What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-13 compared with 2025-02-14 · 351 added, 516 removed, 1165 unchanged (43% of the section changed)

Financial Statements and Supplementary Data

(Unless otherwise noted, all dollars are presented in thousands)

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accounting for Debt Financing Transactions - Refer to Note 5 and Note 7 to the financial statements

Valuation Allowance for Deferred Tax Assets - Refer to Note 13 to the financial statements

Critical Audit Matter Description

As described within Notes 5 and 7 to the financial statements, on December 23, 2024, the Company consummated the offers to exchange any and all of its 4.625% senior secured notes due 2028 and its 9.875% senior secured notes due 2028, for new 4.625% second lien notes due 2029 and new 9.875% second lien notes due 2029, respectively.

The Company also received the requisite consents from holders of the existing notes to adopt the proposed amendments to the Existing Notes indenture that 1) eliminated substantially all of the restrictive covenants as well as certain events of default and related provisions and 2) released all of the collateral securing the Existing Notes.

In addition, concurrent with the exchange offer the Company issued $175M of new senior secured first lien term loans and obtained commitments for an additional $100M of senior secured first lien delayed draw term loans.

We identified the evaluation of the Company’s accounting for debt modification and the underlying accounting treatment of the fees and expenses as a critical audit matter due to a high degree of auditor effort in performing procedures related to the Company’s calculations inherently required in determining proper accounting treatment and presentation of debt.

As described within Note 13 to the financial statements, the Company assesses the need for valuation allowances against deferred tax assets and whether it is more likely than not that deferred tax benefits will be realized in each jurisdiction.

Future realization of deferred tax assets depends on the existence of sufficient taxable income within the carryback or carryforward period of the appropriate character under the relevant tax law.

Sources of taxable income include future reversals of deferred tax assets and liabilities, future taxable income (exclusive of the reversals of deferred tax assets and liabilities), taxable income in prior carryback years (if permitted under the tax law, and tax planning strategies).

Consideration is given to all available evidence, both positive and negative, in assessing the need for a valuation allowance.

At the end of the second quarter of 2025, the Company’s 3-year cumulative losses in the U.S.

and Switzerland, when assessed with other positive and negative evidence, represented sufficient negative evidence to require full valuation allowances on its U.S.

and Switzerland previously realizable deferred tax assets.

As of December 31, 2025, the Company had valuation allowances recorded in the U.S.

and Switzerland of $69.9 million and $20.3 million, respectively.

We identified the evaluation of the Company’s assessment to record a valuation allowance in the current year as a critical audit matter due to the materiality and complex nature of the auditor judgment.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the transaction included the following, among others:

• We obtained an understanding and tested the effectiveness of controls related to accounting over financial reporting, including management’s controls over the debt cycle and accounting for transactions.

• We obtained and read debt agreements and amendments and evaluated the terms and conditions of the agreements and assessed the reasonableness of management’s application of the appropriate accounting authoritative guidance.

• We evaluated the documentation supporting the modification accounting conclusion and tested the calculation of present value of the cash flows under the terms of the amendment and determined if it was considered substantially different from the present value of the remaining cash flow of the original debt instrument.

• We evaluated the accounting treatment and tested the underlying amounts associated with the fees and expenses directly attributable to the modification and the classification of those expenses.

• We obtained an understanding and tested the effectiveness of controls related to accounting over income taxes, including management’s controls over the realizability of deferred tax assets.

• We obtained an understanding of management's estimate regarding the valuation allowance on the deferred tax assets including the method, assumptions, and data used to develop the estimate by reviewing managements prepared memorandum and supporting schedules.

• We tested the company’s assessment of the realizability of deferred tax assets and the resulting valuation allowance, our audit procedures included, among others, testing the evaluation and accuracy of the Company’s 3 year cumulative losses in both the US and Switzerland and the Company's calculation of future taxable income from the reversal of existing temporary taxable differences.

• We involved our tax professionals to assist in evaluating the application of tax law in the Company's consideration of the sources of future taxable income.

/s/ DELOITTE & TOUCHE LLP

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Total assets $ 1,028,789 $ 1,224,274

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Accounts payable $ 67,017 $ 72,833

Long-term debt, current maturities — 134

Accrued income and other taxes 8,047 9,642

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Commitments and contingencies – Note 12

Stockholders’ (deficit) equity:

Stockholders’ deficit:

Preferred stock, par value $ 0.01 , 30,000,000 shares authorized, none issued (1)

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Accumulated deficit ( 1,012,948 ) ( 793,453 )

Total stockholders’ (deficit) equity ( 78,902 ) 78,247

Total liabilities and stockholders’ (deficit) equity $ 1,224,274 $ 1,288,889

Total stockholders’ deficit ( 259,628 ) ( 78,902 )

Total liabilities and stockholders’ deficit $ 1,028,789 $ 1,224,274

See accompanying Notes to the Consolidated Financial Statements

(1) All share and per share data for all periods presented reflect the 1-for-10 reverse stock split, which became effective on August 29, 2025.

See Note 1, “Business and Summary of Significant Accounting Policies” for further information.

GRAFTECH INTERNATIONAL LTD.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Dollars in thousands, except per share data)

Year Ended December 31,

2025 2024 2023

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Goodwill impairment charges — — 171,117

Operating (loss) income ( 75,225 ) ( 214,437 ) 474,259

Operating loss ( 77,066 ) ( 75,225 ) ( 214,437 )

Other (income) expense, net ( 4,049 ) ( 1,569 ) 4,679

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Interest income ( 6,632 ) ( 5,701 ) ( 3,439 )

(Loss) income before income taxes ( 153,268 ) ( 273,764 ) 452,318

Income tax (benefit) expense ( 22,103 ) ( 18,514 ) 69,356

Net (loss) income $ ( 131,165 ) $ ( 255,250 ) $ 382,962

Basic (loss) income per common share:

Net (loss) income per share $ ( 0.51 ) $ ( 0.99 ) $ 1.48

Loss before income taxes ( 170,442 ) ( 153,268 ) ( 273,764 )

Income tax expense (benefit) 49,393 ( 22,103 ) ( 18,514 )

Net loss $ ( 219,835 ) $ ( 131,165 ) $ ( 255,250 )

Basic loss per common share:

Net loss per share (1)

$ ( 8.45 ) $ ( 5.09 ) $ ( 9.93 )

Weighted average common shares outstanding (1)

Diluted (loss) income per common share:

Net (loss) income per share ( 0.51 ) ( 0.99 ) 1.48

26,004,964 25,766,825 25,710,929

Diluted loss per common share:

Net loss per share (1)

$ ( 8.45 ) $ ( 5.09 ) $ ( 9.93 )

Weighted average common shares outstanding (1)

STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

Net (loss) income $ ( 131,165 ) $ ( 255,250 ) $ 382,962

Other comprehensive (loss) income:

26,004,964 25,766,825 25,710,929

STATEMENTS OF COMPREHENSIVE LOSS

Net loss $ ( 219,835 ) $ ( 131,165 ) $ ( 255,250 )

Other comprehensive income (loss):

Foreign currency translation adjustments, net of

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( 190 ) ( 7,516 ) ( 13,554 )

Other comprehensive loss, net of tax:

Other comprehensive income (loss), net of tax:

34,387 ( 31,901 ) ( 3,388 )

Comprehensive (loss) income $ ( 163,066 ) $ ( 258,638 ) $ 382,336

Comprehensive loss $ ( 185,448 ) $ ( 163,066 ) $ ( 258,638 )

See accompanying Notes to the Consolidated Financial Statements

(1) All share and per share data for all periods presented reflect the 1-for-10 reverse stock split, which became effective on August 29, 2025.

See Note 1, “Business and Summary of Significant Accounting Policies” for further information.

GRAFTECH INTERNATIONAL LTD.

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(Dollars in thousands)

Year Ended December 31,

2025 2024 2023

Cash flow from operating activities:

Net (loss) income $ ( 131,165 ) $ ( 255,250 ) $ 382,962

Adjustments to reconcile net (loss) income to cash (used in) provided by operations:

Net loss $ ( 219,835 ) $ ( 131,165 ) $ ( 255,250 )

Adjustments to reconcile net loss to cash (used in) provided by operations:

Depreciation and amortization 61,643 62,245 56,889

Deferred income tax (benefit) provision ( 27,634 ) ( 28,123 ) 17,022

Deferred income tax expense (benefit) 42,792 ( 27,634 ) ( 28,123 )

Non-cash stock-based compensation expense 4,952 6,035 4,433

Non-cash interest expense ( 2,028 ) 8,786 ( 2,428 )

Non-cash interest expense (benefit) 7,791 ( 2,028 ) 8,786

Goodwill impairment charges — — 171,117

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Change in Tax Receivable Agreement ( 5,824 ) ( 5,330 ) ( 4,398 )

Change in long-term assets and liabilities ( 13,631 ) ( 1,963 ) ( 19,309 )

Net cash (used in) provided by operating activities ( 81,616 ) ( 40,093 ) 76,561

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Interest rate swap settlements — — 27,453

Repurchase of common stock — — ( 60,000 )

Payments for taxes related to net share settlement of equity awards ( 230 ) ( 118 ) ( 129 )

Proceeds from exercise of stock options — — 225

Dividends paid — — ( 5,134 )

Principal payments under finance lease obligations ( 111 ) ( 82 ) ( 36 )

Net cash provided by (used in) financing activities 155,718 18,713 ( 176,267 )

Net cash (used in) provided by financing activities ( 341 ) 155,718 18,713

Net change in cash and cash equivalents ( 120,288 ) 81,416 41,454

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(Dollars in thousands)

Year Ended December 31,

2025 2024 2023

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Exchange Existing 9.875 % Notes

— ( 446,167 ) —

Exchange Existing 4.625 % Notes

— ( 498,245 ) —

New 9.875 % Notes

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Net change in working capital $ 25 $ 40,254 $ 107,562

(1) Includes cash received/paid from the monthly settlements and the 2023 termination of our interest rate swaps in the years ended December 31, 2023 and 2022.

(1) Includes cash received/paid from the monthly settlements and the termination of our interest rate swaps in the year ended December 31, 2023.

See accompanying Notes to the Consolidated Financial Statements

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Balance as of December 31, 2022 25,659,724 $ 2,566 $ 745,164 $ ( 8,070 ) $ ( 401,945 ) $ 337,715

Net income — — — — 382,962 382,962

Net loss — — — — ( 255,250 ) ( 255,250 )

Other comprehensive income (loss):

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Total other comprehensive loss — — — ( 3,388 ) — ( 3,388 )

Repurchase of common stock ( 6,662,421 ) ( 67 ) ( 18,721 ) — ( 41,212 ) ( 60,000 )

Stock-based compensation 25,844 2 4,431 — — 4,433

Options exercised 25,000 — 225 — — 225

Payments for taxes related to net share settlement of equity awards ( 2,362 ) — ( 68 ) — ( 61 ) ( 129 )

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Other comprehensive income (loss):

Commodity, interest rate and foreign currency derivatives income, net of tax of $( 474 )

Foreign currency derivatives income, net of tax of $( 13 )

— — — 85 — 85

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Payments for taxes related to net share settlement of equity awards ( 7,808 ) — ( 220 ) — 102 ( 118 )

Dividends paid ($ 0.02 per share)

— — — — ( 5,134 ) ( 5,134 )

Balance as of December 31, 2024 25,726,420 $ 2,572 $ 755,338 $ ( 43,359 ) $ ( 793,453 ) $ ( 78,902 )

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See accompanying Notes to the Consolidated Financial Statements

(1) All share and per share data for all periods presented reflect the 1-for-10 reverse stock split, which became effective on August 29, 2025.

See Note 1, “Business and Summary of Significant Accounting Policies” for further information.

GRAFTECH INTERNATIONAL LTD.

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graphite electrodes and petroleum needle coke products.

Petroleum needle coke is our key raw material used in the production of graphite electrodes.

Petroleum needle coke is our key raw material used in the production of our graphite electrodes.

The Company's vision is to provide highly engineered graphite electrode products, services and solutions to electric arc furnace operators.

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The Company sells the majority of its products directly to steel manufacturers located in various jurisdictions.

The Company’s contracts consist of longer-term take-or-pay sales contracts of graphite electrodes with initial terms of up to five years and short-term purchase orders (deliveries within one year ).

The Company’s contracts consist of short-term purchase agreements, multi-year purchase agreements and spot sales.

