# Ferroglobe PLC (GSM)

Informational only - not investment advice.

CIK: 0001639877
SIC: 1000 Metal Mining
SIC breadcrumb: [Mining](/division/B/) > [Metal Mining](/major-group/10/) > [SIC 1000 Metal Mining](/industry/1000/)
Latest 10-K filed: 2026-03-26
SEC page: https://www.sec.gov/edgar/browse/?CIK=1639877
Filing source: https://www.sec.gov/Archives/edgar/data/1639877/000110465926034859/gsm-20251231x20f.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |


## Financials

No standardized annual SEC companyfacts metrics were extracted for this company.

## Quarterly

No clean discrete quarterly SEC companyfacts metrics were extracted for this company.

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
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- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
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- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

No recent 10-Q filing was found in the SEC submissions feed for this filer.

## Latest 10-K MD&A

Extracted from a substantive MD&A body after the formal Item 7 span was a TOC or reference stub.
Confidence: high

Introduction

You should read the following management’s discussion and analysis of our financial condition and results of operations together with our consolidated financial statements, including the notes thereto, included in this Annual Report. The following discussion is based on our financial information prepared in accordance with IFRS as issued by the IASB, which might differ in material respects from generally accepted accounting principles in other jurisdictions. The following discussion includes forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those described under “Item 3. Key information—D. Risk factors” and elsewhere in this Annual Report.

Principal Factors Affecting Our Results of Operations

Sale prices

Ferroglobe’s operating performance is highly correlated to the demand for our products, market prices and costs to serve in a globally competitive environment. Ferroglobe follows a pricing policy aimed at balancing its exposure to termed contracts, based on formula pricing, and to the spot market, depending on market opportunities. This approach allows Ferroglobe to remain flexible in adjusting its production and sales footprint depending on changing market conditions, which traditionally have been volatile.

​

During 2025, market prices across our key segments were impacted by the ongoing decline in market price, which began in 2024. Pricing pressures were caused by lower priced imports resulting from global oversupply as well as end market demand uncertainty associated with tariffs. Additionally, lower market demand continued throughout 2025, especially from the automotive and construction sectors which impacted the demand for a variety of our products.

​

Silicon metal pricing declined during the year in line with lower demand and increasing inventories across global value chains such as the chemical, aluminum, and other commodity sectors. Pricing across Europe and Asia has converged as a result of Chinese competition while the US still carries a premium. The drop in demand has forced western producers to adjust their production in an effort to attenuate the downward trend in silicon prices suffered in 2024, which has accelerated through 2025 due to persistent oversupply. Ferroalloy prices in the EU followed a similar trend as a result of uncertainty around safeguard measures before recovering in Q4 2025, when such measures were finalized. Indian producers continued to be aggressive in pricing, driving manganese alloy prices lower in a low-demand environment.

​

Cost of raw materials

The main raw materials sourced by Ferroglobe are quartz, manganese ore, coal, metallurgical coke, wood, and charcoal.

75

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Manganese ore is the largest component of the cost base for manganese-based alloys. In 2025, 42% of Ferroglobe’s total 574kt purchases fell under an annual commitment (39% of 345kt in 2024 and 35% of 552kt in 2023), while the remaining was purchased on a spot basis. Total manganese ore expenses in 2025 were $115 million ($110.2 million in 2024 and $112.6 million in 2023). In 2025, annual volume purchased increased compared to 2024. From a qualitative point of view, Ferroglobe purchased more external sinter compared with producing internally. High Grade ore market prices averaged $4.46/dmtu in 2025 vs $ 5.55/dmtu in 2024. Market Medium Grade ore price averaged $ 4.06/dmtu in 2025 vs $4.33/dmtu in 2024.

In 2025, coal represented a $148.6 million expense for Ferroglobe ($178.6 million in 2024 and $191.3 million in 2023). In 2025, volume declined significantly as a result of the lower operating rate of silicon metal plants. Washed coal prices declined throughout 2025, reflecting the evolution of international prices. The average price of API 2, the index for European coal, was $99.14/MT in 2025 compared to $112.51/MT in 2024.

Metallurgical coke, used for manganese alloys production, represented a total purchase amount of $38.6 million in 2025 ($43.3 million in 2024 and $41.5 million in 2023). Although volume increased as a reflection of higher manganese alloys production, unit prices declined significantly throughout 2025 reflecting sufficient supply and weaker steel demand.

Wood is an important element for the production of both silicon alloys and charcoal, which is used as a carbon reductant at Ferroglobe’s South African operations. Ferroglobe’s wood expense amounted to $32.3 million, $36.6 million and $40.7 million in 2025, 2024 and 2023, respectively.

Ferroglobe sourced the majority of its quartz needs globally from own mines in Spain, South Africa, the United States and Canada. Total quartz consumption in 2025, 2024 and 2023 represented an expense of $82.7 million, $74.8 million and $76.7 million, respectively. Volume dropped as a consequence of lower demand due to production cuts. Unit prices increased in 2025 reflecting inflation and some scheduled pricing adjustments.

​

Energy

Energy generally constitutes one of the largest expenses for most of Ferroglobe’s products. Ferroglobe focuses on minimizing energy prices and unit consumption throughout its operations through active management of our energy procurement and by concentrating its silicon and manganese-based alloy production during periods when energy prices are lower. In 2025, Ferroglobe’s total power consumption was 5,801 gigawatt-hours (5,915 in 2024), reflecting a lower level of production, with power contracts that vary across its operations and geographies.

With improved energy production in European countries, especially nuclear power production in France, and in renewables generally, together with reduced consumption in most countries, market prices declined throughout the year in Europe. In the U.S., the rise of data centers has placed pressure on energy prices. In Argentina, a new agreement was extended through 2025 after a few months of idled operations. In South Africa, energy prices remained high despite the availability of energy improving coupled with an application for a new power agreement with the local supplier. In other geographies, the situation was stable.

Foreign currency fluctuation

Ferroglobe has a diversified production base consisting of production facilities across the United States, Europe, South America, South Africa and Asia. The relative strength of the functional currencies of Ferroglobe’s subsidiaries influences its competitiveness in the international market, most notably in the case of Ferroglobe’s South African operations, which have historically exported a majority of their production to the U.S. and the European Union. For additional information see “Item 11.—Quantitative and Qualitative Disclosures About Market Risk—Foreign Exchange Rate Risk.”

76

Table of Contents

Unfair trade practices

A number of the products we manufacture, including silicon metal and ferrosilicon, are globally-traded commodities that are sold primarily on the basis of price. As a result, our sales volumes and prices may be adversely affected by influxes of imports of these products that are dumped or are subsidized by foreign governments. Our silicon metal and ferrosilicon operations have been injured by such unfair import competition in the past. Applicable antidumping and countervailing duty laws and regulations may provide a remedy for unfairly traded imports in the form of special duties imposed to offset the unfairly low pricing or subsidization. However, the process for obtaining such relief is complex and uncertain. In 2024 and 2025, for example, the US Commerce Department and the ITC issued antidumping and countervailing duties for ferrosilicon imports against Russia, Brazil, Kazakhstan and Malaysia.

Regulatory changes

See “Item 4.B.—Business Overview—Regulatory Matters.”

