GRAFTECH INTERNATIONAL LTD 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures Management is responsible for establishing and maintaining adequate disclosure controls and procedures. Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these controls and procedures were effective as of December 31, 2025. Management’s Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process, designed by, or under the supervision of, the chief executive officer and chief financial officer and effected by the Board of Directors, management and other personnel of a company, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: • pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the company; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and the Board of Directors; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the company that could have a material effect on its financial statements. Internal control over financial reporting has inherent limitations which may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the level of compliance with related policies or procedures may deteriorate. Management, with the participation of our Chief Executive Officer and Chief Financial Officer, has conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013) . Based on that assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2025. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche LLP, our independent registered public accounting firm, as stated in their report, which is presented elsewhere in this Annual Report. Changes in Internal Control over Financial Reporting There have been no changes in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Item 9B. Other Information Rule 10b5-1 Trading Arrangements None of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act ) adopted , modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as each term is defined in Item 408 of Regulation S-K) during the Company’s fiscal quarter ended December 31, 2025. 91 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance The information regarding our executive officers is set forth in the Supplemental Item to Part I of this Report under the caption “Supplemental Item. Information about our Executive Officers” and is incorporated herein by reference. We adopted a Code of Conduct and Ethics that applies to our employees, directors and officers, including our Chief Executive Officer and President and our Chief Financial Officer and Senior Vice President. A copy of the Code of Conduct and Ethics is publicly available on our website at https://www.graftech.com/investors/default.aspx#governance. Any waiver (including an implicit waiver) from a provision of our Code of Conduct and Ethics granted to, or any amendment (other than technical, administrative or other non-substantive amendments) of the Code of Conduct and Ethics that applies to, our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions will be promptly disclosed as required by applicable U.S. federal securities laws and the listing standards of the NYSE on our website at https://www.graftech.com/investors/default.aspx#governance or in a report on Form 8-K filed electronically with the SEC at www.sec.gov. The remaining information required by this Item is incorporated herein by reference from the sections entitled “Proposal 1 Elect Two Directors for a Three-Year Term or Until Their Successors are Elected and Qualified,” “Director Skills and Qualifications Criteria” and “Committees of the Board of Directors” in our Proxy Statement for the Annual Meeting of Stockholders expected to be held on or about May 7, 2026. We will provide disclosure of delinquent Section 16(a) reports, if any, in our Proxy Statement in a section entitled “Delinquent Section 16(a) Reports,” and such disclosure, if any, is incorporated herein by reference. The Company has adopted an insider trading policy governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees, that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations and the NYSE listing standards. The foregoing summary of the Company’s insider trading policy does not purport to be complete and is qualified in its entirety by reference to the full text thereof attached hereto as Exhibit 19. Item 11. Executive Compensation The information required by this item is incorporated by reference from the sections entitled “Compensation Discussion and Analysis,” “Compensation Tables and Related Information,” “CEO Pay Ratio,” “Director Compensation Program,” “2026 Director Compensation Table,” “Risk Oversight,” “Compensation Committee Report” and “Compensation Committee Interlocks and Insider Participation” in the Proxy Statement. 