What changed in this filing

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Item 1. Business

2026-02-13 compared with 2025-02-14 · 44 added, 63 removed, 176 unchanged (38% of the section changed)

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We are the only large-scale graphite electrode producer that is substantially vertically integrated into petroleum needle coke, our key raw material for graphite electrode manufacturing.

This unique position provides us with competitive advantages in product quality and cost.

This unique position provides us with a number of competitive advantages.

Our only reportable segment, Industrial Materials, is comprised of two major product categories:

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As of December 31, 2025, our stated production capacity was approximately 178 thousand metric tons (“MT”) 1 through our primary manufacturing facilities in Calais, Pamplona and Monterrey.

On February 14, 2024, the Company announced a cost rationalization and footprint optimization plan, in response to persistent softness in the commercial environment.

This included an indefinite suspension of production activities at our St.

Marys facility, with the exception of graphite electrode and pin machining.

We also indefinitely idled certain assets within our remaining graphite electrode manufacturing footprint.

As a result of these initiatives, our stated production capacity was reduced from approximately 202 thousand MT in 2023 to approximately 178 thousand MT 1 in 2024.

Our principal executive offices are located at 982 Keynote Circle, Brooklyn Heights, Ohio 44131 and our telephone number is (216) 676‑2000.

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We also manufacture corresponding sizes of graphite connecting pins, which are used by customers to connect and fasten graphite electrodes together in a column for use in an EAF.

Prior to 2023, all of our connecting pin production was performed at our Monterrey, Mexico facility.

However, in 2023, we added pin production capabilities at our Pamplona, Spain facility to provide

1 Production capacity reflects expected maximum production volume during the period through our Calais, Pamplona and Monterrey facilities depending on product mix and expected maintenance outage.

Actual production may vary.

an alternative source, if needed, for this critical component.

The majority of our connecting pin production is performed at our Monterrey, Mexico facility;

however, we also have pin stock production capabilities at our Pamplona, Spain facility to provide an alternative source, if needed, for this critical component.

The Company continues to explore opportunities to increase its pin manufacturing capabilities.

The total manufacturing time of a UHP graphite electrode and its associated connecting pin is, on average and except for special requests, approximately six months.

1 Production capacity reflects expected maximum production volume during the period through our Calais, Pamplona and Monterrey facilities depending on product mix and expected maintenance outage.

Actual production may vary.

While maintaining the capability to produce graphite electrodes and pins, production activities at St.

Marys were indefinitely idled in 2024, with the exception of graphite electrode and pin machining.

The size of the electrodes used in EAF steel production varies depending on the size of the furnace, the size of the furnace’s electric transformer and the planned productivity of the furnace.

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We estimate that as of the end of 2025, the graphite electrode industry globally (excluding China) had nameplate capacity to produce approximately 771 thousand MT of graphite electrodes.

The industry is fairly consolidated, with the five largest global (excluding China) producers in the industry, GrafTech, Resonac Holdings Corporation, HEG Limited, Tokai Carbon Co., Ltd.

and Graphite India Limited, collectively, representing approximately 82% of global (excluding China) graphite electrode production capacity.

The industry is fairly consolidated, with the five largest global (excluding China) producers in the industry, GrafTech, Resonac Holdings Corporation, HEG Limited, Graphite India Limited and Tokai Carbon Co., Ltd., collectively, representing approximately 75% of global (excluding China) graphite electrode production capacity.

As of December 31, 2025, our stated production capacity was approximately 178 thousand MT through our Calais, Pamplona and Monterrey facilities and represented approximately 23% of the global (excluding China) graphite electrode production capacity.

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We estimate that as of the end of 2025, total production capacity within China for the UHP segment of graphite electrodes was approximately 800 thousand MT.

However, we believe that a significant portion of the UHP electrodes produced in China do not meet the quality standards needed to be exported for use in the most demanding EAF applications.