Comparison of the years ended December 31, 2025 and 2024

[[GREPCENT_TABLE]]
[["\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Year ended December 31,"],["($ thousands)","\u200b \u200b \u200b","2025","\u200b \u200b \u200b","2024"],["Sales","","1,335,121","","1,643,939"],["Raw materials and energy consumption for production","","(933,531)","","(1,027,130)"],["Other operating income","","82,835","","84,378"],["Staff costs","","(270,649)","","(279,864)"],["Other operating expense","","(245,899)","","(265,182)"],["Depreciation and amortization","","(84,951)","","(75,463)"],["Impairment loss","","(17,488)","","(43,052)"],["Other gain (loss)","","1,105","","555"],["Operating (loss) profit","","(133,457)","","38,181"],["Finance income","","3,474","","7,248"],["Finance costs","","(20,775)","","(21,942)"],["Exchange differences","","(23,886)","","13,565"],["(Loss) Profit before tax","","(174,644)","","37,052"],["Income tax (expense)","","(2,468)","","(16,252)"],["(Loss) Profit for the year","\u200b","(177,112)","\u200b","20,800"],["(Loss) Profit attributable to non-controlling interests","","(6,412)","","(2,738)"],["(Loss) Profit attributable to the Parent","","(170,700)","","23,538"]]
[[/GREPCENT_TABLE]]

​

Sales

Sales decreased $308,818 thousand, or 18.8%, to $1,335,121 thousand for the year ended December 31, 2025, from  $1,643,939 thousand for the year ended December 31, 2024. The decrease in sales revenue was mainly driven by a 40.8% decrease in silicon metals revenue, partially offset by a 7.5% increase in manganese-based alloys revenues.

Silicon metal sales revenue decreased $296,495 thousand, or 40.8%, and average selling prices of silicon metal decreased by 10.4% to $2,924/MT in 2025 from $3,262/MT in 2024. Total shipments of silicon metal decreased by 34.0% due to weakened global demand in 2025, as manufacturing activity in Europe remained below expansionary levels and downstream sectors such as chemicals and aluminum continued to operate under subdued consumption.

Silicon-based alloys sales revenue decreased $5,747 thousand, or 1.4%. Average selling prices fell 5.1% to $2,095/MT in 2025 from $2,208/MT in 2024, reflecting continued pricing pressure across key end markets. Total shipments increased by 3.9% as demand stabilized at low levels, with customers maintaining baseline order patterns despite generally subdued industrial activity. The increase in volumes partially mitigated, but did not offset, the impact of lower prices.

77

Table of Contents

Manganese-based alloys sales revenue increased $24,879 thousand, or 7.5%, and average selling prices decreased by 3.0% to $1,170/MT in 2025, compared to $1,206/MT in 2024. Total shipments increased by 10.8% due to operational adjustments by European producers and improved cost conditions in 2025, supported by energy-related measures that helped stabilize output despite weak demand momentum. However, the market continued to face significant import pressure as global overcapacity, particularly from Asia, which was redirected into Europe, reinforcing competitive intensity under subdued consumption levels.

​

Raw materials and energy consumption for production

Raw materials and energy consumption for production decreased $93,599 thousand or 9.1%, to $933,531 thousand for the year ended December 31, 2025 from  $1,027,130 thousand for the year ended December 31, 2024. Raw materials and energy consumption for production as a percentage of sales was 70%, compared to 62% in 2024. The decrease in these costs in total is due to the decrease in shipments and the increase as a percentage of sales is primarily due to the decrease in the benefit recorded in relation to our agreement with EDF regarding the electricity pricing mechanism as well as the ARENH benefit. We recorded a benefit of $29,157 thousand in 2025 compared to a benefit of $63,032 thousand in the prior year. Additionally, the Company recorded an expense of $38,205 thousand related to the change in the fair value of its EDF energy contracts executed in Q4 2025 which became effective in January 2026. The expense related primarily to the reductions in forward pricing for energy in France as of the year end valuation compared to the value at inception.

Other operating income

Other operating income decreased $1,543 thousand, or 1.8%, to $82,835 thousand for the year ended December 31, 2025, from $84,378 thousand for the year ended December 31, 2024. Other operating income in 2024 was positively impacted  by $2,491 thousand of insurance proceeds received in connection with a furnace failure in Canada.

Staff costs

Staff costs decreased $9,215 thousand, or 3.3%, to $270,649 thousand for the year ended December 31, 2025, from $279,864 thousand for the year ended December 31, 2024. The decrease was primarily driven by a $3,743 thousand reduction in variable remuneration reflecting weaker operating performance in 2025, as well as a $5,581 thousand decrease in employee profit-sharing expenses in France.

Other operating expense

Other operating expense decreased $19,283 thousand, or 7.3% to $245,899 thousand for the year ended December 31, 2025, from $265,182 thousand for the year ended December 31, 2024. The decrease was primarily attributable to cost containment measures, including lower expenses for independent professional services and other utilities and supplies of $10,414 thousand, lower distribution costs of $6,296 thousand, driven by decreased sales volumes, and reduced indirect taxes of $1,224 thousand linked to weaker performance indicators.

​

Depreciation and amortization

​

Depreciation and amortization increased $9,488 thousand, or 12.6%, to $84,951 thousand for the year ended December 31, 2025, from $75,463 thousand for the year ended December 31, 2024. The increase was primarily driven by accelerated depreciation at our Alloys plant in the U.S. due to the planned long-term idling of two furnaces which began in Q1 2026.

​

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Impairment loss

Impairment losses decreased $25,564 thousand, or 59.4%, to $17,488 thousand for the year ended December 31, 2025, from $43,052 thousand for the year ended December 31, 2024. During 2025, the Company recognized a $1,747 thousand impairment of goodwill in its Silicon Metal cash-generating unit in the U.S., and $27,708 thousand of property, plant, and equipment impairments across a variety of facilities. These impairment losses were partially offset by a positive adjustment of $12,161 thousand resulting from a reduction in the scope of the lease liability at the Cee facility, for which the related right-of-use asset had previously been fully impaired.

Finance income

Finance income decreased $3,774 thousand, or 52.1%, to $3,474 thousand for the year ended December 31, 2025, from $7,248 thousand for the year ended December 31, 2024. The variance is immaterial.

Finance costs

Finance costs decreased $1,167 thousand, or 5.3%, to $20,775 thousand for the year ended December 31, 2025, from $21,942 thousand for the year ended December 31, 2024. The variance is immaterial.

Exchange differences

Exchange differences changed by $37,451 thousand, to a loss of $23,886 thousand for the year ended December 31, 2025, from a gain of $13,565 thousand for the year ended December 31, 2024, primarily due to the 4.4% appreciation of the average Euro–USD exchange rate in 2025 compared to 2024.

​

Income tax (expense)

Income tax expense decreased $13,784 thousand, or 71.8%, to an income tax expense of 2,468 thousand for the year ended December 31, 2025, from an income tax expense of $16,252 thousand for the year ended December 31, 2024. The decrease was primarily due to changes in pre-tax results in France, where profit before taxes fell by $101,428 thousand in 2025 compared with 2024, resulting in a lower income tax expense of $1,838 thousand in 2025 versus $18,757 thousand in 2024. Additionally, income tax expense decreased in Canada by $3,317 thousand, reflecting lower benefits achieved in 2025 compared with 2024. These decreases were partially offset by higher income tax expenses recorded in the U.S and South Africa, which increased by $4,966 thousand and $1,219 thousand, respectively. In 2024, South Africa recognized a deferred tax income related to the temporary difference arising from impairment expense of $3,608 thousand. Additionally in 2025, South Africa recorded negative temporary difference by $2,181 thousand which resulted in a higher deferred tax expense. Despite the consolidated pre-tax loss for the year, we recorded a net tax expense because losses generated in certain jurisdictions were not recognized as deferred tax assets due to the uncertainty regarding the availability of future taxable profits.