92 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information regarding security ownership of certain beneficial owners and management required by this item is incorporated by reference from the section entitled “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement. Equity Compensation Plan Information The following table provides information about our common stock that may be issued under our Omnibus Equity Incentive Plan as of December 31 , 2025 : Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders 1,144,589 (1) $118.08 (2) 44,100 Equity compensation plans not approved by security holders — — — Total 1,144,589 (1) $118.08 (2) 44,100 (1) This amount represents 167,150 shares of common stock subject to outstanding stock options, 484,311 shares of common stock subject to outstanding restricted stock units, 99,368 shares of stock subject to outstanding deferred share units, 260,581 shares of stock subject to outstanding performance shares units (assuming target level of performance), and 133,179 shares of stock subject to outstanding deferred restricted stock units. (2) The weighted-average exercise price does not take into account shares of common stock subject to outstanding restricted stock units, outstanding deferred share units, outstanding performance stock units, or outstanding deferred restricted stock units. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated by reference from the sections entitled “Certain Relationships and Related Party Transactions,” “Director Independence” and “Committees of the Board of Directors” in the Proxy Statement. Item 14. Principal Accountant Fees and Services The information required by this item is incorporated by reference from the section entitled “Independent Auditor Fees and Other Matters” in the Proxy Statement. PART IV Item 15. Exhibit and Financial Statement Schedules (a) The following documents are filed as part of this Report: (1) Financial Statements The following financial statements are set forth under Part II, Item 8 of this Annual Report: • Report of Independent Registered Public Accounting Firm; • Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024; • Consolidated Statements of Operations and Comprehensive Loss for the fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023; • Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023; 93 • Consolidated Statements of Stockholders’ (Deficit) Equity for the fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023; and • Notes to the Consolidated Financial Statements. (2) Financial Statement Schedules All schedules have been omitted because the required information is included in the consolidated financial statements or the notes thereto, or because it is not required. (3) Exhibits The exhibits listed in the following table have been filed or furnished, as applicable, with this Annual Report, or have been incorporated herein by reference. Exhibit Number Description of Exhibit 3.1 Amended and Restated Certificate of Incorporation of GrafTech International Ltd. (incorporated herein by reference to Exhibit 3.1 to GrafTech International Ltd.’s Quarterly Report on Form 10-Q filed May 1, 2019). 3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of GrafTech International Ltd. (incorporated by reference to Exhibit 3.1 to GrafTech International Ltd.’s Current Report on Form 8-K filed August 28, 2025). 3.3 Amended and Restated By‑Laws of GrafTech International Ltd. (incorporated herein by reference to Exhibit 3.1 to GrafTech International Ltd.’s Current Report on Form 8-K filed November 14, 2023). 4.1 Description of Securities (incorporated herein by reference to Exhibit 4.4 to GrafTech International Ltd.’s Annual Report on Form 10-K filed February 21, 2020). 4.2 Indenture, dated as of December 22, 2020, among GrafTech Finance Inc., as issuer, GrafTech International Ltd., as a guarantor, the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee and collateral agent, relating to GrafTech Finance Inc.’s 4.625% Senior Secured Notes due 2028 (incorporated herein by reference to Exhibit 4.1 to GrafTech International Ltd.’s Current Report on Form 8-K filed December 23, 2020). 4.3 Form of 4.625% Senior Secured Notes due 2028 of GrafTech Finance Inc. (included in Exhibit 4.2). 