GRAFTECH INTERNATIONAL LTD

Previous wording

We are a leading manufacturer of high-quality graphite electrode products essential to the production of EAF steel and other ferrous and non‑ferrous metals. We believe that we have a competitive portfolio of low-cost ultra-high power graphite electrode manufacturing facilities, with some of the highest capacity facilities in the world. We are the only large-scale graphite electrode producer that is substantially vertically integrated into petroleum needle coke manufacturing, our key raw material for graphite electrode manufacturing.

Current wording

We are a leading global manufacturer of high-quality graphite electrode products essential to the production of EAF steel and other ferrous and non‑ferrous metals. With 140 years of experience in carbon science and manufacturing, we believe that we have a competitive portfolio of large-scale, low-cost, ultra-high power graphite electrode manufacturing facilities, and we are the only major graphite electrode producer vertically integrated into petroleum needle coke, our key raw material for graphite electrode manufacturing.

Previous wording

We believe GrafTech’s leadership position and vertical integration are sustainable competitive advantages. We believe the services and solutions we provide will position our customers and us for a better future.

Current wording

We believe GrafTech’s leadership position and vertical integration provide important advantages in product quality, supply reliability and cost competitiveness. We believe the services and solutions we provide will position our customers and us for a better future.

Previous 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.

Current wording

Sales volume for the third quarter of 2026 was 28.8 thousand metric tons (“MT”), which was consistent with the third quarter of 2025.

Previous 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.

Current wording

For the third quarter of 2026, our weighted-average realized price was approximately $3,900 per MT. This represented a decrease of 7% compared to the third quarter of 2025. The year-over-year pricing decline reflected persistent competitive pressures across most of our principal commercial regions.

Previous 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.

Current wording

Production volume was 27.0 thousand MT for the third quarter of 2026, resulting in a capacity utilization rate of 64%, up from 63% for the third quarter of 2025. While production volume has exceeded sales volume for the first nine months of 2026, our expectation remains to balance our production and sales volume levels on a full-year basis.

Previous wording

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 wording

Global steel demand, outside of China, is projected to grow modestly in 2026, with anticipated growth in many 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 through August. In Europe, while steel production is flat over this period, the steel market outlook is improving, reflecting recently approved increases in trade protections.

Previous 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.

Current wording

Based on current steel market conditions, we continue to expect modest growth in graphite electrode demand for the full year of 2026. For GrafTech, we are maintaining our expectation for a 5–10% year-over-year increase in graphite electrode sales volume as we continue to gain market share.

Previous 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.

Current wording

Despite continued cost pressures from oil-based raw materials, energy and logistics, our ongoing cost reduction and operational efficiency initiatives are expected to offset these headwinds. Accordingly, we continue to expect a low-single-digit percentage 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 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.

Current wording

We remain focused on disciplined capital spending and working capital management. For 2026, we continue to expect a modest increase in working capital to support higher sales volume. We also continue to anticipate full-year capital expenditures of approximately $35 million.

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 industry-leading capabilities, position GrafTech to generate stronger financial performance as market conditions normalize.

Current wording

Longer term, we remain confident in the structural drivers of demand growth for graphite electrodes, including the ongoing transition toward electric arc furnace steelmaking, as well as opportunities for petroleum needle coke in battery applications. We believe our strategic initiatives to improve our cost structure, optimize our manufacturing footprint and strengthen our commercial position, combined with our vertical integration and differentiated capabilities, position GrafTech to deliver stronger financial performance as market conditions improve.

Previous 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.

Current wording

As of September 30, 2026, we had liquidity of $241.9 million, consisting of cash and cash equivalents of $134.3 million and $107.6 million of availability under our 2018 Revolving Credit Facility (after giving effect to the financial covenant and letters of credit described herein). As of September 30, 2026, we had total debt of approximately $1.2 billion.

Previous wording

In addition to measures of financial performance presented in our Condensed Consolidated Financial Statements in accordance with generally accepted accounting principles in the United States (“GAAP”), we use certain other financial measures and operating metrics to analyze the performance of our Company. Our “non-GAAP” financial measures consist of EBITDA, adjusted EBITDA, adjusted net loss, adjusted loss per share, adjusted free cash flow and cash cost of goods sold per MT which help us evaluate growth trends, establish budgets, assess operational efficiencies and evaluate our overall financial performance. Our key operating metrics consist of sales volume, production volume, production capacity and capacity utilization.