Segment operations

Operating segments are based upon the Company’s management reporting structure. As such, we report our results in accordance with the following segments:

[[GREPCENT_TABLE]]
[["","\u25cf","North America \u2013 Silicon Metals"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","North America \u2013 Silicon Alloys"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","Europe \u2013 Manganese"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","Europe \u2013 Silicon Metals"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","Europe \u2013 Silicon Alloys"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","South Africa \u2013 Silicon Metals"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","South Africa \u2013 Silicon Alloys"]]
[[/GREPCENT_TABLE]]

79

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[[GREPCENT_TABLE]]
[["","\u25cf","Other segments"]]
[[/GREPCENT_TABLE]]

North America – Silicon Metals

[[GREPCENT_TABLE]]
[["\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Year ended December 31,"],["($ thousands)","\u200b \u200b \u200b","2025","\u200b \u200b \u200b","2024"],["Sales","","284,395","","386,429"],["Sales to third parties","\u200b","284,272","\u200b","365,429"],["Intercompany sales","\u200b","123","\u200b","21,000"],["Raw materials","","(147,940)","","(196,522)"],["Energy consumption for production","\u200b","(60,067)","\u200b","(71,025)"],["Other operating income","","9,148","","10,987"],["Staff costs","","(58,049)","","(57,992)"],["Other operating expense","","(33,706)","","(34,497)"],["Depreciation and amortization","","(33,200)","","(25,632)"],["Impairment loss","\u200b","(11,259)","\u200b","(17,962)"],["Other (loss)","\u200b","(281)","\u200b","(892)"],["Operating (loss) profit","","(50,959)","","(7,106)"]]
[[/GREPCENT_TABLE]]

​

Sales

Sales decreased $102,034 thousand, or 26.4%, to $284,395 thousand for the year ended December 31, 2025, from $386,429  thousand for the year ended December 31, 2024, driven by falling prices and reduced shipments. Average selling prices decreased by 4.1% to $3,211/MT in 2025 from $3,348/MT in 2024 and total shipments declined by 23.0%. Several factors contributed to this decline in prices and shipments, including a slowdown in the automotive sector, which negatively impacted demand for aluminum and, consequently, silicon metal.  In 2025, silicon demand in North America remained constrained as manufacturing activity held below expansionary levels, with the ISM Manufacturing PMI averaging below 50 and preventing a shift toward higher output or new-order momentum.

Raw materials

Raw materials decreased $48,582 thousand, or 24.7%, to $147,940 thousand for the year ended December 31, 2025 from  $196,522 thousand for the year ended December 31, 2024. The decrease in raw materials is in line with lower shipments with margins remaining consistent.

Energy consumption for production

Energy consumption for production decreased $10,958 thousand or 15.43%, to $60,067 thousand for the year ended December 31, 2025 from $71,025 thousand for the year ended December 31, 2024. This reduction is consistent with the lower production levels in the current year.

​

Other operating income

Other operating income decreased $1,839 thousand, or 16.74%, to $9,148 thousand for the year ended December 31, 2025, from $10,987 thousand for the year ended December 31, 2024. The variance is immaterial.

​

Staff costs

Staff costs remained broadly flat year over year.

Other operating expense

Other operating expense decreased $791 thousand, or 2.29%, to $33,706 thousand for the year ended December 31, 2025, from $34,497 thousand for the year ended December 31, 2024. The variance is immaterial.

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Depreciation and amortization

Depreciation and amortization increased $7,568 thousand, or 29.5%, to $33,200 thousand for the year ended December 31, 2025, from $25,632 thousand for the year ended December 31, 2024, the increase was primarily driven by accelerated depreciation at our Alloys plant in the U.S. due to the partially planned plant stoppage beginning in 2026, partially offset by less depreciation recorded in U.S. due to the impairment of $21,008 thousand recorded in 2024 in relation to the idling of our Selma facility.

​

Impairment loss

The Company recorded an impairment loss of $11,259 thousand for the year ended December 31, 2025, split between $1,747 thousand of impairment for the goodwill allocated to our U.S Silicon Metal CGU and an impairment loss of $9,512 thousand associated with our Alloy facility.

​

North America – Silicon Alloys

[[GREPCENT_TABLE]]
[["\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Year ended December 31,"],["($ thousands)","\u200b \u200b \u200b","2025","\u200b \u200b \u200b","2024"],["Sales","","265,833","","279,806"],["Sales to third parties","\u200b","265,248","\u200b","240,352"],["Intercompany sales","\u200b","585","\u200b","39,454"],["Raw materials","","(111,876)","","(134,153)"],["Energy consumption for production","\u200b","(33,948)","\u200b","(29,051)"],["Other operating income","","701","","134"],["Staff costs","","(43,747)","","(43,342)"],["Other operating expense","","(32,438)","","(29,340)"],["Depreciation and amortization","","(16,730)","","(17,209)"],["Other (loss)","\u200b","(296)","\u200b","(43)"],["Operating profit","","27,499","","26,802"]]
[[/GREPCENT_TABLE]]

​

Sales

Sales decreased $13,973 thousand, or 5.0%, to $265,833 thousand for the year ended December 31, 2025, from $279,806 thousand for the year ended December 31, 2024. Average selling prices decreased by 10.2% to $2,323/MT in 2025 from $2,588/MT in 2024 and total shipments increased by 27.2%. While U.S. third-party sales of Silicon Alloys increased in 2025, supported by stronger steel demand, improving economic conditions, reduced import competition, and recovering manufacturing activity, the increase was offset by a significant decline in intercompany sales. North American ferrosilicon demand in 2025 remained subdued. The Company’s automotive and construction customers responded to trade-policy uncertainty, limiting ordering, with global oversupply contributing to slight price declines throughout the year.

​

Raw materials

Raw materials decreased $22,277 thousand, or 16.6%, to 111,876 thousand for the year ended December 31, 2025, from $134,153 thousand for the year ended December 31, 2024. The decrease primarily reflects lower production requirements and reduced consumption of key inputs in line with decreased sales activity during the year. Additionally, in the multiproduct facilities, the proportion of Silicon Alloys produced relative to Silicon Metal declined in 2025. The lower share of Silicon Alloys production resulted in fewer costs being allocated to Silicon Alloys, further contributing to the overall decrease in raw material expenses.

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Energy consumption for production

Energy consumption for production increased $4,897 thousand, or 16.86%, to $33,948 thousand for the year ended December 31, 2025, from  $29,051 thousand for the year ended December 31, 2024. The variance is immaterial.

Other operating income

Other operating income increased $567 thousand, to $701 thousand for the year ended December 31, 2025, from $134 thousand for the year ended December 31, 2024. The variance is immaterial.

Staff costs

Staff costs increased $405 thousand or 0.93%, to $43,747 thousand for the year ended December 31, 2025, from $43,342 thousand for the year ended December 31, 2024. The variance is immaterial.

Other operating expense

Other operating expense increased $3,098 thousand or 10.56%, to $32,438 thousand for the year ended December 31, 2025, from $29,340 thousand for the year ended December 31, 2024. The variance is immaterial.

Depreciation and amortization

Depreciation and amortization decreased $479 thousand or 2.78%, to $16,730 thousand for the year ended December 31, 2025, from $17,209 thousand for the year ended December 31, 2024. The variance is immaterial.

Europe - Manganese

[[GREPCENT_TABLE]]
[["\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Year ended December 31,"],["($ thousands)","\u200b \u200b \u200b","2025","\u200b \u200b \u200b","2024"],["Sales","\u200b","363,929","\u200b","367,498"],["Sales to third parties","\u200b","350,547","\u200b","350,646"],["Intercompany sales","\u200b","13,382","\u200b","16,852"],["Raw materials","","(242,845)","","(230,727)"],["Energy consumption for production","\u200b","(37,372)","\u200b","(21,924)"],["Other operating income","","29,934","","24,902"],["Staff costs","","(33,649)","","(31,355)"],["Other operating expense","","(91,745)","","(77,607)"],["Depreciation and amortization","","(4,637)","","(6,550)"],["Impairment loss","\u200b","(7,691)","\u200b","(2,629)"],["Operating (loss) profit","","(24,076)","","21,608"]]
[[/GREPCENT_TABLE]]

​

Sales

Sales decreased $3,569 thousand or 1.0%, to $363,929 thousand for the year ended December 31, 2025, from $367,498 thousand for the year ended December 31, 2024. The average selling price decreased by 3.0% to $1,165/MT in 2025 from $1,202/MT in 2024 and total shipments increased by 6.1%. Despite the soft demand environment and redirected Asian overcapacity, our shipments increased as customers secured their supply with us to avoid disruptions in their supply chains, leveraging our strong production footprint and our consistent, high-quality output. EU safeguard measures approved at year-end are expected to support future market balance but did not materially affect 2025 pricing.

