Graftech International Ltd

GRAFTECH INTERNATIONAL LTD. (Exact name of registrant as specified in its charter)

Delaware 27-2496053 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)

982 Keynote Circle 44131 Brooklyn Heights, OH (Zip code) (Address of principal executive offices)

Registrant's telephone number, including area code: ( 216 ) 676-2000

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of October 16, 2026, 26,897,473 shares of common stock were outstanding.

Condensed Consolidated Balance Sheets (unaudited) 5

Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) 6

Condensed Consolidated Statements of Cash Flows (unaudited) 7

Condensed Consolidated Statements of Stockholders' Deficit (unaudited) 8

Notes to the Condensed Consolidated Financial Statements (unaudited) 9

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 22

Item 3. Quantitative and Qualitative Disclosures About Market Risk 37

and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to: • our dependence on the global steel industry generally and the electric arc furnace ("EAF") steel industry in particular; • the cyclical nature of our business and the selling prices of our products, which may remain at depressed levels or further decline in the future, and may continue to experience prolonged periods of reduced profitability and net losses or adversely impact liquidity; • the sensitivity of our business and operating results to economic conditions, including any recession, and the possibility that others may not be able to fulfill their obligations to us in a timely fashion or at all; • the possibility that we may be unable to implement our business strategies in an effective manner, including our ability to effectively increase or maintain existing prices and shift sales to regions with higher average selling prices; • continued overcapacity of the global graphite electrode industry, which may further adversely affect graphite electrode prices; • the competitiveness of the graphite electrode industry; • our dependence on the cost and availability of manufacturing inputs, including raw materials, such as decant oil, petroleum needle coke, energy and freight, and disruptions in availability for such inputs; • our ability to execute the closure of the Monterrey, Mexico facility (the "Mexico Facility Closure") as planned; • our ability to produce connecting pins at our facility located in Pamplona, Spain and our primary reliance on one facility for the manufacturing of connecting pins after the Mexico Facility Closure; • the cost of electric power and natural gas, particularly in Europe; • our manufacturing operations are subject to hazards; • the legal, compliance, economic, social and political risks associated with our substantial operations in multiple countries; • the possibility that fluctuation of foreign currency exchange rates could materially harm our financial results; • the possibility that our results of operations could further deteriorate if our manufacturing operations were substantially disrupted for an extended period, including as a result of equipment failure, climate change, regulatory issues, natural disasters, public health crises, such as a global pandemic, political crises or other catastrophic events; • the risks and uncertainties associated with litigation, arbitration, and like disputes, including disputes related to contractual commitments; • our dependence on third parties for certain construction, maintenance, engineering, transportation, warehousing and logistics services; • the possibility that we are subject to information technology systems failures, cybersecurity incidents, network disruptions and breaches of data security, including with respect to our third-party suppliers and business partners; • the possibility that we are unable to recruit or retain key management and plant operating personnel or successfully negotiate with the representatives of our employees, including labor unions; • the sensitivity of long-lived assets on our balance sheet to changes in the market; • our dependence on protecting our intellectual property and the possibility that third parties may claim that our products or processes infringe their intellectual property rights; • the impact of inflation and our ability to mitigate the effect on our costs; • the impact of macroeconomic and geopolitical events on our business, results of operations, financial condition and cash flows, and the disruptions and inefficiencies in our supply chain that may occur as a result of such events; 3

• uncertain shifts in domestic and foreign trade policies and the possibility that the imposition of current, new or increased custom duties and tariffs and trade barriers in the countries in which we, our customers and our suppliers operate could adversely affect our ability to compete, operations, results of operations and financial condition; • risks associated with strategic transactions, including acquisitions, divestitures, joint ventures, equity investments, and debt issuances, that could adversely affect our business, operating results and financial condition; • the possibility that our indebtedness could limit our financial and operating activities or that our cash flows may not be sufficient to service our indebtedness; • any current or future borrowings may subject us to interest rate risk; • risks and uncertainties associated with our ability to access the capital and credit markets could adversely affect our results of operations, cash flows and financial condition; • the possibility that disruptions in the capital and credit markets could adversely affect our customers and suppliers; • our ability to obtain the estimated cost savings, capital expenditure reductions, working-capital release, and other benefits from the Mexico Facility Closure on the expected timing, or at all; • the possibility that restrictive covenants in our financing agreements could restrict or limit our operations; and • changes in health, safety and environmental regulations applicable to our manufacturing operations and facilities. These factors should not be construed as exhaustive and should be read in conjunction with the Risk Factors and other cautionary statements that are included in our Annual Report on Form 10-K and other filings with the SEC. The forward-looking statements made in this Report relate only to events as of the date on which the statements are made. Except as required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. You should specifically consider the factors identified in this Report and in our Annual Report on Form 10-K that could cause actual results to differ before making an investment decision to purchase our common stock. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us. 4

