GRAFTECH INTERNATIONAL LTD

Previous wording

Sales volume for the first quarter of 2025 was 24.7 thousand metric tons (“MT”) and increased 2% compared to the first quarter of 2024.

Current wording

Sales volume for the second quarter of 2025 was 28.6 thousand metric tons (“MT”) and increased 12% compared to the second quarter of 2024.

Previous wording

For the first quarter of 2025, our weighted-average realized price was approximately $4,100 per MT, a decrease of 20% compared to the first quarter of 2024. The decline reflected the substantial completion in 2024 of our LTAs, as well as persistent competitive pressures across all of our principal commercial regions. These impacts were partially mitigated by our initiative to actively shift more sales volume to the United States, which remains the strongest region for graphite electrode pricing.

Current wording

For the second quarter of 2025, our weighted-average realized price was approximately $4,200 per MT. This represented a decrease of 12% compared to the second quarter of 2024, but a sequential increase of 2% compared to the first quarter of 2025. The year-over-year decline reflected the substantial completion in 2024 of our LTAs, as well as persistent competitive pressures across all of our principal commercial regions. These impacts were partially mitigated by our initiative to actively shift more sales volume to the United States, which remains the strongest region for graphite electrode pricing.

Previous wording

Geopolitical uncertainty, particularly as it relates to global trade and tariffs, continues to have a significant impact on broader steel industry trends. As we closely monitor developments and assess their potential impact on the commercial environment for graphite electrodes, we continue to expect demand for graphite electrodes in the near term will remain relatively flat in the key regions in which we operate.

Current wording

Geopolitical uncertainty, particularly as it relates to global trade and tariffs, continues to have a significant impact on broader steel industry trends. As we closely monitor developments and assess their potential impact on the commercial environment for graphite electrodes, we continue to expect demand for graphite electrodes in the near term will remain relatively flat in most of the regions in which we operate. In the United States, steel production is expected to increase modestly in 2025 on a full-year basis, with growth expected to be driven by the electric arc furnace method of steelmaking, resulting in higher graphite electrode demand in this key region.

Previous wording

For GrafTech, our expectation remains achieving low-double digit percentage point year-over-year increase in our sales volume for 2025 on a full-year basis, as we continue to regain market share. This reflects our compelling customer value proposition and our ongoing focus on delivering on the needs of our customers.

Current wording

For GrafTech, our expectation remains achieving an approximate 10% year-over-year increase in our sales volume for 2025 on a full-year basis, as we continue to regain market share. This reflects our compelling customer value proposition and our ongoing focus on delivering on the needs of our customers.

Previous wording

As it relates to price, challenging pricing dynamics have persisted in most regions and the pricing environment remains unsustainably low. As a result, we continue to execute actions to accelerate our path to normalized levels of profitability and support our ability to invest in our business. These include initiatives to optimize our order book and actively shift the geographic mix of our business to regions where there is an opportunity to capture higher average selling prices. In addition, as previously announced, we informed our customers in early 2025 of our intention to increase prices by 15% on 2025 volume that was not yet committed as of the date of the announced price increase.

Current wording

As it relates to price, challenging pricing dynamics have persisted in most regions and the pricing environment remains unsustainably low. As a result, we continue to execute actions to accelerate our path to normalized levels of profitability and support our ability to invest in our business. These include initiatives to optimize our order book and actively shift the geographic mix of our sales volume to regions where there is an opportunity to capture higher average selling prices, particularly in the United States. In addition, as previously announced, we informed our customers in early 2025 of our intention to increase prices by 15% on 2025 volume that was not yet committed as of the date of the announced price increase.

Previous wording

As it relates to costs, we will continue to execute our initiatives to improve our cost structure. Regarding the potential impact of tariffs, reflecting our integrated and global production network that provides us manufacturing flexibility along with proactive measures we have taken across our supply chain, we believe we are well-positioned to minimize the potential impacts imposed by current trade policies. As such, we continue to project a mid-single digit percentage point year-over-year decline in our cash cost of goods sold per MT for 2025 on a full-year basis.

