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Item 2 — Management's Discussion and Analysis
Graftech International Ltd · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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The Company
We are a leading manufacturer of high-quality graphite electrode products essential to the production of EAF steel and other ferrous and non‑ferrous metals. We believe that we have a competitive portfolio of low-cost ultra-high power graphite electrode manufacturing facilities, with some of the highest capacity facilities in the world. We are the only large-scale graphite electrode producer that is substantially vertically integrated into petroleum needle coke manufacturing, our key raw material for graphite electrode manufacturing.
The environmental and economic advantages of EAF steel production position both that industry and the graphite electrode industry for long-term growth.
We believe GrafTech’s leadership position and vertical integration are sustainable competitive advantages. We believe the services and solutions we provide will position our customers and us for a better future.
Operational and Commercial Update
Sales volume for the second quarter of 2026 was 30.8 thousand metric tons (“MT”) and increased 8% compared to the second quarter of 2025.
For the second quarter of 2026, our weighted-average realized price was approximately $3,900 per MT. This represented a decrease of 7% compared to the second quarter of 2025. The year-over-year pricing decline reflected persistent competitive pressures across most of our principal commercial regions, partially mitigated by favorable mix as we achieved 29% sales volume growth in the United States, which remains the strongest region for graphite electrode pricing.
Production volume was 33.4 thousand MT for the second quarter of 2026, resulting in a capacity utilization rate of 74%, up from 65% for the second quarter of 2025. While production volume has exceeded sales volume for the first six months of 2026, our expectation remains to balance our production and sales volume levels on a full-year basis.
Outlook
Global steel demand, outside of China, is projected to grow modestly in 2026, with anticipated growth in most of our key commercial regions. In the United States, modest demand growth, coupled with favorable trade policies, has driven a 6% increase in steel production year-to-date. In Europe, while steel production is flat year-to-date, the steel market outlook is improving reflecting recently approved increases in trade protections.
Supported by these favorable steel production trends, demand for graphite electrodes is expected to improve modestly in 2026. For GrafTech, with more than 90% of our anticipated volume already committed in our order book, we continue to expect a 5–10% year-over-year increase in graphite electrode sales volume for 2026 as we continue to gain market share.
While demand trends are improving, current industry-wide pricing levels do not reflect the indispensable nature of graphite electrodes for electric arc furnace steelmaking. As a result, we are taking deliberate actions to restore more sustainable pricing and improve our profitability. These include the previously announced price increases of $600 to $1,200 per metric ton on uncommitted volume, actively supporting graphite electrode trade cases in key jurisdictions, including the United States and Brazil, and continuing to optimize our order book by prioritizing higher-value regions while foregoing volume opportunities where margins are unacceptably low. Since announcing our price increases near the end of the first quarter of 2026, we have secured new customer commitments at weighted-average prices that are more than 15% above those for comparable commitments entered into during the first quarter of 2026.
On costs, geopolitical developments continue to impact key input costs, including oil-based raw materials, energy and logistics. However, reflecting our ongoing cost improvement initiatives, we expect to offset these headwinds. Accordingly, we continue to expect a low single-digit percentage-point decline in our cash cost of goods sold per MT for 2026 compared to 2025.
We are also maintaining disciplined capital and working capital management. For 2026, we continue to expect a modest increase in working capital for the full year to support higher volume. We continue to anticipate our full-year capital expenditures will be approximately $35 million, consistent with maintaining our assets at current utilization levels.
Longer term, we remain confident in the structural drivers of demand growth for graphite electrodes. The ongoing shift toward electric arc furnace steelmaking and growing demand for petroleum needle coke in battery applications are expected to support
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sustained industry growth. We believe the actions we are taking, combined with our vertical integration and industry-leading capabilities, position GrafTech to generate stronger financial performance as market conditions normalize.
Capital Structure and Liquidity
During the second quarter of 2026, we drew the remaining $100 million that was available under our delayed draw first lien term loan facility that closed in December 2024, prior to the expiration of the delayed draw commitments on July 23, 2026.
As of June 30, 2026, we had liquidity of $253.0 million, consisting of cash and cash equivalents of $145.4 million and $107.6 million of availability under our 2018 Revolving Credit Facility. As of June 30, 2026, we had total debt of approximately $1.2 billion.
Key metrics used by management to measure performance
In addition to measures of financial performance presented in our Condensed Consolidated Financial Statements in accordance with generally accepted accounting principles in the United States (“GAAP”), we use certain other financial measures and operating metrics to analyze the performance of our Company. Our “non-GAAP” financial measures consist of EBITDA, adjusted EBITDA, adjusted net loss, adjusted loss per share, adjusted free cash flow and cash cost of goods sold per MT which help us evaluate growth trends, establish budgets, assess operational efficiencies and evaluate our overall financial performance. Our key operating metrics consist of sales volume, production volume, production capacity and capacity utilization.
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Key financial measures
Three Months Ended June 30, Six Months Ended June 30,
(in thousands, except per share data) 2026 2025 2026 2025
Net sales $ 127,362 $ 131,840 $ 252,463 $ 243,679
Net loss (40,471) (86,886) (83,748) (126,237)
Loss per share(1)(2) (1.54) (3.35) (3.20) (4.88)
EBITDA(3) (198) 3,435 (3,763) (1,439)
Adjusted net loss(3) (38,582) (42,247) (92,109) (76,402)
Adjusted loss per share(1)(2)(3) (1.47) (1.63) (3.52) (2.95)
Adjusted EBITDA(3) 1,898 3,471 (11,652) (201)
(1) All share and per share data have been retroactively adjusted for all periods to reflect the 1-for-10 reverse stock split which became effective on August 29, 2025.
(2) Loss per share represents diluted loss per share. Adjusted loss per share represents adjusted diluted loss per share.
(3) Non-GAAP financial measure; see below for information and reconciliations of EBITDA, adjusted EBITDA and adjusted net loss to net loss and adjusted loss per share to loss per share, the most directly comparable financial measures calculated and presented in accordance with GAAP.
Key operating measures
In addition to measures of financial performance presented in accordance with GAAP, we use certain operating metrics to analyze the performance of our Company. These metrics align with management's assessment of our revenue performance and profit margin and will help investors understand the factors that drive our profitability.