PART I. FINANCIAL INFORMATION Item 1. Financial Statements

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except per share data) (Unaudited) September 30, 2026 December 31, 2025 ASSETS Current assets: Cash and cash equivalents $ 134,312 $ 138,427 Accounts receivable, net of allowance for doubtful accounts of $ 3,203 as of September 30, 2026 and $ 3,271 as of December 31, 2025 77,819 73,235 Inventories 247,597 224,692 Prepaid and other current assets 59,490 48,180 Total current assets 519,218 484,534 Property, plant and equipment 982,320 986,946 Less: accumulated depreciation 529,504 497,016 Net property, plant and equipment 452,816 489,930 Deferred income taxes 9,232 9,318 Other assets 41,154 45,007 Total assets $ 1,022,420 $ 1,028,789 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 67,734 $ 67,017 Accrued income and other taxes 9,665 8,047 Other accrued liabilities 45,296 48,363 Interest payable 23,604 4,764 Total current liabilities 146,299 128,191 Long-term debt 1,200,550 1,094,706 Other long-term obligations 38,538 40,388 Deferred income taxes 25,204 25,132 Commitments and contingencies - Note 8 Stockholders' deficit: Preferred stock, par value $ 0.01 , 30,000,000 shares authorized, none issued - - Common stock, par value $ 0.01 , 300,000,000 shares authorized, 26,897,473 and 25,820,110 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively 2,596 2,582 Additional paid-in capital 768,475 759,710 Accumulated other comprehensive loss ( 15,571 ) ( 8,972 ) Accumulated deficit ( 1,143,671 ) ( 1,012,948 ) Total stockholders' deficit ( 388,171 ) ( 259,628 ) Total liabilities and stockholders' deficit $ 1,022,420 $ 1,028,789

See accompanying Notes to the Condensed Consolidated Financial Statements

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Dollars in thousands, except per share data) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2026 2025 2026 2025 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Net sales $ 140,163 $ 143,998 $ 392,626 $ 387,677 Cost of goods sold 132,526 132,041 392,622 372,691 Lower of cost or market inventory valuation adjustment 2,013 1,650 9,792 6,326 Gross profit (loss) 5,624 10,307 ( 9,788 ) 8,660 Research and development 1,458 1,639 4,440 4,866 Selling and administrative expenses 12,964 13,784 39,808 41,673 Restructuring and other exit charges 13,874 - 13,874 - Operating loss ( 22,672 ) ( 5,116 ) ( 67,910 ) ( 37,879 ) Other (income) expense, net ( 774 ) 142 ( 12,288 ) ( 1,837 ) Interest expense 25,916 24,517 74,482 79,776 Interest income ( 1,151 ) ( 1,383 ) ( 2,705 ) ( 5,184 ) Loss before income taxes ( 46,663 ) ( 28,392 ) ( 127,399 ) ( 110,634 ) Income tax expense 105 90 3,117 44,085 Net loss $ ( 46,768 ) $ ( 28,482 ) $ ( 130,516 ) $ ( 154,719 ) Basic loss per common share: Net loss per share $ ( 1.76 ) $ ( 1.10 ) $ ( 4.96 ) $ ( 5.97 ) Weighted average common shares outstanding 26,514,073 25,933,254 26,287,719 25,896,520 Diluted loss per common share: Net loss per share $ ( 1.76 ) $ ( 1.10 ) $ ( 4.96 ) $ ( 5.97 ) Weighted average common shares outstanding 26,514,073 25,933,254 26,287,719 25,896,520 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS Net loss $ ( 46,768 ) $ ( 28,482 ) $ ( 130,516 ) $ ( 154,719 ) Other comprehensive (loss) income: Foreign currency translation adjustments, net of tax ( 2,109 ) 1,601 ( 5,934 ) 36,178 Foreign currency derivatives, net of tax - ( 39 ) ( 665 ) ( 121 ) Other comprehensive (loss) income, net of tax ( 2,109 ) 1,562 ( 6,599 ) 36,057 Comprehensive loss $ ( 48,877 ) $ ( 26,920 ) $ ( 137,115 ) $ ( 118,662 )

