GRAFTECH INTERNATIONAL LTD

Current report

Table of PART II. OTHER INFORMATION (CONT'D)

Current report

The listing of shares of our common stock does not currently comply with the continued listing requirements of the NYSE, and if the NYSE delists our common stock, it could have an adverse impact on the trading, liquidity and market price of our common stock.

Current report

The Company’s common stock is listed on the NYSE under the symbol “EAF”. The price of our common stock may be adversely affected due to, among other things, our financial results and market conditions. The Company's common stock does not currently comply with the continued listing requirements in the NYSE’s minimum share price standard.

Current report

We are seeking to effect a reverse stock split, subject to obtaining stockholder approval, in order to address the $1.00 minimum bid price requirement under NYSE rules at our upcoming Special Meeting of Stockholders expected to be held August 14, 2025. In the event the Reverse Stock Split is implemented, we cannot predict the effect that the Reverse Stock Split would have on the market price for shares of our common stock, and the history of similar reverse stock splits for companies in like circumstances has varied. Some investors may have a negative view of a reverse stock split. Even if the Reverse Stock Split were to have a positive effect on the market price for shares of our common stock, performance of our business and financial results, general economic conditions and the market perception of our business, and other adverse factors which may not be in our control could lead to a decrease in the price of our common stock following the Reverse Stock Split. Further, even if we implement the Reverse Stock Split in the time period required, there can be no assurance that stock price of our common stock will remain above the minimum $1.00 bid price required for any post-split NYSE monitoring period or otherwise. A delisting for this reason or any other reason could materially affect our ability to raise capital, adversely affect our business and the price of our common stock.

Previous report

We may require a full valuation allowance on our deferred tax assets since it is more likely than not that all or a portion of our deferred tax assets will not be realized. Future adjustments to the realizability of our deferred tax assets may have a material impact on our financial condition and results of operations.

Previous report

Determining whether a valuation allowance for deferred tax assets is appropriate requires significant judgment and an evaluation of all positive and negative evidence. We assess the need for, or the sufficiency of, a valuation allowance against deferred tax assets at the end of each reporting period. In making such an assessment, significant weight is given to evidence that can be objectively verified. New facts and circumstances, future financial results and new tax legislation, among other factors, may require us to reevaluate our valuation allowance positions which could potentially affect our effective tax rate.

Previous report

Our losses in the U.S. and Switzerland in recent periods and the potential for respective losses throughout 2025 may lead to a cumulative loss and may represent sufficient negative evidence to require a full valuation allowance on U.S. deferred tax assets and Switzerland deferred tax assets, which would increase our expenses in the period the allowance is recognized and adversely affect our financial condition and results of operations. We continue to monitor the likelihood that we will be able to recover our deferred tax assets, including those for which a valuation allowance is recorded. There can be no assurance that our deferred tax assets will be fully realized. The determination to record a valuation allowance is subject to objective factors that may not be readily predicted in advance and may adversely affect our financial condition and results of operations.

Current report — wording carried from elsewhere

Factors,” in our Annual Report on Form 10-K filed on February 14, 2025. You should not interpret the disclosure of any risk factor to imply that the risk has not already materialized.