Sales volume reflects the total volume of graphite electrodes sold for which revenue has been recognized during the period. For a discussion of our revenue recognition policy, see “—Critical accounting policies—Revenue recognition” in our Annual Report on Form 10-K. Sales volume helps management and investors understand the factors that drive our net sales.
Production volume, production capacity and capacity utilization help us understand the efficiency of our production, evaluate cost of goods sold and consider how to approach our sales contract initiative.
Three Months Ended June 30, Six Months Ended June 30,
(in thousands, except utilization) 2026 2025 2026 2025
Sales volume (MT) 30.8 28.6 58.9 53.3
Production volume (MT) 33.4 29.4 62.8 57.9
Production capacity (MT)(1)(2) 45.0 45.0 90.0 90.0
Capacity utilization(3) 74 % 65 % 70 % 64 %
(1) Production capacity reflects expected maximum production volume during the period depending on product mix and expected maintenance outage. Actual production may vary.
(2) Includes graphite electrode facilities in Calais, France; Monterrey, Mexico; and Pamplona, Spain.
(3) Capacity utilization reflects production volume as a percentage of production capacity.
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Results of Operations
The Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025
The table presented in our period-over-period comparisons summarizes our Condensed Consolidated Statements of Operations and illustrates key financial indicators used to assess the consolidated financial results. Throughout this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Report, insignificant changes may be deemed not meaningful and are generally excluded from the discussion.
Three Months Ended June 30, Increase/ (Decrease) % Change
(Dollars in thousands) 2026 2025
Net sales $ 127,362 $ 131,840 $ (4,478) (3) %
Cost of goods sold 125,263 129,885 (4,622) (4) %
Lower of cost or market inventory valuation adjustment 2,521 1,893 628 33 %
Gross (loss) profit (422) 62 (484) (781) %
Research and development 1,539 1,348 191 14 %
Selling and administrative expenses 12,616 13,267 (651) (5) %
Operating loss (14,577) (14,553) (24) — %
Other expense (income), net 534 (2,426) 2,960 (122) %
Interest expense 24,370 25,418 (1,048) (4) %
Interest income (713) (1,866) 1,153 (62) %
Loss before income taxes (38,768) (35,679) (3,089) 9 %
Income tax expense 1,703 51,207 (49,504) (97) %
Net loss $ (40,471) $ (86,886) $ 46,415 (53) %
Net sales decreased $4.5 million, or 3%, compared to the second quarter of 2025, reflecting a year-over-year decrease in our weighted-average realized price, partially offset by higher sales volume.
Cost of goods sold decreased $4.6 million, or 4%, compared to the second quarter of 2025. Inventory written down in prior periods due to LCM inventory valuation adjustments had an $8.0 million favorable impact on cost of goods sold in the second quarter of 2026 compared to a $4.3 million favorable impact in the second quarter of 2025, resulting in a $3.7 million favorable impact year over year. These favorable impacts were partially offset by increased volume. Our cash cost of goods sold on a per MT basis decreased 6% compared to the second quarter of 2025.
Selling and administrative expenses decreased $0.7 million, or 5%, compared to the second quarter of 2025. The decrease is primarily due to reduced stock-based compensation expense due to forfeitures during the second quarter of 2026.
Other expense (income), net represented expense of $0.5 million in the second quarter of 2026, compared to income of $2.4 million in the second quarter of 2025. The second quarter of 2025 included a benefit related to the write off of the remaining $3.8 million liability associated with our Tax Receivable Agreement.
Interest expense decreased $1.0 million, or 4%, compared to the second quarter of 2025. Interest expense for the second quarter of 2025 included $0.9 million of debt modification costs due to post-closure costs related to our debt transaction consummated in the fourth quarter of 2024 and were primarily legal, advisory and other administrative costs. See Note 7, “Interest Expense” in the Notes to the Condensed Consolidated Financial Statements for further discussion.
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The following table summarizes income tax expense:
Three Months Ended June 30,
(Dollars in thousands) 2026 2025
Income tax expense $ 1,703 $ 51,207
Loss before income taxes (38,768) (35,679)
Effective tax rate 4.4 % 143.5 %
The effective tax rate for the second quarter of 2026 was different than the U.S. statutory tax rate of 21% primarily due to no tax benefit being recorded on U.S. and Switzerland losses with a valuation allowance. In the second quarter of 2025, the Company recognized a valuation allowance on the net tax assets carried in the United States and Switzerland of $34.2 million and $8.4 million, respectively. Tax benefits associated with losses realized after June 30, 2025 in the United States and Switzerland are not reflected in the effective tax rate, resulting in a tax expense recognized in the current period, despite the loss incurred on a consolidated basis. Therefore, the effective tax rate for the second quarter of 2026 was different than the U.S. statutory rate of 21% primarily due to our valuation allowance position and, to a lesser extent, the mix of U.S. and foreign earnings, tax incentives and provisions of the Tax Cuts and Jobs Act. See Note 9, “Income Taxes” in the Notes to the Condensed Consolidated Financial Statements for further discussion.
The Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025
The table presented in our period-over-period comparisons summarizes our Consolidated Statements of Operations and illustrates key financial indicators used to assess the consolidated financial results. Throughout this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, insignificant changes may be deemed not meaningful and are generally excluded from the discussion.
Six Months Ended June 30, Increase/ (Decrease) % Change
(Dollars in thousands) 2026 2025
Net sales $ 252,463 $ 243,679 $ 8,784 4 %
Cost of goods sold 260,096 240,650 19,446 8 %
Lower of cost or market inventory valuation adjustment 7,779 4,676 3,103 66 %
Gross loss (15,412) (1,647) (13,765) 836 %
Research and development 2,982 3,227 (245) (8) %
Selling and administrative expenses 26,844 27,889 (1,045) (4) %
Operating loss (45,238) (32,763) (12,475) 38 %
Other income, net (11,514) (1,979) (9,535) 482 %
Interest expense 48,566 55,259 (6,693) (12) %
Interest income (1,554) (3,801) (2,247) 59 %
Loss before income taxes (80,736) (82,242) 1,506 (2) %
Income tax expense 3,012 43,995 (40,983) (93) %
Net loss $ (83,748) $ (126,237) $ 42,489 (34) %
Net sales increased $8.8 million, or 4%, compared to the first six months of 2025, reflecting higher sales volume partially offset by a year-over-year decrease in our weighted-average realized price.