Raw materials

Raw materials increased $12,118 thousand, or 5.3%, to $242,845 thousand for the year ended December 31, 2025, from  $230,727 thousand for the year ended December 31, 2024, mainly due to an increase in overall shipments.

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Energy consumption for production

Energy consumption for production increased by $15,448 thousand, to $37,372 thousand for the year ended December 31, 2025, from $21,924 thousand for the year ended December 31, 2024, mainly due to the decrease of the French energy benefit received in 2025 in comparison to 2024 and the impact of the change in fair value of the derivatives in France by $8.8 million.

Other operating income

Other operating income increased $5,032 thousand, or 20.2%, to $29,934 thousand for the year ended December 31, 2025, from $24,902 thousand for the year ended December 31, 2024. The increase mainly reflects a 14% growth in CO2 consumption, which led to a greater CO2 allowance income recognized in other operating income amounting to $5,046 thousand.

Staff costs

Staff costs increased $2,294 thousand or 7.32%, to $33,649 thousand for the year ended December 31, 2025, from  $31,355 thousand for the year ended December 31, 2024. The variance is immaterial.

Other operating expense

Other operating expense increased $14,138 thousand, or 18.2%, to $91,745 thousand for the year ended December 31, 2025, from $77,607 thousand for the year ended December 31, 2024. This increase was primarily driven by higher distribution costs of $3,865 thousand, reflecting increased volumes in 2025 compared to 2024, and higher CO2 consumption costs of $8,505 thousand. In addition, management fees allocated from headquarters, which are subsequently eliminated in the consolidation process, also contributed to this increase.

Depreciation and amortization

Depreciation and amortization decreased $1,913 thousand or 29.21%, to $4,637 thousand for the year ended December 31, 2025, from  $6,550 thousand for the year ended December 31, 2024. The variance is immaterial.

​

Impairment loss

Impairment losses increased by $5,062 thousand, or 192.6%, to a loss of $7,691 thousand for the year ended December 31, 2025, from a loss of $2,629 thousand for the year ended December 31, 2024. During 2025, the Company recognized impairments of property, plant, and equipment at its Boo ($5,561 thousand) and Monzon ($2,130 thousand) facilities, reflecting updated market conditions and operational forecasts.

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Europe – Silicon Metals

[[GREPCENT_TABLE]]
[["\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Year ended December 31,"],["($ thousands)","\u200b \u200b \u200b","2025","\u200b \u200b \u200b","2024"],["Sales","\u200b","220,946","\u200b","393,278"],["Sales to third parties","\u200b","210,037","\u200b","374,373"],["Intercompany sales","\u200b","10,909","\u200b","18,905"],["Raw materials","","(133,868)","","(210,391)"],["Energy consumption for production","\u200b","1,793","\u200b","4,373"],["Other operating income","","37,671","","46,241"],["Staff costs","","(61,850)","","(71,647)"],["Other operating expense","","(61,055)","","(84,209)"],["Depreciation and amortization","","(13,297)","","(11,458)"],["Other gain","\u200b","8","\u200b","155"],["Operating (loss) profit","","(9,652)","","66,342"]]
[[/GREPCENT_TABLE]]

Sales

Sales decreased $172,332 thousand or 43.8%, to $220,946 thousand for the year ended December 31, 2025 from  $393,278 thousand for the year ended December 31, 2024. The average selling prices decreased by 16.2% to $2,602/MT in 2025 from $3,104/MT in 2024 and total shipments decreased by 37.7%. European silicon demand weakened through 2025 as manufacturing activity remained subdued and high energy costs continued to erode regional competitiveness, limiting industrial consumption. At the same time, Europe faced strong import pressure from redirected global overcapacity, particularly from China, which drove a sharp decline in silicon prices.

​

Raw materials

Raw materials decreased $76,523 thousand, or 36.4%, to $133,868 thousand for the year ended December 31, 2025, from  $210,391 thousand for the year ended December 31, 2024, due to the decrease in shipments.

Energy consumption for production

Energy consumption for production decreased $2,580 thousand, or 58.9%, to a net income of $1,793 thousand for the year ended December 31, 2025, from a net income of $4,373 thousand for the year ended December 31, 2024. There was a reduced positive impact of the ARENH benefit and the impact of the change in fair value of the derivatives in France by $19.5 million, partially offset by lower energy costs at the Sabón facility, which were reduced by approximately $12.0 million. In addition, the CAES (Continuous Assessment of Energy Savings) program contributed an incremental $5 million in energy savings in 2025.

​

Other operating income

Other operating income decreased $8,570 thousand, or 18.5%, to $37,671 thousand for the year ended December 31, 2025, from $46,241 thousand for the year ended December 31, 2024. The decrease was primarily due to lower income from CO2 emission allowances, totaling $7,969 thousand in 2025. At our Sabón facility in Spain, this income decreased by $8,832 thousand, mainly reflecting lower CO2 emissions linked to reduced production.

Staff costs

Staff costs decreased $9,797 thousand, or 13.7%, to $61,850 thousand for the year ended December 31, 2025, from $71,647 thousand for the year ended December 31, 2024. The decrease was primarily driven by lower variable remuneration in France due to weaker company performance, as well as reduced staff costs at the Sabón facility reflecting lower production levels.

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Other operating expense

Other operating expense decreased $23,154 thousand, or 27.5%, to $61,055 thousand for the year ended December 31, 2025, from $84,209 thousand for the year ended December 31, 2024. The decrease was primarily driven by lower CO2 consumption costs, totaling $9,508 thousand, reflecting reduced energy use and lower associated CO2 emissions due to decreased production volumes. Reduced selling and distribution costs of $8,808 thousand also contributed, reflecting lower shipment volumes. Additional reductions included lower indirect taxes of $1,416 thousand, linked to overall economic performance, and decreased management fees allocated under the Company’s sales-based distribution criteria.

Depreciation and amortization

Depreciation and amortization increased $1,839 thousand or 16.05%, to $13,297 thousand for the year ended December 31, 2025, from $11,458 thousand for the year ended December 31, 2024. The variance is immaterial.

Europe – Silicon Alloys

[[GREPCENT_TABLE]]
[["\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Year ended December 31,"],["($ thousands)","\u200b \u200b \u200b","2025","\u200b \u200b \u200b","2024"],["Sales","\u200b","149,516","\u200b","181,702"],["Sales to third parties","\u200b","144,965","\u200b","172,148"],["Intercompany sales","\u200b","4,551","\u200b","9,554"],["Raw materials","","(127,870)","\u200b","(147,642)"],["Energy consumption for production","\u200b","(7,674)","\u200b","7,699"],["Other operating income","","8,048","\u200b","5,967"],["Staff costs","","(27,931)","\u200b","(23,613)"],["Other operating expense","","(24,139)","\u200b","(24,284)"],["Depreciation and amortization","","(5,672)","\u200b","(3,692)"],["Impairment gain (loss)","\u200b","1,834","\u200b","(3,646)"],["Other gain","\u200b","12","\u200b","68"],["Operating (loss) profit","","(33,876)","","(7,441)"]]
[[/GREPCENT_TABLE]]

​

Sales

Sales decreased $32,186 thousand or 17.7%, to $149,516 thousand for the year ended December 31, 2025, from $181,702 thousand for the year ended December 31, 2024. Average selling prices decreased by 3.3% to $1,898/MT in 2025 from $1,963/MT in 2024 and total shipments decreased by 1.7%. The decline was primarily driven by an increase in imports of low-priced goods from our competitors. In 2025, Europe experienced intense import competition, including silicon and ferroalloys, due to redirected global overcapacity. Steel demand remained structurally weak, particularly in construction and automotive, and production decisions focused on margin protection and selective curtailments. Additional decline in sales resulted from lower sales of non-core products such as quartz, mining-related materials, and various by-products. As a result, while the core silicon alloys business faced moderate price and volume pressure, the overall decrease in segment revenue reflects both adverse market conditions and the contraction of non-core product sales.