In addition, the imposition of customs duties and other tariffs in key EAF steelmaking regions, including the United States and the European Union (“EU”), have further limited the quantity of graphite electrodes exported from China.

We believe that more than half of the UHP electrode capacity in China does not meet the quality standards needed to be exported for use in the most demanding EAF applications.

In addition, the imposition of customs duties and other tariffs in key EAF steelmaking regions, including the United States, the European Union (“EU”) and Japan, have further limited the quantity of graphite electrodes exported from China into those regions.

However, we estimate that exports of UHP electrodes from China have satisfied approximately one-third of the annual global (excluding China) UHP electrode demand noted in the “Demand trends” section immediately below.

Demand trends

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Further, SMA notes that the EAF process is a sustainable model for recycling scrap-based raw materials into new steel, which is 100% (and infinitely) recyclable at the end of its useful life.

In addition to these advantages, EAF steel producers benefit from their

flexibility in sourcing iron units, being able to make steel from either scrap or alternative sources of iron, such as direct reduced iron and hot briquetted iron, both made directly from iron ore.

In addition to these advantages, EAF steel producers benefit from their flexibility in

sourcing iron units, being able to make steel from either scrap or alternative sources of iron, such as direct reduced iron and hot briquetted iron, both made directly from iron ore.

Reflecting these and other competitive advantages, we believe EAF steel production will continue to grow at a faster rate than BOF steel production.

Based on industry announcements of planned incremental EAF capacity additions and factoring in further production increases at existing EAF steel plants, we estimate this could result in global (excluding China) UHP graphite electrode demand growing at a compound annual growth rate of approximately 3% to 4% through 2029.

Petroleum Needle Coke

Petroleum needle coke, a crystalline form of carbon derived from decant oil, is the key raw material we use in the production of graphite electrodes.

It is also a primary raw material utilized in the production of synthetic graphite used in anodes for lithium-ion batteries that power electric vehicles (“EV”).

It is also a primary raw material utilized in the production of synthetic graphite used in anodes for lithium-ion batteries that power electric vehicles (“EV”) and energy storage systems (“ESS”).

Petroleum needle coke is produced through a manufacturing process very similar to a refinery.

The production process converts decant oil, a byproduct of the gasoline refining process, into petroleum needle coke.

Pitch needle coke, used principally by Chinese graphite electrode manufacturers, is made from coal tar pitch, a byproduct of coking metallurgical coal used in BOF steelmaking.

Pitch needle coke, used by some Chinese graphite electrode manufacturers, is made from coal tar pitch, a byproduct of coking metallurgical coal used in BOF steelmaking.

For the production of our graphite electrodes, we prefer petroleum needle coke because of the meaningfully shorter bake and graphitizing time required, compared to graphite electrodes produced using pitch needle coke.

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Seadrift sources all of its decant oil requirements from reputable U.S.-based suppliers.

Seadrift has developed a well-diversified pool of suppliers, which we believe is sufficient to meet our needs.

Seadrift has developed a well-diversified pool of decant oil suppliers, which we believe is sufficient to meet our needs.

Graphite electrode producers combine petroleum needle coke and/or pitch needle coke with binders and other ingredients to form graphite electrodes.

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Petroleum needle coke production capacity outside of China has remained relatively flat for many years due to the capital intensity, technical know-how and long permitting lead times required to build greenfield needle coke production facilities.

Chinese petroleum needle coke production is expected to grow significantly in the coming years, with a primary focus on serving the EV market, as China is currently the largest producer of EV batteries.

Although this may provide sufficient capacity to meet global petroleum needle coke needs for the next several years, as demand from emerging non-Chinese EV battery producers continues to increase, we believe that regional supply-demand imbalances will occur, particularly in North America and Europe, in the coming years.

Chinese petroleum needle coke production is expected to grow significantly in the coming years, with a primary focus on serving the anode material markets, as China is currently the largest producer of anode material.