Cost of goods sold increased $19.4 million, or 8%, compared to the first six months of 2025, reflecting increased sales volume. In addition, inventory written down in prior periods due to LCM inventory valuation adjustments had a $15.5 million favorable impact on cost of goods sold in the first six months of 2026 compared to a $16.7 million favorable impact in the first six months of 2025, resulting in a $1.2 million unfavorable impact year over year. Our cash cost of goods sold on a per MT basis decreased 1% compared to the first six months of 2025.
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Selling and administrative expenses decreased $1.0 million, or 4%, compared to the first six months of 2025. The decrease is primarily due to reduced legal spend, partially offset by an increase to our allowance for doubtful accounts in the first quarter of 2026.
Other income, net represented income of $11.5 million in the first six months of 2026, compared to $2.0 million in the first six months of 2025. In the first six months of 2026, we recognized a $12.3 million gain related to the sale of assets associated with previously divested operations, consisting of $9.3 million of cash proceeds in excess of the carrying value of the assets, net of fees and the derecognition of $3.1 million of liabilities associated with the sites.
Interest expense decreased $6.7 million, or 12%, compared to the first six months of 2025. Interest expense for the first six months of 2025 included $6.3 million of debt modification costs due to post-closure costs related to our debt transaction consummated in the fourth quarter of 2024 and were primarily legal, advisory and other administrative costs. See Note 7, “Interest Expense” in the Notes to the Condensed Consolidated Financial Statements for further discussion.
The following table summarizes income tax expense:
Six Months Ended June 30,
(Dollars in thousands) 2026 2025
Income tax expense $ 3,012 $ 43,995
Loss before income taxes (80,736) (82,242)
Effective tax rate 3.7 % 53.5 %
The effective tax rate for the first six months of 2026 was different than the U.S. statutory tax rate of 21% primarily due to no tax benefit being recorded on U.S. and Switzerland losses with a valuation allowance. In the second quarter of 2025, the Company recognized a valuation allowance on the net tax assets carried in the United States and Switzerland of $34.2 million and $8.4 million, respectively. Tax benefits associated with losses realized after June 30, 2025 in the United States and Switzerland are not reflected in the effective tax rate, resulting in a tax expense recognized in the current period, despite the loss incurred on a consolidated basis. Therefore, the effective tax rate for the second quarter of 2026 was different than the U.S. statutory rate of 21% primarily due to our valuation allowance position. See Note 9, “Income Taxes” in the Notes to the Condensed Consolidated Financial Statements for further discussion.
Effects of Changes in Currency Exchange Rates
When the currencies of non-U.S. countries in which we have a manufacturing facility decline (or increase) in value relative to the U.S. dollar, this has the effect of reducing (or increasing) the U.S. dollar equivalent cost of goods sold and other expenses with respect to those facilities. In certain countries in which we have manufacturing facilities, and in certain export markets, we sell in currencies other than the U.S. dollar. Accordingly, when these currencies increase (or decline) in value relative to the U.S. dollar, this has the effect of increasing (or reducing) net sales. The result of these effects is to increase (or decrease) operating and net loss.
Many of the countries in which we have a manufacturing facility or commercial activities have been subject to significant economic and political changes, which have significantly impacted currency exchange rates. We cannot predict changes in currency exchange rates in the future or whether those changes will have net positive or negative impacts on our net sales, cost of goods sold or net loss.
The impact of these changes in the average exchange rates of other currencies against the U.S. dollar on our net sales was an increase of $0.5 million and $3.3 million for the second quarter and first six months of 2026, respectively, compared to the same periods of 2025. The impact of these changes on our cost of goods sold was a decrease of $1.4 million and $8.1 million for the second quarter and first six months of 2026, respectively, compared to the same periods of 2025.
We have in the past and may in the future use various financial instruments to manage certain exposures to risks caused by currency exchange rate changes, as described under Part I, Item 3., Quantitative and Qualitative Disclosures about Market Risk.
Liquidity and Capital Resources
Our sources of funds have consisted principally of cash flow from operations and debt, including our credit facilities (subject to continued compliance with the financial covenants and representations), as well as sales of equity and assets from time to time.
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Our uses of those funds (other than for operations) have consisted principally of capital expenditures, debt repayment and other general purposes. On an ongoing basis, we expect to evaluate and consider strategic transactions, including acquisitions, divestitures, joint ventures, equity investments, equity and debt issuances, refinancing our existing debt or repurchases of our outstanding debt obligations in open market or privately negotiated transactions, as well as other strategic transactions. These transactions may require cash expenditures, which may be funded through a combination of cash on hand, proceeds from the issuance of debt or from equity offerings. Disruptions in the U.S. and international financial markets could adversely affect our liquidity and the cost and availability of financing to us in the future.
We believe that we have adequate liquidity to meet our needs for at least the next twelve months. As of June 30, 2026, we had liquidity of $253.0 million, consisting of cash and cash equivalents of $145.4 million and $107.6 million of availability under our 2018 Revolving Credit Facility (after giving effect to $7.9 million of letters of credit). As any borrowings under the 2018 Revolving Credit Facility remain subject to compliance with the financial covenants thereunder (see below and Note 5, “Debt and Liquidity”), our operating performance as of June 30, 2026 and December 31, 2025 resulted in a restriction of the availability under the 2018 Revolving Credit Facility. We had long-term debt of $1.2 billion and $1.1 billion as of June 30, 2026 and December 31, 2025, respectively. As of December 31, 2025, we had liquidity of $340.0 million, consisting of cash and cash equivalents of $138.4 million, $101.6 million of availability under our 2018 Revolving Credit Facility (after giving effect to $13.8 million of letters of credit) and $100.0 million of availability under our Initial First Lien Term Loan Facility (with respect to the Delayed Draw Commitments thereunder).