​

Raw Materials

Raw Materials decreased $19,772 thousand, or 13.4%, to $127,870 thousand for the year ended December 31, 2025, from $147,642 thousand for the year ended December 31, 2024. The decrease was driven by lower shipments, and by lower average raw material costs and a more favorable product mix, which reduced raw material consumption on a per unit basis.

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Energy consumption for production

Energy consumption for production decreased $15,373, to a net expense of $7,674 thousand for the year ended December 31, 2025, from a net income of $7,699 thousand for the year ended December 31, 2024, mainly due to the decrease of the impact of the ARENH mechanism and our previous French energy benefit and the impact of the change in fair value of the derivatives in France by $13.6 million.

​

Other operating income

Other operating income increased $2,081 thousand or 34.88%, to $8,048 thousand for the year ended December 31, 2025, from $5,967 thousand for the year ended December 31, 2024. The variance is immaterial.

Staff costs

Staff costs increased $4,318 thousand, or 18.3%, to $27,931 thousand for the year ended December 31, 2025, from $23,613 thousand for the year ended December 31, 2024. The increase was primarily driven by the allocation of fixed labor costs across segments, due to a shift in the production mix towards Silicon Alloys rather than Silicon Metals at the Laudun facility in 2025.

Other operating expense

Other operating expense decreased $145 thousand or 0.60%, to $24,139 thousand for the year ended December 31, 2025, from $24,284 thousand for the year ended December 31, 2024. The variance is immaterial.

Depreciation and amortization

Depreciation and amortization increased $1,980 thousand or 53.63%, to $5,672 thousand for the year ended December 31, 2025, from $3,692 thousand for the year ended December 31, 2024. The variance is immaterial.

Impairment gain (loss)

The Company recorded a net impairment gain in this segment due to an impairment reversal of $12,161 thousand recorded for the remeasurement of its tolling agreement liability, partially offset by an $8,539 thousand impairment recorded in its Pierrefitte facility.

South Africa – Silicon Metals

[[GREPCENT_TABLE]]
[["\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Year ended December 31,"],["($ thousands)","\u200b \u200b \u200b","2025","\u200b \u200b \u200b","2024"],["Sales","","7,844","","67,944"],["Sales to third parties","\u200b","5,417","\u200b","51,856"],["Intercompany sales","\u200b","2,427","\u200b","16,088"],["Raw materials","","(11,919)","","(37,452)"],["Energy consumption for production","\u200b","(1,441)","\u200b","(22,786)"],["Other operating income","","13","","65"],["Staff costs","","(1,938)","","(6,270)"],["Other operating expense","","(1,821)","","(7,502)"],["Depreciation and amortization","","(54)","","(2,863)"],["Impairment (loss)","\u200b","(372)","\u200b","(12,953)"],["Operating loss","","(9,526)","","(21,817)"]]
[[/GREPCENT_TABLE]]

​

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Sales

Sales decreased $60,100 thousand, or 88.5%, to $7,844 thousand for the year ended December 31, 2025, from $67,944 thousand for the year ended December 31, 2024. Average selling prices decreased by 29.7% to $2,354/MT in 2025 from $3,350/MT in 2024 and total shipments decreased by 93.2%, mainly due to the idling of the Polokwane facility.

Raw materials

Raw materials decreased $25,533 thousand, or 68.2%, to $11,919 thousand for the year ended December 31, 2025, from $37,452 thousand for the year ended December 31, 2024, driven by the decrease in product volumes sold during 2025.

Energy consumption for production

Energy consumption for production decreased $21,345 thousand, or 93.7%, to $1,441 thousand for the year ended December 31, 2025, from $22,786 thousand for the year ended December 31, 2024, due to the temporary idling of the Polokwane facility.

Other operating income

Other operating income decreased $52 thousand or 80.0%, to $13 thousand for the year ended December 31, 2025, from $65 thousand for the year ended December 31, 2024. The variance is immaterial.

Staff costs

Staff costs decreased by $4,332 thousand or 69.1%, to $1,938 thousand for the year ended December 31, 2025, from $6,270 thousand for the year ended December 31, 2024. The decrease was primarily driven by the retrenchment of 106 employees following the temporary idling of the Polokwane facility.

​

Other operating expense

Other operating expense decreased $5,681 thousand, or 75.7%, to $1,821 thousand for the year ended December 31, 2025, from $7,502 thousand for the year ended December 31, 2024, primarily due to lower operating, selling and administrative costs in our Polokwane facility as a result of being idled during 2025.

Depreciation and amortization

Depreciation and amortization decreased $2,809 thousand or 98.11%, to $54 thousand for the year ended December 31, 2025, from $2,863 thousand for the year ended December 31, 2024. The variance is immaterial.

Impairment loss

Impairment loss decreased $12,581 thousand, to a loss of $372 thousand for the year ended December 31, 2025, from a loss of $12,953 thousand for the year ended December 31, 2024. The impairment loss recognized in 2024 primarily related to the Polokwane facility and reflected management’s assessment of the recoverability of long-lived assets. In 2025, impairment losses were substantially lower and primarily related to certain asset additions made during the year.

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South Africa – Silicon Alloys

[[GREPCENT_TABLE]]
[["\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Year ended December 31,"],["($ thousands)","\u200b \u200b \u200b","2025","\u200b \u200b \u200b","2024"],["Sales","","79,524","","91,021"],["Sales to third parties","\u200b","62,576","\u200b","71,581"],["Intercompany sales","\u200b","16,948","\u200b","19,440"],["Raw materials","","(45,512)","","(41,599)"],["Energy consumption for production","\u200b","(22,759)","\u200b","(34,820)"],["Other operating income","","98","","83"],["Staff costs","","(11,213)","","(9,978)"],["Other operating expense","","(3,470)","","(5,394)"],["Depreciation and amortization","","(4,995)","","(4,622)"],["Other (gain) losses","\u200b","1,401","\u200b","(6)"],["Operating (loss)","","(6,926)","","(5,315)"]]
[[/GREPCENT_TABLE]]

​

Sales

Sales decreased $11,497 thousand, or 12.6%, to $79,524 thousand for the year ended December 31, 2025, from $91,021 thousand for the year ended December 31, 2024. Average selling prices decreased by 6.5% to $1,771/MT in 2025 from $1,894/MT in 2024 and total shipments declined by 9.2%, primarily due to reduced domestic demand and higher cost.

Raw materials

Raw materials increased $3,913 thousand, or 9.4%, to $45,512 thousand for the year ended December 31, 2025, from $41,599 thousand for the year ended December 31, 2024. The increase is primarily driven by higher raw material prices, which resulted in elevated input costs despite a reduction in production levels.

​

Energy consumption for production

Energy consumption for production decreased $12,061 thousand or 34.6%, to $22,759 thousand for the year ended December 31, 2025, from $34,820 thousand for the year ended December 31, 2024, due to the lower production.

Other operating income

Other operating income increased $15 thousand or 18.1%, to $98 thousand for the year ended December 31, 2025, from $83 thousand for the year ended December 31, 2024. The variance is immaterial.

Staff costs

Staff costs increased $1,235 thousand, or 12.4%, to $11,213 thousand for the year ended December 31, 2025, from $9,978 thousand for the year ended December 31, 2024. The increase was primarily driven by the allocation of fixed labor costs across segments, due to a shift in the production mix towards Silicon Alloys rather than Silicon Metals in South Africa in 2025.

Other operating expense

Other operating expense decreased $1,924 thousand, or 35.7%, to $3,470 thousand for the year ended December 31, 2025, from $5,394 thousand for the year ended December 31, 2024, mainly due to lower selling costs in Emalahleni facility linked to less shipments compared to 2024

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Depreciation and amortization

Depreciation and amortization increased $373 thousand or 8.1%, to $4,995 thousand for the year ended December 31, 2025, from $4,622 thousand for the year ended December 31, 2024. The variance is immaterial.