See accompanying Notes to the Condensed Consolidated Financial Statements

GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) (Unaudited) Nine Months Ended September 30, 2026 2025 Cash flow from operating activities: Net loss $ ( 130,516 ) $ ( 154,719 ) Adjustments to reconcile net loss to cash used in operations: Depreciation and amortization 45,238 45,844 Deferred income tax expense 62 40,782 Non-cash stock-based compensation expense 4,146 3,434 Non-cash interest expense 5,843 5,844 Lower of cost or market inventory valuation adjustment 9,792 6,326 Non-cash restructuring charges 12,317 - Gain on sale of assets ( 12,777 ) - Changes in assets and liabilities: Accounts receivable, net ( 4,877 ) 9,142 Inventories ( 31,294 ) ( 15,034 ) Prepaid and other current assets ( 9,301 ) ( 6,263 ) Income taxes payable ( 1,526 ) ( 691 ) Accounts payable and other accruals 8,855 ( 17,762 ) Interest payable 18,840 16,816 Change in Tax Receivable Agreement - ( 5,824 ) Other ( 6,793 ) 11,383 Net cash used in operating activities ( 91,991 ) ( 60,722 ) Cash flow from investing activities: Capital expenditures ( 26,856 ) ( 20,514 ) Proceeds from the sale of fixed assets 9,882 298 Net cash used in investing activities ( 16,974 ) ( 20,216 ) Cash flow from financing activities: Proceeds from Delayed Draw First Lien Term Loan due 2029 100,000 - Proceeds from issuance of common stock, net of issuance costs 5,073 - Payments for taxes related to net share settlement of equity awards ( 350 ) ( 230 ) Principal payments under finance lease obligations ( 106 ) ( 80 ) Net cash provided by (used in) financing activities 104,617 ( 310 ) Net change in cash and cash equivalents ( 4,348 ) ( 81,248 ) Effect of exchange rate changes on cash and cash equivalents 233 2,635 Cash and cash equivalents at beginning of period 138,427 256,248 Cash and cash equivalents at end of period $ 134,312 $ 177,635 Net cash paid during the periods for: Interest $ 49,798 $ 57,117 Income taxes $ 5,857 $ 4,394 Non-cash investing activities: Change in capital expenditures in accounts payable $ ( 4,406 ) $ ( 5,506 )

See accompanying Notes to the Condensed Consolidated Financial Statements 7

See accompanying Notes to the Condensed Consolidated Financial Statements

PART I (CONT'D) GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(1) Organization and Summary of Significant Accounting Policies A. Organization GrafTech International Ltd. (the "Company"or"GrafTech") is a leading global manufacturer of high-quality graphite electrode products essential to the production of electric arc furnace ("EAF") steel and other ferrous and non-ferrous metals. Building on its core graphite electrode and needle coke capabilities, GrafTech also has deep experience in research and development, engineering and processing of specialized carbon and graphite materials supporting selected applications in industrial manufacturing, energy storage, anode materials, defense, and other emerging technologies. References herein to "we," "our,"or"us" refer collectively to the Company and its subsidiaries. The Company's common stock is listed on the New York Stock Exchange "NYSE"under the symbol"EAF." The Company's only reportable segment, Industrial Materials, is comprised of its two major product categories: graphite electrodes and petroleum needle coke products. Petroleum needle coke is our key raw material used in the production of graphite electrodes. The Company's vision is to provide highly engineered graphite electrode products, services and solutions to EAF operators. B. Basis of Presentation The interim condensed consolidated financial statements are unaudited; however, in the opinion of management, they have been prepared in accordance with Rule 10-01 of Regulation S-X and in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The December 31, 2025 Consolidated Balance Sheet data included herein was derived from the audited consolidated financial statements included in the Company's Annual Report on Form 10-K, but does not include all disclosures required by GAAP in audited financial statements. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including the accompanying notes, contained in the Company's Annual Report on Form 10-K. The unaudited condensed consolidated financial statements reflect all adjustments (all of which are of a normal, recurring nature) which management considers necessary for a fair presentation of our financial statements for the interim periods presented. The results for the interim periods are not necessarily indicative of results which may be expected for any other interim period or for the full year. C. New Accounting Standards Recently Issued Accounting Pronouncements Not Yet Adopted In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . Under this ASU, a public entity would be required to disclose information about purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion for each income statement line item that contains those expenses. This ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. This ASU allows for early adoption and requires either prospective adoption to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. The Company is currently assessing the impact of this ASU on its financial statements and disclosures, but does not expect it to be material. In May 2026, the FASB issued ASU 2026‑02, Environmental Credits and Environmental Credit Obligations (Topic 818) . The standard establishes a comprehensive framework for the recognition, measurement, presentation, and disclosure of environmental credits and environmental credit obligations. The guidance is intended to reduce diversity in practice by providing specific accounting requirements for environmental credits acquired, generated, or received by an entity, as well as obligations that may be settled using such credits. For public business entities, the standard is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that adoption of ASU 2026‑02 will have on its consolidated financial statements and related disclosures. The Company has not yet determined the effects, if any, that the new guidance will have on its financial position, results of operations, cash flows, or financial statement disclosures.