As of June 30, 2026 and December 31, 2025, $48.8 million and $45.6 million, respectively, of our cash and cash equivalents were located outside of the U.S. We repatriate funds from our foreign subsidiaries through dividends or repayment of intercompany obligations. All of our subsidiaries face the customary statutory limitation that distributed dividends cannot exceed the amount of retained and current earnings. Upon repatriation to the U.S., the foreign source portion of dividends we receive from our foreign subsidiaries are not subject to U.S. federal income tax because the amounts were either previously taxed or are exempted from tax by Section 245A of the Internal Revenue Service Code.
Cash flow. Our cash flow typically fluctuates significantly between quarters due to various factors. These factors include customer order patterns, production cadence, seasonal fluctuations in working capital requirements, timing of tax and interest payments and other factors.
Debt Structure
New Notes due 2029
On December 23, 2024 (the “Settlement Date”), GrafTech Finance Inc. (“GrafTech Finance”) issued new 4.625% second lien notes due 2029 (the “New 4.625% Notes”) in an aggregate principal amount of $498.2 million and GrafTech Global Enterprises Inc. (“GrafTech Global”) issued new 9.875% second lien notes (the “New 9.875% Notes” and, together with the New 4.625% Notes, the “New Notes”) in an aggregate principal amount of $446.2 million in exchange for $498.2 million of GrafTech Finance’s 4.625% senior secured notes due 2028 (the “Existing 4.625% Notes”) and $446.2 million of GrafTech Global’s 9.875% senior secured notes due 2028 (the “Existing 9.875% Notes”), respectively, validly tendered and accepted in connection with exchange offers.
The New 4.625% Notes were issued pursuant to an indenture, dated as of the Settlement Date (the “New 4.625% Notes Indenture”), by and among GrafTech Finance, the Company, each subsidiary guarantor from time to time party thereto (collectively, the “Subsidiary Guarantors,” and, together with the Company, the “Guarantors”), and U.S. Bank Trust Company, National Association, as trustee (the “New Trustee”) and collateral agent (the “New Notes Collateral Agent”). The New 4.625% Notes pay interest of 4.625% semiannually per annum.
The New 9.875% Notes were issued pursuant to an indenture, dated as of the Settlement Date (the “New 9.875% Notes Indenture” and, together with the New 4.625% Notes Indenture, the “New Notes Indentures”), by and among GrafTech Global, the Guarantors, GrafTech Finance, the New Trustee and the New Notes Collateral Agent. The New 9.875% Notes will pay interest of 9.875% semiannually per annum.
GrafTech Finance may redeem some or all of the New 4.625% Notes at the redemption prices and on the terms specified in the New 4.625% Notes Indenture. If, at any time prior to December 23, 2026, all or a portion of the outstanding principal amount of the New 4.625% Notes are prepaid, repaid, redeemed or accelerated (or deemed accelerated), including as a result of GrafTech Finance filing for bankruptcy or becoming subject to any other insolvency proceeding, GrafTech Finance will be required to pay the applicable New 4.625% Notes Prepayment Premium (as defined in the New 4.625% Notes Indenture). If the Company or GrafTech Finance experiences specific kinds of changes in control or the Company or any of the restricted
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subsidiaries sells certain of its assets, then GrafTech Finance must offer to repurchase the New 4.625% Notes on the terms set forth in the New 4.625% Notes Indenture.
On and after December 23, 2026, GrafTech Global may redeem some or all of the New 9.875% Notes at the redemption prices and on the terms specified in the New 9.875% Notes Indenture. At any time prior to December 23, 2026, GrafTech Global may also at its option and on one or more occasions redeem up to 40% of the aggregate principal amount of the notes issued with the proceeds from certain equity offerings, at a redemption price of 109.875% of the aggregate principal amount of the notes, together with accrued and unpaid interest, if any, to, but not including, the date of redemption. In addition, at any time prior to December 23, 2026, GrafTech Global may at its option on one or more occasions redeem all or a part of the notes, at a redemption price equal to 100% of the principal amount of the notes redeemed, plus a “make-whole” premium, together with accrued and unpaid interest, if any, to, but not including, the date of redemption. If, at any time prior to December 23, 2028, all or a portion of the outstanding principal amount of the New 9.875% Notes are prepaid, repaid, redeemed or accelerated (or deemed accelerated), including as a result of GrafTech Global filing for bankruptcy or becoming subject to any other insolvency proceeding, GrafTech Global will be required to pay the applicable New 9.875% Notes Prepayment Premium or the Applicable Premium (each, as defined in the New 9.875% Notes Indenture), as applicable. If the Company or GrafTech Global experiences specific kinds of changes in control or the Company or any of the restricted subsidiaries sells certain of its assets, then GrafTech Global must offer to repurchase the New 9.875% Notes on the terms set forth in the New 9.875% Notes Indenture.
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 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 June 30, 2026 and December 31, 2025.
The New 4.625% Notes are guaranteed, jointly and severally, on a senior secured second-priority basis by the domestic Guarantors (the “U.S. Guarantors”) that guarantee the Existing 4.625% Notes and certain other foreign subsidiary Guarantors of the Company (the “Foreign Guarantors”). The New 9.875% Notes are guaranteed, jointly and severally, on a senior secured second-priority basis by the U.S. Guarantors that guarantee the Existing 9.875% Notes and the Foreign Guarantors. In accordance with the terms of the New Notes Indentures, the New Trustee is obligated to first enforce the guarantees of the U.S. Guarantors prior to any guarantees of the Foreign Guarantors, subject to certain terms described therein. The New Notes are secured by a perfected second-priority security interest in all of the assets and property of the Issuers and the Guarantors that secured the Existing Notes, and certain other assets and property of the Foreign Guarantors as set forth in the New Notes Indentures (the “Collateral”).
