in a loss of such person’s appraisal rights.

In the case of a written demand for appraisal made by a stockholder of record of Shares, the demand must reasonably inform Universal of the identity of the stockholder and that the stockholder intends thereby to demand an appraisal of such stockholder’s Shares. In the case of a written demand for appraisal made by a beneficial owner of Shares, the demand must reasonably identify the record holder of the Shares for which the demand is made, be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of such Shares and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which such beneficial owner consents to receive notices given by the Surviving Corporation under Section 262 and to be set forth on the verified list requires by subsection (f) of Section 262 (as discussed below).

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to Universal Stainless & Alloy Products, Inc., c/o Secretary, 600 Mayer Street, Bridgeville, PA 15017 and may not be submitted by electronic submission. Such written demand must be delivered to and received by Universal before the vote on the proposal to adopt the Merger Agreement.

Any stockholder of record or beneficial owner of Shares who properly has delivered a written demand to Universal pursuant to Section 262 and who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw such stockholder’s or beneficial owner’s demand for appraisal and accept the Merger Consideration by delivering to Universal, as the Surviving Corporation, a written withdrawal of the demand for appraisal. Any such attempt to withdraw the demand made more than 60 days after the Effective Time, however, will require written approval of the Surviving Corporation. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just; provided, however, that this shall not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the Merger Consideration, without interest thereon, less any applicable withholding taxes, within 60 days after the Effective Time. If an appraisal proceeding is commenced and the Surviving Corporation does not approve a request to withdraw a demand for appraisal when that approval is required by Section 262, or, except with respect to any person who withdraws such person’s demand in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a person, the person will be entitled to receive only the appraised value determined in any such appraisal proceeding, which value could be less than, equal to or more than the Merger Consideration.

Notice by the Surviving Corporation

If the Merger is consummated, within 10 days after the Effective Time, the Surviving Corporation will notify each stockholder of record and beneficial owner of Shares who properly delivered a written demand for

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appraisal pursuant to Section 262, and who did not in favor of the proposal to adopt the Merger Agreement, that the Merger has become effective and the Effective Time.

Filing a Petition for Appraisal

Within 120 days after the Effective Time, the Surviving Corporation or any stockholder of record or beneficial owner of Shares who has complied with Section 262 and is otherwise entitled to seek appraisal under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder of record or beneficial owner, demanding a determination of the fair value of the Shares held by all stockholders of record and beneficial owners entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file such a petition, and stockholders of record and beneficial owners of Shares should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the Shares. Accordingly, any stockholders of record or beneficial owners of Shares who desire to have their Shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their Shares within the time and in the manner prescribed in Section 262. If no such petition is filed by the Surviving Corporation or a stockholder of record or beneficial owner of Shares who has demanded appraisal within the period specified in Section 262, appraisal rights will be lost as to all written demands for appraisal previously made by stockholders of record or beneficial owners of Shares.

Within 120 days after the Effective Time, any stockholder of record or beneficial owner of Shares who has complied with the requirements of Section 262 and who is otherwise entitled to appraisal rights thereunder will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of Shares not voted in favor of the proposal to adopt the Merger Agreement and with respect to which Universal has received demands for appraisal, and the aggregate number of stockholders of record or beneficial owners of Shares (provided that where a beneficial owner of Shares makes a demand for appraisal directly, the record holder of such Shares is not considered a separate stockholder of record holding such Shares for purposes of this aggregate number). The Surviving Corporation must provide this statement to the requesting stockholder of record or beneficial owner within 10 days after receipt by the Surviving Corporation of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is duly filed by a stockholder of record or beneficial owner and a copy thereof is served upon Universal, as the Surviving Corporation, the Surviving Corporation will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all persons who have demanded appraisal for their Shares and with whom agreements as to the value of their Shares have not been reached by the Surviving Corporation. Upon the filing of any such petition, the Delaware Court of Chancery may order that notice of the time and place fixed for the hearing on the petition be mailed by the Delaware Register in Chancery to the Surviving Corporation and all of the persons shown on the verified list described above at the addresses stated therein. The costs of these notices will be borne by the Surviving Corporation.

After notice is provided to the applicable persons as required by the Delaware Court of Chancery, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those persons who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the persons who demanded appraisal for their Shares and who hold Shares represented by stock certificates to submit their stock certificates (if any) to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings and, if any person fails to comply with the direction, the Delaware Court of Chancery may dismiss that person from the proceedings.

Because immediately before the consummation of the Merger, Shares will be listed on a national securities exchange, the Delaware Court of Chancery is required by subsection (g) of Section 262 to dismiss the appraisal

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proceedings as to all stockholders of record and beneficial owners of Shares who are otherwise entitled to appraisal rights unless either (i) the total number of Shares entitled to appraisal exceeds 1% of the outstanding Shares eligible for appraisal or (ii) the value of the Merger Consideration for such total number of Shares exceeds $1 million.

Determination of Fair Value

If the Delaware Court of Chancery is not required by subsection (g) of Section 262 to dismiss the appraisal proceedings as to all stockholders of record and beneficial owners of Shares who are otherwise entitled to appraisal right because either (i) the total number of Shares entitled to appraisal exceeds 1% of the outstanding Shares eligible for appraisal or (ii) the value of the Merger Consideration for such total number of Shares exceeds $1 million, then after determining the stockholders of record and beneficial owners entitled to appraisal, the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined to be fair value from the Effective Time through the date of payment of the judgment at a rate of 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period, compounded quarterly. At any time before the Delaware Court of Chancery enters judgment in the appraisal proceedings, however, the Surviving Corporation may pay to each stockholder of record and beneficial owner of Shares entitled to appraisal an amount in cash, in which case such interest will accrue after the time of such payment only on an amount that equals the difference, if any, between the amount so paid and the “fair value” of the Shares as determined by the Delaware Court of Chancery, in addition to any interest accrued prior to the time of such voluntary payment, unless paid at such time.

In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Stockholders of record and beneficial owners considering seeking appraisal should be aware that the fair value of their Shares as so determined by the Delaware Court of Chancery could be more than, the same as, or less than the Merger Consideration to which they would be entitled if they did not seek appraisal of their Shares and that an opinion of an investment banking firm as to the fairness, from a financial point of view, of the consideration payable in a merger is not an opinion as to, and does not in any manner address, fair value under Section 262. No representation is made as to the outcome of the appraisal of fair value of Shares as determined by the Delaware Court of Chancery, and stockholders of record and beneficial owners of Shares should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration. Neither Universal nor Parent anticipates offering more than the Merger Consideration to any person exercising appraisal rights, and each of Universal and Parent reserves the rights to make a voluntary cash

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payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share is less than the Merger Consideration.

The costs of the appraisal proceeding (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and charged upon the parties as the Delaware Court of Chancery deems equitable in the circumstances. Upon application of a stockholder or beneficial owner whose name is set forth on the verified list required by subsection (f) of Section 262 who participated in the appraisal proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may also order that all or a portion of such expenses, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the Shares entitled to be appraised. In the absence of such determination or assessment, each party bears its own expenses.

Failure to Perfect or Loss or Withdrawal of Right to Appraisal

If any person who demands appraisal of such person’s Shares under Section 262 fails to perfect, or effectively loses or withdraws, such person’s right to appraisal, such person’s Shares will be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration, without interest thereon, less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement. If no petition for appraisal is filed within 120 days after the Effective Time, the right to appraisal with respect to all Shares will cease. If a person who has not commenced an appraisal proceeding or joined that proceeding as a named party delivers to the Surviving Corporation an effective written withdrawal of the person’s demand for appraisal and an acceptance of the Merger Consideration, either within 60 days after the Effective Time or thereafter with the written approval of the Surviving Corporation, such person withdraws or effectively loses the right to appraisal. In addition, because immediately before the consummation of the Merger, Shares will be listed on a national securities exchange, the Delaware Court of Chancery is required by subsection (g) of Section 262 to dismiss the appraisal proceedings as to all stockholders of record and beneficial owners who are otherwise entitled to appraisal rights unless either (i) the total number of Shares entitled to appraisal exceeds 1% of the outstanding Shares eligible for appraisal or (ii) the value of the Merger Consideration for such total number of Shares exceeds $1 million.

From and after the Effective Time, no person who has demanded appraisal rights of such person’s Shares will be entitled to vote such Shares for any purpose or to receive payment of dividends or other distributions on the stock, except dividends or other distributions on the person’s Shares, if any, with a record date as of a time prior to the Effective Time.

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of a person’s appraisal rights. Consequently, any person wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

Accounting Treatment

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of certain material U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below). This summary is general in nature and does not purport to be a complete analysis of all potential tax effects of the Merger. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Department regulations promulgated under the Code (the “Treasury Regulations”), published rulings and administrative pronouncements of the Internal Revenue Service (the “IRS”), and judicial decisions,

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all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. This discussion is limited to stockholders who hold their Shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes).

This discussion is for general information only and does not address all of the U.S. federal income tax consequences that may be relevant to stockholders in light of their particular circumstances. For example, this discussion does not address the tax consequences that may be relevant to stockholders who may be subject to special treatment under U.S. federal income tax laws, such as:

If a partnership (including an entity or arrangement, domestic or non-U.S., treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of Shares, then the tax treatment of a partner in such

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partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding Shares and partners therein should consult their tax advisors regarding the consequences of the Merger.

In addition, this summary does not address (i) the tax consequences associated with the Merger under any U.S. federal non-income tax laws, including estate, gift and other tax laws, (ii) the tax considerations associated with the Merger under any state, local or non-U.S. tax laws, (iii) the impact of the alternative minimum tax, the Medicare tax on net investment income, or the special tax accounting rules under Section 451(b) of the Code, (iv) the tax considerations associated with transactions effectuated before or subsequent to or concurrently with the Merger (whether or not any such transactions are consummated in connection with the Merger), including without limitation any transaction in which Shares are acquired, or (v) the tax consequences for holders of options, warrants or similar rights to acquire Shares.

We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of Shares that is for U.S. federal income tax purposes:

For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner of common stock that is not a U.S. Holder nor an entity classified as a partnership for U.S. federal income tax purposes.

U.S. Holders

The receipt of cash by a U.S. Holder in exchange for Shares pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received by such U.S. Holder and the U.S. Holder’s adjusted tax basis in the Shares exchanged pursuant to the Merger. Gain or loss must be determined separately for each block of Shares (that is, Shares acquired at the same cost in a single transaction). A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the Shares. Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such Shares is more than one year at the time of the completion of the Merger. Long-term capital gains of non-corporate taxpayers, including individuals, are currently taxed at preferential U.S. federal income tax rates. The deductibility of capital losses is subject to limitations.

A U.S. Holder may be subject to information reporting and backup withholding (currently, at a rate of 24%) with respect to the cash proceeds received by such U.S. Holder pursuant to the Merger. Backup withholding generally will not apply to a U.S. Holder that furnishes a correct taxpayer identification number on IRS Form W-9 (or a substitute or successor form) and certifies under penalties of perjury that such taxpayer identification number is correct and that such U.S. Holder is not subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against the U.S. Holder’s U.S. federal income tax liability, if any, provided that the U.S. Holder furnishes the required information to the IRS in a timely manner.

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Non-U.S. Holders

Subject to the discussions below regarding backup withholding, any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

A non-U.S. Holder will be subject to information reporting and, in certain circumstances backup withholding (currently, at a rate of 24%) with respect to the cash proceeds received by such non-U.S. Holder pursuant to the Merger, unless such non-U.S. Holder provides the paying agent with an applicable and properly executed IRS Form W-8 certifying under penalties of perjury the holder’s non-U.S. status (and the payor or applicable withholding agent does not have actual knowledge or reason to know that the non-U.S. Holder is a United States person as defined under the Code) or otherwise establishes an exemption. Copies of information returns that are filed with the IRS may be made available under an applicable tax treaty or information exchange agreement to the taxing authorities of the country in which the non-U.S. Holder resides or is established. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against the non-U.S. Holder’s U.S. federal income tax liability, if any, provided that the non-U.S. Holder furnishes the required information to the IRS in a timely manner.

THE FOREGOING DISCUSSION IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERL INCOME TAX CONSEQUENCES RELATING TO THE MERGER. THIS SUMMARY IS FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. IN ADDITION, THIS DISCUSSION DOES NOT ADDRESS TAX CONSEQUENCES WHICH MAY VARY WITH, OR ARE CONTINGENT ON, A HOLDER’S INDIVIDUAL CIRCUMSTANCES. ACCORDINGLY, EACH HOLDER IS URGED TO CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR TAX CONSEQUENCES OF THE MERGER TO SUCH HOLDER IN LIGHT OF SUCH HOLDER’S PARTICULAR CIRCUMSTANCES, INCLUDING THE TAX CONSEQUENCES WITH RESPECT TO ANY NON-INCOME TAX OR FEDERAL, STATE, LOCAL OR NON-U.S. TAX LAWS.

Regulatory Approvals Required for the Merger

HSR Act

The Merger is subject to the provisions of the HSR Act. Under the HSR Act, parties to certain acquisitions must submit Notification and Report Forms to the DOJ and the FTC and observe a statutory waiting period before completing the transaction. The initial waiting period applicable to the Merger is 30 calendar days, unless

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the waiting period is terminated earlier (provided, however, that the FTC has temporarily suspended granting early termination of the initial waiting period). Prior to the expiration of the waiting period, the FTC or DOJ may issue a Request for Additional Information and Documentary Material (a “Second Request”), which would extend the waiting period to 30 calendar days after both parties have certified substantial compliance with such Second Request, unless the waiting period is terminated earlier or otherwise modified by agreement between with the reviewing agency.