PART I (CONT'D) GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(2) Revenue from Contracts with Customers Disaggregation of Revenue The following table provides information about disaggregated revenue by type of product: Three Months Ended September 30, Nine Months Ended September 30, (Dollars in thousands) 2026 2025 2026 2025 Graphite Electrodes $ 120,409 $ 132,909 $ 347,546 $ 353,611 By-products and other 19,754 11,089 45,080 34,066 Total Revenues $ 140,163 $ 143,998 $ 392,626 $ 387,677

Our Industrial Materials segment, our only operating and reportable segment, manufactures high-quality graphite electrodes essential to the production of EAF steel and other ferrous and non-ferrous metals. Petroleum needle coke, a crystalline form of carbon derived from decant oil, is a key raw material used in the production of graphite electrodes. We utilize the substantial majority of the needle coke that we produce internally to manufacture our graphite electrodes, and, as a result, approximately 89 % of our revenues from external customers for the nine months ended September 30, 2026 are derived from the sale of graphite electrodes.

Our chief operating decision maker is our Chief Executive Officer. The chief operating decision maker assesses performance for our Industrial Materials segment and decides how to allocate resources based on net income or losses, which are reported on the Condensed Consolidated Statements of Operations and Comprehensive Loss. The chief operating decision maker uses net loss to evaluate growth trends, establish budgets, assess operational efficiencies and evaluate our overall financial performance. The following table presents selected financial information with respect to the Company's single operating segment for the three and nine months ended September 30, 2026 and 2025: Three Months Ended September 30, Nine Months Ended September 30, (Dollars in thousands) 2026 2025 2026 2025 Net sales $ 140,163 $ 143,998 $ 392,626 $ 387,677 Cash cost of goods sold (1) 105,220 109,296 321,660 306,856 Other segment expenses 27,306 22,745 70,962 65,835 Lower of cost or market inventory valuation adjustment 2,013 1,650 9,792 6,326 Research and development 1,458 1,639 4,440 4,866 Selling and administrative expenses 12,964 13,784 39,808 41,673 Restructuring and other exit charges 13,874 - 13,874 - Other (income) expense, net ( 774 ) 142 ( 12,288 ) ( 1,837 ) Interest expense 25,916 24,517 74,482 79,776 Interest income ( 1,151 ) ( 1,383 ) ( 2,705 ) ( 5,184 ) Income tax expense 105 90 3,117 44,085 Net loss $ ( 46,768 ) $ ( 28,482 ) $ ( 130,516 ) $ ( 154,719 )

(1) Cash cost of goods sold is defined as cost of goods sold less depreciation and amortization and less cost of goods sold associated with the portion of our sales that consists of deliveries of by-products of the manufacturing processes, and is the significant expense the chief operating decision maker uses to evaluate segment expenses . 10

PART I (CONT'D) GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(4) Intangible Assets The following table summarizes intangible assets with determinable useful lives by major category, which are included in "Other assets" on our Condensed Consolidated Balance Sheets:

