gti-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from______ to ______

Commission file number: 1-13888

GRAFTECH INTERNATIONAL LTD.

(Exact name of registrant as specified in its charter)


Delaware			27-2496053
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)


982 Keynote Circle		44131
Brooklyn Heights,	OH	(Zip code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (216) 676-2000

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value per share	EAF	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☐

Accelerated Filer

☒

Emerging Growth Company

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 17, 2025, 25,820,110 shares of common stock were outstanding.

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PART I. FINANCIAL INFORMATION:

Item 1. Financial Statements

Condensed Consolidated Balance Sheets (unaudited)			5

Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited)			6

Condensed Consolidated Statements of Cash Flows (unaudited)			7

Condensed Consolidated Statements of Stockholders’ (Deficit) Equity (unaudited)			8

Notes to the Condensed Consolidated Financial Statements (unaudited)			10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			23

Item 3. Quantitative and Qualitative Disclosures About Market Risk			39

Item 4. Controls and Procedures			40

PART II. OTHER INFORMATION:

Item 1. Legal Proceedings			41

Item 1A. Risk Factors			41

Item 5. Other Information			41

Item 6. Exhibits			43
SIGNATURE			44

Presentation of Financial, Market and Industry Data

We present our financial information on a consolidated basis. Unless otherwise noted, when we refer to dollars, we mean U.S. dollars.

Certain market and industry data included in this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 (the “Report”) has been obtained from third-party sources that we believe to be reliable. Market estimates are calculated by using independent industry publications, government publications and third-party forecasts in conjunction with our assumptions about our markets. We cannot guarantee the accuracy or completeness of this market and market share data and have not independently verified it. None of the sources have consented to the disclosure or use of data in this Report. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings “Cautionary Note Regarding Forward-Looking Statements” in this Report and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 (“Annual Report on Form 10-K”) filed with the Securities and Exchange Commission (“SEC”) on February 14, 2025 and Quarterly Report on Form 10-Q (“Q2 Quarterly Report on Form 10-Q”) for the quarter ended June 30, 2025 filed with the SEC on July 25, 2025.

Cautionary Note Regarding Forward-Looking Statements

This Report may contain forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect our current views with respect to, among other things, financial projections, plans and objectives of management for future operations, future economic performance and short-term and long-term liquidity. Examples of forward-looking statements include, among others, statements we make regarding future estimated volume, pricing and revenue, and anticipated levels of capital expenditures and cost of goods sold. You can identify these forward-looking statements by the use of forward-looking words such as “will,” “may,” “plan,” “estimate,” “project,” “believe,” “anticipate,” “expect,” “foresee,” “intend,” “should,” “would,” “could,” “target,” “goal,” “continue to,” “positioned to,” “are confident,” or the negative versions of those words or other comparable words. Any forward-looking statements contained in this Report are based upon our historical performance and on our current plans, estimates and expectations considering information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us that the future plans, estimates, or expectations contemplated by us will be achieved. Our expectations and targets are not predictions of actual performance and historically our performance has deviated,

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often significantly, from our expectations and targets. These forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to:

•our dependence on the global steel industry generally and the electric arc furnace (“EAF”) steel industry in particular;

•the cyclical nature of our business and the selling prices of our products, which may further decline in the future, and may continue to lead to prolonged periods of reduced profitability and net losses or adversely impact liquidity;

•the sensitivity of our business and operating results to economic conditions, including any recession, and the possibility others may not be able to fulfill their obligations to us in a timely fashion or at all;

•the possibility that we may be unable to implement our business strategies in an effective manner, including our ability to effectively implement price increases and shift sales to regions with higher average selling prices;

•continued overcapacity of the global graphite electrode industry, which may further adversely affect graphite electrode prices;

•the competitiveness of the graphite electrode industry;

•our dependence on the supply of raw materials, including decant oil and petroleum needle coke, and disruptions in supply chains for these materials;

•our primary reliance on one facility in Monterrey, Mexico for the manufacturing of connecting pins;

•the cost of electric power and natural gas, particularly in Europe;