4.4 Indenture, dated as of June 26, 2023, among GrafTech Global Enterprises Inc., as issuer, GrafTech International Ltd., as a guarantor, each subsidiary guarantor from time to time party thereto, and U.S. Bank Trust Company, National Association, as trustee and collateral agent, relating to GrafTech Global Enterprises Inc.’s 9.875% Senior Secured Notes due 2028 (incorporated herein by reference to Exhibit 4.1 to GrafTech International Ltd.’s Current Report on Form 8-K filed June 26, 2023). 4.5 Form of 9.875% Senior Secured Notes due 2028 of GrafTech Global Enterprises Inc. (included in Exhibit 4.4). 4.6 4.625% Supplemental Indenture, dated as of December 23, 2024 (incorporated herein by reference to Exhibit 4.1 to GrafTech International Ltd.’s Current Report on Form 8-K filed December 23, 2024). 4.7 9.875% Supplemental Indenture, dated as of December 23, 2024 (incorporated herein by reference to Exhibit 4.2 to GrafTech International Ltd.’s Current Report on Form 8-K filed December 23, 2024). 4.8 New 4.625% Notes Indenture, dated as of December 23, 2024 (incorporated herein by reference to Exhibit 4.3 to GrafTech International Ltd.’s Current Report on Form 8-K filed December 23, 2024). 4.9 Form of 4.625% Second Lien Notes due 2029 (included as Exhibit A to Exhibit 4.8) . 4.10 New 9.875% Notes Indenture, dated as of December 23, 2024 (incorporated herein by reference to Exhibit 4.5 to GrafTech International Ltd.’s Current Report on Form 8-K filed December 23, 2024). 4.11 Form of 9.875% Second Lien Notes due 2029 (included as Exhibit A to Exhibit 4.10) . 10.1 Credit Agreement, dated February 12, 2018, among GrafTech International Ltd., as Holdings, GrafTech Finance Inc., GrafTech Switzerland SA and GrafTech Luxembourg II S.À.R.L., as co‑borrowers, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No. 333‑223791) filed March 20, 2018). 10.2 First Amendment to the Credit Agreement, dated June 15, 2018, among GrafTech International Ltd., GrafTech Finance Inc., GrafTech Switzerland SA, GrafTech Luxembourg II S.À.R.L. each of the entities listed as an “Incremental Term Lender” on the signature pages thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and for purposes of Sections 5 and 6 thereof only, each of the entities listed as “Guarantor” on the signature pages thereto (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.’s Quarterly Report on Form 10‑Q filed August 3, 2018). 94 10.3 Tax Receivable Agreement, dated as of April 23, 2018, as amended and restated as of April 10, 2023, between GrafTech International Ltd. and Brookfield Capital Partners IV GP, Ltd. (incorporated herein by reference to Exhibit 10.15 to GrafTech International Ltd.’s Annual Report on Form 10-K filed February 14, 2024). 10.4+ Form of Indemnification Agreement with Directors and Executive Officers (incorporated herein by reference to Exhibit 10.15 to GrafTech International Ltd.’s Registration Statement on Form S‑1/A (Registration No. 333‑223791) filed March 26, 2018). 10.5+ GrafTech International Ltd. Omnibus Equity Incentive Plan (incorporated herein by reference to Exhibit 10.24 to GrafTech International Ltd.’s Registration Statement on Form S‑1/A (Registration No. 333‑223791) filed April 4, 2018). 10.6+ Form of Stock Option Agreement for the GrafTech International Ltd. Omnibus Equity Incentive Plan (incorporated herein by reference to Exhibit 10.25 to GrafTech International Ltd.’s Registration Statement on Form S‑1/A (Registration No. 333‑223791) filed April 4, 2018). 10.7+ Form of Deferred Share Unit Agreement under the GrafTech International Ltd. Omnibus Equity Incentive Plan for Non‑Employee Directors (incorporated herein by reference to Exhibit 10.27 to GrafTech International Ltd.’s Registration Statement on Form S-1/A (Registration No. 333-223791) filed April 4, 2018). 10.8+ Form of Deferred Share Unit Agreement under the GrafTech International Ltd. Omnibus Equity Incentive Plan for Non-Employee Directors (adopted November 1, 2018) (incorporated herein by reference to Exhibit 10.34 to GrafTech International Ltd.’s Annual Report on Form 10-K filed February 22, 2019). 10.9+ Form of Stock Option Grant Agreement under the GrafTech International Ltd. Omnibus Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 to GrafTech International Ltd.’s Quarterly Report on Form 10-Q filed May 1, 2019). 10.10 Second Amendment to the Credit Agreement, dated February 17, 2021, among GrafTech International Ltd., GrafTech Finance Inc., GrafTech Luxembourg II S.À.R.L., GrafTech Switzerland SA, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders and issuing banks party thereto (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.’s Current Report on Form 8-K filed February 19, 2021). 10.11 Third Amendment to the Credit Agreement, dated as of May 31, 2022, by and among GrafTech International Ltd., GrafTech Finance Inc., GrafTech Luxembourg II S.