Collectability is assessed based on the customer’s ability and intention to pay, reviewing a variety of factors including the customer’s historical payment experience and published credit and financial information.

Additionally, for multi-year contracts, we may require the customer to post a bank guarantee, guarantee of a parent, a letter of credit or a significant prepayment.

The promises of delivery of graphite electrodes represent the distinct performance obligations of the Company's contracts.

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Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur.

The estimated variable consideration is

The estimated variable consideration is reflected through revenue reversal accruals that are based on the Company's experience, as well as anticipated performance.

Historically, these

GRAFTECH INTERNATIONAL LTD.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

reflected through revenue reversal accruals that are based on the Company's experience, as well as anticipated performance.

Historically, these reversals have been insignificant.

Additionally, when termination fees are invoiced under certain provisions of the LTAs, they are accounted for as an element of variable consideration that is constrained, i.e., not recognized, until collected.

reversals have been insignificant.

Additionally, when termination fees are invoiced under certain provisions of our revenue contracts, they are accounted for as an element of variable consideration that is constrained, i.e., not recognized, until collected.

Contracts that contain multiple distinct performance obligations require an allocation of the transaction price to each performance obligation based on a relative stand-alone selling price basis.

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The allocation of the transaction price to the performance obligations remains unchanged if stand-alone selling prices change after contract inception.

Changes to LTAs are reviewed to assess whether there has been a change in volume, price or both and whether any additional volumes are at their stand-alone selling price to determine whether the contract modification should be accounted for as (1) part of the existing contract, (2) the termination of the existing contract and the creation of a new contract or (3) a separate contract.

Under the most commonly negotiated terms, the accounting is such that it treats these modified contracts as the termination of the existing contract and the creation of a new contract.

See Note 2, “Revenue from Contracts with Customers” for more information.

Inventories are stated at the lower of cost or net realizable value.

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Elements of cost in inventory include raw materials, energy costs, direct labor, manufacturing overhead and depreciation of manufacturing fixed assets.

In 2024 and 2023, the market value of our inventories fell below their carrying amounts, and as a result, we recorded a LCM inventory valuation adjustments of $ 24.9 million and $ 12.4 million for the years ended December 31, 2024 and 2023, respectively, in order to state our inventories at market.

In each of the last three years, the market value of our inventories fell below their carrying amounts, and as a result, we recorded LCM inventory valuation adjustments of $ 18.3 million, $ 24.9 million and $ 12.4 million in 2025, 2024 and 2023, respectively, in order to state our inventories at market.

The Company allocates fixed production overhead to the cost of conversion based on normal capacity utilization of the production facilities.

The Company recognizes abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) as current period charges.

As a result of reduced production levels, we recorded fixed manufacturing costs of $ 22.1 million and $ 62.4 million that would have otherwise been inventoried for years ended December 31, 2024 and 2023, respectively.

As a result of reduced production levels, we expensed fixed manufacturing costs of $ 3.3 million, $ 22.1 million and $ 62.4 million that would have otherwise been inventoried in 2025, 2024 and 2023, respectively.

Property, Plant and Equipment

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Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Depreciation expense was $ 54.3 million, $ 47.7 million and $ 45.4 million in 2024, 2023 and 2022, respectively.

Depreciation expense was $ 54.3 million in both 2025 and 2024 and $ 47.7 million in 2023.

Accounts payable associated with capital expenditures totaled $ 10.2 million and $ 10.0 million as of December 31, 2025 and 2024, respectively.

GRAFTECH INTERNATIONAL LTD.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The Company determines if an arrangement is a lease at inception.

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Leases with a term of 12 months or less are not recorded on the balance sheet.

GRAFTECH INTERNATIONAL LTD.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Right of Use (“RoU”) assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease.

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In 2024, the Company incurred $ 18.9 million of debt issuance costs that were capitalized and are being amortized into interest expense over the term of the related debt, as well as $ 18.4 million of modification costs that were recorded in Interest expense on the Consolidated Statements of Operations.

In 2025, the Company incurred $ 6.3 million of post-closure modification costs that were recorded in Interest expense on the Consolidated Statements of Operations.

See Note 5, “Debt and Liquidity” and Note 7, “Interest Expense” for more information.

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For a cash flow hedge, the effective portion of the change in the fair value of the derivative is recorded in accumulated other comprehensive loss (“AOCL”) in the Consolidated Balance Sheet.

When the underlying hedged transaction is realized, the gain or loss included in AOCL is recorded in earnings and reflected in the

GRAFTECH INTERNATIONAL LTD.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statement of Operations on the same line as the gain or loss on the hedged item attributable to the hedged risk.

When the underlying hedged transaction is realized, the gain or loss included in AOCL is recorded in earnings and reflected in the Consolidated Statement of Operations on the same line as the gain or loss on the hedged item attributable to the hedged risk.

For a net investment hedge, the effective portion of the change in the fair value of the derivative is recorded in cumulative translation adjustment, which is a component of AOCL in the Consolidated Balance Sheet and is de-recognized upon liquidation or sale of the entity.

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We formally document our hedge relationships, including the identification of the hedging instruments and the related hedged items, as well as our risk management objectives and strategies for undertaking the hedge transaction.

Derivatives are recorded at fair value in prepaid expenses and other current assets, other long-term assets, other current liabilities and other long-term obligations in the consolidated balance sheets.

Derivatives are recorded

GRAFTECH INTERNATIONAL LTD.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

at fair value in prepaid expenses and other current assets, other long-term assets, other current liabilities and other long-term obligations in the consolidated balance sheets.

We also formally assess, both at inception and at least quarterly thereafter, whether a derivative used in a hedging transaction is highly effective in offsetting changes in either the fair value or the cash flows of the hedged item.

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See Note 13, “Income Taxes” for more information.

Related Party Tax Receivable Agreement

On April 23, 2018, the Company entered into a Tax Receivable Agreement that provides Brookfield, as the sole pre-IPO stockholder, the right to receive future payments from us for 85 % of the amount of cash savings, if any, in U.S.

federal income tax and Swiss tax that we and our subsidiaries realize as a result of the utilization of certain tax assets attributable to periods prior to our IPO, including certain federal net operating losses ("NOLs"), previously taxed income under Section 959 of the Internal Revenue Code of 1986, as amended from time to time (the "Code"), foreign tax credits, and certain NOLs in Swissco (collectively, the "Pre-IPO Tax Assets").

In addition, we will pay interest on the payments we will make to Brookfield with respect to the amount of these cash savings from the due date (without extensions) of our tax return where we realize these savings to the payment date at a rate equal to the one-month period SOFR plus 1.10 %.

The term of the Tax Receivable Agreement commenced on April 23, 2018 and will continue until there is no potential for any future tax benefit payments.

The Tax Receivable Agreement liability is recorded based on the best estimate of the utilization of Pre-IPO Tax Assets and is revised annually in the fourth quarter or earlier if and when significant changes in the forecast are identified.

Retirement Plans and Post-Employment Benefits

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retirement plan are made in accordance with the requirements of the Employee Retirement Income Security Act of 1974.

GRAFTECH INTERNATIONAL LTD.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Additional information with respect to benefits plans is set forth in Note 11, “Retirement Plans and Post-Employment Benefits.”

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We have been in the past, and may become in the future, the subject of formal or informal enforcement actions or proceedings regarding noncompliance with these laws or the remediation of Company-related substances released into the environment.

Historically, such matters have been resolved by negotiation with regulatory authorities resulting in commitments to compliance, abatement or remediation programs and in some cases payment of penalties.

Historically, such matters have been resolved by negotiation with regulatory authorities resulting in commitments to

GRAFTECH INTERNATIONAL LTD.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

compliance, abatement or remediation programs and in some cases payment of penalties.

Historically, neither the commitments undertaken nor the penalties imposed on us have been material.

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One of these loans has been deemed to be essentially permanent in duration prior to settlement and, as a result, remeasurement gains and losses on this loan were recorded as a component of AOCL on the Consolidated Balance Sheets.

The remaining loans are deemed to be not permanent in nature and, as a result, remeasurement gains and losses on these loans are recorded as currency (gains) losses in other (income) expense, net, on the Consolidated Statements of Operations.

GRAFTECH INTERNATIONAL LTD.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The remaining loans are deemed to be not permanent in nature and, as a result, remeasurement gains and losses on these loans are recorded as currency (gains) losses in cost of goods sold, on the Consolidated Statements of Operations.

Other Intangible Assets and Goodwill

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Under this policy, $ 0.3 million was deferred in 2025 and $ 4.1 million was deferred in 2024.

Amortization of deferred maintenance costs totaled $ 6.2 million, $ 7.5 million and $ 4.7 million in 2024, 2023 and 2022, respectively, and are classified as a component of cost of goods sold on the Consolidated Statements of Operations.

(Loss) Earnings per share

The calculation of basic (loss) earnings per share is based on the weighted average number of common shares outstanding.

Diluted (loss) earnings per share reflects the assumed conversion of all dilutive common stock equivalents as appropriate using the treasury stock method.

See Note 15, “(Loss) Earnings per Share.”

Amortization of deferred maintenance costs totaled $ 7.1 million, $ 6.2 million and $ 7.5 million in

GRAFTECH INTERNATIONAL LTD.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2025, 2024 and 2023, respectively, and are classified as a component of cost of goods sold on the Consolidated Statements of Operations.

Loss per share

The calculation of basic loss per share is based on the weighted average number of common shares outstanding.

Diluted loss per share reflects the assumed conversion of all dilutive common stock equivalents as appropriate using the treasury stock method.

See Note 15, “Loss per Share.”

Use of Estimates

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We evaluate events that occur after the balance sheet date but before financial statements are issued to determine if a material event requires our amending the financial statements or disclosing the event.

GRAFTECH INTERNATIONAL LTD.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Recently Adopted Accounting Standards

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The guidance is to be applied retrospectively to all prior periods presented in the financial statements.

Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption.

The adoption of this ASU did not have a material impact on our consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which is intended to enhance the transparency, decision usefulness and effectiveness of income tax disclosures.

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The amendments also remove certain disclosures that are no longer considered cost beneficial.

The amendments are effective prospectively for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted.

Although the ASU only modifies the Corporation's required income tax disclosures, the Corporation is currently evaluating the impact of adopting this guidance on the consolidated financial statements, but does not expect it to be material.

We adopted this ASU on a prospective basis for this Annual Report, as presented in Note 13, “Income Taxes.”

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

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This ASU allows for early adoption and requires either prospective adoption to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements.

The Company is currently assessing the impact of this ASU on its financial statements and disclosures, but does not expect it to be material.

The Company is currently assessing the impact of this ASU on its financial statements and disclosures.

Reverse Stock Split

On August 29, 2025 (the “Effective Date”), we effected a reverse stock split of our issued and outstanding shares of common stock at a ratio of 1-for-10 (the “Reverse Stock Split”).

As a result of the Reverse Stock Split, every 10 shares of common stock issued and outstanding, or held by the Company as treasury stock, immediately prior to the Effective Date was automatically combined and converted into one new share of common stock.

The Reverse Stock Split was implemented primarily to maintain compliance with the NYSE’s minimum bid price requirement.

In addition, the number of authorized shares of the Company’s common stock and preferred stock were proportionally reduced.

The Reverse Stock Split is retroactively reflected in these condensed consolidated financial statements for all periods presented in the accompanying financial statements, including all share and per share amounts.

The Reverse Stock Split did not effect the total dollar amount of common stock or total stockholders’ deficit.

GRAFTECH INTERNATIONAL LTD.

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The following table provides information about disaggregated revenue by type of product and contract:

Year Ended December 31,

2024 2023 2022

(Dollars in thousands)

Graphite Electrodes - LTAs $ 116,786 $ 253,262 $ 870,287

Graphite Electrodes - Non-LTAs 376,858 338,746 351,140

(in thousands) 2025 2024 2023

Graphite electrodes $ 460,638 $ 493,644 $ 592,008

By-products and other 43,496 45,138 28,492

Total Revenues $ 504,134 $ 538,782 $ 620,500

In the first quarter of 2025, the Company updated its presentation of disaggregated revenue to align with how management evaluates its commercial and financial performance.

Due to the immaterial amount of remaining take or pay contracts with initial terms of three to five years (“LTAs”), we no longer show these revenues as a separate line item.

Contract Balances

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Payment terms on invoices primarily range from 30 to 90 days depending on the customary business practices of the jurisdictions in which we do business.

Certain short-term and longer-term sales contracts require up-front payments prior to the Company’s fulfillment of any performance obligation.