At any time before or after consummation of the Merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the DOJ or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of one or both of the parties, requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights, or requiring the parties to agree to other remedies. At any time before or after the completion of the Merger, and notwithstanding the termination or expiration of the waiting period under the HSR Act, a governmental authority in any state or foreign jurisdiction could take such action under the antitrust laws or on other regulatory grounds as it deems necessary or desirable in the public interest. Such action may include seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of one or both of the parties, requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights, or requiring the parties to agree to other remedies. Private parties may also seek to take legal action under the antitrust laws or on other regulatory grounds under certain circumstances, including by seeking to intervene in the regulatory process or litigate to enjoin or overturn regulatory approvals, any of which actions could significantly impede or even preclude obtaining required regulatory approvals. We cannot be certain that a challenge to the Merger will not be made or that, if a challenge is made, we will prevail.

The Merger Agreement provides that, notwithstanding anything to the contrary set forth therein, in no event will Parent or any of its affiliates be required to become subject, consent or agree to, or otherwise take any action with respect to, any divestiture of assets or a business of Parent or any of its affiliates. In addition, in no event will Universal or any of its controlled affiliates be required under the provisions in the Merger Agreement addressing regulatory filings to agree to any material term, condition, obligation, restriction, requirement, limitation, qualification, remedy or other action imposed, required or requested by any governmental entity in connection with its grant of any permits, approvals, waivers, and actions or nonactions with respect to the Transactions, unless such term, condition, obligation, restriction, requirement, limitation, qualification, remedy or other action imposed is binding on Universal or any of its controlled affiliates only in the event that the Closing occurs.

Universal and Parent filed notification and report forms under the HSR Act with the DOJ and the FTC on November 13, 2024.

CFIUS

The DPA authorizes CFIUS to review transactions which could result in control of a U.S. business by a foreign person. CFIUS reviews certain covered transactions that are voluntarily submitted to CFIUS or that are unilaterally reviewed by CFIUS. In general, (x) CFIUS review of a covered transaction noticed to CFIUS with a CFIUS Declaration occurs in a 30-day assessment period and (y) CFIUS review of a covered transaction noticed to CFIUS with a CFIUS Notice occurs in an initial 45-day review period that may be extended by CFIUS for an additional 45-day investigation period. In some cases, the parties may withdraw the CFIUS Notice with CFIUS’s approval and refile it in order to gain more time, in which case, the 45-day review and potential 45-day investigation period may be repeated.

Consummation of the Merger will only be conditioned upon CFIUS Clearance if the parties determine CFIUS Clearance to be necessary or desirable pursuant to the terms of the Merger Agreement. The Merger

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Agreement provides that, with respect to determining whether or not obtaining CFIUS Clearance is necessary or desirable in connection with the Transactions, the parties will:

If, following the submission of a CFIUS Declaration, CFIUS issues written notification to Parent and Universal that CFIUS has completed its assessment of the Transactions and CFIUS has reason to believe the Transactions may raise national security concerns and requests that Parent and Universal file a CFIUS Notice, then, notwithstanding any provisions of the Merger Agreement to the contrary, Parent and Universal will, and will procure that their respective affiliates will, take all actions and do, or cause to be done, all things necessary to obtain CFIUS Clearance, including:

Receipt of “CFIUS Clearance” for purposes of the satisfaction of the related condition of the parties’ obligation to close will mean that (i) CFIUS has issued written notification to Parent and Universal of CFIUS’s determination that (a) none of the Transactions constitutes a “covered transaction” under the DPA; (b) after completing its assessment of a CFIUS Declaration, CFIUS has (I) concluded action under the DPA or (II) determined that CFIUS is unable to conclude action under the DPA on the basis of the CFIUS Declaration

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but is not requesting the submission of a CFIUS Notice; or (c) if a CFIUS Notice has been filed, after completing its review (and, if applicable, any investigation) of the Transactions, CFIUS has concluded action under the DPA without imposing any Burdensome Condition; or (ii) if CFIUS has sent a report to the President of the United States requesting the President’s decision with respect to the Transactions, either (i) the period under the DPA during which the President may announce a decision has expired without any action by the President to suspend or prohibit the Transactions or impose any Burdensome Condition, or (ii) the President has announced a decision not to take any action to suspend or prohibit the Transactions or to impose any Burdensome Condition.

DDTC

Universal is registered with the DDTC as a manufacturer and exporter of “defense articles,” as that term is defined under ITAR. A registrant must notify DDTC at least 60 days in advance of any intended sale or transfer to a foreign person of ownership or control of the registrant.

ITAR does not provide for DDTC to grant consent for a transaction that would result in foreign ownership or control, although DDTC retains the right to invalidate a registration or revoke any approved export licenses, agreements or other authorizations. As the U.S. Department of State is also a CFIUS member agency, it could also raise any issues or concerns about a transaction in the CFIUS process.

Universal submitted the DDTC Notification to DDTC on November 6, 2024, with certain exhibits to the DDTC Notification submitted separately by Parent on the same date, in order to satisfy the 60-day notice requirement under ITAR. The parties are not aware of any circumstances that would lead DDTC to invalidate Universal’s registration, revoke licenses or agreements issued thereunder, or seek redress. Nevertheless, the parties cannot provide assurances that there will not be an issue resulting from the DDTC review.

CMA

There is no obligation to submit a notification to the CMA in respect of the Transactions. However, the CMA may contact the parties of its own initiative to seek further information about the Transactions and determine whether it intends to open a merger investigation under the Enterprise Act 2002.

The parties have agreed that, if, no later than five business days prior to the Closing Date, (i) the CMA has sent an inquiry letter or any other questions to any party in respect of the Transactions; or (ii) the CMA has commenced, or given notice to any party that it intends to commence, a merger investigation in respect of the Transactions, the obligations of the parties to consummate the Transactions shall be conditional upon the CMA confirming in writing to Parent that either: (x) it has no further questions in respect of the Merger (and that it has not otherwise opened or confirmed that it intends to open an investigation into the Merger); or (y) if the CMA opens an investigation, the CMA shall have concluded on terms reasonably satisfactory to Parent that the Merger (and any matter therefrom) will not be subject to a reference (or any matter arising therefrom) under Section 33 of the Enterprise Act 2002.

General

Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained, obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions, restrictions, qualifications, requirements or limitations on the completion of the Merger, including the requirement to divest assets, license or hold separate assets or terminate existing relationships and contractual rights, or agree to other remedies, or require changes to the terms of the Merger Agreement, or that a challenge to the Merger on antitrust grounds or other regulatory grounds will not be made, or if such challenge is made, what the result will be. These conditions or changes could result in the conditions to the Merger not being satisfied. There is currently no way to predict how long it will take to obtain all of the required regulatory approvals or whether such approvals will ultimately be obtained and there may be a substantial period of time between the approval of the proposal to adopt the Merger Agreement by the stockholders and the completion of the Merger.

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Universal and Parent have agreed to use reasonable best efforts to obtain all regulatory approvals required to consummate the Merger and the other transactions contemplated by the Merger Agreement, subject to certain limitations as set forth in the Merger Agreement.

Legal Proceedings

As of the filing of this proxy statement, there were no legal proceedings pending related to the Merger.

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PROPOSAL 1—ADOPTION OF THE MERGER AGREEMENT

The following summary describes the material provisions of the Merger Agreement and the Guarantee. The descriptions of the Merger Agreement and the Guarantee contained in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the full text of the Merger Agreement and the Guarantee, copies of which are annexed to this proxy statement as Annex A and Annex B, respectively, and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, and the Guarantee because this summary may not contain all the information about the Merger Agreement and the Guarantee that is important to you. The rights and obligations of the relevant parties are governed by the express terms of the Merger Agreement and the Guarantee and not by this summary or any other information contained in this proxy statement.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement and the Guarantee (i) were made only for purposes of the Merger Agreement and the Guarantee and as of specific dates; (ii) were made solely for the benefit of the parties to the Merger Agreement and the Guarantee; and (iii) may be subject to important qualifications, limitations and supplemental information agreed to by Universal, Aperam, Parent and Merger Sub in connection with negotiating the terms of the Merger Agreement and the Guarantee and contained in the confidential disclosure schedule to the Merger Agreement. In addition, the representations and warranties have been included in the Merger Agreement for the purpose of allocating contractual risk among Universal, Parent and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to stockholders. Except in the limited circumstances set forth in the Merger Agreement, stockholders are not third-party beneficiaries under the Merger Agreement or the Guarantee and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Universal, Parent or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties contained in the Merger Agreement may change after the date of the Merger Agreement. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of Universal, Parent and Merger Sub, because the parties to the Merger Agreement may take certain actions that are either expressly permitted in the confidential disclosure schedule to the Merger Agreement or as otherwise consented to by the appropriate party to the Merger Agreement, which consent may be given without prior notice to the public. The Merger Agreement and the Guarantee are described below, and are annexed as Annex A and Annex B, respectively, only to provide you with information regarding their respective terms and conditions, and not to provide any other factual information regarding Universal, Parent, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement and the Guarantee should not be read alone, and you should read the information provided elsewhere in this proxy statement and in our filings with the SEC regarding Universal and its business.

Effects of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers

The Merger Agreement provides that, upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL and the Delaware Limited Liability Company Act (the “DLLCA”), at the Effective Time, Merger Sub will be merged with and into Universal. As a result of the Merger, the separate corporate existence of Merger Sub will cease, and Universal will continue as the Surviving Corporation of the Merger and a wholly owned subsidiary of Parent. The Merger will have the effects set forth in the Merger Agreement, the Certificate of Merger (as defined below) and in the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, at the Effective Time, all of the property, rights, privileges and powers of Universal and Merger Sub will vest in the Surviving Corporation, and all of the debts, liabilities and duties of Universal and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

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The Merger Agreement provides that at the Effective Time, the amended and restated certificate of incorporation of Universal as in effect as of immediately prior to the Effective Time will be amended and restated in its entirety to read as set forth in Exhibit A to the Merger Agreement, and, as so amended, will be the certificate of incorporation of the Surviving Corporation, until thereafter amended or restated as provided therein or by applicable law. The Merger Agreement also provides that at the Effective Time, the bylaws of Universal as in effect as of immediately prior to the Effective Time will be the bylaws of the Surviving Corporation, until thereafter amended or restated as provided therein or by applicable law.

The Merger Agreement further provides that the directors and officers of Universal immediately prior to the Effective Time will be the initial directors and officers, respectively, of the Surviving Corporation immediately following the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified; provided that Universal has agreed, upon Parent’s request, to take all actions reasonably necessary prior to the Effective Time to cause the directors and/or officers of the Surviving Corporation as of the Effective Time to consist of individuals designated by Parent.

Closing and Effective Time

Unless the Merger Agreement has been terminated in accordance with its terms, the Closing will take place at the offices of K&L Gates LLP, 210 Sixth Avenue, Pittsburgh, Pennsylvania 15222, at 8:00 a.m. Eastern Time (or, if agreed by the Parties, by conference call and electronic exchange of executed documents) on the fifth business day after the satisfaction or written waiver (where permissible under applicable law) of all of the conditions to Closing set forth in the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Closing (subject to their satisfaction or written waiver (where permissible))), unless another time, date or place is agreed to in writing by Parent and Universal. The date on which the Closing occurs is referred to in the Merger Agreement as the “Closing Date.”

On the Closing Date, or on such other date as Parent and Universal may agree to in writing, Parent, Merger Sub and Universal will cause a certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 264 of the DGCL and Section 18-209 of the DLLCA, and will cause to be executed and filed all other filings required or recordings required under the DGCL and the DLLCA to effectuate the Merger. The Merger will become effective at the time the Certificate of Merger is accepted for filing with the Secretary of State of the State of Delaware or such later date and time as is agreed upon by Parent and Universal and specified in the Certificate of Merger in accordance with the DGCL, such date and time are referred to as the “Effective Time.”

Merger Consideration

Common Stock

At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares (which consist of (i) each Share held by Universal in treasury or by Parent, Merger Sub or any wholly owned subsidiary of Parent (the “Cancelled Shares”) and (ii) the Dissenting Shares) will be canceled and converted automatically into the right to receive the Merger Consideration.

Treatment of Company Stock Options, NED RSUs, Non-Executive RSUs, Executive RSUs and Executive PSUs

The Merger Agreement provides that, at the Effective Time, subject to all applicable federal, state and local tax withholding requirements, the following will occur.

Company Stock Options

Each Company Stock Option with an exercise price per Share less than the Merger Consideration will be cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable tax

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withholdings, equal to the product of (a) the excess, if any, of the Merger Consideration over the exercise price per Share of such Company Stock Option and (b) the total number of Shares subject to such Company Stock Option. Each outstanding Company Stock Option with an exercise price per Share equal to or greater than the Merger Consideration will be cancelled without payment therefor.

Time-Based Restricted Stock Unit Awards

Non-Employee Directors. Each NED RSU that is outstanding immediately prior to the Effective Time will be cancelled and converted into the right to receive an amount in cash equal to the product of (a) the Merger Consideration and (b) the total number of Shares subject to such NED RSU, without interest and subject to applicable tax withholdings.

Current or Former Service Providers. Each Non-Executive RSU that is outstanding immediately prior to the Effective Time will be cancelled and converted into the right to receive an amount in cash equal to the product of (a) the Merger Consideration and (b) the total number of Shares subject to such Former Executive Award, without interest and subject to applicable tax withholdings.