The New Notes and each guarantee constitute: senior obligations that rank pari passu in right of payment with all of our and the Guarantors’ existing and future senior indebtedness, including the First Lien Term Loans (as defined below) and the 2018 Revolving Credit Facility; provided, that the First Lien Term Loans and the 2018 Revolving Credit Facility are senior in right of payment to the New Notes with respect to proceeds of the Foreign Guarantor facility located in Calais, France (the “Calais Facility”) solely to the extent that such facility does not constitute Collateral; secured on a second-priority basis, subject to certain exceptions and permitted liens, on the Collateral that secures the First Lien Term Loans and the 2018 Revolving Credit Facility on a first-priority basis; effectively junior to all of our and the Guarantors’ obligations under the First Lien Term Loans and the 2018 Revolving Credit Facility (and other indebtedness secured on a first-priority basis on the Collateral pari passu with the liens securing the First Lien Term Loans and the 2018 Revolving Credit Facility) to the extent of the value of the Collateral securing the First Lien Term Loans and the 2018 Revolving Credit Facility (and such other indebtedness secured on a first-priority basis on the Collateral); effectively senior to all of our and the Guarantors’ future debt that is secured by liens on the Collateral securing the New Notes that are junior to those securing the New Notes and to any of our and the Guarantors’ unsecured indebtedness, in each case, to the extent of the value of the Collateral securing the New Notes and the guarantees; and structurally subordinated to all of our existing and future indebtedness and other liabilities, including trade payables, of each of our subsidiaries that do not issue or guarantee the New Notes.
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Existing 4.625% Notes due 2028
In December 2020, GrafTech Finance issued $500.0 million aggregate principal amount of Existing 4.625% Notes in a private offering. All of the net proceeds from the Existing 4.625% Notes were used to partially repay borrowings under our 2018 Term Loan Facility (as defined below).
GrafTech Finance may redeem some or all of the Existing 4.625% Notes at the redemption prices and on the terms specified in the Existing 4.625% Notes Indenture. Prior to the Settlement Date, if the Company or GrafTech Finance experienced specific kinds of changes in control or the Company or any of its restricted subsidiaries sold certain of its assets, then GrafTech Finance was required to offer to repurchase the Existing 4.625% Notes on the terms set forth in the Existing 4.625% Notes Indenture.
In connection with the consummation of the solicitation of consents, substantially all of the restrictive covenants and related provisions and definitions in the Existing 4.625% Notes Indenture were removed, effective as the Settlement Date.
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 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% Senior Notes to be due and payable immediately. We were in compliance with all of our debt covenants as of June 30, 2026 and December 31, 2025.
Immediately following the Settlement Date, approximately $1.8 million aggregate principal amount of Existing 4.625% Notes remained outstanding.
Existing 9.875% Notes due 2028
In June 2023, GrafTech Global issued $450 million aggregate principal amount of Existing 9.875% Notes, including $11.4 million of original issue discount. The Existing 9.875% Notes were issued at an issue price of 97.456% of the principal amount thereof in a private offering. The net proceeds from the Existing 9.875% Notes were used to repay borrowings under our 2018 Term Loan Facility (as defined below).
GrafTech Global may redeem some or all of the Existing 9.875% Notes at the redemption prices and on the terms specified in the Existing 9.875% Notes Indenture. Prior to the Settlement Date, if the Company or GrafTech Global experienced specific kinds of changes in control or the Company or any of its restricted subsidiaries sold certain of its assets, then GrafTech Global was required to offer to repurchase the Existing 9.875% Notes on the terms set forth in the Existing 9.875% Notes Indenture.
In connection with the consummation of the solicitation of consents, substantially all of the restrictive covenants and related provisions and definitions in the Existing 9.875% Notes Indenture were removed, effective as the Settlement Date.
The Existing 9.875% 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 Global, all outstanding Existing 9.875% Notes will become due and payable immediately without further action or notice. 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 9.875% Notes may declare all of the Existing 9.875% Notes to be due and payable immediately. We were in compliance with all of our debt covenants as of June 30, 2026 and December 31, 2025.
Immediately following the Settlement Date, approximately $3.8 million aggregate principal amount of Existing 9.875% Notes remained outstanding.
Initial First Lien Term Loan Facility; Delayed Draw First Lien Term Loan Facility
On the Settlement Date, Barclays Bank plc (the “Fronting Lender”), agreed to provide GrafTech Global $175 million of new senior secured first lien term loans (the “Initial First Lien Term Loans”) and provided commitments (the “Delayed Draw Commitments”) with respect to $100 million of new senior secured first lien delayed draw term loans (together with the Initial First Lien Term Loans, the “First Lien Term Loans”). The First Lien Term Loans are governed by a new credit agreement, dated as of the Settlement Date, by and among GrafTech, as holdings, GrafTech Global, as borrower, GLAS USA LLC, as administrative agent, GLAS Americas LLC, as collateral agent, and the lenders from time to time party thereto (the “First Lien
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Term Loan Credit Agreement”). The Initial First Lien Term Loans were drawn in a single drawing on the Settlement Date. In June 2026, the Company drew the $100 million of available Delayed Draw Commitments.
The First Lien Term Loans will mature on December 23, 2029, and are guaranteed by the Guarantors. The First Lien Term Loans are pari passu in right of payment with the 2018 Revolving Credit Facility and the New Notes, but the First Lien Term Loans and the 2018 Revolving Credit Facility are senior in right of payment to the New Notes with respect to the proceeds of the Calais Facility. 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 paid 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. 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.
The First Lien Term Credit Agreement contains certain covenants that, among other things, limit the Company’s ability to incur or guarantee additional indebtedness or issue preferred stock, pay distributions on, redeem or repurchase capital stock or redeem or repurchase certain debt, incur or suffer to exist certain liens, make certain investments, engage in certain transactions with affiliates, consummate certain asset sales and effect certain fundamental changes. The First Lien Term Loan Credit Agreement also contains certain events of default (with grace periods, as applicable) that permit the agent to accelerate the First Lien Term Loans, and provide that, upon the occurrence of certain events of default arising from bankruptcy or insolvency, all First Lien Term Loans will become due and payable immediately without further action or notice.