These contract liabilities are recorded as current or long-term deferred revenue, depending on the lag between the prepayment and the expected delivery of the related products.

Additionally, deferred revenue or contract assets originate from contracts where the allocation of the transaction price to the performance obligations based on their relative stand-alone selling prices results in the timing of revenue recognition being different from the timing of the invoicing.

In this case, deferred revenue is amortized into revenue based on the transaction price allocated to the remaining performance obligations and contract assets are realized through the contract invoicing.

The Company did not have any contract asset balances as of December 31, 2025 or 2024.

Current deferred revenue is included in "Other accrued liabilities" on the Consolidated Balance Sheets.

The following table provides our contract liability balances as of December 31, 2024 and 2023.

December 31, 2024 December 31, 2023

(Dollars in thousands)

Current deferred revenue $ 11,223 $ 31,583

The amount of revenue recognized in 2024 that was included in the December 31, 2023 current deferred revenue balance was $ 26.0 million.

The decrease in the December 31, 2024 current deferred revenue balance versus the prior year was primarily due to revenue recognized in the current year, partially offset by customer prepayments.

The amount of revenue recognized in 2023 that was included in the December 31, 2022 deferred revenue current balance was $ 13.0 million.

Deferred revenue is included in “Other accrued liabilities” on the Consolidated Balance Sheets.

We did not have any deferred revenue as of December 31, 2025 and our deferred revenue balance was $ 11.2 million as of December 31, 2024.

The decrease in deferred revenue was driven by revenue recognized during 2025, upon final resolution of a customer contingency.

The amount of revenue recognized in 2024 that was included in the December 31, 2023 deferred revenue balance was $ 26.0 million.

GRAFTECH INTERNATIONAL LTD.

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(3) Stock-Based Compensation

The Company’s Omnibus Equity Incentive Plan permits the granting of options and other stock-based awards (including restricted stock units (“RSUs”), deferred restricted stock units (“DRSUs”) performance-based restricted stock units (“PSUs”) and deferred share units (“DSUs”)).

The Company’s Omnibus Equity Incentive Plan permits the granting of options and other stock-based awards (including RSUs, deferred restricted stock units (“DRSUs”), PSUs and DSUs).

As of December 31, 2025, the aggregate number of shares authorized under the plan since its initial adoption was 1.5 million.

1 unchanged sentence

Upon the vesting or payment of stock awards, an employee may elect receipt of the full share amount and either pay the resulting taxes or have the Company withhold shares to cover the tax obligation up to minimum statutory rates.

At December 31, 2024, 4.8 million common stock shares were available for future issuance.

At December 31, 2025, 44 thousand common stock shares were available for future issuance.

Stock-based compensation expense was $ 5.0 million, $ 6.0 million and $ 4.4 million in 2025, 2024 and 2023, respectively.

1 unchanged sentence

The Company derives a tax deduction measured by the excess of the market value over the grant price at the date stock-based compensation awards are exercised or vest.

The Company recognized tax expense of $ 0.3 million and $ 0.2 million in 2024 and 2023, respectively, and a tax benefit of less than $ 0.1 million in 2022, relating to the issuance of common stock for the exercise/vesting of equity awards.

The Company recognized tax expense of $ 0.2 million, $ 0.3 million and $ 0.2 million in 2025, 2024 and 2023, respectively, relating to the issuance of common stock for the exercise/vesting of equity awards.

Stock Options.

2 unchanged sentences

Stock options granted prior to 2023 vest over a five-year period, with one-fifth of the award vesting on the anniversary date of the grant in each of the five years following the grant date.

No stock options were granted in 2024.

No stock options were granted in 2024 or 2025.

All stock options expire 10 years from the date of grant.

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We calculate the fair value of stock options using the Black-Scholes option-pricing model.

The weighted average assumptions used in our Black-Scholes option pricing model for options granted in 2023 and 2022 were as follows:

The weighted average assumptions used in our Black-Scholes option pricing model for options granted in 2023 were as follows:

Dividend yield 0.71 % - 0.83 %

0.40 % - 0.56 %

Expected volatility 58.16 %

Risk-free interest rate 3.60 % - 4.10 %

1.93 % - 2.89 %

Expected term in years 6.0 years 6.5 years

Expected term in years 6.0 years

Dividend Yield .

36 unchanged sentences

We recognized stock-based compensation expense of $ 0.3 million, $ 0.6 million and $ 0.8 million in 2025, 2024 and 2023, respectively, relating to stock options.

As of December 31, 2024, there was $ 1.0 million of total unrecognized compensation cost related to unvested stock options, which is expected to be amortized over a weighted average period of 1.8 years.

The total fair value of options vested was $ 0.7 million in both 2024 and 2023 and $ 0.3 million in 2022.

There were 25,000 options exercised in 2022.

No options were exercised in 2024 or 2023.

Cash received from option exercises during 2022 was $ 0.2 million.

As of December 31, 2025, there was $ 0.2 million of total unrecognized compensation cost related to unvested stock options, which is expected to be amortized over a weighted average period of 1.0 year.

The total fair value of options vested was $ 0.5 million in 2025 and $ 0.7 million in both 2024 and 2023.

RSUs - Employees.

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484,311 $ 16.24

During 2025, 2024 and 2023, we recognized stock-based compensation expense of $ 3.1 million, $ 3.2 million and $ 1.7 million, respectively, relating to RSU awards for employees.

The total fair value of RSU awards vested during 2025, 2024 and 2023 was $ 3.0 million, $ 1.8 million and $ 0.9 million, respectively.

As of December 31, 2025, $ 4.8 million of expense with respect to

GRAFTECH INTERNATIONAL LTD.

1 unchanged sentence

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

During 2024, 2023 and 2022, we recognized stock-based compensation expense of $ 3.2 million, $ 1.7 million and $ 0.7 million, respectively, relating to RSU awards for employees.

The total fair value of RSU awards vested during 2024, 2023 and 2022 was $ 1.8 million, $ 0.9 million and less than $ 0.1 million, respectively.

As of December 31, 2024, $ 6.4 million of expense with respect to non-vested RSUs has yet to be recognized and will be amortized into expense over a weighted-average period of approximately 2.0 years.

Beginning in 2023, executive officers and selected other employees receive PSU awards.

non-vested RSUs has yet to be recognized and will be amortized into expense over a weighted-average period of approximately 1.7 years.

Executive officers and selected other employees receive PSU awards.

Payouts, in the form of unrestricted common stock, vary between 0 % and 200 % based on the degree to which the Company’s total shareholder return relative to a peer group’s performance exceeds predetermined threshold, target and maximum performance goals over three-year performance periods with measurement periods after 12-, 24-, and 36-months.

No payout will occur unless threshold performance is achieved.

The final payout for PSUs granted in 2024 is subject to a 3.5x value cap.

The final payout for PSUs granted in 2024 and 2025 is subject to a 3.5x value cap.

The following table summarizes the activity related to PSUs during 2025:

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The fair value of grants of PSUs is determined using a Monte Carlo valuation.

Total compensation expense for PSUs in 2024 and 2023 was $ 1.2 million and $ 0.7 million, respectively.

Total compensation expense for PSUs was $ 0.4 million, $ 1.2 million and $ 0.7 million in 2025, 2024 and 2023, respectively.

As of December 31, 2025, there was $ 1.0 million of unrecognized compensation cost related to PSUs.

RSUs and DRSUs - Non-Employee Directors.

Beginning in 2023, non-employee directors receive annual grants of service-based RSUs that are expected to vest six months after the date of grant, subject generally to a non-employee director’s continued service on the Company’s Board of Directors.

Non-employee directors receive annual grants of service-based RSUs that are expected to vest six months after the date of grant, subject generally to a non-employee director’s continued service on the Company’s Board of Directors.

Compensation expense for RSUs and DRSUs is based on the closing price of our common stock on the date of grant, less forfeitures or cancellations of awards throughout the vesting period.

9 unchanged sentences

133,179 $ 11.76

The Company recognized $ 0.7 million and $ 0.6 million of expense related to these awards in 2024 and 2023, respectively.

The Company recognized $ 0.7 million of expense in both 2025 and 2024 and $ 0.6 million of expense in 2023 related to these awards.

DSUs are primarily granted to our non-employee directors in lieu of cash retainers and vest immediately upon grant.

All whole DSUs will be settled in shares of our common stock after the Director's termination of service on the Board and any fractional shares will be settled in cash.

All whole DSUs will be settled in shares of our common stock after the Director's termination of service on the Board of Directors and any fractional shares will be settled in cash.

The following table summarizes DSU activity during 2025:

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The total fair value of DSU awards vested was $ 0.6 million in 2025, $ 0.3 million in 2024 and $ 0.5 million in 2023.

All share and per share data in the discussion above for all periods presented reflect the 1-for-10 reverse stock split, which became effective on August 29, 2025.

See Note 1, “Business and Summary of Significant Accounting Policies” for further information.

GRAFTECH INTERNATIONAL LTD.

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We utilize the majority of the needle coke that we produce internally to manufacture our graphite electrodes and as a result approximately 91 % of our revenues from external customers are derived from the sale of graphite electrodes.

For the year ended December 31, 2025, one customer accounted for approximately 11 % of the Company’s consolidated net sales.

No single customer accounted for 10% or more of the Company's net sales in 2024 or 2023.

The accounting policies of our Industrial Materials segment are the same as those described in Note 1, “Business and Summary of Significant Accounting Policies.” Our chief operating decision maker is our chief executive officer.

The chief operating decision maker assesses performance for our Industrial Materials segment and decides how to allocate resources based on net (loss) income, which is also reported on the Consolidated Statements of Operations and Comprehensive (Loss) Income as consolidated net (loss) income.

The chief operating decision maker assesses performance for our Industrial Materials segment and decides how to allocate resources based on net loss, which is also reported on the Consolidated Statements of Operations and Comprehensive Loss as consolidated net loss.

The measure of segment assets is reported on the Consolidated Balance Sheets as total consolidated assets.

The chief operating decision maker uses net (loss) income to evaluate growth trends, establish budgets, assess operational efficiencies and evaluate our overall financial performance.

The chief operating decision maker uses net loss to evaluate growth trends, establish budgets, assess operational efficiencies and evaluate our overall financial performance.

The following table presents selected financial information with respect to the Company’s single operating segment for the years ended December 31, 2025, 2024 and 2023:

Year Ended December 31,

2024 2023 2022

(Dollars in thousands)

(in thousands) 2025 2024 2023

Net sales $ 504,134 $ 538,782 $ 620,500

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Interest income ( 6,632 ) ( 5,701 ) ( 3,439 )

Income tax (benefit) expense ( 22,103 ) ( 18,514 ) 69,356

Net (loss) income $ ( 131,165 ) $ ( 255,250 ) $ 382,962

Income tax expense (benefit) 49,393 ( 22,103 ) ( 18,514 )

Net loss $ ( 219,835 ) $ ( 131,165 ) $ ( 255,250 )

(1) Cash cost of goods sold is defined as cost of goods sold less depreciation and amortization and less cost of goods sold associated with the portion of our sales that consist of deliveries of by-products of the manufacturing processes, and is the significant expense the chief operating decision maker uses to evaluate segment expenses.

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The following tables summarize information as to the Company's operations in different geographic areas:

Year Ended December 31,

2024 2023 2022

(Dollars in thousands)

(in thousands) 2025 2024 2023

United States $ 206,190 $ 171,192 $ 206,263

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Total $ 504,134 $ 538,782 $ 620,500

(Dollars in thousands)

(in thousands) 2025 2024

Long-lived assets (a):

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The following table presents our long-term debt:

(in thousands)

December 31, 2025

December 31, 2024

(Dollars in thousands)

Initial First Lien Term Loans due 2029 $ 175,000 $ 175,000

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New 4.625 % Second Lien Notes due 2029

498,245 498,245

Existing 9.875 % Senior Notes due 2028

New 9.875 % Second Lien Notes due 2029

Other debt — 139

446,167 446,167

Unamortized debt discount and issuance costs ( 30,294 ) ( 38,085 )

Total debt 1,086,915 925,645

Long-term debt, current portion — ( 134 )

Long-term debt $ 1,086,915 $ 925,511

Total long-term debt $ 1,094,706 $ 1,086,915

On December 23, 2024 (the “Settlement Date”), the Company consummated offers by GrafTech Finance Inc.

