gti-20260630

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 June 30, 2026


☐			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 July 17, 2026, 26,092,164 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 (unaudited)			8

Notes to the Condensed Consolidated Financial Statements (unaudited)			9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			21

Item 3. Quantitative and Qualitative Disclosures About Market Risk			36

Item 4. Controls and Procedures			37

PART II. OTHER INFORMATION:

Item 1. Legal Proceedings			38

Item 1A. Risk Factors			38

Item 5. Other Information			38

Item 6. Exhibits			39
SIGNATURE			40

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 June 30, 2026 (this “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 market. 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, 2025 (“Annual Report on Form 10-K”) filed with the Securities and Exchange Commission (“SEC”) on February 13, 2026.

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, often significantly, from our expectations and targets. These forward-looking statements are subject to various risks and uncertainties

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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 remain at depressed levels or further decline in the future, and may continue to experience 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 increase or maintain existing prices 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 cost and availability of manufacturing inputs, including raw materials, such as decant oil, petroleum needle coke, energy and freight, and disruptions in availability for such inputs;

•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;

•uncertain shifts in domestic and foreign trade policies and the possibility that the imposition of current, new or increased custom duties and tariffs and trade barriers in the countries in which we, our customers and our suppliers operate could adversely affect our ability to compete, operations, results of operations and financial condition;

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•risks associated with strategic transactions, including acquisitions, divestitures, joint ventures, equity investments, and debt issuances, that could adversely affect our business, operating results and financial condition;

•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;

•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 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)


	June 30, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	145,360	$	138,427
Accounts receivable, net of allowance for doubtful accounts of $4,201 as of June 30, 2026 and $3,271 as of December 31, 2025	76,166		73,235
Inventories	237,264		224,692
Prepaid and other current assets	58,399		48,180
Total current assets	517,189		484,534
Property, plant and equipment	991,526		986,946
Less: accumulated depreciation	518,043		497,016
Net property, plant and equipment	473,483		489,930
Deferred income taxes	9,276		9,318
Other assets	43,008		45,007
Total assets	$	1,042,956	$	1,028,789
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	68,368	$	67,017
Accrued income and other taxes	9,142		8,047
Other accrued liabilities	47,595		53,127

Total current liabilities	125,105		128,191
Long-term debt	1,198,602		1,094,706
Other long-term obligations	39,533		40,388
Deferred income taxes	25,274		25,132
Commitments and contingencies - Note 8
Stockholders’ deficit:
Preferred stock, par value $0.01, 30,000,000 shares authorized, none issued	—		—
Common stock, par value $0.01, 300,000,000 shares authorized, 26,092,164 and 25,820,110 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively	2,584		2,582
Additional paid-in capital	762,217		759,710
Accumulated other comprehensive loss	(13,462)		(8,972)
Accumulated deficit	(1,096,897)		(1,012,948)
Total stockholders’ deficit	(345,558)		(259,628)
Total liabilities and stockholders’ deficit	$	1,042,956	$	1,028,789

See accompanying Notes to the Condensed Consolidated Financial Statements

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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 June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Net sales	$	127,362	$	131,840	$	252,463	$	243,679
Cost of goods sold	125,263		129,885		260,096		240,650
Lower of cost or market inventory valuation adjustment	2,521		1,893		7,779		4,676
Gross (loss) profit	(422)		62		(15,412)		(1,647)
Research and development	1,539		1,348		2,982		3,227
Selling and administrative expenses	12,616		13,267		26,844		27,889
Operating loss	(14,577)		(14,553)		(45,238)		(32,763)

Other expense (income), net	534		(2,426)		(11,514)		(1,979)
Interest expense	24,370		25,418		48,566		55,259
Interest income	(713)		(1,866)		(1,554)		(3,801)
Loss before income taxes	(38,768)		(35,679)		(80,736)		(82,242)
Income tax expense	1,703		51,207		3,012		43,995
Net loss	$	(40,471)	$	(86,886)	$	(83,748)	$	(126,237)