Certain Executives. Each Executive RSU that is outstanding immediately prior to the Effective Time will be cancelled and converted into a cash-settled award representing the right to receive (a) the Merger Consideration with respect to each Share subject to such Executive RSU plus (b) payment in cash of interest, calculated at a rate of 10% per annum, from the Closing Date to the vesting date applicable to such Executive RSU. Following the Merger, the vesting and delivery of a converted award will be accelerated upon an employer-initiated termination of employment other than in the event of the grantee’s Detrimental Conduct, except as otherwise required by applicable tax rules. The converted award otherwise will be subject to the same terms and conditions applicable to the Executive RSU under the 2017 Plan and the applicable award agreement evidencing such grant thereunder, as described below.

Performance-Based Restricted Stock Unit Awards

Each Executive PSU that is outstanding immediately prior to the Effective Time will be converted into a cash-settled award representing the right to receive the Merger Consideration per Share covered thereby, with the number of such converted Executive PSUs earned determined in accordance with the following performance conditions:

Each converted Executive PSU, except as otherwise provided in the Merger Agreement, will be subject to the same terms and conditions applicable to the Executive PSU under the 2017 Plan and the applicable award agreement evidencing such grant thereunder, as described below. Following the Merger, the vesting and delivery of a converted award will be accelerated upon an employer-initiated termination of employment other than in the

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event of the grantee’s Detrimental Conduct, except as otherwise required by applicable tax rules. Vesting will be based on target achievement or actual achievement of performance goals through the date of such termination, except that performance for the 2024 fiscal year will be calculated at maximum performance. The converted award otherwise will be subject to the same terms and conditions applicable to the Executive RSU under the 2017 Plan and the applicable award agreement evidencing such grant thereunder, as described below.

As soon as practicable following the Signing Date, Universal will take all actions with respect to the Universal ESPP that are necessary to provide that (i) subject to the consummation of the Merger, the Universal ESPP will terminate effective immediately prior to the Closing and (ii) if any purchase period is still in effect at the Closing, then the last day of such period will be accelerated to the business day prior to the Closing Date and the final settlement or purchase of shares of Universal common stock thereunder will be made on that day.

Prior to the Effective Time, the Board of Directors (and/or the compensation committee (or equivalent committee) of the Board of Directors) will adopt such resolutions as may reasonably be appropriate or required in its discretion to effectuate the foregoing actions.

Exchange and Payment Procedures

The Merger Agreement requires that, prior to the Effective Time, Parent enter into an agreement in form and substance reasonably acceptable to Universal with a nationally recognized, reputable U.S. bank or trust company (the identity of which shall be subject to the prior approval of Universal (not to be unreasonably withheld, conditioned or delayed)) to act as the paying agent for the holders of Shares entitled to receive the Merger Consideration (the “Paying Agent”).

At or prior to the Effective Time, Parent is required by the Merger Agreement to deposit, or cause to be deposited, with the Paying Agent, for the benefit of the holders of Shares (other than Excluded Shares) cash in an amount sufficient to pay the aggregate Merger Consideration required to be paid in respect of such Shares pursuant to the Merger Agreement (such cash being hereinafter referred to as the “Payment Fund”). The Merger Agreement provides that the Payment Fund will not be used for any other purpose. Until disbursed in accordance with the terms and conditions of the Merger Agreement, the Paying Agent is required by the Merger Agreement to invest the Payment Fund as reasonably directed by Parent; provided that such investments will be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing.

To the extent that there are any losses with respect to any investments of the Payment Fund, or the Payment Fund is diminished for any reason below the amount required to make prompt cash payment of the aggregate Merger Consideration as contemplated by the Merger Agreement, the Merger Agreement requires Parent to promptly replace or restore the cash in the Payment Fund so as to ensure that the Payment Fund is at all times maintained at a level sufficient to make such payments of the Merger Consideration to the holders of Shares in full.

Promptly after the Effective Time (and in any event, within two business days thereafter), Parent and the Surviving Corporation are required by the Merger Agreement to cause the Paying Agent to mail or otherwise provide to each former holder of record (as of immediately prior to the Effective Time) of a certificate or certificates that, immediately prior to the Effective Time, represented outstanding Shares (the “Certificates”) that were converted into the right to receive the Merger Consideration at the Effective Time pursuant to the Merger Agreement (i) a letter of transmittal, which will specify that delivery will be effected, and risk of loss and title to the Certificates (if any) will pass, only upon proper delivery of such Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent, and will be in such form and have such other provisions as are customary and

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reasonably acceptable to Universal and Parent, and (ii) instructions for effecting the surrender of the Certificates (or affidavit of loss in lieu thereof) in exchange for payment of the Merger Consideration.

Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) to the Paying Agent, together with such letter of transmittal, duly executed and in proper form, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate will be entitled under the Merger Agreement to receive in exchange therefor, and Parent is required by the Merger Agreement to cause the Paying Agent to pay and deliver to such holders, in accordance with the letter of transmittal and instructions, as promptly as practicable, cash in an amount (after giving effect to any required tax withholdings) equal to the product of the Merger Consideration for each Share previously represented by such Certificate, and the Certificate so surrendered will be cancelled. Under the Merger Agreement, if the payment of the Merger Consideration is to be made to a person other than the person in whose name the Certificate is registered, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee or other person if the Certificate formerly representing such Share so surrendered is properly endorsed or otherwise in proper form and accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer or other similar taxes have been paid or are not applicable.

Any holder immediately prior to the Effective Time of non-certificated Shares represented by book-entry (“Book-Entry Shares”) will not be required by the Merger Agreement to deliver a Certificate or a letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to the Merger Agreement. Instead, each holder of record (as of immediately prior to the Effective Time) of one or more Book-Entry Shares (other than Excluded Shares) that were converted into the right to receive the Merger Consideration will automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Parent will cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time (and in any event, within two business days thereafter), the Merger Consideration payable for each such Book-Entry Share; provided that, in the event of a significant global disruption of IT services the period for payment of the Merger Consideration with respect to the Book-Entry Shares will be extended to two business days after the restoration of the affected IT services. Payment of the Merger Consideration with respect to Book-Entry Shares will only be made to the person in whose name such Book-Entry Shares are registered.

Until surrendered as contemplated hereby, each Share (other than Excluded Shares) will, from and after the Effective Time, represent only the right to receive the Merger Consideration, without interest thereon, as contemplated by the Merger Agreement. No interest will be paid or will accrue on any amount payable upon due surrender of the Certificates or Book-Entry Shares.

The Merger Consideration issued and paid upon the surrender of the Certificates (or affidavits of loss in lieu thereof) or immediately in the case of the Book-Entry Shares will be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Shares.

Representations and Warranties

The Merger Agreement contains representations and warranties of Universal, Parent and Merger Sub.

Some of the representations and warranties in the Merger Agreement made by Universal are qualified as to “materiality” or “Universal Material Adverse Effect.” For purposes of the Merger Agreement, “Universal Material Adverse Effect” means any fact, circumstance, change, development, condition, event, occurrence or effect that has had, or would reasonably be expected to have, individually or in the aggregate, (a) a material adverse effect on the business, results of operations, assets or condition (financial or otherwise) of Universal and its subsidiaries, taken as a whole or (b) a material adverse effect on, or that prevents or materially delays, the ability of Universal to perform its obligations under, and to consummate the Transactions. However, in the case of clause (a), a Universal Material Adverse Effect shall not be deemed to include any fact, circumstance, change,

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development, condition, event, occurrence or effect to the extent resulting from or arising out of any of the following:

provided that facts, circumstances, changes, developments, conditions, events, occurrences or effects set forth in clauses (i), (ii)(a), (ii)(c), (ii)(d), and (ii)(e) above may be taken into account in determining whether there has been, or would reasonably be expected to be, a Universal Material Adverse Effect to the extent such facts, circumstances, changes, developments, conditions, events, occurrences or effects have a disproportionate adverse effect on Universal and its subsidiaries, taken as a whole, compared to other similarly situated companies that operate in the industries in which Universal and its subsidiaries operate; provided that only the incremental disproportionate adverse effects of such facts, circumstances, changes, developments, conditions, events, occurrences or effects may be taken into account in determining whether there has been, or would reasonably be expected to be, a Universal Material Adverse Effect.

In the Merger Agreement, Universal has made customary representations and warranties to Parent and Merger Sub that are subject, in some cases, (i) to disclosures in any forms, reports, statements, certifications, registration statements, prospectuses, schedules or other documents (including exhibits and other information incorporated by reference therein) filed with or furnished to the SEC by Universal under the Securities Act or the Exchange Act and publicly available via the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system or made available to Parent by 5:00 p.m., New York City time, one business day prior to the Signing Date

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or (ii) specified exceptions and qualifications contained in the Merger Agreement and Universal’s disclosure schedule thereto. These representations and warranties relate to, among other things:

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In the Merger Agreement, Parent and Merger Sub have made customary representations and warranties to Universal that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

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Conduct of Business Pending the Merger

The Merger Agreement provides that, between the Signing Date and the earlier of the Effective Time and the termination of the Merger Agreement in accordance with its terms (the “Pre-Closing Period”), except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as required by applicable law or order, (iii) to the extent necessary to comply with any express terms of a contract made available to Parent on or prior to the Signing Date, (iv) as expressly contemplated by the Merger Agreement, or (v) as set forth in Universal’s disclosure schedule to the Merger Agreement, Universal will, and will cause Universal’s subsidiaries to, use commercially reasonable efforts to: (a) carry on their respective businesses in all material respects in the ordinary course of business, (b) maintain relationships with all persons with whom each of them has material business relationships, (c) keep available the services of its executive officers and specified key employees, (d) maintain working capital at a normalized level consistent with past practice, and (e) maintain inventory levels that are sufficient for Universal’s ordinary business needs consistent with past practice.

During the Pre-Closing Period, except (i) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as required by applicable law or order, (iii) to the extent necessary to comply with any express terms of a contract made available to Parent on or prior to the Signing Date, (iv) as expressly contemplated by the Merger Agreement, or (v) as set forth in Universal’s disclosure schedule thereto, the Merger Agreement provides that Universal will not, and will not permit any Universal subsidiary, to:

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The Merger Agreement provides that nothing contained in the Merger Agreement will give Parent or Merger Sub, directly or indirectly, the right to control or direct the operations of Universal or any of its subsidiaries prior to the Effective Time. Prior to the Effective Time, the Merger Agreement requires Universal to exercise, consistent with and subject to the terms and conditions of the Merger Agreement, complete control and supervision over such matters.

The Merger Agreement also provides that, during the Pre-Closing Period, except (i) as required by applicable law or (ii) as expressly contemplated by the Merger Agreement, (a) Parent will not, and will not permit any of its subsidiaries (including Merger Sub) or affiliates to, (I) amend, repeal or otherwise modify any provision of their respective organizational or governing documents, except for such amendments or modifications as would not materially impair the ability of Parent and Merger Sub to consummate, or would not prevent or materially delay, the consummation of the Transactions, (II) take any action or fail to take any action which is intended to or which would reasonably be expected to, individually or in the aggregate, prevent or materially delay or impede the ability of any of the parties to obtain any necessary approvals or clearances of any governmental entity required for the Transactions, to perform its covenants and agreements under the Merger Agreement or to consummate the Transactions or otherwise prevent or materially delay or impede the consummation of the Transactions or (III) agree to take, make any commitment to take, or adopt any resolutions of its board of managers or sole member (as applicable) or analogous governing body in support of, any of the foregoing; and (b) Parent will not, and will cause its affiliates not to, enter into any transaction or any agreement to effect any transaction which would reasonably be expected to, individually or in the aggregate, prevent or materially delay or impede the ability of any of the parties to obtain any necessary approvals or clearances of any governmental entity required for the Transactions promptly and in any event prior to the Outside Date.

The “No Shop” Period—No Solicitation of Other Offers

For purposes of this proxy statement and the Merger Agreement, subject to certain exceptions contained in the Merger Agreement:

“Acquisition Proposal” means any proposal or offer from any person or group (other than Parent or any of its affiliates) relating to, in a single transaction or series of related transactions:

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Whenever the term “group” is used in the Merger Agreement and in this proxy statement summary of the Merger Agreement, it will have the definition set forth in Rule 13d-3 of the Exchange Act.

“Intervening Event” means a material event, occurrence, development or change in circumstances with respect to Universal and its subsidiaries, taken as a whole, which was unknown to the Board of Directors as of the Signing Date and becomes known to or by the Board of Directors after the Signing Date; provided, however, that in no event will any event, occurrence, development or change in circumstances resulting from or relating to any of the following give rise to an Intervening Event: (i) the receipt of an Acquisition Proposal; (ii) the execution and delivery of the Merger Agreement or the public announcement or pendency of the Transactions, or the performance of the Merger Agreement and the Transactions, the identity of Parent or the pendency or consummation of the Transactions; (iii) any change in the price or trading volume of the Shares or the credit rating of Universal or any of its subsidiaries, in each case, in and of itself; or (iv) the mere fact, in and of itself, that Universal has exceeded or met any projections, forecasts, revenues or earnings predictions or expectations of Universal or any securities analysis for any period ending (or for which revenues or earnings are released) on or after the Signing Date. The exceptions set forth in clauses (iii) and (iv) above will not apply to the underlying causes giving rise to or contributing to any such event, occurrence, development or change in circumstances or prevent any of such underlying causes from being taken into account in determining whether an Intervening Event has occurred.