Current wording

In addition to measures of financial performance presented in our Condensed Consolidated Financial Statements in accordance with generally accepted accounting principles in the United States (“GAAP”), we use certain other financial measures and operating metrics to analyze the performance of our Company. Our “non-GAAP” financial measures consist of EBITDA, adjusted EBITDA, adjusted net loss, adjusted loss per share, free cash flow, adjusted free cash flow and cash cost of goods sold per MT which help us evaluate growth trends, establish budgets, assess operational efficiencies and evaluate our overall financial performance. Our key operating metrics consist of sales volume, production volume, production capacity and capacity utilization.

Previous wording

(2)Loss per share represents diluted loss per share. Adjusted loss per share represents adjusted diluted loss per share.

Current wording

(1)Loss per share represents diluted loss per share. Adjusted loss per share represents adjusted diluted loss per share.

Previous wording

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 wording

Net sales decreased $3.8 million, or 3%, compared to the third quarter of 2025, reflecting a year-over-year decrease in our weighted-average realized price. For the third quarter of 2026 and 2025, net sales included the recognition of $8.5 million and $11.2 million, respectively, of revenue following resolutions of long-standing commercial matters.

Previous wording

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 wording

Selling and administrative expenses decreased $0.8 million, or 6%, compared to the third quarter of 2025. The decrease is primarily due to reduced variable compensation expenses, a reduction in bad debt expense and lower legal spend.

Previous 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.

Current wording

The effective tax rate for the third quarter of 2026 and 2025 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 third quarter of 2026 and 2025 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 $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.

Current wording

Net sales increased $4.9 million, or 1%, compared to the first nine months of 2025, reflecting higher sales volume partially offset by a year-over-year decrease in our weighted-average realized price.

Previous 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.

Current wording

Selling and administrative expenses decreased $1.9 million, or 4%, compared to the first nine months of 2025. The decrease is primarily due to lower legal spend and reduced variable compensation-related expenses, partially offset by an increase in stock-based compensation expense due to forfeitures recorded in the prior year period.

Previous 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.

Current wording

Other income, net represented income of $12.3 million in the first nine months of 2026, compared to $1.8 million in the first nine months of 2025. In the first nine months of 2026, we recognized a $12.8 million gain related to the sale of assets associated with previously divested operations, consisting of $9.7 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

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 wording

Interest expense decreased $5.3 million, or 7%, compared to the first nine months of 2025. Interest expense for the first nine 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.

Previous wording

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 wording

The effective tax rate for the first nine 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 each of the first nine months of 2026 and 2025 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.

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 $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.

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 a decrease of $0.9 million for the third quarter and an increase of $2.5 million for the first nine months of 2026 compared to the same periods of 2025. The impact of these changes on our cost of goods sold was a decrease of $0.9 million and $9.1 million for the third quarter and first nine months of 2026, respectively, compared to the same periods of 2025.

Previous 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.

Current 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), as well as sales of equity and assets from time to time. 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 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).

Current wording

We believe that we have adequate liquidity to meet our needs for at least the next twelve months. As of September 30, 2026, we had liquidity of $241.9 million, consisting of cash and cash equivalents of $134.3 million and $107.6 million of availability under our 2018 Revolving Credit Facility (after giving effect to the financial covenant described herein and $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 September 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 September 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 the financial covenant described herein and $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 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.

Current wording

As of September 30, 2026 and December 31, 2025, $57.5 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 is 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 Code of 1986, as amended.

Previous wording

The New 9.875% Notes were issued pursuant to an indenture, dated as of the Settlement Date (the “New 9.875% Notes Indenture” and, together with the New 4.625% Notes Indenture, the “New Notes Indentures”), by and among GrafTech Global, the Guarantors, GrafTech Finance, the New Trustee and the New Notes Collateral Agent. The New 9.875% Notes will pay interest of 9.875% semiannually per annum.