•our manufacturing operations are subject to hazards;

•the legal, compliance, economic, social and political risks associated with our substantial operations in multiple countries;

•the possibility that fluctuation of foreign currency exchange rates could materially harm our financial results;

•the possibility that our results of operations could further deteriorate if our manufacturing operations were substantially disrupted for an extended period, including as a result of equipment failure, climate change, regulatory issues, natural disasters, public health crises, such as a global pandemic, political crises or other catastrophic events;

•the risks and uncertainties associated with litigation, arbitration, and like disputes, including disputes related to contractual commitments;

•our dependence on third parties for certain construction, maintenance, engineering, transportation, warehousing and logistics services;

•the possibility that we are subject to information technology systems failures, cybersecurity incidents, network disruptions and breaches of data security, including with respect to our third-party suppliers and business partners;

•the possibility that we are unable to recruit or retain key management and plant operating personnel or successfully negotiate with the representatives of our employees, including labor unions;

•the sensitivity of long-lived assets on our balance sheet to changes in the market;

•our dependence on protecting our intellectual property and the possibility that third parties may claim that our products or processes infringe their intellectual property rights;

•the impact of inflation and our ability to mitigate the effect on our costs;

•the impact of macroeconomic and geopolitical events on our business, results of operations, financial condition and cash flows, and the disruptions and inefficiencies in our supply chain that may occur as a result of such events;

•the possibility that the imposition of current, new or increases of existing custom duties and other tariffs in the countries in which we, our customers and our suppliers operate could adversely affect our ability to compete, operations and results of operations;

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•the possibility that our indebtedness could limit our financial and operating activities or that our cash flows may not be sufficient to service our indebtedness;

•the fact that any current or future borrowings may subject us to interest rate risk;

•risks and uncertainties associated with our ability to access the capital and credit markets could adversely affect our results of operations, cash flows and financial condition;

•the possibility that disruptions in the capital and credit markets could adversely affect our customers and suppliers;

•the possibility that restrictive covenants in our financing agreements could restrict or limit our operations; and

•changes in health, safety and environmental regulations applicable to our manufacturing operations and facilities.

These factors should not be construed as exhaustive and should be read in conjunction with the Risk Factors and other cautionary statements that are included in our Annual Report on Form 10-K, Q2 Quarterly Report on Form 10-Q and other filings with the SEC. The forward-looking statements made in this Report relate only to events as of the date on which the statements are made. Except as required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. You should specifically consider the factors identified in this Report and in our Annual Report on Form 10-K that could cause actual results to differ before making an investment decision to purchase our common stock. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)

(Unaudited)


	September 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	177,635	$	256,248
Accounts and notes receivable, net of allowance for doubtful accounts of $3,571 as of September 30, 2025 and $7,114 as of December 31, 2024	88,303		93,576
Inventories	243,293		231,241
Prepaid expenses and other current assets	60,551		55,732
Total current assets	569,782		636,797
Property, plant and equipment	968,866		910,247
Less: accumulated depreciation	487,390		427,548
Net property, plant and equipment	481,476		482,699
Deferred income taxes	13,717		53,139
Other assets	42,860		51,639
Total assets	$	1,107,835	$	1,224,274
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	62,273	$	72,833
Accrued income and other taxes	10,583		9,642
Other accrued liabilities	43,224		53,362
Interest payable	18,886		2,070
Tax Receivable Agreement	—		2,022
Total current liabilities	134,966		139,929
Long-term debt	1,092,759		1,086,915
Other long-term obligations	47,472		48,559
Deferred income taxes	26,998		23,971
Tax Receivable Agreement long-term	—		3,802
Commitments and contingencies - Note 8
Stockholders’ deficit:
Preferred stock, par value $0.01, 30,000,000 shares authorized, none issued(1)	—		—
Common stock, par value $0.01, 300,000,000 shares authorized, 25,815,812 and 25,726,420 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively(1)	2,582		2,572
Additional paid-in capital	758,192		755,338
Accumulated other comprehensive loss	(7,302)		(43,359)
Accumulated deficit	(947,832)		(793,453)
Total stockholders’ deficit	(194,360)		(78,902)
Total liabilities and stockholders’ deficit	$	1,107,835	$	1,224,274

See accompanying Notes to the Condensed Consolidated Financial Statements

(1) All share and per share data for all periods presented have been retroactively adjusted to reflect the 1-for-10 reverse stock split which became effective on August 29, 2025. See Note 1, “Organization and Summary of Significant Accounting Policies” for further information.