Basic loss per common share:
Net loss per share(1)	$	(1.54)	$	(3.35)	$	(3.20)	$	(4.88)
Weighted average common shares outstanding(1)	26,254,657		25,918,456		26,173,246		25,878,066
Diluted loss per common share:
Net loss per share(1)	$	(1.54)	$	(3.35)	$	(3.20)	$	(4.88)
Weighted average common shares outstanding(1)	26,254,657		25,918,456		26,173,246		25,878,066

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Net loss	$	(40,471)	$	(86,886)	$	(83,748)	$	(126,237)
Other comprehensive (loss) income:
Foreign currency translation adjustments, net of tax	(1,203)		21,981		(3,825)		34,577
Foreign currency derivatives, net of tax	(259)		(32)		(665)		(82)
Other comprehensive (loss) income, net of tax	(1,462)		21,949		(4,490)		34,495
Comprehensive loss	$	(41,933)	$	(64,937)	$	(88,238)	$	(91,742)

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.

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GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)


	Six Months Ended June 30,
	2026		2025
Cash flow from operating activities:
Net loss	$	(83,748)	$	(126,237)
Adjustments to reconcile net loss to cash used in operations:
Depreciation and amortization	29,961		29,345
Deferred income tax expense	360		42,137
Non-cash stock-based compensation expense	2,917		2,422
Non-cash interest expense	3,896		3,896
Lower of cost or market inventory valuation adjustment	7,779		4,676
Gain on sale of assets	(12,277)		—
Changes in assets and liabilities:
Accounts receivable, net	(3,090)		6,591
Inventories	(20,183)		(25,654)
Prepaid and other current assets	(8,262)		(4,268)
Income taxes payable	(899)		(243)
Accounts payable and other accruals	5,405		(21,817)
Interest payable	125		3
Change in Tax Receivable Agreement	—		(5,824)
Other	(5,530)		9,551
Net cash used in operating activities	(83,546)		(85,422)
Cash flow from investing activities:
Capital expenditures	(19,009)		(14,190)
Proceeds from the sale of fixed assets	9,258		33
Net cash used in investing activities	(9,751)		(14,157)
Cash flow from financing activities:
Proceeds from Delayed Draw First Lien Term Loan due 2029	100,000		—
Proceeds from issuance of common stock, net of issuance costs	348		—
Payments for taxes related to net share settlement of equity awards	(339)		(213)
Principal payments under finance lease obligations	(70)		(51)
Net cash provided by (used in) financing activities	99,939		(264)
Net change in cash and cash equivalents	6,642		(99,843)
Effect of exchange rate changes on cash and cash equivalents	291		2,138
Cash and cash equivalents at beginning of period	138,427		256,248
Cash and cash equivalents at end of period	$	145,360	$	158,543

Net cash paid during the periods for:
Interest	$	44,545	$	45,052
Income taxes	$	3,217	$	2,070
Non-cash investing activities:
Change in capital expenditures in accounts payable	$	(4,585)	$	(5,508)

See accompanying Notes to the Condensed Consolidated Financial Statements


GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (Dollars in thousands, except per share data) (Unaudited)
	Issued Shares of Common Stock(1)	Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Deficit
Balance as of December 31, 2025	25,820,110	$	2,582	$	759,710	$	(8,972)	$	(1,012,948)	$	(259,628)
Net loss	—	—		—		—		(43,277)		(43,277)
Other comprehensive loss	—	—		—		(3,028)		—		(3,028)
Stock-based compensation	276,359	2		1,837		—		—		1,839
Payments for taxes related to net share settlement of equity awards	(48,634)	—		(138)		—		(201)		(339)
Balance as of March 31, 2026	26,047,835	$	2,584	$	761,409	$	(12,000)	$	(1,056,426)	$	(304,433)
Net loss	—	—		—		—		(40,471)		(