Current wording

The New 9.875% Notes were issued pursuant to an indenture, dated as of the Settlement Date (the “New 9.875% Notes Indenture” and, together with the New 4.625% Notes Indenture, the “New Notes Indentures”), by and among GrafTech Global, the Guarantors, GrafTech Finance, the New Trustee and the New Notes Collateral Agent. The New 9.875% Notes pay interest of 9.875% semiannually per annum.

Previous wording

The New Notes and each guarantee constitute: senior obligations that rank pari passu in right of payment with all of our and the Guarantors’ existing and future senior indebtedness, including the First Lien Term Loans (as defined below) and the 2018 Revolving Credit Facility; provided, that the First Lien Term Loans and the 2018 Revolving Credit Facility are senior in right of payment to the New Notes with respect to proceeds of the Foreign Guarantor facility located in Calais, France (the “Calais Facility”) solely to the extent that such facility does not constitute Collateral; secured on a second-priority basis, subject to certain exceptions and permitted liens, on the Collateral that secures the First Lien Term Loans and the 2018 Revolving Credit Facility on a first-priority basis; effectively junior to all of our and the Guarantors’ obligations under the First Lien Term Loans and the 2018 Revolving Credit Facility (and other indebtedness secured on a first-priority basis on the Collateral pari passu with the liens securing the First Lien Term Loans and the 2018 Revolving Credit Facility) to the extent of the value of the Collateral securing the First Lien Term Loans and the 2018 Revolving Credit Facility (and such other indebtedness secured on a first-priority basis on the Collateral); effectively senior to all of our and the Guarantors’ future debt that is secured by liens on the Collateral securing the New Notes that are junior to those securing the New Notes and to any of our and the Guarantors’ unsecured indebtedness, in each case, to the extent of the value of the Collateral securing the New Notes and the guarantees; and structurally subordinated to all of our existing and future indebtedness and other liabilities, including trade payables, of each of our subsidiaries that do not issue or guarantee the New Notes.

Current wording

The New Notes and each guarantee constitute: senior obligations that rank pari passu in right of payment with all of our and the Guarantors’ existing and future senior indebtedness, including the First Lien Term Loans (as defined below) and the 2018 Revolving Credit Facility; provided, that the First Lien Term Loans and the 2018 Revolving Credit Facility are senior in right of payment to the New Notes with respect to proceeds of the Foreign Guarantor facility located in Calais, France (the “Calais Facility”) solely to the extent that such facility does not constitute Collateral; secured on a second-priority basis, subject to certain exceptions and permitted liens, on the Collateral that secures the First Lien Term Loans and the 2018 Revolving Credit Facility on a first-priority basis; effectively junior to all of our and the Guarantors’ obligations under the First Lien Term Loans and the 2018 Revolving Credit Facility (and other indebtedness secured on a first-priority basis on the Collateral pari passu with the liens securing the First Lien Term Loans and the 2018 Revolving Credit Facility) to the extent of the value of the Collateral securing the First Lien Term Loans and the 2018 Revolving Credit Facility (and such other indebtedness secured on a first-priority basis on the Collateral); effectively senior to all of our and the Guarantors’ future debt that is secured by liens on the Collateral securing the New Notes that are junior to those securing the New Notes and to any of our and the Guarantors’

Previous wording

In connection with the consummation of the solicitation of consents, substantially all of the restrictive covenants and related provisions and definitions in the Existing 4.625% Notes Indenture were removed, effective as the Settlement Date.

Current wording

In connection with the consummation of the solicitation of consents, substantially all of the restrictive covenants and related provisions and definitions in the Existing 4.625% Notes Indenture were removed, effective as of the Settlement Date.

Previous wording

The Existing 4.625% Notes Indenture contains certain events of default customary for agreements of its type (with customary grace periods, as applicable) and provides that, upon the occurrence of an event of default arising from certain events of bankruptcy or insolvency with respect to the Company or GrafTech Finance, all outstanding Existing 4.625% Notes will become due and payable immediately without further action or notice. If any other type of event of default occurs and is continuing, then the trustee or the holders of at least 30% in principal amount of the then outstanding Existing 4.625% Notes may declare all of the Existing 4.625% Senior Notes to be due and payable immediately. We were in compliance with all of our debt covenants as of June 30, 2026 and December 31, 2025.