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(“GrafTech Global” and, together with GrafTech Finance, the “Issuers”), each a subsidiary of the Company, to exchange (each an “Exchange Offer” and, together, the “Exchange Offers”) any and all of (i) GrafTech Finance’s 4.625 % senior secured notes due 2028 (the “Existing 4.625 % Notes”) and (ii) GrafTech Global’s 9.875 % senior secured notes due 2028 (the “Existing 9.875 % Notes” and, together with the Existing 4.625 % Notes, the “Existing Notes”), for new 4.625 % second lien notes due 2029 (the “New 4.625 % Notes”) and new 9.875 % second lien notes due 2029, respectively (the “New 9.875 % Notes”).

The Company and the Issuers also consummated the solicitation of consents (with respect to each series of Existing Notes, a “Consent Solicitation” and, collectively, the “Consent Solicitations”), on the terms and subject to the conditions set forth in a confidential exchange offer memorandum and consent solicitation statement (the “Offering Memorandum”) from certain eligible holders of each series of the Existing Notes (the “Existing Noteholders”) (with respect to each series of Existing Notes, a “Consent” and, collectively, the “Consents”) pursuant to which amendments were entered into to the indenture governing the Existing 4.625 % Notes (as amended, the “Existing 4.625 % Notes Indenture”), and the indenture governing the Existing 9.875 % Notes (the “Existing 9.875 % Notes Indenture” and, together with the Existing 4.625 % Notes Indenture, the “Existing Notes Indentures”), that (i) eliminated substantially all of the restrictive covenants as well as certain events of default and related provisions and definitions in the Existing Notes Indentures and (ii) released all of the collateral securing the Existing Notes.

GRAFTECH INTERNATIONAL LTD.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The Company and the Issuers also consummated the solicitation of consents (with respect to each series of Existing Notes, a “Consent Solicitation” and, collectively, the “Consent Solicitations”), on the terms and subject to the conditions set forth in a confidential exchange offer memorandum and consent solicitation statement (the “Offering Memorandum”) from certain eligible holders of each series of the Existing Notes (the “Existing Noteholders”) (with respect to each series of Existing Notes, a “Consent” and, collectively, the “Consents”) pursuant to which amendments were entered into to the indenture governing the Existing 4.625% Notes (as amended, the “Existing 4.625% Notes Indenture”), and the indenture governing the Existing 9.875% Notes (the “Existing 9.875% Notes Indenture” and, together with the Existing 4.625% Notes Indenture, the “Existing Notes Indentures”), that (i) eliminated substantially all of the restrictive covenants as well as certain events of default and related provisions and definitions in the Existing Notes Indentures and (ii) released all of the collateral securing the Existing Notes.

Issuance of New Notes due 2029

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The New Notes Indentures contain certain covenants that, among other things, limit the Company’s ability, and the ability of certain of its subsidiaries, to incur or guarantee additional indebtedness or issue preferred stock, pay distributions on, redeem or repurchase capital stock or redeem or repurchase subordinated debt, incur or suffer to exist liens securing indebtedness, make certain investments, engage in certain transactions with affiliates, consummate certain asset sales and effect a consolidation or merger, or sell, transfer, lease or otherwise dispose of all or substantially all assets.

Pursuant to the New

GRAFTECH INTERNATIONAL LTD.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Notes Indentures, if our pro forma consolidated total net leverage ratio is no greater than 2.50 to 1.00, we can make restricted payments so long as no default or event of default has occurred and is continuing.

Pursuant to the New Notes Indentures, if our pro forma consolidated total net leverage ratio is no greater than 2.50 to 1.00, we can make restricted payments so long as no default or event of default has occurred and is continuing.

If our pro forma consolidated total net leverage ratio is greater than 2.50 to 1.00, we can make restricted payments pursuant to certain baskets.

We were in compliance with all of our debt covenants in the New Notes Indentures as of December 31, 2024.

We were in compliance with all of our debt covenants in the New Notes Indentures as of December 31, 2025 and 2024.

The New 4.625% Notes are guaranteed, jointly and severally, on a senior secured second-priority basis by the domestic Guarantors (the “U.S.

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In accordance with the terms of the New Notes Indentures, the New Trustee is obligated to first enforce the guarantees of the U.S.

GRAFTECH INTERNATIONAL LTD.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Guarantors prior to any guarantees of the Foreign Guarantors, subject to certain terms described therein.

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The Existing 4.625 % Notes Indenture contains certain events of default customary for agreements of its type (with customary grace periods, as applicable) and provides that, upon the occurrence of an event of default arising from certain events of bankruptcy or insolvency with respect to the Company or GrafTech Finance, all outstanding Existing 4.625 % Notes will become due and payable immediately without further action or notice.

If any other type of event of default occurs and is

If any other type of event of default occurs and is continuing, then the trustee or the holders of at least 30 % in principal amount of the then outstanding Existing 4.625% Notes may declare all of the Existing 4.625 % Notes to be due and payable immediately.

We were in compliance with all of our debt covenants as of December 31, 2025 and 2024.

Following the Exchange Offer, approximately $ 1.8 million aggregate principal amount of Existing 4.625 % Notes remain outstanding.

GRAFTECH INTERNATIONAL LTD.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continuing, then the trustee or the holders of at least 30 % in principal amount of the then outstanding Existing 4.625% Notes may declare all of the Existing 4.625% Notes to be due and payable immediately.

We were in compliance with all of our debt covenants as of December 31, 2024 and 2023.

Following the Exchange Offer, approximately $ 1.8 million aggregate principal amount of Existing 4.625% Notes remain outstanding.

Existing 9.875% Notes due 2028

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The First Lien Term Loans and the 2018 Revolving Credit Facility are secured on a pari passu basis by perfected first-priority security interests in the Collateral.

The First Lien Term Loans bear interest at the option of GrafTech Global, at a rate equal to (i) Term SOFR (as defined in the First Lien Term Loan Credit Agreement) (subject to a 2.00 % floor) plus 6.00 % per annum or (ii) the ABR (as defined in the First Lien Term Loan Credit Agreement) plus 5.00 % per annum.

The Company will pay a ticking fee with respect to undrawn Delayed Draw Commitments in an amount equal to 3.75 % per annum of the amount of such undrawn and outstanding commitments.

The First Lien Term Loans are prepayable in whole or in

GRAFTECH INTERNATIONAL LTD.

1 unchanged sentence

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The Company will pay a ticking fee with respect to undrawn Delayed Draw Commitments in an amount equal to 3.75 % per annum of the amount of such undrawn and outstanding commitments.

The First Lien Term Loans are prepayable in whole or in part at the option of the Company (i) prior to the 24-month anniversary of the Settlement Date, subject to payment of a customary “make-whole” premium (which includes a 2.00 % prepayment premium), (ii) on or after the 24-month anniversary of the Settlement Date through, but excluding, the 36-month anniversary of the Settlement Date, subject to a 2.00 % prepayment premium, and (iii) on or after the 36-month anniversary of the Settlement Date, without a prepayment premium.

part at the option of the Company (i) prior to the 24-month anniversary of the Settlement Date, subject to payment of a customary “make-whole” premium (which includes a 2.00 % prepayment premium), (ii) on or after the 24-month anniversary of the Settlement Date through, but excluding, the 36-month anniversary of the Settlement Date, subject to a 2.00 % prepayment premium, and (iii) on or after the 36-month anniversary of the Settlement Date, without a prepayment premium.

If the Company sells certain of its assets, then GrafTech Global may be required to offer to prepay the First Lien Term Loans and/or other indebtedness of GrafTech Global and/or its subsidiaries.

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Lenders holding all of the Company’s existing revolving commitments who agreed to provide commitments under the 2018 Revolving Credit Facility were paid a customary extension fee, in connection with the December 2024 amendment.

The 2018 Revolving Credit Facility has customary negative covenants and events of default and is required to be prepaid in the case of certain mandatory prepayments of the First Lien Term Loans.

The 2018 Revolving Credit Facility also includes a financial covenant requiring that the Company have a Senior Secured First Lien Net Leverage Ratio of no more than 4.00 to 1.00, tested quarterly, to the extent outstanding revolving loans and letters of credit (subject to certain exclusions) exceed 51.3 %

GRAFTECH INTERNATIONAL LTD.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The 2018 Revolving Credit Facility has customary negative covenants and events of default and is required to be prepaid in the case of certain mandatory prepayments of the First Lien Term Loans.

of the amount of commitments then-existing under the 2018 Revolving Credit Facility.

We were in compliance with all of our debt covenants as of December 31, 2025 and 2024.

Maturities on long-term debt instruments as of December 31, 2025 are as follows:

(Dollars in thousands)

(in thousands)

2029 1,119,412

2030 and thereafter —

Total $ 1,125,000

(6) Other Intangible Assets and Goodwill

Other Intangible Assets

The following table summarizes acquired intangible assets with determinable useful lives by major category which are included in "Other assets" on our Consolidated Balance Sheets:

(6) Intangible Assets and Goodwill

Intangible Assets

The following table summarizes intangible assets with determinable useful lives by major category which are included in "Other assets" on our Consolidated Balance Sheets:

December 31, 2025

December 31, 2024

Amount Accumulated

Amortization Net

Amount Accumulated

(in thousands) Cost Accumulated

Amortization Net Cost Accumulated

Amortization Net

(Dollars in thousands)

Trade names $ 22,500 $ ( 18,986 ) $ 3,514 $ 22,500 $ ( 18,226 ) $ 4,274

Technology and know-how 55,300 ( 48,613 ) 6,687 55,300 ( 45,746 ) 9,554

Customer-related intangibles 64,500 ( 41,063 ) 23,437 64,500 ( 36,802 ) 27,698

Total finite-lived intangible assets $ 142,300 $ ( 107,902 ) $ 34,398 $ 142,300 $ ( 99,927 ) $ 42,373

Technology 55,300 ( 50,969 ) 4,331 55,300 ( 48,613 ) 6,687

Customer relationships 64,500 ( 45,295 ) 19,205 64,500 ( 41,063 ) 23,437

$ 142,300 $ ( 115,250 ) $ 27,050 $ 142,300 $ ( 107,902 ) $ 34,398

Amortization expense of intangible assets was $ 7.3 million, $ 8.0 million and $ 9.2 million in 2025, 2024 and 2023, respectively.

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The testing determined that the fair value of the Graphite Electrode reporting unit was less than its carrying amount by more than the amount of goodwill.

As a result, we recorded a full impairment charge of $ 171.1 million, which was recorded in Goodwill impairment charges in the Consolidated Statements of Income.

As a result, we recorded a full impairment charge of $ 171.1 million, which was recorded in Goodwill impairment charges in the Consolidated Statements of Operations.

The goodwill impairment was caused primarily by reduced sales of graphite electrodes due to softening demand and the deterioration of the electrode spot pricing.

For the 2022 annual goodwill impairment testing, the Company performed a qualitative assessment first to determine whether it was more likely than not that the fair value of the Graphite Electrode reporting unit was less than its carrying amount.

We assessed relevant events and circumstances, including industry, market and macroeconomic conditions, as well as Company and reporting unit-specific factors.

Based on this review, we determined that it was not more likely than not that the fair value of the Graphite Electrode reporting unit was less than its carrying amount and concluded that the quantitative goodwill impairment test was not required.

No impairment of goodwill resulted from our annual impairment test in 2022.

(7) Interest Expense

The components of interest expense are as follows:

Year Ended December 31,

2024 2023 2022

(Dollars in thousands)

(in thousands) 2025 2024 2023

Interest incurred on debt $ 89,974 $ 68,971 $ 56,219

3 unchanged sentences

Amortization of interest rate swap deferred gains — ( 7,384 ) ( 5,480 )

Unrealized loss (gain) on termination of de-designated interest rate swap — 7,111 ( 7,111 )

Unrealized loss on termination of de-designated interest rate swap — — 7,111

Realized gain on termination of de-designated interest rate swap — — ( 6,918 )

Total interest expense $ 104,057 $ 85,313 $ 58,087

GRAFTECH INTERNATIONAL LTD.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The financing transactions entered in 2024 (described in further detail in Note 5, “Debt and Liquidity”) were accounted for as a modification of the existing debt under ASC 470-50, Debt—Modifications and Extinguishments.

As a result, the Company incurred $ 37.3 million of fees and expenses directly attributable to the modification.

As a result, in 2024, the Company incurred $ 37.3 million of fees and expenses directly attributable to the modification.

Of these costs, $ 18.4 million related to third-party costs was expensed as incurred and is included in Interest expense on the Consolidated Statements of Operations and $ 18.9 million related to lender fees was capitalized as debt issuance costs and is being amortized over the remaining term of the related debt.