Other segments

[[GREPCENT_TABLE]]
[["\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Year ended December 31,"],["($ thousands)","\u200b \u200b \u200b","2025","\u200b \u200b \u200b","2024"],["Sales","","30,148","","43,001"],["Sales to third parties","\u200b","12,059","\u200b","17,554"],["Intercompany sales","\u200b","18,089","\u200b","25,447"],["Raw materials","","(14,601)","","(25,133)"],["Energy consumption for production","\u200b","(2,706)","\u200b","(3,774)"],["Other operating income","","41,711","","44,978"],["Staff costs","","(32,272)","","(35,667)"],["Other operating expense","","(41,954)","","(50,271)"],["Depreciation and amortization","","(6,366)","","(3,437)"],["Impairment (loss)","\u200b","\u2014","\u200b","(5,862)"],["Other gain","\u200b","99","\u200b","1,273"],["Operating loss","","(25,941)","","(34,892)"]]
[[/GREPCENT_TABLE]]

​

Sales

Sales decreased $12,853 thousand, or 29.9%, to $30,148 thousand for the year ended December 31, 2025, from $43,001 thousand for the year ended December 31, 2024, primarily due to sales decreases in our facilities in Argentina and China amounting to $9,389 thousand and $4,022 thousand respectively. Shipments in Argentina and China decreased to 13,183 tons from 19,908 tons, a reduction of 33.8%.

Raw materials

Raw materials decreased $10,532 thousand, or 41.9%, to $14,601 thousand for the year ended December 31, 2025, from $25,133 thousand for the year ended December 31, 2024. The decrease primarily reflects lower raw material consumption as a result of reduced production volumes in Argentina and China. The reduction is also consistent with the Company’s ongoing focus on cost management and operational efficiency, as management actively aligned raw material usage with current production requirements to optimize working capital and reduce inventory-related costs.

Energy consumption for production

Energy consumption for production decreased $1,068 thousand or 28.3%, to $2,706 thousand for the year ended December 31, 2025, from $3,774 thousand for the year ended December 31, 2024. The variance is immaterial.

Other operating income

Other operating income decreased $3,267 thousand, or 7.3%, to $41,711 thousand for the year ended December 31, 2025, from $44,978 thousand for the year ended December 31, 2024, primarily due to a decrease in the allocation of management fee charges that are eliminated during the consolidation process.

Staff costs

Staff costs decreased $3,395 thousand, or 9.5%, to $32,272 thousand for the year ended December 31, 2025, from $35,667 thousand for the year ended December 31, 2024. The decrease was primarily driven by a reduction in variable remuneration reflecting weaker operating performance in 2025.

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Other operating expense

Other operating expense decreased $8,317 thousand, or 16.5%, to $41,954 for the year ended December 31, 2025, from $50,271 thousand for the year ended December 31, 2024, this decrease was primarily driven by a $6,858 thousand reduction in professional services costs, reflecting the Company’s continued focus on cost reduction initiatives and operational efficiency. In addition, distribution costs declined due to lower shipment volumes in Argentina and China. Overall, the decrease in other operating expenses reflects management’s ongoing efforts to align operating costs with current business activity levels.

Depreciation and amortization

Depreciation and amortization increased $2,929 thousand, or 85.2%, to $6,366 thousand for the year ended December 31, 2025, from $3,437 thousand for the year ended December 31, 2024, this increase was primarily driven by higher depreciation expense on right-of-use assets recognized in connection with lease additions and renewals during the year.

Impairment loss

The Company recorded a $5,862 impairment for the year ended December 31, 2024 in its Puertollano facility which did not repeat in 2025.  

Comparison of the years ended December 31, 2024 and 2023

For a discussion of the financial results and condition for the fiscal year ended December 31, 2023, please refer to “Item 5. Operating and financial review and prospects—A. Operating results—Comparison of the years ended December 31, 2024 and 2023” of our Annual Report on Form 20-F for the year ended December 31, 2024 filed on April 25, 2025.

Non-IFRS measures and reconciliation

In addition to our operating results, as calculated in accordance with IFRS as adopted by the IASB, the Company uses non-IFRS measures such as EBITDA, FX adjusted EBITDA, net working capital and net (cash)/debt for internal planning and performance measurement purposes. We believe these measures provide useful information about the financial performance of our operations that facilitates period-to-period comparisons on a consistent basis. Management uses EBITDA internally to evaluate our underlying operating performance for the reporting periods presented and to assist with the planning and forecasting of future operating results. Management believes that EBITDA is a useful measure of our performance because it reflects our cash generation potential from our operational activities excluding depreciation and amortization and miscellaneous adjustments, if any, for the period. These measures should not be considered individually or as a substitute for net income or operating income, as indicators of operating performance, or as alternatives to cash flow as measures of liquidity. Additionally, our calculation of EBITDA and other non-IFRS measures may be different from the calculation used by other companies, including our competitors in the mining industry, so our measures may not be comparable to those of other companies.

In this Annual Report, we present EBITDA, which we define as net profit (loss) attributable to the parent, adjusted by (i) profit (loss) attributable to non-controlling interest; (ii) income tax (benefit) expense; (iii) net finance expense; and (iv) depreciation and amortization charges; and we present FX adjusted EBITDA, which we define as EBITDA adjusted by exchange differences. In addition, management may adjust the effect of certain types of transactions that in its judgment are not indicative of the Company´s normal operating activities, or do not necessarily occur on a regular basis.

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A reconciliation of EBITDA and FX adjusted EBITDA to our net (loss) profit attributable to the parent for the years indicated is presented below:

[[GREPCENT_TABLE]]
[["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","2025","\u200b","2024","\u200b","2023"],["(Loss) profit attributable to the parent","(170,700)","\u200b","23,538","\u200b","82,662"],["(Loss) profit attributable to non-controlling interest","(6,412)","\u200b","(2,738)","\u200b","15,816"],["Income tax expense","2,468","\u200b","16,252","\u200b","57,540"],["Net finance expense","17,301","\u200b","14,694","\u200b","33,371"],["Depreciation and amortization charges","84,951","\u200b","75,463","\u200b","73,532"],["EBITDA","(72,392)","\u200b","127,209","\u200b","262,921"],["Exchange differences","23,886","\u200b","(13,565)","\u200b","7,551"],["FX Adjusted EBITDA","(48,506)","\u200b","113,644","\u200b","270,472"]]
[[/GREPCENT_TABLE]]

​

We calculate net working capital as (i) inventories, plus (ii) trade receivables and (iii) other receivables, less (iv) trade payables. The Company believes that net working capital is an important figure as it provides a relevant metric for the efficiency and liquidity of our operating activities.

The calculation of our net working capital derived from our consolidated financial statements as of December 31, 2025 and 2024 is presented below:

[[GREPCENT_TABLE]]
[["\u200b","\u200b","\u200b","\u200b"],["\u200b","2025","\u200b","2024"],["Inventories","306,160","\u200b","347,139"],["Trade receivables","191,536","\u200b","188,816"],["Other receivables","74,665","\u200b","83,103"],["Trade payables","(144,853)","\u200b","(158,251)"],["Net Working Capital","427,508","\u200b","460,807"]]
[[/GREPCENT_TABLE]]

​

We calculate net (cash)/debt as the summation of (i) bank borrowings excluding factoring agreements; (ii) debt instruments; and (iii) other financial liabilities; less (iv) current restricted cash; and (v) cash and cash equivalents. The Company believes that monitoring and reporting net (cash)/debt provides management with the ability to assess our leverage and liquidity.

​

The calculation of our net (cash)/debt derived from our consolidated financial statements as of December 31, 2025 and 2024 is presented below:

[[GREPCENT_TABLE]]
[["\u200b","\u200b","\u200b","\u200b"],["\u200b","2025","\u200b","2024"],["Bank borrowings(1)","103,156","\u200b","22,103"],["Debt instruments","26,014","\u200b","10,135"],["Other financial liabilities","33,443","\u200b","72,719"],["Current restricted cash","(175)","\u200b","(298)"],["Cash and cash equivalents","(122,812)","\u200b","(132,973)"],["Net (Cash)/Debt","39,626","\u200b","(28,314)"]]
[[/GREPCENT_TABLE]]

(1) Bank borrowings exclude factoring programs

B.    Liquidity and Capital Resources

Overview

As of December 31, 2025, our liquidity position remains solid, supported by cash on hand, operating cash flows, factoring programs and availability under our ABL Revolver. We held $123.0 million in cash and restricted cash. We expect to meet our short-term and long-term liquidity needs through operating cash flows and existing financing arrangements.