Current wording

The Existing 4.625% Notes Indenture contains certain events of default customary for agreements of its type (with customary grace periods, as applicable) and provides that, upon the occurrence of an event of default arising from certain events of bankruptcy or insolvency with respect to the Company or GrafTech Finance, all outstanding Existing 4.625% Notes will become due and payable immediately without further action or notice. If any other type of event of default occurs and is continuing, then the trustee or the holders of at least 30% in principal amount of the then outstanding Existing 4.625% Notes may declare all of the Existing 4.625% Notes to be due and payable immediately. We were in compliance with all of our debt covenants as of September 30, 2026 and December 31, 2025.

Previous wording

In connection with the consummation of the solicitation of consents, substantially all of the restrictive covenants and related provisions and definitions in the Existing 9.875% Notes Indenture were removed, effective as the Settlement Date.

Current wording

In connection with the consummation of the solicitation of consents, substantially all of the restrictive covenants and related provisions and definitions in the Existing 9.875% Notes Indenture were removed, effective as of the Settlement Date.

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

Current wording

“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. In June 2026, the Company drew the $100 million of available Delayed Draw Commitments.

Previous wording

The First Lien Term Credit Agreement contains certain covenants that, among other things, limit the Company’s ability to incur or guarantee additional indebtedness or issue preferred stock, pay distributions on, redeem or repurchase capital stock or redeem or repurchase certain debt, incur or suffer to exist certain liens, make certain investments, engage in certain transactions with affiliates, consummate certain asset sales and effect certain fundamental changes. The First Lien Term Loan Credit Agreement also contains certain events of default (with grace periods, as applicable) that permit the agent to accelerate the First Lien Term Loans, and provide that, upon the occurrence of certain events of default arising from bankruptcy or insolvency, all First Lien Term Loans will become due and payable immediately without further action or notice.

Current wording

The First Lien Term Loan Credit Agreement contains certain covenants that, among other things, limit the Company’s ability to incur or guarantee additional indebtedness or issue preferred stock, pay distributions on, redeem or repurchase capital stock or redeem or repurchase certain debt, incur or suffer to exist certain liens, make certain investments, engage in certain transactions with affiliates, consummate certain asset sales and effect certain fundamental changes. The First Lien Term Loan Credit Agreement also contains certain events of default (with grace periods, as applicable) that permit the agent to accelerate the First Lien Term Loans, and provides that, upon the occurrence of certain events of default arising from bankruptcy or insolvency, all First Lien Term Loans will become due and payable immediately without further action or notice.

Previous wording

In February 2018, the Company entered into a credit agreement (as amended, the “2018 Credit Agreement”), which provided for (i) a $2,250 million senior secured term facility (the “2018 Term Loan Facility”) after giving effect to the June 2018 amendment (the “First Amendment”) that increased the aggregate principal amount of the 2018 Term Loan Facility from $1,500 million to $2,250 million and (ii) a $330 million senior secured revolving credit facility after giving effect to the May 2022 amendment that increased the revolving commitments under the 2018 Credit Agreement by $80 million from $250 million (the “2018 Revolving Credit Facility”). GrafTech Finance Inc. (“GrafTech Finance”) was the sole borrower under the 2018 Term Loan Facility while GrafTech Finance, GrafTech Switzerland SA (“Swissco”) and GrafTech Luxembourg II S.à.r.l. (“Luxembourg Holdco” and, together with GrafTech Finance and Swissco, the “Co-Borrowers”) were co-borrowers under the 2018 Revolving Credit Facility. In December 2024, the 2018 Credit Agreement was further amended to provide for a $225 million senior secured first lien revolving credit facility, reducing the revolving commitments under the 2018 Credit Agreement by $105 million. On June 26, 2023, GrafTech repaid the term loans under the 2018 Term Loan Facility with proceeds from the Existing 9.875% Notes issuance. As of June 30, 2026 and December 31, 2025, there were no outstanding term loans under the 2018 Term Loan Facility.