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GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Dollars in thousands, except per share data)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Net sales	$	143,998	$	130,654	$	387,677	$	404,565
Cost of goods sold	132,041		134,885		372,691		402,059
Lower of cost or market inventory valuation adjustment	1,650		7,843		6,326		11,916
Gross profit (loss)	10,307		(12,074)		8,660		(9,410)
Research and development	1,639		1,245		4,866		4,319
Selling and administrative expenses	13,784		13,060		41,673		33,435
Rationalization expenses	—		(99)		—		3,156
Operating loss	(5,116)		(26,280)		(37,879)		(50,320)

Other expense (income), net	142		(285)		(1,837)		(1,769)
Interest expense	24,517		16,503		79,776		47,738
Interest income	(1,383)		(1,098)		(5,184)		(4,475)
Loss before income taxes	(28,392)		(41,400)		(110,634)		(91,814)
Income tax expense (benefit)	90		(5,332)		44,085		(10,125)
Net loss	$	(28,482)	$	(36,068)	$	(154,719)	$	(81,689)

Basic loss per common share:
Net loss per share(1)	$	(1.10)	$	(1.40)	$	(5.97)	$	(3.17)

Weighted average common shares outstanding(1)	25,933,254		25,769,616		25,896,520		25,756,936
Diluted loss per common share:
Net loss per share(1)	$	(1.10)	$	(1.40)	$	(5.97)	$	(3.17)

Weighted average common shares outstanding(1)	25,933,254		25,769,616		25,896,520		25,756,936

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Net loss	$	(28,482)	$	(36,068)	$	(154,719)	$	(81,689)
Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax of $0, $(16), $0 and $29, respectively	1,601		10,308		36,178		(2,404)
Commodities, interest rate and foreign currency derivatives, net of tax benefit of $7, $386, $19 and $2,111, respectively	(39)		(1,315)		(121)		(7,516)
Other comprehensive income (loss), net of tax	1,562		8,993		36,057		(9,920)
Comprehensive loss	$	(26,920)	$	(27,075)	$	(118,662)	$	(91,609)

See accompanying Notes to the Condensed Consolidated Financial Statements

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GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)


	Nine Months Ended September 30,
	2025		2024
Cash flow from operating activities:
Net loss	$	(154,719)	$	(81,689)
Adjustments to reconcile net loss to cash used in operations:
Depreciation and amortization	45,844		46,135


Deferred income tax expense (benefit)	40,782		(11,743)

Non-cash stock-based compensation expense	3,434		4,446

Non-cash interest expense (benefit)	5,844		(3,578)
Lower of cost or market inventory valuation adjustment	6,326		11,916
Other adjustments	11,383		(3,457)
Net change in working capital*	(13,792)		29,711
Change in Tax Receivable Agreement	(5,824)		(5,417)

Net cash used in operating activities	(60,722)		(13,676)
Cash flow from investing activities:
Capital expenditures	(20,514)		(21,517)
Proceeds from the sale of fixed assets	298		100


Net cash used in investing activities	(20,216)		(21,417)
Cash flow from financing activities:




Payments for taxes related to net share settlement of equity awards	(230)		(82)


Principal payments under finance lease obligations	(80)		(58)
Net cash used in financing activities	(310)		(140)
Net change in cash and cash equivalents	(81,248)		(35,233)
Effect of exchange rate changes on cash and cash equivalents	2,635		(239)
Cash and cash equivalents at beginning of period	256,248		176,878

SEC Form 10-Q filed by GrafTech International Ltd.