The Company incurred $ 6.3 million of fees and expenses related to post-closure costs attributable to the modification, which were expensed as incurred in 2025.

In June 2023, the net proceeds from the issuance of the Existing 9.875 % Notes were used to repay the $ 433.7 million of principal outstanding on the 2018 Term Loan Facility.

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As a result of the swaps termination, we recorded in interest expense realized gains of $ 6.9 million relative to our de-designated swap and we deferred realized gains of $ 13.5 million in accumulated other comprehensive loss (“AOCL”) in connection with our designated swap.

The gains deferred into AOCL for the designated swap were amortized into interest expense through August 2024, consistent with the term of the discontinued cash-flow hedging relationship.

The gains deferred

GRAFTECH INTERNATIONAL LTD.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

into AOCL for the designated swap were amortized into interest expense through August 2024, consistent with the term of the discontinued cash-flow hedging relationship.

The Existing 9.875 % Notes and the New 9.875 % Notes carry fixed interest rates of 9.875 %.

1 unchanged sentence

The Initial First Lien Term Loan had an effective interest rate of 9.86 % as of December 31, 2025.

The 2018 Term Loan Facility, which was paid off in its entirety in June 2023, had an effective interest rate of 7.38 % as of December 31, 2022.

In 2022, the Company made voluntary prepayments of $ 110.0 million under its 2018 Term Loan Facility.

In connection with this, the Company recorded $ 0.5 million of accelerated accretion of the original issue discount and $ 0.8 million of accelerated amortization of the debt issuance cost.

See Note 5, “Debt and Liquidity” for details of our debt and Note 8, “Fair Value Measurements and Derivative Instruments” for additional details on our interest rate swaps and embedded derivative.

The Company pays a ticking fee associated with the undrawn Delayed Draw Commitments in an amount equal to 3.75 % per annum.

See Note 5, “Debt and Liquidity” for details of our debt.

(8) Fair Value Measurements and Derivative Instruments

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• Level 3 – Unobservable inputs developed using estimates and assumptions developed by the Company, which reflect those that a market participant would use.

GRAFTECH INTERNATIONAL LTD.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following tables present the classification of our assets and liabilities measured at fair value on a recurring basis:

The following tables present the classification of our assets and liabilities measured at fair value on a recurring basis (in thousands):

December 31, 2025 Total Level 1 Level 2 Level 3

(Dollars in thousands)

Foreign currency derivatives $ 217 $ — $ 217 $ —

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December 31, 2024 Total Level 1 Level 2 Level 3

(Dollars in thousands)

Foreign currency derivatives $ 296 $ — $ 296 $ —

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We use derivative financial instruments, primarily foreign currency derivatives, and have in the past used commodity derivative contracts and interest rate swaps as part of our overall strategy to manage risks from these market fluctuations.

GRAFTECH INTERNATIONAL LTD.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Certain of our derivative contracts contain provisions that require us to provide collateral.

11 unchanged sentences

The resulting unrealized gains or losses from these derivatives are recorded in AOCL and subsequently, when realized, are reclassified to net sales or cost of goods sold in the Consolidated Statements of Operations when the hedged exposures affect earnings.

GRAFTECH INTERNATIONAL LTD.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Commodity derivative contracts

2 unchanged sentences

The unrealized gains or losses related to commodity derivative contracts designated as cash flow hedges are recorded in AOCL and subsequently, when realized, are reclassified to the Consolidated Statement of Operations when the hedged item impacts earnings, which is when the finished product is sold.

There were no commodity derivative contracts outstanding as of December 31, 2025.

Interest rate swap contracts

2 unchanged sentences

Upon discontinuance of a designated cash flow hedging relationship, when interest payments are still probable of occurring, the fair value at the date of discontinuance is deferred into AOCL and amortized into interest expense based upon the term of the cash flow hedging relationship.

We entered into interest rate swap contracts that were "pay fixed, receive variable." Our risk management objective was to fix our cash flows associated with the risk of variability in the one-month USD LIBOR for a portion of our outstanding debt.

It was expected that the swaps would fix the cash flows associated with the forecasted interest payments on our debt to an effective fixed interest rate of 4.2 %, which could be lowered to 3.95 % depending on credit ratings.

Since their modification concurrent with the 2018 Term Loan Facility modification in the first quarter of 2021, the swaps contained an other-than-insignificant financing element.

As such, they were considered hybrid instruments composed of a debt host and an embedded derivative and the associated cash flows are classified as financing (uses)/sources of cash.

The embedded derivative was treated as a cash flow hedge.

In the first quarter of 2022, in connection with the partial repayment of principal on our 2018 Term Loan Facility and our probability assessment of the variable-rate debt remaining outstanding through the term of the swaps, we de-designated one interest rate swap contract with a $ 250.0 million notional amount, that matured in the third quarter of 2024.

The fair value of the embedded derivative at the de-designation date was a gain of $ 6.6 million and was recorded in AOCL and was amortized into interest expense over the remaining life of the swap.

In the third quarter of 2022, we redeemed $ 67.0 million of our $ 250.0 million notional amount de-designated interest rate swap.

The change in fair value of the de-designated embedded derivative for the year ended December 31, 2023 resulted in a loss of $ 7.1 million, compared to a gain of $ 7.1 million for the year ended December 31, 2022, recorded in interest expense in the Consolidated Statements of Operations.

In the second quarter of 2023, in connection with the repayment of the $ 433.7 million outstanding balance on our 2018 Term Loan Facility, we terminated our $ 183.0 million notional de-designated interest rate swap and our $ 250.0 million notional designated interest rate swap and received net cash of $ 20.4 million.

The net cash received included a $ 23.1 million gain on the embedded derivatives, partially offset by a $ 2.8 million loss on the settlement of our debt host liability as of the termination date.

Out of the $ 23.1 million gain on the embedded derivatives, $ 6.9 million for the de-designated swap was recorded in interest expense and $ 16.2 million for the designated swap was recorded in AOCL and was amortized into interest expense using the effective interest method through August 2024.

There were no interest rate swaps outstanding as of December 31, 2025.

All derivatives are recorded on the balance sheet at fair value.

4 unchanged sentences

The fair values will also be classified as short-term or long-term depending upon their maturity dates.

GRAFTECH INTERNATIONAL LTD.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The notional amounts of our outstanding derivative instruments as of December 31, 2025 and 2024 were as follows:

December 31, 2024 December 31, 2023

(in thousands) December 31, 2025 December 31, 2024

Notional Amount Notional Amount

(Dollars in thousands)

Derivative instruments designated as hedges:

Foreign currency derivatives $ — $ 10,684

Derivative instruments not designated as hedges:

Foreign currency derivatives $ 35,498 $ 11,918

The following table summarizes the fair value of our outstanding derivatives designated as hedges (on a gross basis) and balance sheet classification as of December 31, 2024 and 2023:

December 31, 2024 December 31, 2023

Fair Value Fair Value

(Dollars in thousands)

Prepaid and other current assets

Foreign currency derivatives $ — $ 386

Total $ — $ 386

Total asset $ — $ 386

As of December 31, 2025, net realized pre-tax gains of $ 0.1 million related to our foreign currency derivatives were reported in AOCL and will be released to earnings within the next 12 months.

In addition, we recorded $ 0.8 million of ineffectiveness income in cost of goods sold in the Consolidated Statements of Operations in 2022 related to the settlement of commodity derivative contracts.

No ineffectiveness expense was recorded in 2025, 2024 or 2023.

GRAFTECH INTERNATIONAL LTD.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The realized losses (gains) on cash flow hedges are recognized in the Statements of Operations when the hedged item impacts earnings and are as follows for the years ended December 31, 2025, 2024 and 2023:

Amount of Loss/(Gain)

Location of Realized Loss/(Gain) Recognized in the Consolidated Statement of Operations 2024 2023 2022

Amount of (Gain)/Loss

(in thousands) Location of Realized (Gain)/Loss Recognized in the Consolidated Statement of Operations 2025 2024 2023

Derivatives designated as cash flow hedges:

(Dollars in thousands)

Foreign currency derivatives Cost of goods sold $ ( 241 ) $ 121 $ 5,541

1 unchanged sentence

Interest rate swaps Interest expense — ( 7,384 ) ( 10,617 )

GRAFTECH INTERNATIONAL LTD.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Pre-tax gains and losses on non-designated derivatives recognized in earnings are as follows:

Amount of Loss/(Gain)

Location of Realized Loss/(Gain) Recognized in the Consolidated Statement of Operations 2024 2023 2022

Amount of (Gain)/Loss

(in thousands) Location of Realized (Gain)/Loss Recognized in the Consolidated Statement of Operations 2025 2024 2023

Derivatives not designated as hedges:

(Dollars in thousands)

Foreign currency derivatives Cost of goods sold, other expense (income), net $ 492 $ ( 314 ) $ ( 938 )

Foreign currency derivatives Cost of goods sold $ ( 1,139 ) $ 492 $ ( 314 )

Interest rate swaps Interest expense — — ( 2,957 )

1 unchanged sentence

December 31, 2025 December 31, 2024

Fair Value Fair Value

(Dollars in thousands)

(in thousands) Fair Value Fair Value

Prepaid and other current assets

2 unchanged sentences

Foreign currency derivatives ( 26 ) ( 248 )

Net asset (liability) $ 48 $ ( 275 )

Net asset $ 191 $ 48

GRAFTECH INTERNATIONAL LTD.

3 unchanged sentences

The following tables present supplementary balance sheet details:

(in thousands)

December 31, 2025

December 31, 2024

(Dollars in thousands)

Raw materials and supplies $ 76,115 $ 78,386

25 unchanged sentences

$ 40,388 $ 48,559

GRAFTECH INTERNATIONAL LTD.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following table presents an analysis of the allowance for doubtful accounts for the years ended December 31:

2024 2023 2022

(Dollars in thousands)

(in thousands) 2025 2024 2023

Balance at beginning of year $ 7,114 $ 7,708 $ 8,019

(Credit) charge to income ( 660 ) ( 439 ) 1,585

Deductions 66 128 ( 401 )

Write-offs ( 4,959 ) — —

Charge (credit) to income 932 ( 660 ) ( 439 )

Translation adjustment/other 184 66 128

Balance at end of year $ 3,271 $ 7,114 $ 7,708

2 unchanged sentences

(“GrafTech Mexico”) participates in an electronic vendor voucher payment program supported by the Mexican Government through one of its national banks, whereby suppliers can factor their invoices through a financial intermediary.

This program gives GrafTech Mexico’s suppliers the option to settle trade receivables by obtaining payment for a discounted amount from the financial intermediary prior to the invoice due date for a discounted amount.

GrafTech Mexico’s responsibility is limited to making payment on the terms originally negotiated with its supplier, regardless of whether the supplier elects to receive early payment.

The range of payment terms GrafTech Mexico negotiates with its suppliers is consistent, irrespective of whether a supplier participates in the program.

This program gives GrafTech Mexico’s suppliers the option to settle trade receivables by obtaining payment from the financial intermediary prior to the invoice due date for a discounted amount.

GrafTech Mexico’s responsibility is limited to

GRAFTECH INTERNATIONAL LTD.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

making payment on the terms originally negotiated with its supplier, regardless of whether the supplier elects to receive early payment.

SFP obligations are included in accounts payable on the Consolidated Balance Sheets and upon settlement, are reflected as cash flow from operating activities in the Consolidated Statements of Cash Flows.

See below for a rollforward of our SFP obligations.

(Dollars in thousands)

(in thousands)

Confirmed obligations outstanding as of December 31, 2023 $ 4,636

4 unchanged sentences

Confirmed invoices paid during the year ( 22,449 )

Translation ( 155 )

Confirmed obligations outstanding as of December 31, 2025 $ 3,879

GRAFTECH INTERNATIONAL LTD.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The Company leases certain transportation and mobile manufacturing equipment such as railcars and forklifts, as well as real estate.

The components of lease expense are as follows:

Year Ended December 31,

2024 2023 2022

(Dollars in thousands)

(in thousands) 2025 2024 2023

Operating lease cost $ 3,387 $ 3,966 $ 4,896

6 unchanged sentences

Supplemental cash-flow and other information related to leases is as follows:

Year Ended December 31,

2024 2023 2022

(Dollars in thousands)

(in thousands) 2025 2024 2023

Cash paid for amounts included in the measurement of lease liabilities

28 unchanged sentences

As of December 31, 2025, future minimum lease payments under noncancellable operating leases were as follows:

Finance Leases Operating Leases

(Dollars in thousands)

2025 124 2,061

(in thousands) Finance Leases Operating Leases

2026 145 1,816

4 unchanged sentences

As of December 31, 2025, the Company has not entered into any material lease commitments that have yet to commence.