Amortization expense for intangible assets was $ 1.7 million and $ 1.8 million for the three months ended September 30, 2026 and 2025, respectively, and $ 5.1 million and $ 5.6 million for the nine months ended September 30, 2026 and 2025, respectively. Amortization expense is expected to be approximately $ 1.6 million for the remainder of 2026, $ 6.1 million in 2027, $ 5.5 million in 2028, $ 4.9 million in 2029, $ 2.9 million in 2030 and $ 0.3 million in 2031. (5) Debt and Liquidity The following table presents our long-term debt: (Dollars in thousands) September 30, 2026 December 31, 2025 Initial First Lien Term Loans due 2029 $ 175,000 $ 175,000 Delayed Draw First Lien Term Loans due 2029 100,000 - Existing 4.625 % Senior Notes due 2028 1,755 1,755 New 4.625 % Second Lien Notes due 2029 498,245 498,245 Existing 9.875 % Senior Notes due 2028 3,833 3,833 New 9.875 % Second Lien Notes due 2029 446,167 446,167 Unamortized debt discount and issuance costs ( 24,450 ) ( 30,294 ) Total long-term debt $ 1,200,550 $ 1,094,706

The fair value of our debt was approximately $ 983.0 million and $ 946.6 million as of September 30, 2026 and December 31, 2025, respectively. The fair values were determined using Level 1 quoted market prices for the same or similar debt instruments. Initial First Lien Term Loan Facility; Delayed Draw First Lien Term Loan Facility In the second quarter of 2026, the Company drew the remaining $ 100.0 million available under its Delayed Draw First Lien Term Loan Facility. Following this draw, the delayed draw commitment was fully utilized and no additional amounts remain available for borrowing under the delayed draw portion of the Delayed Draw First Lien Term Loan Facility.

The proceeds from the borrowing were used for general corporate purposes, including working capital requirements. The borrowing bears interest and is subject to the same terms, covenants, maturity date, and repayment provisions as the Initial First Lien Term Loans, as set forth in the Initial First Lien Term Loan Facility. 2018 Revolving Credit Facility As of September 30, 2026 and December 31, 2025, the availability under our 2018 Revolving Credit Facility (after giving effect to the financial covenant and letters of credit described below) was $ 107.6 million and $ 101.6 million, respectively. As any borrowings under the 2018 Revolving Credit Facility remain subject to compliance with the financial covenant 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. As of September 30, 2026 and December 31, 2025, there were no borrowings outstanding on 11

PART I (CONT'D) GRAFTECH INTERNATIONAL LTD. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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. We were in compliance with all of our debt covenants as of September 30, 2026 and December 31, 2025. (6) Inventories Inventories are comprised of the following: (Dollars in thousands) September 30, 2026 December 31, 2025 Inventories: Raw materials and supplies $ 87,554 $ 76,115 Work in process 120,388 116,933 Finished goods 39,655 31,644

In the third quarter and first nine months of 2026, we recorded lower of cost or market inventory valuation adjustments of $ 2.0 million and $ 9.8 million, respectively, compared to $ 1.7 million and $ 6.3 million, in the third quarter and first nine months of 2025, respectively, in order to state our inventories at net realizable value.

(7) Interest Expense The following table presents the components of interest expense: Three Months Ended September 30, Nine Months Ended September 30, (Dollars in thousands) 2026 2025 2026 2025 Interest incurred on debt $ 23,968 $ 22,569 $ 68,638 $ 67,640 Accretion of original issue discount 1,263 1,263 3,790 3,790 Amortization of debt issuance costs 685 685 2,054 2,054 Debt modification costs - - - 6,292 Total interest expense $ 25,916 $ 24,517 $ 74,482 $ 79,776

The Existing 9.875 % Notes and the New 9.875 % Notes carry fixed interest rates of 9.875 %. The Existing 4.625 % Notes and the New 4.625 % Notes carry fixed interest rates of 4.625 %. The Initial First Lien Term Loan had an effective interest rate of 9.81 % as of September 30, 2026. The Delayed Draw First Lien Term Loan had an interest rate of 9.73 % as of September 30, 2026. The Company paid a ticking fee associated with the undrawn Delayed Draw Commitments in an amount equal to 3.75 % per annum. See Note 5, "Debt and Liquidity" for details of our debt.

(8) Commitments and Contingencies Legal Proceedings We are involved in various investigations, lawsuits, claims, demands, labor disputes and other legal proceedings, including with respect to environmental and human exposure or other personal injury matters, arising out of or incidental to the conduct of our business. While it is not possible to determine the ultimate disposition of each of these matters and proceedings, we do not believe that their ultimate disposition will have a material adverse effect on our financial position, results of operations or cash flows. Additionally, we are involved in the following legal proceedings: 12