GRAFTECH INTERNATIONAL LTD
For the period ended Jun 30, 2026. Filed Jul 24, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Jul 24, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-01.
0000931148-26-000051
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-07-24.
0000931148-26-000073
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 124 previous paragraphs and 137 current paragraphs.
78 unchanged; 29 reworded; 24 added; 17 removed; 0 previous and 6 current paragraphs rearranged.
Tables are not compared: 10 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (24)
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
The following table summarizes income tax expense:
Current report
The Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025
Current report
The following table summarizes income tax expense:
Current report
Common Stock Issuances
Current report
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.
Current report
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.
Current report
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.
Current report
(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.
Current report
(4)Loss (gain) recognized related to the sale of assets associated with previously divested operations.
Current report
(6)Debt modification costs related to the December 2024 debt transactions, which are recognized in interest expense on the Condensed Consolidated Statements of Operations.
Current report
(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.
Current report
(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.
Current report
(4)Loss (gain) recognized related to the sale of assets associated with previously divested operations.
Current report
(6)Debt modification costs related to the December 2024 debt transactions, which are recognized in interest expense on the Condensed Consolidated Statements of Operations.
Current report
(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.
Current report
(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.
Current report
(3)Loss (gain) recognized related to the sale of assets associated with previously divested operations.
Current report
(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.
Removed paragraphs (17)
Previous report
The following table summarizes the income tax expense (benefit):
Previous report
Net cash used in financing activities was $0.4 million in the first quarter of 2026 compared to $0.2 million in the first quarter of 2025, primarily in connection with vesting of RSUs and tax withholding on behalf of the participants.
Previous report
(3)Non-cash gains 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.
Previous report
(4)Non-cash expense for stock-based compensation awards.
Previous report
(5)Gain recognized related to the sale of assets associated with previously divested operations.
Previous report
(6)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.
Previous report
(7)Debt modification costs related to the December 2024 debt transactions, which are recognized in interest expense on the Condensed Consolidated Statements of Operations.
Previous report
(8)Represents the tax impact on the non-GAAP adjustments.
Previous report
(3)Non-cash gains 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.
Previous report
(4)Non-cash expense for stock-based compensation awards.
Previous report
(5)Gain recognized related to the sale of assets associated with previously divested operations.
Previous report
(6)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.
Previous report
(7)Debt modification costs related to the December 2024 debt transactions, which are recognized in interest expense on the Condensed Consolidated Statements of Operations.
Previous report
(8)Represents the tax impact on the Non-GAAP adjustments.
Previous report
(2)Non-cash gains 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.
Previous report
(3)Non-cash expense for stock-based compensation awards.
Previous report
(4)Gain recognized related to the sale of assets associated with previously divested operations.
Reworded paragraphs (29)
Previous wording
Sales volume for the first quarter of 2026 was 28.1 thousand metric tons (“MT”) and increased 14% compared to the first quarter of 2025.
Current wording
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.
Previous wording
For the first quarter of 2026, our weighted-average realized price was approximately $3,900 per MT. This represented a decrease of 5% compared to the first 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 37% sales volume growth in the United States, which remains the strongest region for graphite electrode pricing.
Current wording
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.
Previous wording
Production volume was 29.4 thousand MT for the first quarter of 2026, resulting in a capacity utilization rate of 65% for the quarter.
Current wording
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.
Previous wording
Demand for graphite electrodes is expected to improve modestly in 2026, supported by stable-to-improving steel production trends outside of China. While steel market conditions remain mixed, in the United States, demand has been relatively stable and is expected to increase modestly, with steel production further supported by favorable trade policies. In Europe, steel industry conditions have been more challenged, though there are early signs of recovery, including expected demand growth and recently approved increases in trade protections. For GrafTech, we continue to expect a 5–10% year-over-year increase in graphite electrode sales volume for 2026, with more than 85% of our anticipated volume already committed in our order book.
Current wording
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.
Previous wording
While volume trends are stable, 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 implementing 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, continuing to optimize our order book by prioritizing higher-value regions and foregoing volume opportunities where margins are unacceptably low.
Current wording
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.
Previous wording
On costs, geopolitical developments continue to impact key input costs, including oil-based raw materials, energy and logistics. In response, we are expanding initiatives to improve our cost structure, including enhancing production efficiency and optimizing production schedules. Factoring all of this in, 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.
Current wording
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.
Previous wording
We are also maintaining disciplined capital and working capital management. For 2026, we 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.
Current wording
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.
Previous wording
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 sustained industry growth. We believe the actions we are taking, combined with our vertical integration and a leading competitive position, will enable GrafTech to benefit as market conditions normalize.
Current wording
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 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.
Previous wording
As of March 31, 2026, we had liquidity of $328.7 million, consisting of cash and cash equivalents of $120.2 million, $108.5 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 its expiration in July 2026). As of March 31, 2026, we had total debt of approximately $1.1 billion.
Current wording
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.