GRAFTECH INTERNATIONAL LTD.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(11) Retirement Plans and Post-Employment Benefits

2 unchanged sentences

Under our plan, covered employees earned benefit payments based primarily on their service credits and wages subsequent to February 26, 1991.

GRAFTECH INTERNATIONAL LTD.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Prior to that date, substantially all our U.S.

11 unchanged sentences

The employees began participating in the defined contribution plan as of April 1, 2003.

In 2025, GrafTech offered a limited-time and amount, voluntary lump sum distribution (“2025 Voluntary Lump Sum”).

Total lump sums under the 2025 Voluntary Lump Sum were not to exceed $ 24.0 million.

Lump sum payments were distributed in December 2025 and resulted in a $ 0.8 million settlement gain.

Pension coverage for employees of foreign subsidiaries is provided, to the extent deemed appropriate, through separate plans.

Obligations under such plans are systematically provided for by depositing funds with trustees, under insurance policies or by book reserves.

The components of our consolidated net pension costs are set forth in the following table:

Year Ended December 31,

2024 2023 2022

(Dollars in thousands)

The components of our net pension cost related to our defined benefit pension plans are set forth in the following table:

(in thousands) 2025 2024 2023

Service cost $ 1,221 $ 982 $ 960 $ 942 $ 1,483 $ 1,053

1 unchanged sentence

Expected return on assets ( 4,346 ) ( 1,283 ) ( 4,729 ) ( 1,358 ) ( 4,353 ) ( 1,145 )

Settlement gain ( 820 ) — — — — —

Mark-to-market (gain) loss ( 970 ) ( 1,405 ) ( 1,370 ) 2,423 ( 2,513 ) 4,395

Net periodic benefit (credit) cost $ ( 328 ) $ ( 1,211 ) $ ( 730 ) $ 2,624 $ ( 661 ) $ 5,173

The mark-to-market loss in 2024 was primarily due to a decrease in the discount rate for our foreign plans, as well as unfavorable asset returns in both the foreign and U.S.

The mark-to-market gain in 2025 was primarily due to favorable asset returns in the United States and favorable changes in the discount rate in Switzerland, partially offset by unfavorable changes in the discount rate in other countries.

The mark-to-market loss in 2024 was primarily due to a decrease in the discount rate for our foreign plans, as well as unfavorable asset returns compared to expectations in both the foreign and U.S.

plans, partially offset by increase in U.S.

discount rates.

The mark-to-market loss in 2023 was primarily due to unfavorable changes in the discount rate on our foreign and U.S.

plans, partially offset by favorable asset returns in the U.S.

The mark-to-market gain in 2022 was primarily the result of a favorable change in the discount rate, partially offset by a worse than expected return on plan assets.

The reconciliation of the beginning and ending balances of our pension plans’ benefit obligations, fair value of assets, and funded status at December 31, 2025 and 2024 are shown below.

2 unchanged sentences

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

December 31, 2025

December 31, 2024

(Dollars in thousands)

Changes in Benefit Obligation:

5 unchanged sentences

Foreign currency exchange changes — 4,930 — ( 2,748 )

Actuarial (gain) loss ( 3,550 ) 1,676 1,516 3,694

Actuarial loss (gain) 857 ( 1,555 ) ( 3,550 ) 1,676

Benefits paid ( 10,584 ) ( 235 ) ( 9,686 ) ( 1,091 )

22 unchanged sentences

Cash equivalents are valued at net asset value as provided by the administrator of the fund.

• Equity securities – Valued using the closing price reported on the active market on which the individual securities are traded.

• Fixed income securities – Valued using both market observable inputs for similar assets that are traded on an active market and the closing price on the active market on which the individual securities are traded.

• Other - Primarily a tactical, multi-asset “fund of funds” that allocates across various asset classes rather than being strictly limited to equity or fixed income.

• Foreign government bonds – Valued by the trustees using various pricing services of financial institutions.

• Fixed insurance contracts – Valued at the present value of the guaranteed payment streams.

GRAFTECH INTERNATIONAL LTD.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

• Collective trusts – Valued at the net asset value provided by the administrator of the fund (the practical expedient).

2 unchanged sentences

This method may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.

Furthermore, although we believe its valuation method is appropriate and consistent with other market participants, the use of

GRAFTECH INTERNATIONAL LTD.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

different methodologies or assumptions to determine fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The fair value of other plan assets by category is summarized below (dollars in thousands):

December 31, 2024

Furthermore, although we believe its valuation method is appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The fair value of other plan assets by category is summarized below:

(in thousands) December 31, 2025

Level 1 Level 2 Level 3 Total

Cash and cash equivalents $ 1,242 $ — $ — $ 1,242

Equity securities 10,537 — — 10,537

Fixed income securities 12,257 11,581 — 23,838

Other 3,397 — — 3,397

International Plan Assets

13 unchanged sentences

Total $ 696 $ 700 $ 24,642 $ 101,295

The following table presents the changes for those financial instruments classified within Level 3 of the valuation hierarchy for international plan pension assets for the years ended December 31, 2024 and 2023 (dollars in thousands):

Fixed Insurance

(in thousands) Fixed Insurance

Balance at December 31, 2023

11 unchanged sentences

Assumptions used to determine net pension costs and projected benefit obligations are:

Pension Benefit Obligations Key Assumptions December 31,

Pension Benefit Obligations Key Assumptions

Weighted average assumptions to determine benefit obligations:

16 unchanged sentences

Percentage of Plan Assets

December 31, 2024

Equity securities and return seeking assets 20 % — %

Equity securities 20 % — %

Fixed income, debt securities, or cash 80 % 100 %

10 unchanged sentences

Information for our pension plans with an accumulated benefit obligation in excess of plan assets at December 31, 2025 and 2024 follows:

(Dollars in thousands)

(in thousands) 2025 2024

Accumulated benefit obligation $ 62,030 $ 37,375 $ 89,455 $ 32,311

1 unchanged sentence

Information for our pension plans with a projected benefit obligation in excess of plan assets at December 31, 2025 and 2024 follows:

(Dollars in thousands)

(in thousands) 2025 2024

Projected benefit obligation $ 62,030 $ 39,108 $ 89,455 $ 34,045

1 unchanged sentence

Following is our projected future pension plan cash flow by year:

(Dollars in thousands)

(in thousands) U.S.

Expected contributions in 2026:

1 unchanged sentence

Expected employee contributions — —

Estimated future benefit payments reflecting expected future service for the years ending December 31:

Estimated future benefit payments:

2026 $ 6,777 $ 1,677

5 unchanged sentences

Post-Employment Benefit Plans

We have legacy post-employment medical coverage and life insurance benefits for eligible retired employees in the U.S.

and in certain foreign jurisdictions.

We have legacy post-employment medical coverage and life insurance benefits for eligible retired employees in the United States and in certain foreign jurisdictions.

Effective December 31, 2005, all U.S.

3 unchanged sentences

The estimated liability for post-employment benefit plans was $ 12.1 million and $ 12.5 million as of December 31, 2025 and 2024, respectively.

The Company recognized expense of $ 0.5 million and $ 2.0 million in 2024 and 2023, respectively, and income of $ 0.9 million in 2022 in the Consolidated Statement of Operations for post-employment benefits.

Included in post-employment benefit expense are mark-to-market gains of $ 0.4 million in 2024, mark-to-market losses of $ 1.1 million in 2023 and mark-to-market gains of $ 1.6 million in 2022.

The Company recognized expense of $ 0.3 million, $ 0.5 million and $ 2.0 million in 2025, 2024 and 2023, respectively, in the Consolidated Statement of Operations for post-employment benefits.

Included in post-employment benefit expense are mark-to-market gains of $ 0.5 million and $ 0.4 million in 2025 and 2024, respectively, compared to mark-to-market losses of $ 1.1 million in 2023.

Our employee savings plan provides eligible employees the opportunity for long-term savings and investment.

The plan allows employees to contribute up to 5 % of pay as a basic contribution and an additional 45 % of pay as supplemental contribution.

The Company's contributions to our savings plan were $ 1.6 million in 2024 and $ 3.0 million in both 2023 and 2022.

The Company's contributions to our savings plan were $ 1.4 million, $ 1.6 million and $ 3.0 million in 2025, 2024 and 2023, respectively.

GRAFTECH INTERNATIONAL LTD.

6 unchanged sentences

Additionally, we are involved in the following legal proceedings.

We are involved in certain arbitrations as respondents/counterclaimants, pending before the International Chamber of Commerce with a few customers who, among other things, have failed to perform under their LTAs and in certain instances are seeking to modify or frustrate their contractual commitments to us.

In particular, Aperam South America LTDA, Aperam Sourcing S.C.A., ArcelorMittal Sourcing S.C.A., and ArcelorMittal Brasil S.A.

(collectively, the “Claimants”) initiated a single arbitration proceeding against two of the Company’s subsidiaries in the International Chamber of Commerce in June 2020.

The Claimants argue, among other things, that they should no longer be required to comply with the terms of the LTAs that they signed due to an alleged drop in market prices for graphite electrodes in January 2020.

Alternatively, the Claimants argue that they should not be required to comply with the LTAs that they signed due to alleged market circumstances at the time of execution.

In June 2021, the Claimants filed their statement of claim, seeking approximately $ 61.0 million plus interest in monetary relief and/or reimbursement in respect of several fixed price LTAs that were executed between such subsidiaries and the Claimants in 2017 and 2018.

On December 16, 2022, the Claimants revised their calculation of alleged damages to approximately $ 178.9 million including interest, with damages covering the period from the first quarter of 2020 through the end of the third quarter of 2022 and interest covering the period from June 2020 through December 16, 2022.

In March 2023, an International Chamber of Commerce hearing was held before the party-appointed sole arbitrator with the Claimants, the Company, and witnesses in attendance.

On March 31, 2023, the Claimants further revised their calculation of alleged damages to approximately $ 171.7 million, including interest, for the period covering the first quarter of 2020 through 2022.

In June of 2023, the Claimants again revised their calculation of alleged damages to approximately $ 188.2 million, including interest, for the period covering the first quarter of 2020 through the first quarter of 2023.

On April 16, 2024, we were formally notified that on March 14, 2024 the sole arbitrator appointed by the International Chamber of Commerce issued the final award in the arbitration in which he entirely dismissed all of the Claimants’ claims against the two Company subsidiaries, and ordered Claimants to pay an aggregate of approximately $ 9.2 million to the Company in legal fees and other related expenses, and ordered the Company to pay approximately $ 60,000 to the Claimants in legal fees and expenses.

The Claimants paid the Company approximately $ 9.2 million during the second quarter of 2024, which is recorded in selling and administrative expenses on the Condensed Consolidated Statements of Operations.

Brazil Clause IV

Pending litigation in Brazil has been brought by employees seeking to recover additional amounts and interest thereon under certain wage increase provisions applicable in 1989 and 1990 under collective bargaining agreements to which employers in the Bahia region of Brazil were a party (including our subsidiary in Brazil).

11 unchanged sentences

As of December 31, 2025, we are unable to assess the potential loss associated with these proceedings as the claims do not currently specify the number of employees seeking damages or the amount of damages being sought.

GRAFTECH INTERNATIONAL LTD.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Stockholder Class Action

On January 25, 2024, a stockholder of the Company filed a class action complaint on behalf of a putative class consisting of purchasers of GrafTech common stock between February 8, 2019 and August 3, 2023 in the United States District Court for the Northern District of Ohio.

The complaint, as amended, names the Company, certain past and present executive officers, and three entities associated with Brookfield Corporation and its affiliates (together, “Brookfield”) as defendants.

The complaint alleges that certain public filings and statements made by the Company contained material misrepresentations or omissions relating to the circumstances before and after the prior temporary suspension of the Company’s graphite electrode manufacturing facility located in Monterrey, Mexico, in September 2022.

The complaint seeks unspecified compensatory damages, costs and expenses, and unspecified equitable or injunctive relief.

On May 15, 2024, the Court appointed the University of Puerto Rico Retirement System as the lead plaintiff.

On October 7, 2024, the plaintiff filed an amended complaint.

At this stage of the proceedings, it is too early to determine if the matter would reasonably be expected to have a material adverse effect on our financial condition.