à r.l., GrafTech Switzerland SA, JPMorgan Chase Bank, N.A., as administrative agent, the New Revolving Lenders (as defined therein), the Consenting Revolving Lenders (as defined therein), each of the entities listed as an “Incremental Revolving Lender” on the signature pages thereto and for purposes of Sections 5, 7 and 8 thereof only, each of the entities listed as a “Guarantor” on the signature pages thereto (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.’s Current Report on Form 8-K filed June 2, 2022). 10.12+ Form of Restricted Stock Unit Agreement under the GrafTech International Ltd. Omnibus Equity Incentive Plan (2022 Version) (incorporated herein by reference to Exhibit 10.36 to GrafTech International Ltd.’s Annual Report on Form 10-K filed February 22, 2022). 10.13+ Form of Stock Option Grant Agreement under the GrafTech International Ltd. Omnibus Equity Incentive Plan (2022 Version) (incorporated herein by reference to Exhibit 10.37 to GrafTech International Ltd.’s Annual Report on Form 10-K filed February 22, 2022). 10.14+ Form of Restricted Stock Unit Agreement under the GrafTech International Ltd. Omnibus Equity Incentive Plan (2022 Non-US Version) (incorporated herein by reference to Exhibit 10.4 to GrafTech International Ltd.’s Quarterly Report on Form 10-Q filed August 5, 2022). 10.15+ Form of Stock Option Grant Agreement under the GrafTech International Ltd. Omnibus Equity Incentive Plan (2022 Non-US Version) (incorporated herein by reference to Exhibit 10.5 to GrafTech International Ltd.’s Quarterly Report on Form 10-Q filed August 5, 2022). 10.16+ Form of Retention Bonus Agreement (incorporated herein by reference to Exhibit 10.38 to GrafTech International Ltd.’s Annual Report on Form 10-K filed February 14, 2023) . 10.17+ Form of Director Restricted Stock Units Agreement under the GrafTech International Ltd. Omnibus Equity Incentive Plan (2023 Version) (incorporated herein by reference to Exhibit 10.39 to GrafTech International Ltd.’s Annual Report on Form 10-K filed February 14, 2023) . 10.18+ Form of Director Deferred Restricted Stock Units Agreement under the GrafTech International Ltd. Omnibus Equity Incentive Plan (2023 Version) (incorporated herein by reference to Exhibit 10.40 to GrafTech International Ltd.’s Annual Report on Form 10-K filed February 14, 2023) . 10.19+ Amended and Restated GrafTech International Ltd. Director Deferred Fee Plan, amended and restated effective as of April 1, 2023 (incorporated herein by reference to Exhibit 10.41 to GrafTech International Ltd.’s Annual Report on Form 10-K filed February 14, 2023) . 10.20+ Form of Director Deferred Share Unit Agreement under the GrafTech International Ltd. Omnibus Equity Incentive Plan (2023 Version) (incorporated herein by reference to Exhibit 10.42 to GrafTech International Ltd.’s Annual Report on Form 10-K filed February 14, 2023) . 10.21+ Benefits Addendum, dated July 27, 2023, by and between GrafTech Switzerland S.A. and Iñigo Perez Ortiz.(incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.’s Current Report on Form 8-K filed July 27, 2023). 95 10.22+ Form of Restricted Stock Unit Agreement under the GrafTech International Ltd. Omnibus Equity Incentive Plan (2023 Version) (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.’s Quarterly Report on Form 10-Q filed April 28, 2023). 10.23+ Form of Restricted Stock Unit Agreement under the GrafTech International Ltd. Omnibus Equity Incentive Plan (2023 Non-US Version) (incorporated herein by reference to Exhibit 10.2 to GrafTech International Ltd.’s Quarterly Report on Form 10-Q filed April 28, 2023). 10.24+ Form of Stock Option Grant Agreement under the GrafTech International Ltd. Omnibus Equity Incentive Plan (2023 Version) (incorporated herein by reference to Exhibit 10.3 to GrafTech International Ltd.’s Quarterly Report on Form 10-Q filed April 28, 2023). 10.25+ Form of Stock Option Grant Agreement under the GrafTech International Ltd. Omnibus Equity Incentive Plan (2023 Non-US Version) (incorporated herein by reference to Exhibit 10.4 to GrafTech International Ltd.’s Quarterly Report on Form 10-Q filed April 28, 2023). 10.26+ Form of Performance Stock Unit Agreement under the GrafTech International Ltd. Omnibus Equity Incentive Plan (2023 Version) (incorporated herein by reference to Exhibit 10.5 to GrafTech International Ltd.’s Quarterly Report on Form 10-Q filed April 28, 2023). 