“Superior Proposal” means any bona fide written Acquisition Proposal made by any person or group (other than Parent and its subsidiaries and affiliates) after the Signing Date that (i) is on terms that the Board of Directors has determined in its good faith judgment (after consultation with Universal’s outside financial advisor and outside legal counsel and after taking into account all the terms and conditions of the Acquisition Proposal) are more favorable to Universal’s stockholders from a financial point of view than the Transactions (including, if applicable, taking into account any revisions to the Merger Agreement made or proposed in writing by Parent in accordance with the Merger Agreement prior to the time of determination) and (ii) the Board of Directors has determined (after consultation with Universal’s outside financial advisor and outside legal counsel) to be reasonably capable of being consummated in accordance with its terms, taking into account all financial, regulatory, legal and other aspects deemed relevant by the Board of Directors (which may include certainty of closing, certainty of financing and the identity of the person making the Acquisition Proposal). For purposes of the definition of “Superior Proposal,” the references to “25%” in the definition of “Acquisition Proposal” will be deemed to be references to “50%.”

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Subject to certain exceptions contained in the Merger Agreement, during the Pre-Closing Period, Universal agreed in the Merger Agreement that it will not, and will cause each Universal subsidiary not to, and will instruct its and their respective Representatives not to, directly or indirectly,

Notwithstanding the foregoing, the Merger Agreement provides that if, prior to the Effective Time, Universal receives a bona fide Acquisition Proposal that the Board of Directors determines in good faith either constitutes a Superior Proposal or would be reasonably expected to lead to a Superior Proposal, and the Board of Directors or a committee thereof determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect to such Acquisition Proposal would be inconsistent with its fiduciary duties under applicable law, Universal may, subject to its compliance with the notification and other applicable requirements set forth in the Merger Agreement, (i) furnish information with respect to Universal to the party making such Acquisition Proposal (including their respective Representatives and prospective equity and debt financing sources) pursuant to a confidentiality agreement that contains terms that are no less restrictive in the aggregate to the counterparty than those contained in the letter agreement regarding Confidential Information and Evaluation Material, dated May 1, 2024, between Aperam and Universal, it being understood that such confidentiality agreement need not contain any standstill or similar provision (an “Acceptable Confidentiality Agreement”) and (ii) engage or participate in discussions or negotiations with such party regarding such Acquisition Proposal. The Merger Agreement requires Universal to provide to Parent any non-public information concerning Universal or its subsidiaries provided by Universal or any of its subsidiaries to any person entering into an Acceptable Confidentiality Agreement that has not been previously provided to Parent prior to or substantially concurrently with the time it is provided to such person. The Merger Agreement provides that actions permitted under foregoing clauses (i) and (ii) will not constitute a Change of Recommendation or otherwise constitute a basis for Parent to terminate the Merger Agreement.

The Merger Agreement provides that Universal may grant a terminate, waive, amend or release any provision of any confidentiality, “standstill” or similar obligation of any person, solely to the extent necessary to allow a confidential Acquisition Proposal to be made to Universal or the Board of Directors (or any committee thereof) so long as (i) the Board of Directors determines in good faith after consultation with its outside legal counsel that failure to take such action would be inconsistent with its fiduciary duties under applicable law and (ii) Universal promptly (and in any event within 24 hours) following the determination by the Board of Directors as required by the foregoing clause (i) notifies Parent of any such termination, waiver, amendment or release.

The Merger Agreement requires Universal to promptly (and in any event within 24 hours) notify Parent in writing if, from and after the Signing Date, (i) any Acquisition Proposal or any inquiry, proposal or offer concerning an Acquisition Proposal is received by Universal, any of Universal’s subsidiaries or any of its or their respective Representatives, indicating (except to the extent prohibited by applicable law or contract in effect as of the Signing Date) the material terms and conditions of any such Acquisition Proposal or (ii) any discussions or negotiations sought to be initiated or continued with Universal or any of its subsidiaries or Representatives

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concerning an Acquisition Proposal has occurred or commenced. Universal is required by the Merger Agreement to keep Parent reasonably informed on a reasonably prompt basis (and in any event within 24 hours of any material development) of the status, discussions or negotiations and details (including with respect to any change in price, any change in the amount or form of consideration, or any other material amendments) of any such Acquisition Proposal or other inquiry, proposal or offer concerning an Acquisition Proposal, and to promptly, and in any event within 24 hours notify Parent of a determination by the Board of Directors (or any committee thereof) that an Acquisition Proposal is a Superior Proposal.

The Board of Directors’ Recommendation; Change of Recommendation

As described above, and subject to the provisions described below, the Board of Directors has recommended that the stockholders vote “FOR” the proposal to adopt the Merger Agreement (the “Company Recommendation”). The Merger Agreement provides that the Board of Directors will not effect a Change of Recommendation (as defined below) except as described below.

Except as expressly set forth in the applicable no solicitation provisions of the Merger Agreement, the Merger Agreement provides that during the Pre-Closing Period, neither the Board of Directors nor any committee thereof will take any of the following actions (each, a “Change of Recommendation”):

The Merger Agreement provides that notwithstanding anything in the Merger Agreement to the contrary, prior to the receipt of the Universal Stockholder Approval, (i) if an Intervening Event occurs and the Board of Directors determines in good faith after consultation with its outside legal counsel that failure to effect a Change of Recommendation in light of such Intervening Event would be inconsistent with its fiduciary duties under applicable law, the Board of Directors may take the actions under clauses (i) or (ii) in the definition of Change of Recommendation, or (ii) if Universal receives, directly or indirectly through one or more of its Representatives, a written, bona fide Acquisition Proposal that did not result from a breach of Universal’s non-solicitation obligations under the Merger Agreement, that the Board of Directors determines in good faith, after consultation with Universal’s outside financial advisor and outside legal counsel, constitutes a Superior Proposal, the Board of Directors may effect a Change of Recommendation and/or terminate the Merger Agreement in order to enter into an Alternative Acquisition Agreement providing for such Superior Proposal, and, in the case of either the foregoing clause (i) or (ii):

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Indemnification and Insurance

The Merger Agreement provides that Parent and Merger Sub agree that all rights to indemnification, advancement of expenses, and exculpation arising from, relating to, or otherwise in respect of, acts or omissions prior to the Effective Time existing as of the Signing Date in favor of each current and former director or officer of Universal or any of its subsidiaries (i.e., the Indemnified Parties) as provided in the Universal Charter and the Universal Bylaws or the organizational documents of any of Universal’s subsidiaries, or indemnification agreements between Universal or any of its subsidiaries and any of the Indemnified Parties previously disclosed to Parent, in each case as in effect on the Signing Date, will survive the Transactions and will remain in full force and effect in accordance with their terms, and Parent will cause the Surviving Corporation to comply therewith.

The Merger Agreement provides that for a period of six years from the Effective Time, the Surviving Corporation will, and Parent will cause the Surviving Corporation to, cause the certificate of incorporation of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses, and exculpation that are at least as favorable to the Indemnified Parties as the indemnification, advancement of expenses, and exculpation provisions set forth in the Universal Charter and the Universal Bylaws as of the Signing Date. During such six-year period (and for so long as any claim for indemnification remains pending thereafter), such provisions may not be repealed, amended or otherwise modified in any manner except as required by applicable law.

At or prior to the Effective Time, the Merger Agreement provides that Universal may obtain and fully pay the premium for “tail” directors’ and officers’ liability insurance policies in respect of acts or omissions occurring at or prior to the Effective Time for the period beginning upon the Effective Time and ending six years from the Effective Time, covering each Indemnified Party and containing terms with respect to amount and scope of coverage that are at least as favorable to any Indemnified Party as those of Universal’s directors’ and officers’ liability insurance policies in effect on the Signing Date (i.e., the Existing D&O Policies). The Merger Agreement limits the maximum aggregate annual premium for such “tail” insurance policies to a maximum of 300% of the aggregate annual premium payable by Universal for coverage pursuant to its most recent renewal under the Existing D&O Policies (i.e., the Maximum Amount). Parent is obligated under the Merger Agreement to cause any such “tail” insurance policies obtained by Universal to be maintained in full force and effect, for their full term, and cause all obligations thereunder to be honored by Parent and the Surviving Corporation. In the event that Universal does not obtain such “tail” insurance policies, then for the period beginning on the Effective

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Time and ending six years from the Effective Time, Parent is required by the Merger Agreement to either purchase such “tail” insurance policies or maintain in effect the Existing D&O Policies in respect of acts or omission occurring at or prior to the Effective Time; provided that (i) neither Parent nor the Surviving Corporation will be required to pay an aggregate annual premium for such insurance policies in excess of the Maximum Amount and (ii) if the annual premium of such insurance coverage exceeds such amount, Parent or the Surviving Corporation will be obligated to obtain the maximum amount of coverage available for the Maximum Amount.

In the event Parent, the Surviving Corporation or any of their respective successors or assigns: (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in either such case, the Merger Agreement requires that proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in the indemnification and insurance provisions of the Merger Agreement.

The obligations of Parent, Merger Sub, and the Surviving Corporation under the indemnification and insurance provisions of the Merger Agreement will survive the consummation of the Transactions and will not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom such provisions apply without the consent of such affected Indemnified Party. Each of the Indemnified Parties to whom the indemnification and insurance provisions of the Merger Agreement apply are expressly stated in the Merger Agreement to be third-party beneficiaries of such provisions and entitled to enforce any of such provisions.

The obligations of Parent, Merger Sub and the Surviving Corporation under the foregoing indemnification and insurance provisions of the Merger Agreement may not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom these provisions apply without the consent of such affected Indemnified Party.

Employee Benefits Matters

The Merger Agreement provides that, after the Effective Time until the first anniversary of the Closing Date, each employee of Universal and its subsidiaries (other than employees whose terms and conditions of employment are governed by a collective bargaining agreement) who remains employed by the Surviving Corporation and its subsidiaries (the “Continuing Employees”) shall receive from Parent, the Surviving Corporation or an affiliate thereof (i) an annual rate of salary or wages that is no less favorable than the annual rate of salary or wages provided to such employee by Universal or its subsidiaries as of immediately prior to the Effective Time, (ii) short-term annual incentive opportunity (excluding any equity or long-term incentive compensation) that is no less favorable in the aggregate than the short-term annual incentive opportunity provided by Universal and its subsidiaries to such employee as of immediately prior to the Effective Time, and (iii) employee benefits (excluding any post-retiree health and welfare benefits, except for severance benefits as addressed below) that are no less favorable in the aggregate than the employee benefits provided by Universal and its subsidiaries to such employee as of immediately prior to the Effective Time.

The Merger Agreement also provides that, after the Effective Time until the first anniversary of the Closing Date, Parent or the Surviving Corporation, as applicable, will provide or cause to be provided, to each Continuing Employee severance payments and benefits that are no less favorable than the severance payments and benefits for which such Continuing Employee was eligible (including under any contract or employee benefit plan or in accordance with Universal’s past practice) immediately prior to the Effective Time. Without limiting the foregoing obligation, after the Effective Time until the first anniversary of the Closing Date, any Continuing Employee who (i) is required by Parent, the Surviving Corporation, or any of their respective affiliates to relocate to a work location that is 50 miles or more from such employee’s work location in effect immediately prior to the Effective Time, (ii) is assigned by Parent, the Surviving Corporation, or any of their respective affiliates to a role or position that is not substantially equivalent or that requires materially different skills or abilities or that results

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in a material reduction in such employee’s authority, duties, responsibilities, and status, in each case, as compared to such employe’s role, position, authority, duties, responsibilities and status as of immediately prior to the Effective Time, or (iii) is assigned by Parent, the Surviving Corporation or any of their respective affiliates to a different work status (full- or part-time) from that in effect as of immediately prior to the Effective Time, shall be entitled to resign, with such resignation treated for all purposes as a termination without cause or otherwise as a termination entitling such employee to receive the severance payments and benefits in accordance with the foregoing severance provisions under the Merger Agreement.

Parent will, or will cause the Surviving Corporation to, provide to each Continuing Employee payment with respect to such employee’s cash incentive opportunity (including any annual bonus under Universal’s Variable Incentive Compensation Plan and any payments under Universal’s profit-sharing programs, as applicable) for Universal’s fiscal year 2024 (if such payment is not made prior to the Effective Time) and, if the Effective Time does not occur prior to December 31, 2024, Universal’s fiscal year 2025, in each case in accordance with the terms of the applicable plans and arrangements therefor and, to the extent not inconsistent with such plans and arrangements, Universal’s past practice.

As of the Effective Time, Parent will, or will cause the Surviving Corporation and any of their respective subsidiaries or any of their respective third-party insurance providers or third-party administrators to, waive all limitations as to any pre-existing condition or waiting periods in its applicable welfare plans with respect to participation and coverage requirements applicable to each Continuing Employee under any welfare plans maintained by Parent, the Surviving Corporation or an affiliate that such employees may be eligible to participate in after the Effective Time and shall credit, or cause to be credited to, each Continuing Employee for any copayments, deductibles, offsets, or similar payments made under any Universal employee benefit plan during the plan year which includes the Closing Date for purposes of satisfying any applicable copayment, deductible, offset or similar requirements under comparable plans of Parent, Surviving Corporation, or any of their respective affiliates. In addition, as of the Effective Time, Parent will, and will cause the Surviving Corporation and any applicable subsidiary thereof to, give Continuing Employees full credit for purposes of eligibility, vesting or arrangements maintained by Parent or an affiliate of Parent in which such employees may be eligible to participate after the Effective Time for such Continuing Employees’ service with Universal or any Affiliate of Universal to the same extent that such service was credited for purposes of any comparable employee benefit plan immediately prior to the Effective Time and in no event shall service prior to the Effective Time be required to be taken into account if such service credit would result in the duplication of benefits with respect to the same period.

From and after the Effective Time, Parent will cause the Surviving Corporation and its subsidiaries to honor all obligations under all Universal employee benefit plans, compensation, retention, and severance arrangements and agreements in accordance with their terms as in effect immediately before the Effective Time, except that such requirement will not conflict with Parent’s and the Surviving Corporation’s obligations with respect to compensation, short-term annual incentive opportunity, employee benefits and severance obligations with respect to the Continuing Employees.