Product Warranties

We generally sell products with a limited warranty.

We accrue for known warranty claims if a loss is probable and can be reasonably estimated.

We also accrue for estimated warranty claims incurred based on a historical claims charge analysis.

Claims accrued but not yet paid and the related activity within the reserve for 2023 and 2024 are as follows:

(Dollars in thousands)

Balance as of December 31, 2022

Product warranty charges/adjustments 25

Payments and settlements ( 768 )

Balance as of December 31, 2023

Product warranty charges/adjustments 322

Payments and settlements ( 150 )

Balance as of December 31, 2024

Tax Receivable Agreement

4 unchanged sentences

The term of the Tax Receivable Agreement commenced on April 23, 2018 and will continue until there is no potential for any future tax benefit payments.

As of December 31, 2024, total Tax Receivable Agreement liability was $ 5.8 million, of which $ 2.0 million was classified as a current liability in Tax Receivable Agreement on the Consolidated Balance Sheets and $ 3.8 million was classified as a long-term liability in Tax Receivable Agreement long-term on the Consolidated Balance Sheets.

As of December 31, 2023, the total Tax Receivable Agreement liability was $ 11.1 million, of which $ 5.4 million was classified as a current liability and $ 5.7 million was classified as a long-term liability.

Mexico Value-Added Tax (“VAT”)

In July 2019, the Mexican Tax Authority (“MTA”) opened an audit of the VAT filings of GrafTech Comercial de Mexico S.

(“GrafTech Commercial Mexico”) for the period of January 1 to April 30, 2019.

In September 2021, the MTA issued a tax assessment, claiming improper use of a certain VAT exemption rule for purchases from a foreign affiliate.

As of December 31, 2024, the tax assessment for the four month period under audit amounted to approximately $ 26.1 million, including penalties, inflation and interest.

Interest will continue to accrue up to five years from the date the corresponding VAT returns were filed and inflation will continue to accrue with the passage of time.

GrafTech Commercial

GRAFTECH INTERNATIONAL LTD.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Mexico filed an administrative appeal against the tax assessment with the MTA’s appeals office.

In November 2022, the MTA’s appeals office concluded its review and confirmed the tax assessment.

GrafTech Commercial Mexico believes that the purchases from a foreign affiliate are exempt from VAT back-up withholding and in December 2022, GrafTech Commercial Mexico filed a Claim for Nullity with the Chamber Specialized in exclusive resolution of substance of the Federal Court of Administrative Justice.

On February 17, 2023, the MTA filed the response to the nullity petition.

On May 31, 2023, the court held a hearing to determine the scope of the issues to be decided in the proceedings.

At the court’s request, GrafTech Commercial Mexico submitted formal pleadings on August 1, 2023.

On January 8, 2024, the court ruled in GrafTech Commercial Mexico’s favor and annulled the tax assessment.

On January 31, 2024, the MTA filed an appeal for review.

On March 15, 2024, GrafTech Commercial Mexico filed the Tax Adhesive Appeal for Review before the Collegiate Court in Administrative Matters who has authority to hear the MTA’s appeal.

The MTA’s appeal and the Adhesive appeal are still pending to be resolved.

In March 2022, the MTA opened another audit of the VAT filings of GrafTech Commercial Mexico for the period January 1 to December 31, 2018.

In the proposed assessment received in January 2023, the MTA is alleging the same improper use of certain VAT exemption rules on purchases from a foreign affiliate and has provided notice of its intent to assess approximately $ 51.0 million, including penalties, inflation and interest.

Interest would continue to accrue up to five years from the date the corresponding VAT returns were filed and inflation would continue to accrue with the passage of time.

In Mexico, each tax assessment requires a separate claim.

In the first quarter of 2023, GrafTech Commercial Mexico requested a conclusive agreement with the Mexican ombudsman (“PRODECON”) to reach a settlement with the MTA.

The MTA responded to GrafTech Commercial Mexico’s request on May 30, 2023.

On August 2, 2023, GrafTech Commercial Mexico filed a motion exhibiting additional information and reaffirming its position.

On September 22, 2023, the MTA responded to GrafTech Commercial Mexico’s motion.

On October 2, 2023, GrafTech Commercial Mexico filed a motion requesting a formal meeting with the MTA and PRODECON, which occurred on November 14, 2023.

During the meeting, the parties agreed that GrafTech Commercial Mexico will provide additional documentation and information to be evaluated by the MTA, and, on November 29, 2023, GrafTech Commercial Mexico filed the information requested.

On January 24, 2024, the MTA filed its response.

On that same day, GrafTech Commercial Mexico submitted before PRODECON the favorable ruling it obtained on January 8, 2024 in connection with the 2019 proceeding for the MTA’s consideration.

On February 1, 2024, the MTA confirmed its position, holding that GrafTech Commercial Mexico was required to withhold the VAT.

On March 20, 2024, a meeting was held at PRODECON where the parties confirmed their final positions.

No agreement between the parties was reached, the conclusive agreement procedure came to an end, and the tax audit process resumed.

On July 10, 2024, the MTA concluded the tax audit and determined that there is no tax deficiency to be assessed for the period January 1, 2018 to December 31, 2018.

As evidenced by the favorable court decision issued on January 8, 2024 with respect to the 2019 proceeding and the MTA’s conclusion of the tax audit for the 2018 proceeding, GrafTech Commercial Mexico’s application of the VAT exemption rules is appropriate and, accordingly, GrafTech Commercial Mexico does not believe that it is probable that it will incur a loss related to this matter for the 2019 proceeding under the MTA’s audit.

The Company intends to vigorously defend its position in the 2019 proceeding.

In the second quarter of 2025, we recorded a full valuation allowance against our U.S.

deferred tax assets as it is more likely than not that we will not be able to utilize U.S.

deferred tax assets.

These deferred taxes include the remaining pre-IPO tax assets covered by the Tax Receivable Agreement for which the related foreign tax credits are more likely than not to expire prior to being utilized.

As a result, the remaining $ 3.8 million Tax Receivable Agreement liability was written off to Other expense (income), net in the second quarter of 2025 in the Consolidated Statements of Operations.

As of December 31, 2024, the total Tax Receivable Agreement liability was $ 5.8 million, of which $ 2.0 million was classified as a current liability in Tax Receivable Agreement on the Consolidated Balance Sheets and $ 3.8 million was classified as a long-term liability in Tax Receivable Agreement long-term on the Consolidated Balance Sheets.

Brazil Income Tax Audit

4 unchanged sentences

The second disallowed the use of the VAT benefit (called Desenvolve) to increase the investment tax incentive.

The Company believes that the IRS assessment is incorrect and does not believe that it is probable that it will incur a loss related to these matters.

The Company intends to vigorously defend its position regarding both items.

On October 3, 2025, GrafTech Brazil received a summons

GRAFTECH INTERNATIONAL LTD.

1 unchanged sentence

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

to acknowledge the decision issued by the Regional Judgment Office, which fully upheld the assessment issued against GrafTech Brazil, without any reductions.

The Company believes that the IRS assessment and decision by the Regional Judgment Office is incorrect and does not believe that it is probable that it will incur a loss related to these matters.

The Company intends to vigorously defend its position regarding both items and plans to appeal the Regional Judgment Office’s decision within the time prescribed.

(13) Income Taxes

(Loss) income before income taxes was derived from the following sources:

Year Ended December 31,

2024 2023 2022

(Dollars in thousands)

Loss before income taxes was derived from the following sources:

(in thousands) 2025 2024 2023

$ ( 88,252 ) $ ( 79,339 ) $ ( 111,821 )

Foreign ( 82,190 ) ( 73,929 ) ( 161,943 )

(Loss) income before income taxes $ ( 153,268 ) $ ( 273,764 ) $ 452,318

Income tax (benefit) expense consisted of the following:

Year Ended December 31,

2024 2023 2022

Loss before income taxes $ ( 170,442 ) $ ( 153,268 ) $ ( 273,764 )

Income tax expense (benefit) consisted of the following:

(in thousands) 2025 2024 2023

Federal $ — $ — $ ( 1,268 )

State and local 273 153 1,139

Foreign 6,328 5,378 9,738

Total current tax expense 6,601 5,531 9,609

Federal 29,571 ( 17,535 ) ( 12,200 )

State and local 5,203 ( 395 ) ( 443 )

Foreign 8,018 ( 9,704 ) ( 15,480 )

Total deferred tax expense (benefit) 42,792 ( 27,634 ) ( 28,123 )

Income tax expense (benefit) $ 49,393 $ ( 22,103 ) $ ( 18,514 )

GRAFTECH INTERNATIONAL LTD.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

With the adoption of ASU 2023-09, a reconciliation of income taxes for 2025 at the U.S.

statutory rate to income tax expense follows:

(dollars in thousands) 2025

income taxes:

Current $ 153 $ ( 129 ) $ 3,590

Deferred ( 17,930 ) ( 12,643 ) 13,302

( 17,777 ) ( 12,772 ) 16,892

Foreign income taxes:

Current 5,378 9,738 48,744

Deferred ( 9,704 ) ( 15,480 ) 3,720

( 4,326 ) ( 5,742 ) 52,464

Income tax (benefit) expense $ ( 22,103 ) $ ( 18,514 ) $ 69,356

A reconciliation of income taxes at the U.S.

statutory rate to income tax (benefit) expense follows:

Year Ended December 31,

2024 2023 2022

Loss before income taxes $ ( 170,442 )

federal tax at statutory rate $ ( 35,793 ) 21.0 %

State and local income taxes, net of federal income tax effect

Change in valuation allowance 4,481 ( 2.7 ) %

Other 883 ( 0.5 ) %

Foreign tax effects:

Statutory tax rate difference between U.S.

and Switzerland 6,223 ( 3.7 ) %

Changes in valuation allowance 20,274 ( 11.9 ) %

Investment impairment in subsidiaries ( 1,905 ) 1.1 %

Other foreign jurisdictions 7,933 ( 4.6 ) %

Change in valuation allowance 47,232 ( 27.7 ) %

Other permanent items 15 — %

Effective tax rate $ 49,393 ( 29.0 ) %

Prior to the adoption of ASU 2023-09, a reconciliation of income taxes for 2024 and 2023 at the U.S.

statutory rate to income tax benefit follows:

(dollars in thousands) 2024 2023

Tax at statutory U.S.

federal rate $ ( 32,190 ) $ ( 57,490 ) $ 94,987

federal tax at statutory rate $ ( 32,190 ) $ ( 57,490 )

Impact of U.S.

7 unchanged sentences

Foreign tax credits — ( 2,534 )

Change-in-Control-related compensation — — ( 1,432 )

Impact of non-deductible goodwill impairment — 24,570

Other ( 2,487 ) ( 1,669 )

Income tax (benefit) expense $ ( 22,103 ) $ ( 18,514 ) $ 69,356

Income tax benefit $ ( 22,103 ) $ ( 18,514 )

Net cash paid (refunds received) for income taxes consisted of the following:

(in thousands) 2025 2024 2023

Federal $ — $ ( 2,944 ) $ —

State and local ( 384 ) 1,124 1,588

Foreign 6,539 6,730 41,738

Net cash paid for income taxes $ 6,155 $ 4,910 $ 43,326

GRAFTECH INTERNATIONAL LTD.

1 unchanged sentence

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Net cash paid for income taxes exceeded 5% of total net income tax paid in the following jurisdictions:

(in thousands) 2025

Switzerland (1)

(1) Includes Switzerland cantonal capital tax paid in lieu of income tax when losses occur.

The tax effects of temporary differences that give rise to significant components of the deferred tax assets and deferred tax liabilities at December 31, 2025 and 2024 are set forth in the following table:

(Dollars in thousands)

(in thousands) 2025 2024

Deferred tax assets:

Post-employment and other employee benefits $ 15,144 $ 15,240

Foreign tax credit and other carryforwards 81,682 40,172

Capitalized research and experimental costs 212 212

Environmental reserves — 1,058

Operating losses 50,976 39,908

Capital loss and foreign tax credit 14,690 14,245

Disallowed interest carryforward 43,079 27,529

Inventory adjustments 6,601 4,936

7 unchanged sentences

Goodwill and acquired intangibles 7,364 6,676

Mark-to-market hedges — 1,403

Other 426 1,922

Total deferred tax liabilities 59,413 58,845

Net deferred tax asset (liability) $ 29,168 $ ( 1,664 )

Net deferred tax (liability) asset $ ( 15,813 ) $ 29,168

At each reporting period, the Company assesses the need for valuation allowances against deferred tax assets and whether it is more likely than not that deferred tax benefits will be realized in each jurisdiction.