Current wording

As it relates to costs, we now expect a 7-9% year-over-year decline in our cash cost of goods sold per MT for 2025 on a full-year basis, exceeding our previous guidance of a mid-single digit percentage point decline compared to 2024. This change reflects ongoing strong execution of our initiatives to enhance our cost structure. Regarding the impact of tariffs, we believe we are well-positioned to minimize the potential impacts imposed by current trade policies, reflecting our integrated and global production network that provides us manufacturing flexibility along with proactive measures we have taken across our supply chain. As a result, we anticipate second half 2025 adjusted EBITDA to be near breakeven.

Previous wording

As of March 31, 2025, we had liquidity of $420.9 million, consisting of cash and cash equivalents of $214.3 million, $106.6 million of availability under our 2018 Revolving Credit Facility and $100.0 million of availability under our Initial First Lien Term Loan Facility (with respect to the Delayed Draw Commitments thereunder). As of March 31, 2025, we had total debt of approximately $1.1 billion.

Current wording

As of June 30, 2025, we had liquidity of $366.5 million, consisting of cash and cash equivalents of $158.5 million, $108.0 million of availability under our 2018 Revolving Credit Facility and $100.0 million of availability under our Initial First Lien Term Loan Facility (with respect to the Delayed Draw Commitments thereunder, which we intend to draw in full prior to their expiration in July 2026). As of June 30, 2025, we had total debt of approximately $1.1 billion.

Previous wording

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 investors understand the factors that drive our net sales.

Current wording

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.

Previous wording

Net sales decreased $24.7 million, or 18%, compared to the first quarter of 2024. The decline primarily reflected a decrease in our weighted-average realized price, partially offset by increased sales volume.

Current wording

Net sales decreased $5.5 million, or 4%, compared to the second quarter of 2024. The decline primarily reflected a decrease in our weighted-average realized price, partially offset by increased sales volume.

Previous wording

The following table summarizes the income tax benefit:

Current wording

The following table summarizes the income tax expense (benefit):

Previous wording

The effective tax rate for the first quarter of 2025 and 2024 was different than the U.S. statutory tax rate of 21% primarily due to the mix of U.S. and foreign earnings, tax incentives and provisions of the Tax Cuts and Jobs Act.

Current wording

The effective tax rate for the second quarter of 2025 was different than the U.S. statutory tax rate of 21% primarily due to the recording of a valuation allowance against the Company’s previously realizable U.S. and Switzerland deferred tax assets of $34.2 million and $8.4 million, respectively. The effective tax rate for the second quarter of 2024 was different from the U.S. statutory rate of 21% primarily due to 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.

Previous wording

Cost of goods sold decreased $24.4 million, or 18%, compared to the first quarter of 2024. Inventory written down in prior periods due to LCM inventory valuation adjustments had a $7.2 million favorable impact on cost of goods sold in the first quarter of 2025 as compared to the first quarter of 2024. In addition, the first quarter of 2024 included the recognition of $9.8 million of fixed manufacturing costs (including depreciation) related to low production levels, as well as $2.7 million of rationalization-related expenses that did not recur in the first quarter of 2025. These decreases were partially offset by the impact of increased volume.

Current wording

Cost of goods sold decreased $26.5 million, or 10%, compared to the first six months of 2024, reflecting our ongoing initiatives to reduce our cost structure. Inventory written down in prior periods due to LCM inventory valuation adjustments had a $5.5 million favorable impact on cost of goods sold in the first six months of 2025 compared to the first six months of 2024. In addition, the first six months of 2024 included the recognition of an incremental $10.9 million of fixed manufacturing costs (including depreciation) related to low production levels. These decreases were partially offset by the impact of increased volume.