Regulatory Filings

Reasonable Best Efforts

Upon the terms and subject to the conditions set forth in the Merger Agreement, each of the parties agreed to, and to cause its affiliates to, use its respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper, or advisable to consummate and make effective, and to satisfy all conditions to, the Transactions, as expeditiously as reasonably practicable.

Pursuant to the Merger Agreement, notwithstanding anything to the contrary contained in the Merger Agreement, Parent will, and will cause its affiliates to, take any and all steps and actions reasonably necessary to

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avoid or eliminate impediments or objections, if any, that may be asserted with respect to the Transactions under any applicable regulatory laws so as to enable the parties to consummate the Transactions as promptly as practicable, but in no event later than the Outside Date, including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divesture, licensing or disposition of any of the assets, properties or businesses of Universal’s subsidiaries, (ii) accepting any operational limitations or otherwise taking or committing to take any actions that after the Effective Time would limit the freedom of action of Parent or any of its affiliates with respect to, or its or their ability to retain, one or more of the businesses, product lines or assets of Parent or any of its subsidiaries, or the assets, properties or businesses of Universal and its subsidiaries, or (iii) entering into such other arrangements, in each case as may be necessary or advisable in order to avoid the entry of, the commencement of litigation seeking the entry of, or to effect the lifting or dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Effective Time; provided that in no event will Parent be required to take or agree or commit to any action that would, in the reasonable good faith judgment of Parent, be reasonably likely to give rise to any conditions or restrictions required to obtain CFIUS Clearance and/or clearance under any other regulatory law that would be reasonably expected, individually or in the aggregate, to have a material adverse effect on Parent’s rights of ownership in, or ability to conduct the business of, Universal and its subsidiaries (a “Burdensome Condition”).

The Merger Agreement provides that notwithstanding anything to the contrary contained in the Merger Agreement, in no event will Parent or any of its affiliates be required to become subject, consent or agree to, or otherwise take any action with respect to, any divestiture of assets or a business of Parent or any of its affiliates. In addition, Parent is required by the Merger Agreement to defend through litigation on the merits any claim asserted in court, or in an administrative hearing before a governmental entity, by any party, in order to avoid entry of, or to have vacated or terminated, any order that would restrain, prevent, or delay the consummation of the Transactions. The Merger Agreement provides that in no event shall Universal or any of its controlled affiliates be required, under the provisions in the Merger Agreement addressing regulatory filings, to agree to any material term, condition, obligation, restriction, requirement, limitation, qualification, remedy or other action imposed, required or requested by any governmental entity in connection with its grant of any permits, approvals, waivers, and actions or nonactions with respect to the Transactions, unless such term, condition, obligation, restriction, requirement, limitation, qualification, remedy or other action imposed is binding on Universal or any of its controlled affiliates only in the event that the Closing occurs.

Under the Merger Agreement, subject to certain limitations set forth in the Merger Agreement, each of the parties is required to use its reasonable best efforts to: (i) cooperate in all respects with each other in connection with any filing or submission with a governmental entity in connection with the Transactions and in connection with any investigation or other inquiry by or before a governmental entity relating to the Transactions, (ii) supply the other party or parties, as the case may be, with any information that may be required by such other party or parties in order to effectuate the taking of such actions, (iii) promptly inform the other party or parties, as the case may be, of any communication from any governmental entity regarding any of the Transactions and, upon request, provide copies of any written communications, correspondence and filings with, any governmental entity, and (iv) consult and cooperate with, and consider in good faith the views of, one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with proceedings under the HSR Act or the regulatory laws of any other governmental entity. If the parties receive a request for additional information or documentary material from any governmental entity with respect to the Transactions, then each party is required by the Merger Agreement to use its reasonable best efforts to make, or cause to be made, after consultation with the other party or parties, as the case may be, an appropriate response in compliance with such request as soon as reasonably practicable and in any event so as to allow the closing of the Transactions prior to the Outside Date. Neither Parent nor Universal is permitted by the Merger Agreement to participate independently in any meeting with a governmental entity without providing reasonable advance notice to the other party and an opportunity to attend and participate in such meeting. The Merger Agreement provides that notwithstanding anything in the Merger Agreement to the contrary, Parent will, on behalf of the parties, control and lead all communications and strategy

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relating to any process with any governmental entity which relate to the Transactions, except that Parent will consult with, and consider in good faith the views of, Universal with respect to such communications and strategy. The Merger Agreement also provides that Universal will not commit to or agree (or permit any of its affiliates to commit to or agree) with any governmental entity to stay, toll, or extend any applicable waiting period or review period under the HSR Act or other applicable regulatory laws or refrain from closing the Transactions without the prior written consent of Parent.

In addition, the parties are required by the Merger Agreement to provide, or cause to be provided, as promptly as reasonably practicable, to governmental entities with jurisdiction over the regulatory laws, information and documents requested by any such governmental entities as necessary, proper, or advisable to permit consummation of the Transactions, including preparing and filing any notification and report form and related material required under the HSR Act, the DDTC Notification, a CFIUS Declaration and/or CFIUS Notice if deemed necessary or desirable by the parties, and any additional consents and filings required under any other regulatory laws as promptly as practicable following the Signing Date, except that the filing under the HSR Act will be made within 20 business days of the Signing Date. If any changes in the applicable regulations under the HSR Act that may impact the content or preparation of the filing under the HSR Act become effective between the Signing Date and the date of filing pursuant to the HSR Act, the parties are required by the Merger Agreement to instead file or cause to be filed any required filings under the HSR Act as promptly as reasonably practicable after such changes become effective. The Merger Agreement provides that the parties will thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under the HSR Act or any other applicable regulatory law. The parties are also required by the Merger Agreement to take such actions as are necessary or advisable to obtain prompt approval of the consummation of the Transactions by any governmental entity or expiration of any applicable waiting periods. Parent acknowledges and agrees in the Merger Agreement that it shall pay and shall be solely responsible for all filing fees under the HSR Act and any additional consents and filings required under any other regulatory laws.

United Kingdom Competition and Markets Authority

The Merger Agreement provides that, if, no later than five business days prior to the Closing Date, (i) the CMA has sent an inquiry letter or any other questions to any party in respect of the Transactions; or (ii) the CMA has commenced, or given notice to any party that it intends to commence, a merger investigation in respect of the Transactions, the obligations of the parties to consummate the Transactions shall be conditional upon the CMA confirming in writing to Parent that either: (x) it has no further questions in respect of the Merger (and that it has not otherwise opened or confirmed that it intends to open an investigation into the Merger); or (y) if the CMA opens an investigation, the CMA shall have concluded on terms reasonably satisfactory to Parent that the Merger (and any matter therefrom) will not be subject to a reference (or any matter arising therefrom) under Section 33 of the Enterprise Act 2002.

Committee on Foreign Investment in the United States

With respect to determining whether or not obtaining CFIUS Clearance is necessary or desirable in connection with the Transactions, the parties are required by the Merger Agreement to:

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The Merger Agreement provides that, if CFIUS shall have issued written notification to Parent and Universal that CFIUS has completed its assessment of the Transactions and CFIUS has reason to believe the Transactions may raise national security concerns and requests that Parent and Universal file a CFIUS Notice, and notwithstanding any provisions of the Merger Agreement to the contrary, Parent and Universal will, and will procure that their respective affiliates will, take all actions and do, or cause to be done, all things necessary to obtain CFIUS Clearance, including:

Parent and Universal are required by the Merger Agreement to cooperate in all respects and consult with the other party in connection with obtaining CFIUS Clearance, including by (i) allowing the other party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly informing each of the other party of any substantive communication received by such party from, or given by such party to, CFIUS, by promptly providing copies to the other party of any such written communications, except as (a) prohibited by any applicable law, (y) requested by CFIUS to remain confidential from each such other party, or (b) exempt from disclosure to the other party pursuant to other provisions of the Merger Agreement; and (iii) permit each such other party a reasonable opportunity to review in advance any substantive communication that it gives to, and consult with each other in advance of any meeting, scheduled substantive phone call, or conference with CFIUS.

Other Covenants

Stockholders Meeting

The Merger Agreement provides that Universal will use its reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of the Merger Agreement, and to take all other actions necessary or advisable to secure the affirmative vote of the holders of a majority of all outstanding shares of Universal common stock to adopt the Merger Agreement (i.e., the Universal Stockholder Approval). Without limiting the generality of the foregoing, if, at the time of the originally scheduled date of the duly convened meeting of the

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stockholders of Universal called to obtain the Universal Stockholder Approval, or any valid adjournment or postponement thereof made in accordance with the Merger Agreement (the “Universal Stockholders’ Meeting”), a quorum has not been established or Universal has not received proxies representing a sufficient number of Shares for the Universal Stockholder Approval, then the Merger Agreement provides that Universal shall, at the request of Parent (to the extent permitted by law), adjourn the Universal Stockholders’ Meeting to a date specified by Parent; provided that Universal shall not be required to adjourn the Universal Stockholders’ Meeting more than two times or for more than 20 business days in the aggregate from the originally scheduled date of the Universal Stockholders’ Meeting. Without the prior written consent of Parent, the adoption of the Merger Agreement and the matters related to the Merger Agreement and the Transactions are required by the Merger Agreement to be the only matters that Universal will propose to be acted on by the Universal stockholders at the Universal Stockholders’ Meeting. Under the Merger Agreement, Universal agrees that, unless the Merger Agreement shall have been validly terminated in accordance the terms thereof, Universal’s obligations to hold the Universal Stockholders’ Meeting will not be affected by the commencement, public proposal, public disclosure or communication to Universal of any Acquisition Proposal or by any Change of Recommendation.

Transaction Litigation

During the Pre-Closing Period, in the event that any action is brought by any Universal stockholder against Universal or any of its directors or officers arising out of or relating to the Merger Agreement or the Transactions (“Transaction Litigation”), the Merger Agreement requires Universal to, promptly (and in any event within 24 hours) after receiving notice of any such Transaction Litigation, notify Parent of such Transaction Litigation and to keep Parent reasonably and promptly informed with respect to the status thereof. Universal is required by the Merger Agreement to give Parent reasonable opportunity to participate in the defense (at Parent’s sole cost and subject to a joint defense agreement) of such Transaction Litigation. Without limiting the preceding sentence, the Merger Agreement provides that Universal will give Parent the right to review and comment on all material filings or responses to be made by Universal in connection with any such Transaction Litigation, and the right to consult on any settlement with respect to such Transaction Litigation, and Universal will in good faith take such comments into account, and no such settlement shall be agreed to without Parent’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed).

Material Contract Consents

The Merger Agreement provides that prior to Closing, Universal shall, and shall cause its subsidiaries to, use reasonable best efforts to obtain, as soon as reasonably practicable following the date on which the Universal Stockholder Approval has been obtained, and in any event prior to the Closing, all notifications, waivers, permissions, consents, agreements or authorizations required from a person under the contracts of Universal and its subsidiaries mutually identified by the parties (a “Material Contract Consent”); provided that in no event will Universal or any of its subsidiaries be required to pay prior to the Effective Time any fee, penalty or other consideration to any third party to obtain any such Material Contract Consent, except (i) as may be expressly required by the terms of the applicable contract with such third party providing for such Material Contract Consent or (ii) for de minimis administrative fees.

Repayment of Indebtedness

If requested by Parent within 30 days after the Signing Date, the Merger Agreement requires Universal, prior to the Closing, to use its commercially reasonable efforts to deliver to Parent duly executed payoff letters from the holder(s) of certain existing indebtedness of Universal and its subsidiaries identified by the parties that is outstanding as of immediately prior to the Closing (the “Closing Date Indebtedness”) in form and substance reasonably satisfactory to Parent (collectively, the “Payoff Letters”). Each such Payoff Letter is required by the Merger Agreement to (i) state the aggregate amount required to satisfy in full all principal, interest, prepayment premiums, and any other monetary obligations due and payable as of immediately prior to the Closing under the applicable agreement representing such Closing Date Indebtedness (the “Closing Date Loan Agreements”) with

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respect to which such Payoff Letter is being delivered (the “Payoff Amount”) and (ii) provide that upon receipt by the holders of the Closing Date Indebtedness of the Payoff Amount in the accordance with such Payoff Letter (a) all liens (if any) securing the obligations under the applicable Closing Date Loan Agreement or under any related loan document shall be automatically released and terminated, and (b) provide for the filing of any statements or other documents terminating such liens. If Parent requests Universal to deliver the Payoff Letters, at the Closing, Parent is required by the Merger Agreement to repay, or cause to be repaid, on behalf of Universal and its subsidiaries, the Payoff Amount(s) required to be paid at Closing in accordance with the terms of each applicable Payoff Letter.

Conditions to the Merger

The respective obligations of Parent, Merger Sub and Universal to consummate the Merger are subject to the satisfaction or written waiver (where permissible under applicable law) at or prior to the Closing of the following conditions:

Additionally, the obligations of Parent and Merger Sub to consummate the Merger are further subject to the satisfaction or waiver (where permissible under applicable law) on or prior to the Closing of the following additional conditions:

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The obligations of Universal to consummate the Merger are subject to the satisfaction or waiver (where permissible under applicable law) on or prior to the Closing of the following additional conditions:

Termination of the Merger Agreement

The Merger Agreement may be terminated and the Transactions may be abandoned at any time prior to the Effective Time by the parties as follows (the date of any such termination, the “Termination Date”):

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Universal Termination Fee

Pursuant to the Merger Agreement, upon the occurrence of any of the following events, Universal must pay to Parent the amount of $14.8 million, which payment must be made by wire transfer of immediately available funds within the time periods set forth below:

For purposes of the Merger Agreement, the term “Willful Breach” means (a) with respect to any breach of a representation or warranty contained in the Merger Agreement, a material breach of such representation or warranty that has been made with the knowledge of the breaching party and (b) with respect to any breaches or failures to perform any of the covenants or other agreements contained in the Merger Agreement, a material breach, or failure to perform, that is a consequence of an act or omission undertaken by the breaching party with the knowledge that the taking of, or failure to take, such act would or would be reasonably expected to cause a material breach of the Merger Agreement.