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The Company’s financial resources are managed conservatively to fund our working capital requirements, capital expenditures, service our indebtedness and fund key initiatives underlying our strategic plan, including our ESG-related initiatives. Ferroglobe’s core objective with respect to capital management is to maintain a balanced and sustainable capital structure through the economic cycles of the industries in which it participates, while keeping the cost of capital at competitive levels. The Company has historically managed these efforts through its cash flows from operations, long-term debt and share issuances, revolving lines of credit and its factoring arrangements with third parties.

In February 2024, in coordination with the management of our liabilities and strengthened cash and cash equivalents position, the Company, via its subsidiary issuers of the 9.375% senior secured notes due 2025, completed the full redemption of the Reinstated Senior Notes at 102.34375% of the principal amount plus accrued interest.

In March 2025, the Company partially repaid the SEPI loans as per the agreed amortization schedule of $17,960 thousand and in June 2025 the loans were fully repaid.

As of December 31, 2025 and 2024, Ferroglobe had cash and cash equivalents and restricted cash and cash equivalents of $122,987 thousand (of which $175 thousand is restricted cash) and $133,271 thousand (of which $298 thousand is restricted cash), respectively. Cash and cash equivalents are primarily held in USD and EUR.

In addition to these resources, the Company believes that our working capital is sufficient for our present requirements, and we anticipate generating sufficient cash to satisfy our short and long-term liquidity needs.

Capital Expenditures

The Company’s capital expenditures for the years ended December 31, 2025, 2024 and 2023 were $61,703 thousand, $76,165 thousand and $83,679 thousand, respectively. These investments targeted expansion and productivity improvements, as well as, capitalizable repairs and maintenance.

In 2024 Ferroglobe’s Board of Directors approved the Company’s decarbonization plan to reduce our combined scope 1 and 2 carbon emissions per ton of production by at least 26% by 2030 from a 2020 baseline. This decarbonization plan demonstrates our ongoing commitment to sustainability and will result in committing $29.1 million in capex through 2026, of which the Company was granted $12.2 million (€11.7 million) from local governments to support its initiatives.

Debt

Debt comprises bank borrowings, lease liabilities, debt instruments, and other financial liabilities. As of December 31, 2025, the Company’s total outstanding debt was $269,152 thousand, consisting of $129,551 thousand in short-term debt  (including the current portion of long-term debt) and $112,431 in long-term debt.

​

Our USD denominated debt as of December 31, 2025 was $45,568 thousand (or 20% of our total debt), our EUR denominated indebtedness was $150,605 thousand (or 67% of our total debt) and other denominated debt was $27,781 thousand (or 13% of our total debt).

As of December 31, 2025, $127,288 thousand (47% of total debt) bears interest at floating rates and $141,864 thousand (53% of total debt) bears interest at fixed rates.

Long-term debt

The following discussion briefly describes our long-term debt arrangements as of December 31, 2025. For additional information, see the Notes to our consolidated financial statements.

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REINDUS Loan: In 2016, a Company subsidiary entered into a loan agreement with the Spanish Ministry of Industry, Tourism and Commerce (the “Ministry”) to borrow an aggregate principal amount of €44,999 thousand ($52,874 thousand) in connection with the industrial development projects related to a silicon project in Spain, at an annual interest rate of 3.6%. The Company is required to repay this loan in seven instalments which commenced in 2023 and to be completed by 2030. As of December 31, 2025 the amortized cost of the loan is $24,296 thousand.

Québec Loan: In 2020, a Company subsidiary entered into a loan agreement with Investissement Québec to borrow an aggregate principal amount, interest-free, of CAD 7.0 million ($5.1 million) to finance its capital expenditures activities in Canada. The loan is to be repaid over a seven-year period, with payments deferred for the first three years from inception of the loan.

US Lease Financing: In September 2024, a Company subsidiary entered into a Master Lease Agreement (“MLA”) with Citizens Asset Finance (“Citizens”). The MLA permits the Company as lessee to enter into one or more leasing schedules with Citizens as lessor. When entering a lease schedule, Citizens leases equipment covered by the respective lease schedule to the Company subject to terms and conditions of the MLA. The subsidiary and Citizens entered into four lease schedules as of December 31, 2025, pursuant to the terms of the MLA, providing $7.6 million up front as part of a sale of assets to the Lessor.

​

Vagalume loan: In December 2025, a Company subsidiary entered into a loan agreement with Bankinter to borrow an aggregate principal amount of €18,000 thousand ($21,150 thousand) to finance its capital expenditure activities related to the construction of a biocarbon plant at our Sabón plant. The loan is to be repaid over a six-year period, with payments deferred for the first year. The loan bears a fixed 3.2% interest rate during the first year and Euribor 12-month plus 1% for the remaining years.

​

Additional long-term loans: In 2025, a French subsidiary entered into two loan agreements to borrow an aggregate principal amount of €6,000 thousand ($7,254 thousand). These loans are due in 2030 and 2032, respectively. Additionally a Norwegian subsidiary entered into a loan agreement to borrow an aggregate principal amount of NOK 40,000 thousand ($3,852 thousand), to finance the share purchase in the MoiRana industrial park. The principal and interest are repaid on a monthly basis until April 2032, and the shares acquired are pledged in favor of the lender.

​

Commercial Paper (“Pagarés”)

We have Euro commercial paper programs (the “Pagarés”) under which we may from time to time issue unsecured commercial paper up to a total of €50 million (at the date of issue, with individual maturities that may vary but will not exceed 360 days from the date of issue). There were €22,600 thousand ($26,555 thousand) of borrowings outstanding under the Pagarés program as of December 31, 2025, with a weighted-average effective interest rate of 4.81%. The net proceeds from the issuance of commercial paper are used for general corporate purposes.

North American asset-based revolving line of credit

In June 2022, Company subsidiaries entered into a five-year, $100 million asset-based revolving credit facility (the “ABL Revolver”), with the Bank of Montreal as lender and agent. The maximum amount available under the ABL Revolver at any given moment is subject to a borrowing base test comprising North American inventory and accounts receivable. The revolver bears interest at SOFR plus a spread of between 150/175 basis points depending on levels of utilization. During the year ended December 31, 2025, the Company subsidiaries drew down $45,100 thousand, and $26,100 thousand were repaid in 2025, yielding an outstanding balance of $19,000 thousand as of the end of 2025.

Under the ABL credit agreement, the borrowers commit to respect usual affirmative covenants, including among others: communicating any default or event of default, a change of control, the creation of acquisition of subsidiaries, a casualty or damage to any material used as a collateral, maintenance of insurance, compliance with ERISA and the Canadian Pension Laws, and compliance with environmental laws. The borrowers also commit not to create or incur any indebtedness, capital leases in excess of a $7.5 million, create liens, merge, dissolve, divide any borrowers, change the nature of the business, pay dividends, repay indebtedness for the account of holder of Equity Interests of any Loan Party or its affiliates, maintain a financial covenant consolidated fixed charge coverage ratio to be less than 1.00 to 1.00.

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Factoring arrangements

In October 2020, the Company signed a factoring agreement with a financial institution to anticipate the collection of receivables issued by the Company’s European subsidiaries with the following main terms:

[[GREPCENT_TABLE]]
[["","\u25cf","maximum cash consideration advanced is up to \u20ac60,000 thousand;"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","overcollateralization of 10% of accounts receivable as a guarantee provided to the Agent until the payment has been satisfied;"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","a 0.18% to 0.25% fee charge on total invoices and credit notes sold to the Agent; and"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","a financing commission set at EURIBOR 3 months plus 1% charged on drawdowns;"]]
[[/GREPCENT_TABLE]]

Other conditions are set in relation to credit insurance policy which has been structured in an excess of loss policy where the first €5,000 thousand of bad debt losses are not covered by the insurance provider. The Company has assumed the cash collateralization for the entire excess of loss, as agreed in contractual terms.