10.27+ Form of Performance Stock Unit Agreement under the GrafTech International Ltd. Omnibus Equity Incentive Plan (2023 Non-US Version) (incorporated herein by reference to Exhibit 10.6 to GrafTech International Ltd.’s Quarterly Report on Form 10-Q filed April 28, 2023). 10.28+ GrafTech International Ltd. Short-Term Incentive Plan (Amended and Restated effective November 6, 2023) (incorporated herein by reference to Exhibit 10.43 to GrafTech International Ltd.’s Annual Report on Form 10-K filed February 14, 2024). 10.29+ Form of Performance Stock Unit Agreement under the GrafTech International Ltd. Omnibus Equity Incentive Plan (2024 Version) (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.’s Quarterly Report on Form 10-Q filed April 26, 2024). 10.30+ Form of Performance Stock Unit Agreement under the GrafTech International Ltd. Omnibus Equity Incentive Plan (2024 Non-US Version) (incorporated herein by reference to Exhibit 10.2 to GrafTech International Ltd.’s Quarterly Report on Form 10-Q filed April 26, 2024). 10.31+ CEO Offer Letter for Timothy K. Flanagan, dated as of April 26, 2024 (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.’s Quarterly Report on Form 10-Q filed on July 26, 2024). 10.32 New First Lien Term Loan Credit Agreement, dated as of December 23, 2024 (incorporated herein by reference to Exhibit 4.7 to GrafTech International Ltd.’s Current Report on Form 8-K filed December 23, 2024). 10.33 Fourth Amendment to the Revolving Credit Agreement, dated as of December 23, 2024 (incorporated herein by reference to Exhibit 4.8 to GrafTech International Ltd.’s Current Report on Form 8-K filed December 23, 2024). 10.34 Cooperation Agreement, dated as of January 10, 2025, by and between GrafTech International Ltd. and Nilesh Undavia (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.’s Current Report on Form 8-K filed January 10, 2025). 19 GrafTech International Ltd. Insider Trading Policy, dated July 24, 2024 (incorporated herein by reference to Exhibit 19 .1 to Gr afTech International Ltd. ’ s Annual Report on Form 10-K f iled February 14, 2025). 21 List of Subsidiaries of GrafTech International Ltd. (incorporated herein by reference to Exhibit 21 .1 to GrafTech International Ltd.’s Annual Report on Form 10-K filed February 14, 2025). 23* Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. 31.1* Certification pursuant to Rule 13a-14(a) under the Exchange Act by Timothy K. Flanagan, Chief Executive Officer and President (Principal Executive Officer). 31.2* Certification pursuant to Rule 13a-14(a) under the Exchange Act by Rory O’Donnell, Chief Financial Officer and Senior Vice President (Principal Financial Officer). 32.1** Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Timothy K. Flanagan, Chief Executive Officer and President (Principal Executive Officer). 32.2** Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Rory O’Donnell, Chief Financial Officer and Senior Vice President (Principal Financial Officer). 97 GrafTech International Ltd. Compensation Clawback Policy, effective October 2, 2023 (incorporated herein by reference to Exhibit 97 to GrafTech International Ltd.’s Annual Report on Form 10-K filed on February 14, 2024). 101 The following financial information from GrafTech International Ltd.’s Annual Report on Form 10-K for the year ended December 31, 2025 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations and Comprehensive Loss; (iii) the Consolidated Statements of Cash Flows; (iv) the Consolidated Statements of Stockholders’ (Deficit) Equity; and (v) Notes to the Consolidated Financial Statements. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 96 ____________________________ * Filed herewith ** Furnished herewith + Indicates management contract or compensatory plan or arrangement 97 Item 16. Form 10-K Summary None. 98 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GRAFTECH INTERNATIONAL LTD. February 13, 2026 By: /s/ Timothy K. Flanagan Timothy K. Flanagan Chief Executive Officer and President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signatures Title Date /s/ Timothy K. Flanagan Chief Executive Officer and President and Director (Principal Executive Officer) February 13, 2026 Timothy K. Flanagan /s/ Rory O’Donnell Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) February 13, 2026 Rory O’Donnell /s/ Henry R. Keizer Chairman and Director February 13, 2026 Henry R. Keizer /s/ Debra Fine Director February 13, 2026 Debra Fine /s/ Jean-Marc Germain Director February 13, 2026 Jean-Marc Germain /s/ Eric V. Roegner Director February 13, 2026 Eric V. Roegner /s/ Sachin Shivaram Director February 13, 2026 Sachin Shivaram 99