2018 Term Loan and 2018 Revolving Credit Facility
In February 2018, the Company entered into a credit agreement (as amended, the “2018 Credit Agreement”), which provided for (i) a $2,250 million senior secured term facility (the “2018 Term Loan Facility”) after giving effect to the June 2018 amendment (the “First Amendment”) that increased the aggregate principal amount of the 2018 Term Loan Facility from $1,500 million to $2,250 million and (ii) a $330 million senior secured revolving credit facility after giving effect to the May 2022 amendment that increased the revolving commitments under the 2018 Credit Agreement by $80 million from $250 million (the “2018 Revolving Credit Facility”). GrafTech Finance Inc. (“GrafTech Finance”) was the sole borrower under the 2018 Term Loan Facility while GrafTech Finance, GrafTech Switzerland SA (“Swissco”) and GrafTech Luxembourg II S.à.r.l. (“Luxembourg Holdco” and, together with GrafTech Finance and Swissco, the “Co-Borrowers”) were co-borrowers under the 2018 Revolving Credit Facility. In December 2024, the 2018 Credit Agreement was further amended to provide for a $225 million senior secured first lien revolving credit facility, reducing the revolving commitments under the 2018 Credit Agreement by $105 million. On June 26, 2023, GrafTech repaid the term loans under the 2018 Term Loan Facility with proceeds from the Existing 9.875% Notes issuance. As of June 30, 2026 and December 31, 2025, there were no outstanding term loans under the 2018 Term Loan Facility.
Until at least $275 million of First Lien Term Loans have been borrowed by the Company, the Company is not permitted to have more than $15 million in aggregate principal amount of revolving loans outstanding at any time under the 2018 Revolving Credit Facility. The Company’s ability to borrow under the 2018 Revolving Credit Facility is subject to certain customary conditions precedent, including that the Company must not have more than $100 million of unrestricted cash and cash equivalents after giving effect to the applicable borrowing.
The 2018 Revolving Credit Facility matures on November 30, 2028, subject to a springing maturity date 91 days prior to the maturity date of certain other reference indebtedness. As of June 30, 2026 and December 31, 2025, the availability under our 2018 Revolving Credit Facility was $107.6 million and $101.6 million, respectively. As of June 30, 2026 and December 31, 2025, there were no borrowings outstanding on the 2018 Revolving Credit Facility and there was $7.9 million and $13.8 million, respectively, of letters of credit drawn against the 2018 Revolving Credit Facility as of each date. As any borrowings under the 2018 Revolving Credit Facility remain subject to compliance with the financial covenants thereunder, our
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operating performance as of June 30, 2026 and December 31, 2025 resulted in our inability to access the full amount of commitments under the facility.
Borrowings under the 2018 Revolving Credit Facility bear interest (i) with respect to new revolving loans denominated in U.S. dollars, at the option of GrafTech Finance, Adjusted Term SOFR (as defined in the 2018 Revolving Credit Agreement) plus 3.50% per annum or ABR (as defined in the 2018 Revolving Credit Agreement) plus 2.50% per annum and (ii) with respect to new revolving loans denominated in euros, the Adjusted EURIBOR Rate (as defined in the 2018 Revolving Credit Agreement) plus 3.50% per annum. Undrawn commitments under the 2018 Revolving Credit Facility bear a commitment fee of 0.25% per annum. 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% 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 June 30, 2026 and December 31, 2025.
Common Stock Issuances
On May 29, 2026, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Evercore Group L.L.C. (“Evercore”), as sales agent. Pursuant to the terms of the Equity Distribution Agreement, the Company may offer and sell through Evercore, from time to time and at its sole discretion, shares of the Company’s common stock, par value $0.01 per share, having an aggregate offering price of up to $50,000,000 (the “ATM Program”). The sales, if any, may be made by any method permitted that is deemed an “at the market offering” as defined under Rule 415 under the Securities Act of 1933, as amended.
During the second quarter and first six months of 2026, the Company issued 44,280 shares of common stock under the Equity Distribution Agreement. The Company incurred offering costs of approximately $0.7 million, which were recorded as a reduction of the gross proceeds and are reflected as a reduction of additional paid-in capital. Net proceeds received by the Company were approximately $0.4 million. The Company utilized the net proceeds from the ATM Program for general corporate purposes. The upfront costs associated with our updated shelf registration and equity issuance program recognized during the three- and six-month periods were, as is typical, incurred primarily at the outset of the program and were therefore disproportionate to the amount of capital raised during the period. However, the costs associated with the ATM Program are expected to become smaller relative to the amount of net proceeds raised throughout the ATM Program.
Uses of Liquidity
In July 2019, our Board of Directors authorized a program to repurchase up to $100.0 million of our outstanding common stock. In November 2021, our Board of Directors authorized the repurchase of an additional $150.0 million of stock repurchases under this program. We may purchase shares from time to time on the open market, including under Rule 10b5-1 and/or Rule 10b-18 plans. 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. In the first six months of 2026, we did not repurchase any shares of our common stock. As of June 30, 2026, we had $99.0 million remaining under our stock repurchase authorization.
Potential uses of our liquidity (other than operations) include capital expenditures, debt repayments, dividends, share repurchases, and other general purposes. Any such potential uses of our liquidity may, subject to certain restrictions, be funded by existing available liquidity, the incurrence of new secured or unsecured loans, capital market issuances, including under our ATM Program, divestitures, joint ventures or equity investments. An improving economy, while resulting in improved results of operations, could increase our cash requirements to purchase inventories, make capital expenditures and fund payables and other obligations until increased accounts receivable are converted into cash. A downturn, including any recession, could significantly and negatively impact our results of operations and cash flows, which, coupled with increased borrowings, could negatively impact our credit ratings, our ability to comply with debt covenants, our ability to secure additional financing and the cost and availability of such financing.
In order to seek to minimize our credit risks, we may reduce our sales of, or refuse to sell (except for prepayment, cash on delivery or under letters of credit or parent guarantees), our products to some customers and potential customers. Our unrecovered trade receivables worldwide have not been material during the last two years individually or in the aggregate.
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We manage our capital expenditures by taking into account quality, plant reliability, safety, environmental and regulatory requirements, prudent or essential maintenance requirements, global economic conditions, available capital resources, liquidity, long-term business strategy and return on invested capital for the relevant expenditures, cost of capital and return on invested capital of the Company as a whole and other factors. Capital expenditures totaled $19.0 million in the six months ended June 30, 2026. We continue to expect full-year capital expenditures to be approximately $35.0 million for 2026.