The Merger Agreement provides that the payment of the Universal Termination Fee pursuant to the terms of the Merger Agreement constitutes the sole and exclusive remedy of the other parties for any damages suffered as a result of the failure of the Transactions to be consummated.

Costs and Expenses

Subject to certain exceptions contained in the Merger Agreement, whether or not the Transactions are consummated, all costs and expenses incurred in connection with the Merger Agreement and the Transactions are required by the Merger Agreement to be paid by the party incurring such expense.

Specific Performance

Each of the parties to the Merger Agreement agreed that irreparable damage, for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties do not perform the provisions of the Merger Agreement (including failing to take such actions as are required of them in order to consummate the Transactions) in accordance with its specified terms or otherwise breach or threaten to breach such provisions. Each party to the Merger Agreement agreed that the parties will be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement. Without limiting the foregoing, each party to the Merger Agreement agreed that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (i) there is adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or in equity.

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Amendment

The Merger Agreement provides that, subject to applicable law, it may be amended, modified or supplemented by written agreement of the parties at any time prior to the Effective Time; provided, that, after receipt of the Universal Stockholder Approval, no amendment may be made to the Merger Agreement that reduces the Merger Consideration, changes the type of consideration into which each Share shall be converted upon consummation of the Merger or that would otherwise require the approval of the Universal stockholders under applicable law.

Governing Law

The Merger Agreement is governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any applicable principles of conflict of laws that would cause the laws of any jurisdiction other than the State of Delaware to otherwise govern the Merger Agreement.

Aperam Guarantee

Concurrently with the execution of the Merger Agreement, Aperam executed and delivered the Guarantee in favor of Universal, pursuant to which Aperam has agreed to unconditionally and irrevocably guarantee any and all payment obligations of Parent and Merger Sub under the Merger Agreement, including, without limitation, the payment of the aggregate Merger Consideration, all fees and expenses reasonably expected to be incurred by Parent, Merger Sub and the Surviving Corporation in connection with the transactions contemplated by the Merger Agreement, and any damages payable for common law fraud as determined pursuant to the laws of the State of Delaware or Willful Breach of Parent or Merger Sub, in each case subject to the terms and conditions set forth in the Merger Agreement and the Guarantee.

The Board of Directors unanimously recommends, on behalf of Universal,

that you vote “FOR” this proposal.

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PROPOSAL 2—THE COMPENSATION PROPOSAL

Under Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, Universal is required to submit a proposal to our stockholders to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to certain named executive officers of Universal that is based on or otherwise relates to the Merger Agreement and the Transactions contemplated by the Merger Agreement. This compensation is summarized above. The Board encourages you to review carefully the named executive officer Merger-related compensation information disclosed in this proxy statement. Accordingly, Universal is asking you to approve the following resolution:

“RESOLVED, that the stockholders of Universal approve, on an advisory (non-binding) basis, the compensation that will or may be paid or become payable to Universal’s named executive officers that is based on or otherwise relates to the Merger Agreement and the Transactions contemplated by the Merger Agreement as disclosed pursuant to Item 402(t) of Regulation S-K above.”

The vote on this Compensation Proposal is a vote separate and apart from the vote on the proposal to adopt the Merger Agreement or the Adjournment Proposal. Approval of the Compensation Proposal is not a condition to the completion of the Merger. Accordingly, you may vote to approve the proposal to adopt the Merger Agreement and vote not to approve this Compensation Proposal and vice versa. Because the vote on the Compensation Proposal is advisory only, it will not be binding on Universal. Accordingly, if the Merger Agreement is adopted and the Merger is completed, the amounts payable under the Compensation Proposal will or may be paid or become payable to Universal’s named executive officers in accordance with the terms and conditions of the applicable agreements, subject only to the conditions applicable thereto, regardless of the outcome of the stockholders’ vote on this Compensation Proposal.

Vote Required and Board Recommendation

Approval, on an advisory (non-binding) basis, of the Compensation Proposal requires the approval of the holders of a majority of the Shares present virtually or by proxy at the Special Meeting.

If you are a stockholder of record and your Shares are present at the Special Meeting but are not voted on the Compensation Proposal, or if you have given a proxy and abstained on the Compensation Proposal, this will have the same effect as if you voted “AGAINST” approval of the Compensation Proposal. If you are a stockholder of record and fail to submit a proxy or to attend the Special Meeting virtually, the Shares of record held by you will not be counted in respect of, and will not have an effect on, the Compensation Proposal. If you fail to instruct your broker with respect to the Shares beneficially owned by you, the Shares beneficially owned by you will not be counted in respect of, and will not have an effect on, the Compensation Proposal.

The Board unanimously recommends, on behalf of Universal,

that you vote “FOR” the approval, on an advisory (non-binding) basis, of this proposal.

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PROPOSAL 3—THE ADJOURNMENT PROPOSAL

We are asking you to approve a proposal to adjourn the Special Meeting to a later date or dates if the chairman of the Special Meeting determines that it is necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the proposal to adopt the Merger Agreement at the time of the Special Meeting. If the chairman of the Special Meeting determines that it is necessary or appropriate, we will ask our stockholders to vote only on this Adjournment Proposal and not to vote on the proposal to adopt the Merger Agreement or the approval, on an advisory (non-binding) basis, of the Compensation Proposal.

If stockholders approve the Adjournment Proposal, we could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies, including soliciting proxies from stockholders who have previously returned properly executed proxies voting against the approval of the proposal to adopt the Merger Agreement. Among other things, approval of the Adjournment Proposal could mean that, even if we had received proxies representing an insufficient number of votes in favor of the approval of the proposal to adopt the Merger Agreement such that the proposal to adopt the Merger Agreement would be defeated if presented for a vote at the Special Meeting, we could adjourn the Special Meeting without a vote on the proposal to adopt the Merger Agreement and seek to solicit more votes in favor of the proposal to adopt the Merger Agreement. Additionally, we may seek to adjourn the Special Meeting if a quorum is not present or otherwise at the discretion of the chairman of the Special Meeting.

Approval of the Adjournment Proposal requires the approval of the holders of a majority of the Shares present virtually or represented by proxy at the Special Meeting.

If you are a stockholder of record and your Shares are present at the Special Meeting but are not voted on the Adjournment Proposal, or if you have given a proxy and abstained on the Adjournment Proposal, this will have the same effect as if you voted “AGAINST” approval of the Adjournment Proposal. If you are a stockholder of record and fail to submit a proxy or to attend the Special Meeting virtually, the Shares of record held by you will not be counted in respect of, and will not have an effect on, the Adjournment Proposal. If you fail to instruct your broker with respect to the Shares beneficially owned by you, the Shares beneficially owned by you will not be counted in respect of, and will not have an effect on, the Adjournment Proposal.

The Board of Directors unanimously recommends, on behalf of Universal,

that you vote “FOR” this proposal.

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MARKET PRICE AND DIVIDEND DATA

Our common stock is listed on Nasdaq under the symbol “USAP.” As of     , 2024, there were     Shares outstanding held by approximately    stockholders of record. The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners, but whose Shares are held in street name by banks, brokers and other nominees.

On     , 2024, the latest practicable trading day before the printing of this proxy statement, the closing price for Universal’s common stock on Nasdaq was $     per Share. You are encouraged to obtain current market quotations for our common stock.

Following the Merger, there will be no further market for our common stock, and it will be delisted from Nasdaq and deregistered under the Exchange Act. As a result, following the Merger and the deregistration of our common stock under the Exchange Act, we will no longer file periodic reports under the Exchange Act with the SEC.

We have never declared or paid any cash dividends on our common stock. In the event that the Merger is not consummated, our payment of any future dividends would be at the discretion of our Board of Directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects, and other factors our Board of Directors may deem relevant.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth, as of November 12, 2024, information regarding beneficial ownership of our common stock by:

The number of Shares beneficially owned by each person is determined under the rules of the SEC. Under these rules, beneficial ownership includes any Shares as to which the individual has sole or shared voting power or investment power and also any Shares that the individual has the right to acquire by January 11, 2025 (60 days after November 12, 2024) through the exercise or conversion of a security or other right. Unless otherwise indicated, each person has sole investment and voting power, or shares such power with a family member, with respect to the Shares set forth in the following table. The inclusion in this table of any Shares deemed beneficially owned does not constitute an admission of beneficial ownership of those Shares for any other purpose.

Our calculation of the percentage of beneficial ownership is based on 9,342,866 Shares outstanding as of November 12, 2024.

Except as otherwise noted below, the address for each person or entity listed in the table is c/o Universal Stainless & Alloy Products, Inc., 600 Mayer Street, Bridgeville, Pennsylvania 15017.

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OTHER MATTERS

The sole business that may be considered at the Special Meeting are the matters set forth in the Notice of Special Meeting accompanying this proxy statement.

Future Stockholder Proposals

If the Merger is completed, we will have no public stockholders and there will be no public participation in any future meetings of stockholders. However, if the Merger is not completed, stockholders will continue to be entitled to attend and participate in stockholder meetings.

Universal will hold a regular annual meeting of its stockholders in 2025 only if the Merger is not completed by then.

Stockholder Proposals for 2025 Annual Meeting of Stockholders

In the event that Universal holds a 2025 Annual Meeting of Stockholders, a stockholder may present proper proposals for inclusion in our proxy statement and for consideration at the 2025 Annual Meeting of Stockholders by submitting their proposals in writing to our Secretary in a timely manner. Under Rule 14a-8 of the Exchange Act, proposals of stockholders intended to be presented at the 2025 Annual Meeting of Stockholders must be received no later than December 11, 2024 for inclusion in the proxy statement and proxy card for that meeting.

The Company’s Third Amended and Restated Bylaws provide that in order for business (other than the nomination of directors) to be properly brought before an annual meeting by a stockholder other than pursuant to Rule 14a-8 of the Exchange Act, the stockholder must give timely notice thereof in writing to the Company’s Secretary. For such notice relating to stockholder proposals other than director nominations to be timely with respect to the 2025 Annual Meeting, the notices must be in writing and must be delivered or mailed by certified mail to the Secretary of the Company and received at the principal offices of the Company, not more than one hundred twenty (120) days prior to the first anniversary of the 2024 Annual Meeting of Stockholders and not less than ninety (90) days prior to the first anniversary of the 2024 Annual Meeting; provided, however, that in the event that the date of the 2025 Annual Meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the stockholder must be received no earlier than the one hundred twentieth (120th) day prior to the date of the 2024 Annual Meeting and not later than the close of business on the ninetieth (90th) day prior to the date of the 2024 Annual Meeting or, if the first public announcement of the date of such advanced or delayed 2025 Annual Meeting is less than 100 days prior to the date of the 2025 Annual Meeting, the tenth day following the day on which public announcement of the date of the 2025 Annual Meeting is first made.

Advance written notice of a proposed director nomination by a stockholder at the 2025 Annual Meeting must be received by the Company’s Secretary by certified mail at the principal executive offices of the Company no later than ninety (90) days prior to the anniversary of the 2024 Annual Meeting, or, if the 2025 Annual Meeting is held more than seventy (70) days prior to the anniversary of the 2024 Annual Meeting, the close of business on the tenth day following the date on which notice of the 2025 Annual Meeting is first given to the stockholders.

In addition to satisfying the deadlines in the advance notice provisions of the Company’s Third Amended and Restated Bylaws, to comply with the universal proxy rules, if a stockholder intends to solicit proxies in support of nominees submitted under these advance notice provisions, then the stockholder must provide proper written notice that sets forth all information required under Rule 14a-19 of the Exchange Act to the Company no later than March 9, 2025 (or, if the 2025 Annual Meeting of Stockholders is called for a date that is more than 30 days before or more than 30 days after the anniversary of the prior year’s annual meeting, then notice must be provided by the later of 60 days prior to the 2025 Annual Meeting of Stockholders or the 10th day following the date on which announcement of the 2025 Annual Meeting of Stockholders was first made by the Company). The

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notice requirement under Rule 14a-19 of the Exchange Act is in addition to the applicable advance notice requirements under the Company’s Third Amended and Restated Bylaws as described above. If a stockholder presents a proposal at an Annual Meeting, other than through inclusion of such proposal in the Company’s proxy materials for that meeting, management proxies may use their discretionary voting authority with respect to such proposal to vote any share with respect to which a valid proxy is submitted.

Householding

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single copy of the proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

A single copy of the proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate copy of proxy materials, please notify your broker, bank or other nominee or Universal. Direct your written request to our Secretary at Universal Stainless & Alloy Products, Inc., 600 Mayer Street, Bridgeville, PA 15017, or by telephone at (412) 257-7600. Upon receipt of any such request, we will promptly deliver a copy of this proxy statement to you. Stockholders who currently receive multiple copies of the proxy materials at their addresses and would like to request “householding” of their communications should contact their broker, bank or other nominee.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public at the SEC website at www.sec.gov. You also may obtain free copies of the documents we file with the SEC, including this proxy statement, by going to the investor relations section of our website at https://investors.univstainless.com/. Our website address is provided as an inactive textual reference only. The information provided on, or accessible through, our website is not part of this proxy statement, and therefore is not incorporated herein by reference.