Although this may provide sufficient capacity to meet global petroleum needle coke needs for the next several years, demand from emerging non-Chinese anode material producers, particularly in North America and Europe, is expected to increase significantly in the coming years to support the growing EV and ESS markets.

Demand Trends

We estimate that global (excluding China) needle coke demand for use in UHP graphite electrode production has been approximately 550 thousand MT, on average, over the past three years with the majority being petroleum needle coke.

With demand for UHP graphite electrodes expected to increase at a compound annual growth rate of approximately 3% to 4%

through 2029 (see “Graphite Electrode” section above), we expect this to result in a similar increase in demand for needle coke used in graphite electrode production.

While the vast majority of petroleum needle coke produced globally (excluding China) is currently used in the production of graphite electrodes, its use in lithium-ion batteries for the EV market is expected to grow with the increased production of these vehicles.

Most EVs rely on lithium-ion batteries as their key performance component, with graphite being the key material used for the carbon anode portion of the batteries.

Although both natural and synthetic graphite are used in anodes for lithium-ion batteries, EV manufacturers prefer synthetic graphite, which is produced using needle coke, because of its advantages in terms of charging rate and capacity, providing batteries with longer driving ranges and longevity.

Based on Benchmark Mineral Intelligence estimates for growth in battery anodes, we estimate this could result in global needle coke demand for use in EV applications increasing at a 20% or more compound annual growth rate through 2029.

While synthetic graphite can be produced from either petroleum needle coke or pitch needle coke, petroleum needle coke has superior characteristics for EV battery applications, as it does with graphite electrode applications.

As a result, demand growth for petroleum needle coke for use in the EV market is expected to be higher than that of overall needle coke demand growth.

As noted above, with North American and European EV manufacturers increasing focus on domestic sourcing of battery material needs, we believe that regional supply-demand imbalances will occur for petroleum needle coke in the coming years.

With demand for UHP graphite electrodes expected to increase at a compound annual growth rate of approximately 3% through 2030 (see “Graphite Electrode” section above), we expect this to result in a similar increase in demand for needle coke used in graphite electrode production.

While the vast majority of petroleum needle coke produced globally (excluding China) is currently used in the production of graphite electrodes, its use to produce synthetic graphite used in anode material for the EV and ESS markets is expected to increase significantly with the growth of these markets, as graphite is the key material used for the carbon anode portion of lithium-ion batteries.

Although both natural and synthetic graphite are used in anodes for lithium-ion batteries, battery manufacturers prefer synthetic graphite, which is produced using needle coke, because of its advantages in terms of charging rate, capacity and longevity.

While synthetic graphite can be produced from either petroleum needle coke or pitch needle coke, petroleum needle coke has superior characteristics for battery applications, as it does with graphite electrode applications.

As a result, demand growth for petroleum needle coke for use in the EV and ESS markets is expected to be higher than that of overall needle coke demand growth.

Further, the establishment and growth of a non-Chinese supply chain for battery materials, supported by trade protections and barriers, which we believe will accelerate petroleum needle coke demand, is expected to support higher petroleum needle coke pricing.

Contracts and Customers

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Historically, between 2006 and 2025, our weighted-average realized price of graphite electrodes, excluding volume sold under our take-or-pay agreements with initial term of three-to-five years (“LTAs”), was approximately $6,200 per MT, on an inflation-adjusted basis using constant 2025 dollars.

Our LTAs were entered into between the end of 2017 and early 2019, which coincided with a period of elevated market prices for graphite electrodes.

As graphite electrodes are an essential consumable in the EAF steel production process, the LTAs provided certainty of supply of reliable, high-quality graphite electrodes in a periodically volatile market.

These LTAs have fixed prices and volumes.

Within the contract, our customers are contractually bound to purchase the specified volume of product at the price under the contract.

Sales from our LTAs represented 22%, 41% and 68% of our net sales in 2024, 2023 and 2022, respectively.