Previous wording

Interest expense increased $14.2 million, or 91%, compared to the first quarter of 2024. Interest expense for the first quarter of 2025 included interest expense incurred on our Initial First Lien Term Loan Facility and our Delayed Draw First Lien Term Loan Facility that did not exist in the first quarter of 2024. In addition, interest expense in the first quarter of 2025 included $5.4 million of debt modification costs due to post-closure costs related to our debt transactions announced in the fourth quarter of 2024 and are primarily legal, advisory and other administrative costs. See Note 7, “Interest Expense” in the Notes to the Condensed Consolidated Financial Statements for further discussion.

Current wording

Interest expense increased $24.0 million, or 77%, compared to the first six months of 2024. Interest expense for the first six months of 2025 included interest expense incurred on our Initial First Lien Term Loan Facility and our Delayed Draw First Lien Term Loan Facility that did not exist in the first six months of 2024. In addition, interest expense in the first six months of 2025 included $6.3 million of debt modification costs due to post-closure costs related to our debt transactions announced in the fourth quarter of 2024 and are primarily legal, advisory and other administrative costs. See Note 7, “Interest Expense” in the Notes to the Condensed Consolidated Financial Statements for further discussion.

Previous wording

Many of the non-U.S. countries in which we have a manufacturing facility 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.

Current wording

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.

Previous wording

The impact of these changes in the average exchange rates of other currencies against the U.S. dollar on our net sales was a decrease of $0.9 million for the first quarter of 2025 compared to the first quarter of 2024. The impact of these changes on our cost of goods sold was a decrease of $2.3 million for the first quarter of 2025 compared to the first quarter of 2024.

Current wording

The impact of these changes in the average exchange rates of other currencies against the U.S. dollar on our net sales was increases of $2.2 million and $1.3 million, respectively, for the second quarter and first six months of 2025 compared to the same periods of 2024. The impact of these changes on our cost of goods sold was increases of $3.0 million and $0.6 million for the second quarter and first six months of 2025, respectively, compared to the same periods of 2024.

Previous wording

We believe that we have adequate liquidity to meet our needs for at least the next twelve months. As of March 31, 2025, we had liquidity of $420.9 million, consisting of cash and cash equivalents of $214.3 million, $106.6 million of availability under our 2018 Revolving Credit Facility (after giving effect to $8.8 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 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 March 31, 2025 and December 31, 2024 resulted in a reduction of the availability under the facility. We had long-term debt of $1.1 billion as of each of March 31, 2025 and December 31, 2024. As of December 31, 2024, we had liquidity of $464.2 million, consisting of cash and cash equivalents of $256.2 million, $108.0 million of availability under our 2018 Revolving Credit Facility (after giving effect to $7.4 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).

Current wording

We believe that we have adequate liquidity to meet our needs for at least the next twelve months. As of June 30, 2025, we had liquidity of $366.5 million, consisting of cash and cash equivalents of $158.5 million, $108.0 million of availability under our 2018 Revolving Credit Facility (after giving effect to $7.4 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 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, 2025 and December 31, 2024 resulted in a reduction of the availability under the 2018 Revolving Credit Facility. We had long-term debt of $1.1 billion as of each of June 30, 2025 and December 31, 2024. As of December 31, 2024, we had liquidity of $464.2 million, consisting of cash and cash equivalents of $256.2 million, $108.0 million of availability under our 2018 Revolving Credit Facility (after giving effect to $7.4 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).

Previous wording

As of March 31, 2025 and December 31, 2024, $51.6 million and $60.0 million, respectively, of our cash and cash equivalents were located outside of the U.S. We repatriate funds from our foreign subsidiaries through dividends. 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 (the “Code”).

Current wording

As of June 30, 2025 and December 31, 2024, $60.7 million and $60.0 million, respectively, of our cash and cash equivalents were located outside of the U.S. We repatriate funds from our foreign subsidiaries through dividends. 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 (the “Code”).

Previous wording

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 Redemption Price 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.