Current wording

In February 2018, the Company entered into a credit agreement (as amended, the “2018 Credit Agreement”), which provided for (i) a $2,250 million senior secured term facility (the “2018 Term Loan Facility”) after giving effect to the June 2018 amendment that increased the aggregate principal amount of the 2018 Term Loan Facility from $1,500 million to $2,250 million and (ii) a $330 million senior secured revolving credit facility after giving effect to the May 2022 amendment that increased the revolving commitments under the 2018 Credit Agreement by $80 million from $250 million (the “2018 Revolving Credit Facility”). GrafTech Finance Inc. (“GrafTech Finance”) was the sole borrower under the 2018 Term Loan Facility while GrafTech Finance, GrafTech Switzerland SA (“Swissco”) and GrafTech Luxembourg II S.à.r.l. (“Luxembourg Holdco” and, together with GrafTech Finance and Swissco, the “Co-Borrowers”) were co-borrowers under the 2018 Revolving Credit Facility. In December 2024, the 2018 Credit Agreement was further amended to provide for a $225 million senior secured first lien revolving credit facility, reducing the revolving commitments under the 2018 Credit Agreement by $105 million. On June 26, 2023, GrafTech repaid the term loans under the 2018 Term Loan Facility with proceeds from the Existing 9.875% Notes issuance. As of September 30, 2026 and December 31, 2025, there were no outstanding term loans under the 2018 Term Loan Facility.

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 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.

Current wording

$107.6 million and $101.6 million, respectively. As of September 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 September 30, 2026 and December 31, 2025 resulted in our inability to access the full amount of commitments under the facility.

Previous wording

Borrowings under the 2018 Revolving Credit Facility bear interest (i) with respect to new revolving loans denominated in U.S. dollars, at the option of GrafTech Finance, Adjusted Term SOFR (as defined in the 2018 Revolving Credit Agreement) plus 3.50% per annum or ABR (as defined in the 2018 Revolving Credit Agreement) plus 2.50% per annum and (ii) with respect to new revolving loans denominated in euros, the Adjusted EURIBOR Rate (as defined in the 2018 Revolving Credit Agreement) plus 3.50% per annum. Undrawn commitments under the 2018 Revolving Credit Facility bear a commitment fee of 0.25% per annum. Lenders holding all of the Company’s existing revolving commitments who agreed to provide commitments under the 2018 Revolving Credit Facility were paid a customary extension fee, in connection with the December 2024 amendment.

Current wording

Borrowings under the 2018 Revolving Credit Facility bear interest (i) with respect to new revolving loans denominated in U.S. dollars, at the option of GrafTech Finance, Adjusted Term SOFR (as defined in the 2018 Credit Agreement) plus 3.50% per annum or ABR (as defined in the 2018 Credit Agreement) plus 2.50% per annum and (ii) with respect to new revolving loans denominated in euros, the Adjusted EURIBOR Rate (as defined in the 2018 Credit Agreement) plus 3.50% per annum. Undrawn commitments under the 2018 Revolving Credit Facility bear a commitment fee of 0.25% per annum. Lenders holding all of the Company’s existing revolving commitments who agreed to provide commitments under the 2018 Revolving Credit Facility were paid a customary extension fee, in connection with the December 2024 amendment.

Previous wording

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 wording

During the third quarter and first nine months of 2026, the Company issued 800,965 shares and 845,245 shares, respectively, of common stock under the Equity Distribution Agreement. The Company incurred offering costs of approximately $0.1 million and $0.8 million, in the third quarter and first nine months of 2026, respectively, 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 $5.1 million and $5.5 million for the third quarter and first nine months of 2026, respectively. The Company utilized the net proceeds from the ATM Program for general corporate purposes.

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 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.

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 nine months of 2026, we did not repurchase any shares of our common stock. As of September 30, 2026, 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 $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.

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 $26.9 million in the nine months ended September 30, 2026. We continue to expect full-year capital expenditures to be approximately $35.0 million for 2026.

Previous 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.

Current wording

Net cash used in investing activities was $17.0 million in the nine months ended September 30, 2026 compared to $20.2 million in the nine months ended September 30, 2025. In the first nine months of 2026, we received $9.7 million of cash from the sale of assets associated with previously divested locations.

Previous wording

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 wording

Net cash provided by (used in) financing activities was $104.6 million in the first nine months of 2026 compared to a $0.3 million cash use in the first nine months of 2025, primarily due to drawing the remaining $100.0 million available under our Delayed Draw First Lien Term Loan.