The SEC allows us to “incorporate by reference” information into this proxy statement, which means that we can disclose important information to you by referring you to other documents filed separately with the SEC. The information incorporated by reference is deemed to be part of this proxy statement, except for any information superseded by information in this proxy statement or incorporated by reference subsequent to the date of this proxy statement. This proxy statement incorporates by reference the documents set forth below that we have previously filed with the SEC.

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We also incorporate by reference into this proxy statement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (in each case, other than those documents or the portions of those documents not deemed to be filed) between the date of this proxy statement and the earlier of the date of the Special Meeting or the termination of the Merger Agreement. These documents include periodic reports, such as Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as Current Reports on Form 8-K and proxy soliciting materials.

Notwithstanding the foregoing, we will not incorporate by reference into this proxy statement any documents or portions thereof that are not deemed “filed” with the SEC, including information furnished under Item 2.02 or Item 7.01 or otherwise of any Current Report on Form 8-K, including related exhibits, after the date of this proxy statement unless, and except to the extent, specified in such Current Report.

We will furnish without charge to each person, including any beneficial owner, to whom this proxy statement is delivered, on written or oral request, a copy of any or all of the documents incorporated by reference in this proxy statement, including exhibits to these documents. You should direct any requests for documents to Universal Stainless & Alloy Products, Inc., 600 Mayer Street, Bridgeville, PA 15017, Attention: Secretary or telephoning us at (412) 257-7600. If you would like to request documents from us, please do so as soon as possible, to receive them before the Special Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt method, within one business day of us receiving your request. You may also access the documents incorporated by reference in this prospectus through the investor relations section of our website at https://investors.univstainless.com/. Except for the specific incorporated documents listed above, no information available on or through our website shall be deemed to be incorporated in this proxy statement.

If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your Shares, please contact our proxy solicitor:

INNISFREE M&A INCORPORATED

501 Madison Avenue, 20th Floor

New York, New York 10022

Shareholders may call toll-free: (877) 750-8269

Banks and brokers may call collect: (212) 750-5833

MISCELLANEOUS

We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement, the annexes to this proxy statement, any amendments or supplements to this proxy statement, and the documents that we incorporate by reference into this proxy statement. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This proxy statement is dated      , 2024. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date (or as of an earlier date if so indicated in this proxy statement), and the mailing of this proxy statement to stockholders does not create any implication to the contrary. This proxy statement does not constitute a solicitation of a proxy in any jurisdiction where, or to or from any person to whom, it is unlawful to make a proxy solicitation.

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ANNEX A

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.,

APERAM US HOLDCO LLC,

AND

APERAM US ABSOLUTE LLC

DATED AS OF OCTOBER 16, 2024

TABLE OF CONTENTS

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A-ii

EXHIBITS

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AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 16, 2024 is made and entered into by and among Universal Stainless & Alloy Products, Inc., a Delaware corporation (the “Company”), Aperam US Holdco LLC, a Delaware limited liability company (“Parent”), and Aperam US Absolute LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub”). Parent, Merger Sub, and the Company are referred to individually as a “Party” and collectively as the “Parties.

RECITALS

WHEREAS, upon the terms and subject to the conditions of this Agreement and in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”) and the Delaware Limited Liability Company Act (the “DLLCA”), Parent, Merger Sub and the Company have agreed to enter into a business combination transaction pursuant to which Merger Sub will be merged with and into the Company, whereupon the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation in the Merger and as a wholly owned Subsidiary of Parent (the “Merger” and, together with the other transactions contemplated by this Agreement, the “Transactions”);

WHEREAS, the board of directors of the Company (the “Company Board”) has unanimously (a) determined that this Agreement and the Transactions to be consummated by the Company are advisable to, fair to and in the best interests of the Company and its stockholders, (b) approved and declared advisable this Agreement and the consummation by the Company of the Transactions to be consummated by the Company, (c) duly authorized and approved the execution, delivery, and performance by the Company of this Agreement and the consummation by the Company of the Transactions to be consummated by the Company, including the Merger, and (d) resolved to, subject to Section 6.2, recommend adoption of this Agreement by the stockholders of the Company;

WHEREAS, the sole member of Merger Sub (the “Merger Sub Member”) has (a) determined that this Agreement and the Transactions to be consummated by Merger Sub are advisable to, fair to and in the best interests of Merger Sub and its sole member, (b) approved and declared advisable this Agreement and the consummation by Merger Sub of the Transactions to be consummated by it, (c) duly authorized and approved the execution, delivery, and performance by Merger Sub of the Transactions to be consummated by it, including the Merger; and (d) resolved to recommend adoption of this Agreement by the sole member of Merger Sub;

WHEREAS, the board of managers of Parent has duly authorized and approved the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the Transactions to be consummated by it;

WHEREAS, upon consummation of the Merger, each share of the Company’s common stock, par value $0.001 per share (the “Company Common Stock”), issued and outstanding immediately prior to the Effective Time (as defined below), other than Excluded Shares (as defined below), will be canceled and converted into the right to receive the Merger Consideration (as defined below), upon the terms and subject to the conditions of and any exceptions in this Agreement; and

WHEREAS, concurrently with the execution of this Agreement, and as a condition and inducement to the Company’s willingness to enter into this Agreement, Aperam S.A., a Luxembourg public limited liability company (“Aperam”), has duly executed and delivered to the Company a guarantee, dated as of the date of this Agreement, in favor of the Company (the “Guarantee”), pursuant to which Aperam has unconditionally and irrevocably guaranteed the payment obligations of Parent and Merger Sub under this Agreement, including payment in full of the Required Payment Amount, in each case subject to the terms and conditions set forth in this Agreement and the Guarantee.

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NOW, THEREFORE, in consideration of the foregoing premises, and of the representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I

DEFINITIONS; CONSTRUCTION

Section 1.1 Definitions. For purposes of this Agreement, the following terms shall have the meanings assigned below:

“Acceptable Confidentiality Agreement” has the meaning set forth in Section 6.2(a).

“Acquisition Proposal” means any proposal or offer from any Person or group (other than Parent and its Subsidiaries and Affiliates) relating to, in a single transaction or series of related transactions: (a) any merger, consolidation, business combination, share exchange, recapitalization, liquidation, dissolution or other similar transaction involving the Company pursuant to which such Person (or its securityholders) or group would beneficially own, directly or indirectly, more than 25% of the total voting power of the equity securities of the Company or any surviving entity (or any direct or indirect parent company thereof) immediately following such transaction, (b) any direct or indirect acquisition of more than 25% of the total voting power of the Capital Stock of the Company (including through any acquisition of any equity securities convertible into, or exchangeable for the Capital Stock of the Company), (c) any tender offer or exchange offer, as defined pursuant to the Exchange Act, that, if consummated, would result, directly or indirectly, in any Person or group (or the securityholders of any Person or group) beneficially owning more than 25% of the total voting power of the Capital Stock of the Company, (d) the acquisition in any manner, directly or indirectly, of more than 25% of the fair market value of the consolidated assets of the Company and the Company Subsidiaries, including in any such case through the acquisition of one or more Company Subsidiaries owning any such assets, and (e) the acquisition in any manner, directly or indirectly, of more than 25% of the total voting power of the equity securities of any Company Subsidiary whose business constitutes more than 25% of the consolidated net revenue or net income of the Company and the Company Subsidiaries.

“Action” means any claim, charge, complaint, demand, action, litigation, suit, arbitration, administrative, regulatory or quasi-judicial proceeding, or other proceeding or investigation, in each case, by or before a Governmental Entity.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person, and for purposes of this definition, the term “control” (including the correlative terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the Preamble.

“Alternative Acquisition Agreement” has the meaning set forth in Section 6.2(a).

“Amended Certificate of Incorporation” has the meaning set forth in Section 2.5.

“Aperam” has the meaning set forth in the Recitals.

“Book-Entry Shares” means non-certificated shares of the Company Common Stock represented by book-entry.

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“Business Day” means any day other than a Saturday or Sunday or any other day on which commercial banks are required or authorized by Law to close in New York, New York, France or Luxembourg.

“Burdensome Condition” means any conditions or restrictions required to obtain CFIUS Clearance and/or clearance under any other Regulatory Law that would be reasonably expected, individually or in the aggregate, to have a material adverse effect on Parent’s rights of ownership in, or ability to conduct the business of, the Company and the Company Subsidiaries.

“Cancelled Shares” has the meaning set forth in Section 3.1(b).

“Capital Stock” has the meaning set forth in Section 4.3(a).

“Capitalization Date” has the meaning set forth in Section 4.3(b).

“Certificate of Merger” has the meaning set forth in Section 2.3.

“Certificates” has the meaning set forth in Section 3.2(b)(i).

“CFIUS” means the Committee on Foreign Investment in the United States and each member agency thereof acting in such capacity.

“CFIUS Clearance” means either (a) CFIUS shall have issued written notification to Parent and the Company of CFIUS’s determination that (i) none of the Transactions constitutes a “covered transaction” under the DPA; (ii) after completing its assessment of a CFIUS Declaration, CFIUS has (x) concluded action under the DPA or (y) determined that CFIUS is unable to conclude action under the DPA on the basis of the CFIUS Declaration but is not requesting the submission of a CFIUS Notice; or (iii) if a CFIUS Notice has been filed, after completing its review (and, if applicable, any investigation) of the Transactions, CFIUS has concluded action under the DPA without imposing any Burdensome Condition; or (b) if CFIUS has sent a report to the President of the United States requesting the President’s decision with respect to the Transactions, either (i) the period under the DPA during which the President may announce a decision shall have expired without any action by the President to suspend or prohibit the Transactions or impose any Burdensome Condition, or (ii) the President shall have announced a decision not to take any action to suspend or prohibit the Transactions or to impose any Burdensome Condition.

“CFIUS Declaration” means a declaration with respect to the Transactions, prepared by Parent and the Company and submitted to CFIUS in accordance with the requirements of the DPA.

“CFIUS Notice” means a joint voluntary notice with respect to the Transactions, prepared by Parent and the Company and submitted to CFIUS in accordance with the requirements of the DPA.

“Change Notice” has the meaning set forth in Section 6.2(c)(i).

“Change of Recommendation” has the meaning set forth in Section 6.2(b).

“Chosen Courts” has the meaning set forth in Section 9.5(a).

“Closing” has the meaning set forth in Section 2.2.

“Closing Date” has the meaning set forth in Section 2.2.

“Closing Date Indebtedness” means the existing indebtedness of the Company and the Company Subsidiaries pursuant to the agreements set forth on Section 1.1(a) of the Company Disclosure Schedule outstanding as of immediately prior to the Closing.

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“Closing Date Loan Agreements” has the meaning set forth in Section 6.20.

“CMA” has the meaning set forth in Section 6.4(f).

“Code” means the Internal Revenue Code of 1986, as amended.

“Collective Bargaining Agreement” means each Contract entered into by the Company or any Company Subsidiary with a union, labor organization or works council governing the terms and conditions of employment of any employees of the Company or any Company Subsidiary, including those set forth in Section 4.12(f)(i) of the Company Disclosure Schedule.

“Company” has the meaning set forth in the Preamble.

“Company Charter” has the meaning set forth in Section 2.5.

“Company Common Stock” has the meaning set forth in the Recitals.

“Company Benefit Plan” means each “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not such plan is subject to ERISA, and each other employment (excluding offer letters entered into in the ordinary course of business that do not provide for any severance benefits), change in control, retention, bonus, defined benefit or defined contribution, pension, profit sharing, deferred compensation, stock ownership, stock purchase, stock option, stock appreciation, restricted stock, restricted stock unit, phantom stock or other equity-based, retirement, vacation, severance, termination, disability, death benefit, medical, dental, or other employee benefit plan, program, agreement or arrangement (a) that the Company or any of the Company Subsidiaries sponsors, maintains or contributes to for the benefit of any current or former director, officer, or employee of the Company or any of the Company Subsidiaries and (b) to which the Company or any of the Company Subsidiaries has any liability, in each case, other than any Multiemployer Plan or any statutory or government-mandated arrangement.

“Company Board” has the meaning set forth in the Recitals.

“Company Bylaws” has the meaning set forth in Section 4.1.

“Company Disclosure Schedule” has the meaning set forth in Article IV.

“Company ESPP” means the Amended and Restated Universal Stainless & Alloy Products, Inc. 1996 Employee Stock Purchase Plan, as amended from time to time.

“Company Equity Awards” means the NED RSU Awards, the Executive RSU Awards, the Company RSU Awards, the Executive PSU Awards and the Company Stock Options.

“Company Intellectual Property” means Intellectual Property owned by or purported to be owned by the Company and the Company Subsidiaries.