Sales from LTAs represented 18% of our net sales in the fourth quarter of 2024 and we are substantially complete with these agreements.

As the substantial majority of our LTAs have expired, our mix of business has shifted towards short-term purchase agreements and spot purchase orders (“non-LTAs”).

As the substantial majority of our LTAs have expired, our mix of business has shifted towards short-term purchase agreements and spot purchase orders.

We will continue to offer multi-year agreements, also known as electrode supply agreements, as an important part of our commercialization strategy and value proposition.

Our substantial vertical integration into petroleum needle coke supports our ability to offer contracts with varying durations, providing our customers with flexibility and surety of supply.

However, we do not anticipate that multi-year agreements will make up the majority of our portfolio moving forward.

However, we do not anticipate that multi-year agreements will make up the majority of our portfolio in the future.

2025 Revenue and Production By Region

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These services relate to furnace applications and operation, as well as furnace upgrades to reduce energy consumption, improve raw material costs and increase output.

We believe we have a competitive advantage in offering customers ArchiTech ® Furnace Productivity System 6.0 (“ArchiTech”), which is an advanced support and technical service platform in the graphite electrode industry.

We believe we have a competitive advantage in offering customers our proprietary ArchiTech ® Furnace Productivity System 6.0 (“ArchiTech”), which is an advanced support and technical service advisory system that provides our customers with insights and analysis not available in standard furnace regulation systems.

ArchiTech, which has been installed in customer furnaces worldwide, enables our engineers to work with our customers seamlessly to maximize the performance of their furnaces and provide real-time diagnostics and troubleshooting.

The arc furnace monitoring system team is continuously listening to our customers’ needs and develops new functionalities for the ArchiTech environment.

Our technical services team is regularly listening to our customers’ needs to develop new functionalities for the ArchiTech environment.

Inventory Management

We deploy various demand management and inventory management techniques to seek to ensure that we can meet our customers’ delivery requirements while still maximizing the utilization of our production capacity.

We can experience significant variation in our customers’ delivery requirements as their specific needs vary and change throughout the year.

generally seek to maintain appropriate inventory levels, taking into account these factors as well as the significant differences in manufacturing cycle times for graphite electrode products and our customers’ products.

We generally seek to maintain appropriate inventory levels, taking into account these factors as well as the significant differences in manufacturing cycle times for graphite electrode products and our customers’ products.

Finished products are usually stored at our manufacturing facilities.

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Research and Development

We have over 135 years of experience in the research and development (“R&D”) of graphite- and carbon-based solutions.

We have nearly 140 years of experience in the research and development (“R&D”) of graphite- and carbon-based solutions.

By focusing our management’s attention and R&D spending on the graphite electrode business, we have been able to improve the quality of our graphite electrodes, maintain our position as an industry leader and improve our relationships with strategic customers.

Our focus on improving the quality of petroleum needle coke through R&D has led to our petroleum needle coke production at Seadrift being best-in-class for use in the manufacturing of highly durable UHP electrodes.

Simultaneously, the R&D team helps to evaluate technology in adjacent markets where GrafTech may have technological advantages.

Simultaneously, the R&D team helps to evaluate technology in adjacent markets, including synthetic graphite used in battery applications, where GrafTech may have technological advantages.

We believe that the above strengths and capabilities provide us with a competitive advantage.

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Among other things, we seek to protect our proprietary know-how and information by requiring employees, consultants, strategic partners and others who have access to such proprietary information and know-how to enter into confidentiality or restricted use agreements.

We maintain insurance against civil liabilities relating to personal injuries to third parties, for loss of or damage to property, for business interruptions, for directors and officers and for certain environmental matters, that provides coverage, subject to the applicable coverage limits, deductibles and retentions, and exclusions, that we believe is appropriate upon terms and conditions and for premiums that we consider fair and reasonable in the circumstances.