In the event that operating cash flows fail to provide sufficient liquidity to meet our business needs, including capital expenditures, any such shortfall would need to be made up by borrowings under the 2018 Revolving Credit Facility, to the extent available, or other liquidity options described above. The Company also maintains access to credit and capital markets and may incur additional debt or issue equity securities from time to time, including under our ATM Program, which may provide an additional source of liquidity. However, there can be no guarantee that we would be able to access the credit or capital markets on commercially satisfactory terms or at all.
Cash Flow
The following table summarizes our cash flow activities:
Six Months Ended June 30,
(in thousands) 2026 2025
Net cash provided by (used in):
Operating activities $ (83,546) $ (85,422)
Investing activities (9,751) (14,157)
Financing activities 99,939 (264)
Net change in cash and cash equivalents $ 6,642 $ (99,843)
Net cash used in operating activities decreased $1.9 million in the first six months of 2026 compared to the first six months of 2025. The decrease was primarily due to a $18.5 million decrease in cash used for working capital. Accounts payable and other accruals increased by $5.4 million in the first six months of 2026 compared to a decrease of $21.8 million in the first six months of 2025 primarily due to the timing of purchases and payments. Cash used for inventories decreased $5.5 million in the first six months of 2026 compared to the first six months of 2025, which included a planned inventory build. Cash flow provided by accounts receivable decreased $9.7 million in the first six months of 2026 compared to the first six months of 2025 primarily due to increased sales volume.
Net cash used in investing activities was $9.8 million in the six months ended June 30, 2026 compared to $14.2 million in the six months ended June 30, 2025. In the first six months of 2026, we received $9.3 million of cash from the sale of assets associated with previously divested locations.
Net cash provided by (used in) financing activities was $99.9 million in the first six months of 2026 compared to a $0.3 million cash use in the first six months of 2025, primarily due to drawing the remaining $100.0 million available under our Delayed Draw First Lien Term Loan.
Non-GAAP financial measures
In addition to providing results that are determined in accordance with GAAP, we have provided certain financial measures that are not in accordance with GAAP. EBITDA, adjusted EBITDA, adjusted net loss, adjusted loss per share, free cash flow, adjusted free cash flow and cash cost of goods sold per MT are non-GAAP financial measures.
We define EBITDA, a non‑GAAP financial measure, as net loss plus interest expense, minus interest income, plus income taxes and depreciation and amortization. We define adjusted EBITDA, a non-GAAP financial measure, as EBITDA adjusted by any pension and other post-employment benefit ("OPEB") expenses, non‑cash gains or losses from foreign currency remeasurement of non‑operating assets and liabilities in our foreign subsidiaries where the functional currency is the U.S. dollar, stock-based compensation expense, gains on asset sales and Tax Receivable Agreement adjustments. Adjusted EBITDA is the primary metric used by our management and our Board of Directors to establish budgets and operational goals for managing our business and evaluating our performance.
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We monitor adjusted EBITDA as a supplement to our GAAP measures, and believe it is useful to present to investors, because we believe that it facilitates evaluation of our period‑to‑period operating performance by eliminating items that are not operational in nature, allowing comparison of our recurring core business operating results over multiple periods unaffected by differences in capital structure, capital investment cycles and fixed asset base. In addition, we believe adjusted EBITDA and similar measures are widely used by investors, securities analysts, ratings agencies, and other parties in evaluating companies in our industry as a measure of financial performance and debt‑service capabilities.
We define adjusted net loss, a non‑GAAP financial measure, as net loss, excluding the items used to calculate adjusted EBITDA and further excluding debt modification costs, less the tax effect of those adjustments and non-cash income tax expense related to the establishment of a deferred tax valuation allowance. We define adjusted loss per share, a non‑GAAP financial measure, as adjusted net loss divided by the weighted average diluted common shares outstanding during the period. We believe adjusted net loss and adjusted loss per share are useful to present to investors because we believe that they assist investors’ understanding of the underlying operational profitability of the Company.
We define free cash flow, a non-GAAP financial measure, as net cash provided by or used in operating activities less capital expenditures. We define adjusted free cash flow, a non-GAAP financial measure, as free cash flow adjusted by payments made for debt modification costs. We use free cash flow and adjusted free cash flow as critical measures in the evaluation of liquidity in conjunction with related GAAP amounts. We also use these measures when considering available cash, including for decision-making purposes related to dividends and discretionary investments. Further, these measures help management, the Board of Directors, and investors evaluate the Company's ability to generate liquidity from operating activities.
We define cash cost of goods sold per MT, a non-GAAP financial measure, as cost of goods sold less depreciation and amortization and less cost of goods sold associated with the portion of our sales that consists of deliveries of by-products of the manufacturing processes, with this total divided by our sales volume measured in MT. We believe this is an important measure as it is used by our management and Board of Directors to evaluate our costs on a per MT basis.
In evaluating these non-GAAP financial measures, you should be aware that in the future, we may incur expenses similar to the adjustments in the reconciliations presented below. Our presentations of these non-GAAP financial measures should not be construed as suggesting that our future results will be unaffected by these expenses or any unusual or non‑recurring items. When evaluating our performance, you should consider these non-GAAP financial measures alongside other measures of financial performance and liquidity, including our net loss, loss per share, cash flow from operating activities, cost of goods sold, and other GAAP measures.
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The following tables reconcile our non-GAAP financial measures to the most directly comparable GAAP measures:
Reconciliation of Net Loss to Adjusted Net Loss
Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands; except per share data) 2026 2025 2026 2025
Net loss $ (40,471) $ (86,886) $ (83,748) $ (126,237)
Diluted loss per common share:
Net loss per share(1) $ (1.54) $ (3.35) $ (3.20) $ (4.88)
Weighted average shares outstanding(1) 26,254,657 25,918,456 26,173,246 25,878,066
Adjustments, pre-tax:
Pension and OPEB plan expenses(2) 532 633 1,063 1,261
Foreign currency remeasurement(3) 484 1,363 408 1,346
Stock-based compensation expense 1,078 1,842 2,917 2,422
Loss (gain) on sale of assets(4) 2 — (12,277) —
Tax Receivable Agreement adjustment(5) — (3,802) — (3,791)
Debt modification costs(6) — 932 — 6,293
Total non-GAAP adjustments pre-tax 2,096 968 (7,889) 7,531
Valuation allowance adjustments(7) — (42,624) — (42,624)
Income tax impact on non-GAAP adjustments 207 (1,047) 472 320
Adjusted net loss $ (38,582) $ (42,247) $ (92,109) $ (76,402)
(1)All share and per share data have been retroactively adjusted for all periods to reflect the 1-for-10 reverse stock split which became effective on August 29, 2025.