Current wording

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 Redemption Price or the Applicable Premium (each as defined in the New 9.875% Notes Indenture), as applicable. If the Company or GrafTech

Previous wording

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 March 31, 2025 and December 31, 2024, the availability under our 2018 Revolving Credit Facility was $106.6 million and $108.0 million, respectively. As any borrowings under the 2018 Revolving Credit Facility remain subject to compliance with the financial covenants thereunder, our operating performance as of March 31, 2025 and December 31, 2024 resulted in our inability to access the full amount of commitments under the facility. As of March 31, 2025 and December 31, 2024, there were no borrowings outstanding on the 2018 Revolving Credit Facility and there was $8.8 million and $7.4 million of letters of credit drawn against the 2018 Revolving Credit Facility as of each date, respectively.

Current wording

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, 2025 and December 31, 2024, the availability under our 2018 Revolving Credit Facility was $108.0 million. As of June 30, 2025 and December 31, 2024, there were no borrowings outstanding on the 2018 Revolving Credit Facility and there was $7.4 million 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 operating performance as of June 30, 2025 and December 31, 2024 resulted in our inability to access the full amount of commitments under the facility.

Previous wording

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 March 31, 2025 and December 31, 2024.

Current wording

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)

Previous wording

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 quarter of 2025, we did not repurchase any shares of our common stock. As of March 31, 2025, we had $99.0 million remaining under our stock repurchase authorization.

Current wording

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 second quarter and first six months of 2025, we did not repurchase any shares of our common stock. As of June 30, 2025, we had $99.0 million remaining under our stock repurchase authorization.

Previous wording

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 $10.3 million in the three months ended March 31, 2025. We continue to expect full-year capital expenditures to be approximately $40.0 million for 2025.

Current wording

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 $14.2 million in the six months ended June 30, 2025. We continue to expect full-year capital expenditures to be approximately $40.0 million for 2025.

Previous wording

Net cash used in operating activities increased $31.7 million in the first quarter of 2025 compared to the first quarter of 2024. The increase was primarily due to a $28.7 million increase in cash used for working capital. Cash flow used for inventories increased $48.7 million in the first quarter of 2025 compared to the first quarter of 2024 primarily due to increased quantities on-hand. Cash flow used for prepaid and other current assets increased $8.2 million in the first quarter of 2025, compared to the first quarter of 2024, primarily due to the timing of payments. Cash flow used for accounts payable and accruals decreased $29.7 million in the first quarter of 2025 compared to the first quarter of 2024 primarily due to the timing of payments.

Current wording

Net cash used in operating activities increased $48.0 million in the first six months of 2025 compared to the first six months of 2024. The increase was primarily due to a $32.0 million increase in cash used for working capital. Cash flow used for inventories increased $46.4 million in the first six months of 2025 compared to the first six months of 2024 primarily due to increased quantities on-hand as we execute our initiative to manage costs by level-loading our production in 2025. Cash flow used for accounts payable and accruals decreased $14.6 million in the first six months of 2025 compared to the first six months of 2024 primarily due to the timing of payments.

Previous wording

Net cash used in investing activities was $10.3 million in the three months ended March 31, 2025 compared to $10.5 million in the three months ended March 31, 2024 and represents capital expenditures made in the ordinary course of business.

Current wording

Net cash used in investing activities was $14.2 million in the six months ended June 30, 2025 compared to $17.4 million in the six months ended June 30, 2024 and represents capital expenditures made in the ordinary course of business.

Previous wording

Net cash used in financing activities was $0.2 million in the quarter of 2025 compared to $0.1 million in the first quarter of 2024 in connection with vesting of RSUs and tax withholding on behalf of the participants.

Current wording

Net cash used in financing activities was $0.3 million in the first six months of 2025 compared to $0.1 million in the first six months of 2024, primarily in connection with vesting of RSUs and tax withholding on behalf of the participants.

Previous wording

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. 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.

Current wording

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.

Previous wording

(9)The tax impact on the non-GAAP adjustments is affected by their tax deductibility and the applicable jurisdictional tax rates.

Current wording

(10) Represents the tax impact on the non-GAAP adjustments.