We maintain insurance against potential liabilities relating to, among other areas, personal injuries to third parties, loss of or damage to property, business interruptions, directors and officers, cybersecurity incidents and certain environmental matters, that provides coverage, subject to the applicable coverage limits, deductibles and retentions, and exclusions, that we believe is appropriate upon terms and conditions and for premiums that we consider fair and reasonable in the circumstances.

There can be no assurance that we will not incur losses beyond the limits of or outside the coverage of our insurance.

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and foreign environmental protection laws and regulations, and for environmental liabilities, are necessarily imprecise due to numerous uncertainties, including the impact of potential new laws and regulations, the availability and application of new and diverse technologies, the extent of insurance coverage, the potential discovery of contaminated properties, or the identification of new hazardous substance disposal sites at which we may be a potentially responsible party (“PRP”) and, in the case of sites subject to the Comprehensive Environmental Response, Compensation and Liability Act and similar state and foreign laws, the final determination of remedial requirements and the ultimate allocation of costs among the PRPs.

Subject to the inherent imprecision in estimating such future costs, but taking into consideration our experience to date regarding environmental matters of a similar nature and facts currently known, we estimate that our costs and capital expenditures (in each case, before adjustment for inflation) for environmental protection regulatory compliance programs and for remedial response actions will

not be material over the next several years.

Furthermore, we establish accruals for environmental liabilities when it is probable that a liability has been or will be incurred, and the amount of the liability can be reasonably estimated.

We adjust the accrual as new remedial actions or other commitments are made, as well as when new information becomes available that changes the prior estimates previously made and we believe our existing accruals are reasonable.

We adjust the accrual as new remediation requirements or other commitments arise, as well as when new information becomes available that changes the prior estimates, and we believe our existing accruals are reasonable.

Human Capital Resources

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In the spirit of continuous improvement, regular inspections, internal reviews and corporate audits are conducted to foster compliance with our high standards.

Diversity and Inclusion

Diversity and inclusion are foundational to our culture, and all employees are expected to uphold these values in their day-to-day work.

Our recruitment policies and hiring practices support our diversity and inclusion objectives.

At both the corporate and site levels, we assign responsibilities for upholding policies, procedures, and practices for diverse and inclusive hiring and talent management.

GrafTech affirms its position as an Equal Opportunity Employer and is committed to recruiting, employing, and promoting qualified veterans and disabled individuals, and we aim to ensure our people have equal opportunities related to job promotions, compensation and benefits, and personal development.

Our global footprint lends itself to organic diversity, and our employee base has varied educational backgrounds and life experiences.

We measure and track our diversity and intentional talent acquisition, retention, and development practices.

Workplace Culture

As a global enterprise, we believe a strong workplace culture with unique perspectives drives innovation, collaboration, and excellence.

Therefore, our goal is to foster an intentional, inclusive community where people from all backgrounds and experiences feel valued and empowered to contribute.

Our global footprint organically lends itself to diversity, and our employee base has varied educational and technical backgrounds and life experiences.

At both the corporate and site levels, we assign responsibilities for upholding policies, procedures, and practices for hiring and talent management.

Compensation and Total Rewards

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The tuition reimbursement program, in particular, helps employees who want to continue their education or seek specialized job training, and illustrates our commitment to continued learning and focus on professional development.

Employee Engagement

Employee engagement is a priority at GrafTech because we believe that engaged employees help us provide high-quality products and services to our customers.

We conducted our last employee engagement survey in October 2022.

Approximately 56% of full-time GrafTech employees participated in the October 2022 survey.

The survey requested feedback from our employees on a variety of important topics, including safety, pay, communication and training.

Employee Training and Development

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Available Information

We make available, free of charge, on or through our website, our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 (the “Exchange Act”) as soon as reasonably practicable after we electronically file them with, or furnish them to, the U.S.

Securities and Exchange Commission (“SEC”).

The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC (http://www.sec.gov).

We maintain our website at https://www.graftech.com.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business