(2)Net periodic benefit cost for our pension and OPEB plans.
(3)Non-cash losses from foreign currency remeasurement of non-operating assets and liabilities of our non-U.S. subsidiaries where the functional currency is the U.S. dollar.
(4)Loss (gain) recognized related to the sale of assets associated with previously divested operations.
(5)Prior to the second quarter of 2025, when the Company established a full valuation allowance, represents expense adjustment for future payment to our sole pre-IPO stockholder for tax assets that have been utilized.
(6)Debt modification costs related to the December 2024 debt transactions, which are recognized in interest expense on the Condensed Consolidated Statements of Operations.
(7)Represents non-cash income tax expense recorded in the second quarter of 2025 related to the establishment of a full valuation allowance against the Company’s U.S. and Switzerland deferred tax assets.
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Reconciliation of Loss per share to Adjusted Loss per Share
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Loss per share(1) $ (1.54) $ (3.35) $ (3.20) $ (4.88)
Adjustments per share:
Pension and OPEB plan expenses(2) 0.02 0.03 0.04 0.05
Foreign currency remeasurement(3) 0.02 0.05 0.02 0.06
Stock-based compensation expense 0.04 0.07 0.11 0.09
Loss (gain) on sale of assets(4) — — (0.47) —
Tax Receivable Agreement adjustment(5) — (0.15) — (0.15)
Debt modification costs(6) — 0.04 — 0.24
Total non-GAAP adjustments pre-tax per share 0.08 0.04 (0.30) 0.29
Valuation allowance adjustments(7) — (1.64) — (1.65)
Income tax impact on non-GAAP adjustments per share 0.01 (0.04) 0.02 0.01
Adjusted loss per share $ (1.47) $ (1.63) $ (3.52) $ (2.95)
(1)All share and per share data have been retroactively adjusted for all periods to reflect the 1-for-10 reverse stock split which became effective on August 29, 2025.
(2)Net periodic benefit cost for our pension and OPEB plans.
(3)Non-cash losses from foreign currency remeasurement of non-operating assets and liabilities of our non-U.S. subsidiaries where the functional currency is the U.S. dollar.
(4)Loss (gain) recognized related to the sale of assets associated with previously divested operations.
(5)Prior to the second quarter of 2025, when the Company established a full valuation allowance, represents expense adjustment for future payment to our sole pre-IPO stockholder for tax assets that have been utilized.
(6)Debt modification costs related to the December 2024 debt transactions, which are recognized in interest expense on the Condensed Consolidated Statements of Operations.
(7)Represents non-cash income tax expense recorded in the second quarter of 2025 related to the establishment of a full valuation allowance against the Company’s U.S. and Switzerland deferred tax assets.
Reconciliation of Net Loss to Adjusted EBITDA Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands) 2026 2025 2026 2025
Net loss $ (40,471) $ (86,886) $ (83,748) $ (126,237)
Add:
Depreciation and amortization 14,913 15,562 29,961 29,345
Interest expense 24,370 25,418 48,566 55,259
Interest income (713) (1,866) (1,554) (3,801)
Income taxes 1,703 51,207 3,012 43,995
EBITDA (198) 3,435 (3,763) (1,439)
Adjustments:
Pension and OPEB plan expenses(1) 532 633 1,063 1,261
Foreign currency remeasurement(2) 484 1,363 408 1,346
Stock-based compensation expense 1,078 1,842 2,917 2,422
Loss (gain) on sale of assets(3) 2 — (12,277) —
Tax Receivable Agreement adjustment(4) — (3,802) — (3,791)
Adjusted EBITDA $ 1,898 $ 3,471 $ (11,652) $ (201)
(1)Net periodic benefit cost for our pension and OPEB plans.
(2)Non-cash losses from foreign currency remeasurement of non-operating assets and liabilities of our non-U.S. subsidiaries where the functional currency is the U.S. dollar.
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(3)Loss (gain) recognized related to the sale of assets associated with previously divested operations.
(4)Prior to the second quarter of 2025, when the Company established a full valuation allowance, represents expense adjustment for future payment to our sole pre-IPO stockholder for tax assets that have been utilized.
Reconciliation of Net Cash Used in Operating Activities to Free Cash Flow and Adjusted Free Cash Flow
Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands) 2026 2025 2026 2025
Net cash used in operating activities $ (68,612) $ (53,236) $ (83,546) $ (85,422)
Capital expenditures (6,864) (3,909) (19,009) (14,190)
Free cash flow (75,476) (57,145) (102,555) (99,612)
Debt modification costs(1) — 3,808 — 6,001
Adjusted free cash flow $ (75,476) $ (53,337) $ (102,555) $ (93,611)
(1) Cash payments of debt modification costs related to the December 2024 debt transactions, which are recognized in interest expense on the Condensed Consolidated Statements of Operations and recognized in net cash used in operating activities on the Condensed Consolidated Statements of Cash Flows.
Reconciliation of Cost of Goods Sold to Cash Cost of Goods Sold per MT
Three Months Ended June 30, Six Months Ended June 30,
(dollars in thousands; except per MT) 2026 2025 2026 2025
Cost of goods sold $ 125,263 $ 129,885 $ 260,096 $ 240,650
Less:
Depreciation and amortization(1) 13,356 13,946 26,833 26,090
Cost of goods sold - by-products and other(2) 3,585 8,585 16,823 17,000
Cash cost of goods sold 108,322 107,354 216,440 197,560
Sales volume (in thousands of MT) 30.8 28.6 58.9 53.3
Cash cost of goods sold per MT $ 3,517 $ 3,754 $ 3,675 $ 3,707
(1) Reflects the portion of depreciation and amortization that is recognized in cost of goods sold.
(2) Primarily reflects cost of goods sold associated with the portion of our sales that consists of deliveries of by-products of the manufacturing processes.