Previous wording
Interest expense decreased $5.6 million, or 19%, compared to the first quarter of 2025. Interest expense for the first quarter of 2025 included $5.4 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.
Current wording
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.
Previous wording
The effective tax rate for the first 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. At June 30, 2025, the Company recognized a valuation allowance on the net tax assets carried in the United States and Switzerland. Prior to that date, the effective rate reflected the benefits associated with the losses realized in those jurisdictions, which drove the effective benefit of 15.5% in the prior period. 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 first 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.
Current wording
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.
Previous wording
Net sales increased $13.3 million, or 12%, compared to the first quarter of 2025, reflecting higher sales volume partially offset by a year-over-year decrease in our weighted-average realized price.
Current wording
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.
Previous wording
Cost of goods sold increased $24.1 million, or 22%, compared to the first quarter of 2025, reflecting increased sales volume. In addition, inventory written down in prior periods due to LCM inventory valuation adjustments had a $7.5 million favorable impact on cost of goods sold in the first quarter of 2026 compared to a $12.3 million favorable impact in the first quarter of 2025, resulting in a $4.8 million unfavorable impact year over year.
Current wording
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.
Previous wording
Selling and administrative expenses decreased $0.4 million, or 3%, compared to the first quarter of 2025. The decrease is primarily due to reduced legal spend, partially offset by an increase to our allowance for doubtful accounts.
Current wording
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.
Previous wording
Other (income) expense, net represented income of $12.0 million in the first quarter of 2026, compared to expense of $0.4 million in first quarter of 2025. In the first quarter 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.
Current wording
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.
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 an increase of $2.5 million for the first quarter of 2026, compared to the first quarter of 2025. The impact of these changes on our cost of goods sold was an increase of $6.7 million for the first quarter of 2026, compared to the first quarter of 2025.
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 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.
Previous wording
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). Our uses of those funds (other than for operations) have consisted principally of capital expenditures, debt repayment, dividends, share repurchases 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.
Current wording
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.
Previous wording
We believe that we have adequate liquidity to meet our needs for at least the next twelve months. As of March 31, 2026, we had liquidity of $328.7 million, consisting of cash and cash equivalents of $120.2 million, $108.5 million of availability under our 2018 Revolving Credit Facility (after giving effect to $7.0 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, 2026 and December 31, 2025 resulted in a restriction of the availability under the 2018 Revolving Credit Facility. We had long-term debt of $1.1 billion as of March 31, 2026 and December 31, 2025. 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).
Current wording
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).
Previous wording
As of March 31, 2026 and December 31, 2025, $49.9 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 (the “Code”).
Current wording
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.
Previous wording
Cash flow. Our cash flow typically fluctuates significantly between quarters due to various factors. These factors include customer order patterns, production cadence, fluctuations in working capital requirements, timing of tax and interest payments and other factors.
Current wording
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.
Previous wording
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 Term Loan Credit Agreement”). The Initial First Lien Term Loans were drawn in a single drawing on the Settlement Date. The Delayed Draw Commitments are available to the Company until July 23, 2026, subject to the satisfaction of customary conditions precedent thereto. The Company expects to draw the $100 million of available Delayed Draw Commitments prior to the expiration.
Current wording
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
Previous wording
The Company pays 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.
Current wording
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.
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, 2026 and December 31, 2025, the availability under our 2018 Revolving Credit Facility was $108.5 million and $101.6 million, respectively. As of March 31, 2026 and December 31, 2025, there were no borrowings outstanding on the 2018 Revolving Credit Facility and there was $7.0 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 operating performance as of March 31, 2026 and December 31, 2025 resulted in our inability to access the full amount of commitments under the facility.
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, 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 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.
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 2026, we did not repurchase any shares of our common stock. As of March 31, 2026, 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 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.
Previous wording
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, 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.
Current wording
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.
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 $12.1 million in the three months ended March 31, 2026. We continue to expect full-year capital expenditures to be approximately $35.0 million for 2026.
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 $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.
Previous wording
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 First Lien Term Loans and 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, 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.
Current wording
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.
Previous wording
Net cash used in operating activities decreased $17.3 million in the first quarter of 2026 compared to the first quarter of 2025. The decrease was primarily due to a $22.3 million decrease in cash used for working capital. Cash flow used for inventories decreased $20.1 million in the first quarter of 2026 compared to the first quarter of 2025, which included a planned inventory build. Cash flow provided by prepaid and other current assets increased $8.5 million in the first quarter of 2026 compared to the first quarter of 2025 primarily due to collections of value-added tax and the timing of payments. Cash provided by accounts payable and accruals increased $5.4 million in the first quarter of 2026 compared to the first quarter of 2025 primarily due to the timing of payments.
Current wording
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.
Previous wording
Net cash used in investing activities was $2.8 million in the three months ended March 31, 2026 compared to $10.3 million in the three months ended March 31, 2025. In the first quarter of 2026, we received $9.3 million of cash from the sale of assets associated with previously divested locations.
Current wording
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.
Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
(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.