“Company Material Adverse Effect” means any fact, circumstance, change, development, condition, event, occurrence or effect that has had, or would reasonably be expected to have, individually or in the aggregate, (a) a material adverse effect on the business, results of operations, assets or condition (financial or otherwise) of the Company and the Company Subsidiaries, taken as a whole, or (b) a material adverse effect on, or that prevents or materially delays, the ability of the Company to perform its obligations under, and to consummate the Transactions contemplated by, this Agreement; provided, that, in the case of clause (a), a “Company Material

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Adverse Effect” shall not be deemed to include any fact, circumstance, change, development, condition, event, occurrence or effect to the extent resulting from or arising out of any of the following:

(i) any facts, circumstances, changes, developments, conditions, events, occurrences or effects generally affecting (A) any of the industries in which the Company and the Company Subsidiaries operate or (B) the economy, credit, debt, securities or financial or capital markets in the United States or elsewhere in the world, including changes in interest or exchange rates or deterioration in the credit markets generally; or

(ii) any facts, circumstances, changes, developments, conditions, events, occurrences or effects resulting from or attributable to (A) changes or proposed changes in Law, in GAAP or in accounting standards, or any changes or proposed changes in the interpretation or enforcement of any of the foregoing, (B) the execution and delivery of this Agreement or the public announcement, pendency or consummation of the Transactions, or the performance of this Agreement and the Transactions (including compliance with the covenants set forth herein and any action taken or omitted to be taken by the Company or any of the Company Subsidiaries at the request of or with the consent of Parent or Merger Sub), or the identity of Parent, (C) acts of war (whether or not declared) or any outbreak of hostilities, sabotage or terrorism, or cyber-war, or any escalation or worsening of any such acts of war (whether or not declared), outbreak of hostilities, sabotage or terrorism, or cyber-war, (D) weather, earthquakes, hurricanes, tornados, natural disasters, climatic conditions, epidemics, pandemics or outbreaks of illness or other public health events (or any escalation or worsening of any such illnesses or events, including, in each case, the response of Governmental Entities thereto) or other natural or man-made disasters, (E) any civil unrest, or any changes in political conditions (including any government shutdowns or debt payment defaults of any government), or any response of any Governmental Entity thereto, (F) any Transaction Litigation, (G) any change in the price or trading volume of the Shares or the credit rating of the Company or any of the Company Subsidiaries, in each case, in and of itself (provided that, except as otherwise provided in this definition, the underlying causes of, or factors contributing to, such change may be considered in determining whether there is a Company Material Adverse Effect), or (H) any failure to meet any published analyst estimates or expectations of the revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure to meet internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (provided that, except as otherwise provided in this definition, the underlying causes of, or factors contributing to, such failure may be considered in determining whether there is a Company Material Adverse Effect);

provided, that facts, circumstances, changes, developments, conditions, events, occurrences or effects set forth in clauses (i), (ii)(A), (ii)(C), (ii)(D), (ii)(E) above may be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect to the extent such facts, circumstances, changes, developments, conditions, events, occurrences or effects have a disproportionate adverse effect on the Company and the Company Subsidiaries, taken as a whole, compared to other similarly situated companies that operate in the industries in which the Company and the Company Subsidiaries operate (provided, that only the incremental disproportionate adverse effects of such facts, circumstances, changes, developments, conditions, events, occurrences or effects may be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect).

“Company Owned Software” has the meaning set forth in Section 4.13(g).

“Company Preferred Stock” has the meaning set forth in Section 4.3(a).

“Company Proxy Statement” has the meaning set forth in Section 4.19.

“Company Recommendation” has the meaning set forth in Section 4.4(b).

“Company Related Parties” means (a) the Company and the Company Subsidiaries, (b) the former, current and future holders of any equity, partnership or limited liability company interest, controlling persons, directors,

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officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders or assignees of the Company or any Company Subsidiaries or (c) any future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, assignees of any of the foregoing.

“Company RSU Awards” has the meaning set forth in Section 3.3(c).

“Company SEC Documents” has the meaning set forth in Article IV.

“Company Securities” has the meaning set forth in Section 4.3(b).

“Company Stock Options” has the meaning set forth in Section 3.3(a).

“Company Stockholder Approval” has the meaning set forth in Section 4.4(a).

“Company Stockholders’ Meeting” means a duly convened meeting of the stockholders of the Company called to obtain the Company Stockholder Approval, or any valid adjournment or postponement thereof made in accordance with this Agreement.

“Company Subsidiaries” has the meaning set forth in Section 4.2.

“Company Systems” means the computer systems, including the Software, firmware and hardware, in each case that is owned, leased or licensed by the Company or any of the Company Subsidiaries in the conduct of their respective businesses.

“Company Takeover Proposal” has the meaning set forth in Section 8.5(d).

“Company Termination Fee” means $14,800,000.

“Confidentiality Agreement” has the meaning set forth in Section 6.5(b).

“Continuing Employees” has the meaning set forth in Section 6.7(a).

“Contract” means any legally binding note, bond, mortgage, indenture, lease, sublease, license, franchise, contract, subcontract, agreement, or other instrument, obligation, commitment or arrangement or understanding of any kind or character.

“Damages” means any loss, damage, liability, claim, demand, settlement, judgment, award, fine, penalty, fee (including reasonable fees of attorneys, experts and other professionals), charge, interest, cost or expense of any nature.

“DDTC” means the Directorate of Defense Trade Controls of the U.S. Department of State.

“DDTC Notification” means a pre-closing notification with respect to the Transactions, prepared by the Company with support from Parent and submitted to DDTC in accordance with Section 122.4 of the ITAR.

“DGCL” has the meaning set forth in the Recitals.

“Disabling Device” means any viruses, logic bombs, Trojan horses, trap doors, back doors, ransomware, spyware, adware, scareware, automatic shut-down, lockout, time bomb, or similar functionality, computer instructions, intentional devices or techniques designed to disable access to, threaten, infect, disrupt, damage, disable, maliciously encumber, hack into, incapacitate, infiltrate, slow, shut down or erase a computer system or any component of such computer system, including any such device affecting system security or compromising, disrupting access to, or disclosing data, files or other information.

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“Dissenting Shares” has the meaning set forth in Section 3.2(e).

“DLLCA” has the meaning set forth in the Recitals.

“DPA” means Section 721 of the Defense Production Act of 1950, as amended, and all regulations issued and effective thereunder.

“Effective Time” has the meaning set forth in Section 2.3.

“Enforceability Exceptions” shall have the meaning set forth in Section 4.4(c).

“Environmental Laws” means any Law pertaining to, regulating, relating to, or imposing liability, standards or obligations of conduct concerning (a) pollution, (b) protection or preservation of the environment (including air, soil, land surface, subsurface strata, minerals, ground water, surface water, coastal waters, and wetlands), wildlife (including endangered, threatened or protected species, migratory birds and bald or golden eagles), wildlife habitat, archaeological resources, cultural resources or natural resources, and (c) the use, generation, handling, treatment, storage, disposal, Release, or transportation of, or exposure to, Materials of Environmental Concern including the Federal Water Pollution Control Act, the Clean Air Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act and the Superfund Amendments and Reauthorization Act of 1986, the Toxic Substances Control Act, the Oil Pollution Act, the Safe Drinking Water Act, the Endangered Species Act, the Migratory Bird Treaty Act, the Bald and Golden Eagle Protection Act, the National Environmental Policy Act, Section 106 of the National Historic Preservation Act, Section 10 of the Rivers and Harbors Appropriation Act, and the Occupational Safety and Health Act (to the extent related to Materials of Environmental Concern) and all state counterparts or equivalents of such Laws, each as have been amended or supplemented from time to time.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means, with respect to any entity, trade or business, any other entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the first entity, trade or business, or that is, or was at the relevant time, a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

“Equity Interest” means, with respect to any Person, all of the shares of capital stock or equity of (or other ownership or profits interests in) such Person, all of the warrants, trust rights, options or other rights for the purchase or acquisition from such Person of shares of capital stock or equity of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock or equity of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares or equity (or such other interests), restricted stock awards, restricted stock units, equity appreciation rights, phantom equity rights, profit participation and all of the other ownership or profit interests of such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing D&O Policies” has the meaning set forth in Section 6.9(b).

“Excluded Shares” has the meaning set forth in Section 3.1(a).

“Executive PSU Awards” has the meaning set forth in Section 3.3(e).

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“Executive RSU Awards” has the meaning set forth in Section 3.3(d).

“Fraud” means common law fraud as determined pursuant to the Laws of the State of Delaware.

“GAAP” has the meaning set forth in Section 4.6(b).

“Governmental Entity” means any federal, state, local or foreign government, any court, taxing, tribunal, judicial or arbitral body, any regulatory or administrative authority or commission or other governmental or quasi-governmental authority or agency, whether federal, state, local, foreign, or Nasdaq.

“group” has the meaning of the definition set forth in Rule 13d-3 of the Exchange Act.

“Guarantee” has the meaning set forth in the Recitals.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Indemnified Parties” has the meaning set forth in Section 6.9(a).

“Intellectual Property” means any and all intellectual property rights of any kind or nature throughout the world, including in (a) trademarks, trade names, service marks, service names, mark registrations and applications, trade dress, logos, and the goodwill in any of the foregoing; (b) all issued or pending U.S. and foreign patents, patent applications, including any extensions, reexaminations and reissues, divisionals, continuations and continuations-in-part, statutory invention registrations, registered designs or similar rights anywhere in the world in inventions and designs; (c) registered and unregistered copyrights and any equivalent rights in copyrightable works and works of authorship; (d) World Wide Web addresses, domain names, social media identifiers (such as X (formerly known as Twitter^®), Threads^® or Instagram^® handles) and applications and registrations thereof, (e) rights in Software, databases and data collections, and (f) trade secrets, confidential, proprietary and technical information, methods, processes, algorithms, formulae, customer data, customer and supplier lists and price and cost information, and other rights in know-how that derives independent economic value, whether actual or potential, from not being known to other Persons (“Trade Secrets”).

“Intervening Event” means a material event, occurrence, development or change in circumstances with respect to the Company and the Company Subsidiaries, taken as a whole, which was unknown to the Company Board as of the date of this Agreement and becomes known to or by the Company Board after the date of this Agreement; provided, however, that in no event shall any event, occurrence, development or change in circumstances resulting from or relating to any of the following give rise to an Intervening Event: (a) the receipt of an Acquisition Proposal; (b) the execution and delivery of this Agreement or the public announcement or pendency of the Transactions, or the performance of this Agreement and the Transactions, the identity of Parent or the pendency or consummation of the Transactions; (c) any change in the price or trading volume of the Shares or the credit rating of the Company or any of the Company Subsidiaries, in each case, in and of itself; or (d) the mere fact, in and of itself, that the Company has exceeded or met any projections, forecasts, revenues or earnings predictions or expectations of the Company or any securities analysis for any period ending (or for which revenues or earnings are released) on or after the date hereof; provided, that the exceptions set forth in clauses (c) and (d) above shall not apply to the underlying causes giving rise to or contributing to any such event, occurrence, development or change in circumstances or prevent any of such underlying causes from being taken into account in determining whether an Intervening Event has occurred.

“ITAR” means the International Traffic in Arms Regulations, as amended, 22 C.F.R. Parts 120-130.

“Key Employee” means each individual set forth on Section 6.1(b)(K) of the Parent Disclosure Schedule.

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“Knowledge” means (a) with respect to the Company, the actual knowledge of those persons set forth in Section 1.1(b) of the Company Disclosure Schedule, and (b) with respect to Parent, the actual knowledge of those persons set forth in Section 1.1(a) of the Parent Disclosure Schedule, in each case after reasonable inquiry of such individual’s direct reports with operational responsibility for the fact or matter in question.

“Law” means any Order or any federal, state, county, municipal, provincial, local, foreign, national, multinational, supranational or international law (statutory, common or otherwise), statute, treaty, constitution, convention or ordinance, common law, code or any rule, regulation, license or permit or other similar requirement enacted, adopted, promulgated, issued or applied, by any Governmental Entity.

“Lien” means any license, mortgage, pledge, assignment, transfer restriction, claim, deed of trust, security interest, lease, option, right of first refusal, easement, servitude, encumbrance, lien or charge.

“Material Contract Consents” means any notification, waiver, permission, consent, agreement or authorization required from a Person, under the Material Contracts set forth on Schedule 1.1(c) of the Company Disclosure Schedule.

“Material Contracts” has the meaning set forth in Section 4.14(a).

“Material Customer” has the meaning set forth in Section 4.17.

“Material Supplier” has the meaning set forth in Section 4.17.

“Materials of Environmental Concern” means any pollutant, contaminant, waste, substance or material defined, identified or regulated as toxic or hazardous or a word of similar meaning or regulatory effect under any Environmental Law, including asbestos or asbestos-containing materials, radioactive materials (excluding naturally occurring radon gas), lead, per-and polyfluoroalkyl substances, polychlorinated biphenyls, petroleum and petroleum products, and urea formaldehyde foam insulation.

“Maximum Amount” has the meaning set forth in Section 6.9(b).

“Merger” has the meaning set forth in the Recitals.

“Merger Consideration” has the meaning set forth in Section 3.1(a).

“Merger Sub” has the meaning set forth in the Preamble.

“Merger Sub Member” has the meaning set forth in the Recitals.

“Multiemployer Plan” means any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA.

“NED RSU Award” has the meaning set forth in Section 3.3(b).

“Nasdaq” means The Nasdaq Stock Market.

“Non-Party Affiliates” has the meaning set forth in Section 9.14.

“Notice Period” has the meaning set forth in Section 6.2(c)(ii).

“Open Source Software” means any Software that is distributed as “free software” or as “open source software” or under any similar licensing or distribution models, including any software licensed under or subject to the Server Side Public License, GNU General Public License or the GNU Afro General Public License.

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“Order” means any order, ruling, judgment, decision, subpoena, writ, stipulation, settlement, award, injunction, decree, consent decree, verdict or arbitration award of any Governmental Entity of competent jurisdiction.

“Outside Date” has the meaning set forth in Section 8.2(a).

“Owned Real Property” means all land, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by the Company or any Company Subsidiary.

“Parent” has the meaning set forth in the Preamble.

“Parent Disclosure Schedule” has the meaning set forth in Article V.

“Paying Agent” has the meaning set forth in Section 3.2(a).

“Payment Fund” has the meaning set forth in Section 3.2(a).