4 unchanged sentences

However, the recognition of the valuation allowance does not limit the Company's ability to utilize these tax assets on a tax return in the future should taxable income be realized in sufficient amount to realize the assets.

As of December 31, 2024, we had a valuation allowance of $ 19.3 million against certain deferred tax assets.

Our losses in certain tax jurisdictions in recent periods represented sufficient negative evidence to require a full valuation allowance.

However, our U.S.

losses in recent periods and the potential for U.S.

losses in 2025 may lead to a cumulative U.S.

loss and may represent sufficient negative evidence to require a full valuation allowance on U.S.

DTAs, which would materially increase our expenses in the period the allowance is recognized and materially adversely affect our financial condition and results of operations.

If cumulative losses are incurred, we will evaluate additional evidence such as our projections for growth and market recovery to determine if a valuation allowance is required.

We also have a partial valuation allowance related to certain U.S.

state net operating and capital losses where realizability is unlikely due to discontinued operations or the ability of our U.S.

subsidiaries to generate capital gains.

Until we determine that we will generate sufficient jurisdictional taxable income to realize our net operating losses and deferred tax assets, we continue to maintain a valuation allowance.

At the end of the second quarter of 2025, the Company’s cumulative losses in the U.S.

and Switzerland in recent years, when assessed with other positive and negative evidence, represented sufficient negative evidence to require full valuation allowances on its U.S.

and Switzerland previously realizable deferred tax assets.

As of December 31, 2025, the Company’s U.S.

and Switzerland operations had valuation allowances recorded of $ 69.9 million and $ 20.3 million, respectively.

GRAFTECH INTERNATIONAL LTD.

1 unchanged sentence

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Valuation allowance activity for the years ended December 31, 2024, 2023 and 2022 is as follows:

(Dollars in thousands)

Valuation allowance activity for 2025, 2024 and 2023 is as follows:

(in thousands)

Balance as of December 31, 2022 $ 9,269

2 unchanged sentences

Balance as of December 31, 2023

Credited to income ( 268 )

Charged to income 10,396

Translation adjustment ( 44 )

3 unchanged sentences

Balance as of December 31, 2025

The increase in the valuation allowance in 2025 was primarily attributable to the full valuation allowances on the U.S.

and Switzerland deferred tax assets, in amount of $ 51.7 million and $ 20.3 million respectively.

The increase in the valuation allowance in 2024 was primarily attributable to generating additional state net operating and capital losses during the year that we may not be able to utilize.

The reduction in the valuation allowance in 2023 resulted primarily from changes in expected future utilization, state law changes and expiration of U.S.

state NOL carryforwards during the year.

As of December 31, 2025, the Company had a total foreign tax credit carryforward of $ 4.9 million.

5 unchanged sentences

The Company's U.S.

interest limitations and foreign loss carryforwards on a gross basis were $ 126.9 million and $ 127.6 million, respectively, as of December 31, 2024.

interest limitations and federal loss carryforwards on a gross basis were $ 202.2 million and $ 13.3 million, respectively, as of December 31, 2025.

These carryforwards do not expire.

As of December 31, 2024 and 2023, the Company had no unrecognized tax benefits.

No material amounts of accrued interest or penalties have been recorded as of December 31, 2024 or 2023.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

(Dollars in thousands)

Balance as of December 31, 2022

Lapse of statute of limitations ( 36 )

Foreign currency impact —

Balance as of December 31, 2023

Lapse of statute of limitations —

Foreign currency impact —

Balance as of December 31, 2024

We do not expect there will be new unrecognized tax benefits within 12 months.

The Company’s foreign loss carryforwards on a gross basis were $ 218.8 million, primarily attributable to losses in Switzerland, which can be carried forward for seven years.

Nevertheless, the Company recorded full valuation allowances against its deferred tax assets in the U.S.

and Switzerland.

As of December 31, 2025 and 2024, the Company had no unrecognized tax benefits, and we do not expect there will be new unrecognized tax benefits within 12 months.

No amounts of accrued interest or penalties have been recorded as of December 31, 2025 or 2024.

The Company files income tax returns in the U.S.

6 unchanged sentences

cash generation to be sufficient to meet future U.S.

GRAFTECH INTERNATIONAL LTD.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(14) Stockholders' (Deficit) Equity

4 unchanged sentences

The stock repurchase program does not have an expiration date.

The Company did not repurchase any of its common stock in 2024 or 2023.

The Company repurchased 6,662,421 shares of its common stock for $ 60.0 million in 2022 under the stock repurchase program.

GRAFTECH INTERNATIONAL LTD.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The Company did not repurchase any of its common stock in each of the last three years.

The amount and timing of repurchases are subject to a variety of factors including liquidity, stock price, applicable legal requirements, other business objectives and market conditions.

As of December 31, 2025 , approximately $ 99.0 million remained available for stock repurchases under this authorization.

The Company paid quarterly dividends of $ 0.01 per share throughout 2022 and in the first and second quarters of 2023.

On August 2, 2023, the Company’s Board of Directors elected to suspend the quarterly cash dividend of $ 0.01 per common share.

Accumulated other comprehensive loss

The balance in our AOCL is set forth in the following table:

(in thousands)

December 31, 2025

December 31, 2024

(Dollars in thousands)

Foreign currency translation adjustments, net of tax $ ( 8,996 ) $ ( 43,573 )

Commodities, interest rate and foreign currency derivatives, net of tax 214 7,730

Foreign currency derivatives, net of tax 24 214

Total AOCL $ ( 8,972 ) $ ( 43,359 )

(15) (Loss) Earnings per Share

The following table presents a reconciliation of the numerator and denominator of basic and diluted (loss) earnings per share:

Year Ended December 31,

2024 2023 2022

(Dollars in thousands, except per share amounts)

Numerator for basic and diluted (loss) earnings per share:

Net (loss) income $ ( 131,165 ) $ ( 255,250 ) $ 382,962

(15) Loss per Share

All share and per share data in the table and discussion below for all periods presented reflect the 1-for-10 reverse stock split, which became effective on August 29, 2025.

See Note 1, “Business and Summary of Significant Accounting Policies” for further information

The following table presents a reconciliation of the numerator and denominator of basic and diluted loss per share:

(dollars in thousands;

except per share amounts) 2025 2024 2023

Numerator for basic and diluted loss per share:

Net loss $ ( 219,835 ) $ ( 131,165 ) $ ( 255,250 )

Weighted average common shares outstanding for basic calculation 26,004,964 25,766,825 25,710,929

Effect of equity awards — — 9,385

Weighted average common shares outstanding for diluted calculation 26,004,964 25,766,825 25,710,929

Basic (loss) earnings per share $ ( 0.51 ) $ ( 0.99 ) $ 1.48

Diluted (loss) earnings per share $ ( 0.51 ) $ ( 0.99 ) $ 1.48

Basic (loss) earnings per share is calculated by dividing net (loss) income by the weighted average number of common shares outstanding, which included 545,151 , 290,449 and 243,006 shares of participating securities in 2024, 2023 and 2022, respectively.

Diluted (loss) earnings per share is calculated by dividing net (loss) income by the sum of the weighted average

Basic loss per share $ ( 8.45 ) $ ( 5.09 ) $ ( 9.93 )

Diluted loss per share $ ( 8.45 ) $ ( 5.09 ) $ ( 9.93 )

Basic loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding.

Diluted loss per share is calculated by dividing net loss by the sum of the weighted average number of common shares outstanding plus the additional common shares that would have been outstanding if potentially dilutive securities had been issued.

The weighted average common shares outstanding for the diluted loss per share calculation for the years ended December 31, 2025, 2024 and 2023 excludes the dilutive effect of approximately 61,774 , 4,833 and 4,120 shares, respectively, primarily related to restricted stock units, as their inclusion would have been anti-dilutive due to the Company's net loss.

Additionally, the weighted average common shares outstanding for the diluted loss per share calculation excludes consideration of 384,675 , 505,626 and 303,356 equivalent shares in 2025, 2024 and 2023, respectively, as their effect would have been anti-dilutive.

GRAFTECH INTERNATIONAL LTD.

1 unchanged sentence

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

number of common shares outstanding plus the additional common shares that would have been outstanding if potentially dilutive securities had been issued.

The weighted average common shares outstanding for the diluted (loss) earnings per share calculation for the years ended December 31, 2024 and 2023 excludes the dilutive effect of approximately 48,334 and 41,198 shares, respectively, primarily related to restricted stock units, as their inclusion would have been anti-dilutive due to the Company's net loss.

Additionally, the weighted average common shares outstanding for the diluted (loss) earnings per share calculation excludes 5,056,264 , 3,033,561 and 2,240,655 equivalent shares in 2024, 2023 and 2022, respectively, as their effect would have been anti-dilutive.

See Note 14, "Stockholders' (Deficit) Equity" for details of the Company's common stock repurchases in 2024, 2023 and 2022.

(16) Other (Income) Expense, net

The following table presents the details of other expense (income), net:

Year Ended December 31,

2024 2023 2022

(Dollars in thousands)

Non-service pension and other post-employment expense (income) $ 344 $ 3,771 $ ( 9,950 )

The following table presents the details of other (income) expense, net:

(in thousands) 2025 2024 2023

Non-service pension and other post-employment (income) expense $ ( 3,409 ) $ 344 $ 3,771

Bank charges 811 783 757

Non-cash (gains) losses on foreign currency remeasurement ( 1,949 ) 710 28

Foreign currency remeasurement 2,254 ( 1,949 ) 710

Tax Receivable Agreement adjustment ( 3,791 ) 124 249

Other 86 ( 871 ) ( 808 )

Total other (income) expense, net $ ( 4,049 ) $ ( 1,569 ) $ 4,679

Non-service pension and other post-employment expense (income) includes the components of pension and post-employment costs other than service cost.

Non-service pension and other post-employment expense (income) included mark-to-market losses of $ 0.7 million and $ 3.0 million in 2024 and 2023, respectively, compared to mark-to-market gains of $ 9.6 million in 2022.

Non-service pension and other post-employment (income) expense includes the components of pension and post-employment costs other than service cost.

Non-service pension and other post-employment (income) expense included a mark-to-market gain of $ 2.9 million in 2025, compared to mark to market losses of $ 0.7 million and $ 3.0 million in 2024 and 2023, respectively.

See Note 11, “Retirement Plans and Post-Employment Benefits” for further discussion.

GRAFTECH INTERNATIONAL LTD.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(17) Rationalization Expenses

In the first quarter of 2024, we announced a set of initiatives designed to reduce our cost structure and optimize our manufacturing footprint.

As part of these initiatives, we indefinitely suspended production activities at our St.

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

In addition, we indefinitely idled certain assets within our remaining graphite electrode manufacturing footprint.

As a result, our graphite electrode production capacity has been reduced to approximately 178 thousand metric tons (“MT”) in 2024.

In parallel, we adopted measures for additional overhead reductions to reduce our selling and administrative expenses.

Collectively, these initiatives resulted in a reduction of our global headcount by approximately 130 employees, or 10 % of our workforce.

Rationalization charges of $ 3.2 million related to severance and contract terminations will be paid in cash and we expect the substantial majority to be paid by the end of the second quarter of 2025.

Rationalization-related charges of $ 2.7 million represent the non-cash write-off of inventory and fixed assets.

Substantially all charges relative to this plan were recorded during the first quarter of 2024 and wind-down activities were completed by the end of the second quarter of 2024.

The following table summarizes costs incurred related to these initiatives:

(Dollars in thousands)

Recorded in Cost of Goods Sold

Inventory write-offs $ 2,202 $ —

Fixed asset write-offs 453 —

Total rationalization-related expenses $ 2,655 $ —

Recorded in Rationalization Expenses

Severance and related costs $ 2,814 $ —

Contract terminations 342 —

Total rationalization expenses $ 3,156 $ —

The following table presents a roll-forward of the liability incurred for employee termination benefits and contract termination costs incurred in connection with the rationalization initiatives described above.

Balance Sheet Line Item

Other Accrued Liabilities Other Long-Term Obligations

(Dollars in thousands)

Balance as of December 31, 2023 $ — $ —

Charges incurred 2,479 677

Payments and settlements ( 2,161 ) ( 15 )

Adjustments 367 ( 370 )

Balance as of December 31, 2024 $ 685 $ 292

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data