In February 2022, the Company signed a without recourse factoring agreement with Bankinter that offers the possibility to sell the receivables corresponding to eleven pre-approved customers by the bank and its credit insurer. Receivables are pre-financed at 100% of their face value.

The main characteristics of this program are the following:

[[GREPCENT_TABLE]]
[["","\u25cf","maximum cash consideration advanced is up to \u20ac20,000 thousand;"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","a 0.25% fee of the receivables face values;"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","a cost of financing at 12-month Euribor plus 1%;"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","a closing fee of 0.25% of the financing; and"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","\u25cf","an annual renewal fee of 0.25% of the financing."]]
[[/GREPCENT_TABLE]]

Availability of funds

As of December 31, 2025 and 2024, we had cash and cash equivalents, restricted cash and other restricted funds amounting to $122,987 thousand and $133,271 thousand, respectively. Please see Note 9 Financial assets and other receivables to our consolidated financial statements.

Ferroglobe PLC is the parent company of Ferroglobe Group and receives funding from its subsidiaries in the form of intercompany loans. Consequently, certain restrictions on the ability of the Group’s subsidiaries to transfer funds to Ferroglobe PLC negatively affect our liquidity and thus our business. In addition, the Company also has certain restrictions regarding dividend payments in its partnerships with Dow.

​

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Contractual Obligations

The following table sets forth Ferroglobe’s contractual obligations and commercial commitments with definitive payment terms that will require significant cash outlays in the future, as of December 31, 2025.

[[GREPCENT_TABLE]]
[["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","\u200b","\u200b","Payments Due by Period"],["\u200b","\u200b","\u200b","\u200b","Less than","\u200b","\u200b","\u200b","\u200b","\u200b","More than"],["($ thousands)","\u200b \u200b \u200b","Total","\u200b \u200b \u200b","1 year","\u200b \u200b \u200b","1 - 3 years","\u200b \u200b \u200b","3 - 5 years","\u200b \u200b \u200b","5 years"],["Non-current and current debt obligations","","26,014","","26,014","\u200b","\u2014","\u200b","\u2014","\u200b","\u2014"],["Government loans","\u200b","35,644","\u200b","12,447","\u200b","12,549","\u200b","10,648","\u200b","\u2014"],["Bank borrowings","\u200b","140,012","\u200b","79,876","\u200b","19,000","\u200b","16,461","\u200b","24,675"],["Capital expenditures","","17,585","","17,585","\u200b","\u2014","\u200b","\u2014","\u200b","\u2014"],["Leases","","154,146","","14,723","\u200b","12,734","\u200b","24,393","\u200b","102,296"],["Power purchase commitments (1)","\u200b","457,114","\u200b","170,870","\u200b","180,929","\u200b","72,701","\u200b","32,614"],["Purchase obligations (2)","\u200b","51,759","\u200b","51,759","\u200b","\u2014","\u200b","\u2014","\u200b","\u2014"],["Other non-current liabilities (3)","\u200b","3,261","\u200b","3,261","\u200b","\u2014","\u200b","\u2014","\u200b","\u2014"],["Total","","885,535","","376,535","","225,212","","124,203","","159,585"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["(1)","Represents minimum charges that are enforceable and legally binding, and do not represent total anticipated purchases. Minimum charges requirements expire after providing one-year notice of contract cancellation."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["(2)","The Company has outstanding purchase obligations with suppliers for raw materials in the normal course of business. The disclosed purchase obligation amount represents commitments to suppliers that are enforceable and legally binding and do not represent total anticipated purchases of raw materials in the future."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["(3)","Included contingent consideration with Glencore."]]
[[/GREPCENT_TABLE]]

The table above also excludes certain other obligations reflected in our consolidated statements of financial position, including estimated funding for pension obligations, for which the timing of payments may vary based on changes in the fair value of pension plan assets and actuarial assumptions. We expect to contribute $1,092 thousand to our pension plans for the year ended December 31, 2025.

Further information regarding Ferrogloble’s contractual obligations and commercial commitments as of December 31, 2025, is set forth in Note 29 Financial risk management to the consolidated financial statements.

Cash Flows

Comparison of the years ended December 31, 2025 and 2024

The following table summarizes our cash flows for the periods indicated:

[[GREPCENT_TABLE]]
[["\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Year ended December 31,"],["($ thousands)","\u200b \u200b \u200b","2025","\u200b \u200b \u200b","2024"],["Cash and cash equivalents at beginning of period","","133,271","","137,649"],["Cash flows from operating activities","","51,464","","243,258"],["Cash flows used in investing activities","","(73,132)","","(66,937)"],["Cash flows provided by (used in) financing activities","","3,464","","(175,508)"],["Exchange differences on cash and cash equivalents in foreign currencies","","7,920","","(5,191)"],["Cash, restricted cash and cash equivalents at end of period","","122,987","","133,271"],["Cash, restricted cash and cash equivalents at end of period from statement of financial position","","122,987","","133,271"]]
[[/GREPCENT_TABLE]]

​

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Cash flows from operating activities

Cash flows from operating activities decreased $191,794 thousand, to $51,464 thousand for the year ended December 31, 2025, from cash generated of $243,258 thousand for the year ended December 31, 2024. The change in cash flows from operating activities for the year ended December 31, 2025 was mainly due to (i) a decrease of $197,912 thousand in the profit for the year, from a net profit of $20,800 thousand for the year ended December 31, 2024 compared with a net loss of $177,112 thousand for the same period in 2025 and (ii) a decrease in other changes in energy receivable by $100,918 thousand, to an inflow of $31,041 thousand in 2025 from an inflow of $131,959 thousand in 2024, offset by (iii) an improvement of $41,193 thousand in working capital.

Cash flows from investing activities

Cash flows used in investing activities increased $6,195 thousand to an outflow of $73,132 thousand for the year ended December 31, 2025, from an outflow of $66,937 thousand for the year ended December 31, 2024, mainly driven by the financial investments made in Norway by $8,120 thousand and in the U.S. by $7,000 thousand. Capital expenditures decreased during the year ended December 31, 2025 to $61,703 thousand from $76,165 thousand during the year ended December 31, 2024. Additionally in 2024, the Company received a government grant of $12,453 thousand for the construction of a biocarbon plant at our Sabón plant in Spain.

Cash flows from financing activities

Cash flows provided by financing activities decreased $178,972 thousand, to a net inflow of $3,464 thousand for the year ended December 31, 2025, from a net outflow of $175,508 thousand for the year ended December 31, 2024. The decrease is mainly due to the full redemption of the Reinstated Senior Notes by $147,624 thousand in February 2024, and an increase in the net proceeds from bank borrowings, driven by new financing arrangements entered into during 2025. These impacts are partially offset by the repayment of the SEPI loan in 2025 amounting to $38,177 thousand.

​

C.    Research and Development, Patents and Licenses, etc.

For additional information see “Item 4.B.—Information on the Company—Business Overview—Research and Development (R&D).”

D.    Trend Information

We discuss in Item 5.A. above and elsewhere in this Annual Report, trends, uncertainties, demands, commitments or events for the year ended December 31, 2025 that we believe are reasonably likely to have a material effect on our revenues, income, profitability, liquidity or capital resources or to cause the disclosed financial information not to be necessarily indicative of future operating results or financial conditions.

E.    Critical Accounting Estimates

Not applicable.

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ITEM 6.      DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.    Directors and Senior Management

The following table lists each of our key executive officers and directors, their respective ages and positions as of the date of this Annual Report and their respective dates of appointment. The business address of all our directors and senior management is our business address as set forth in “Item 4.A.—Information on the Company—History and Development of the Company.”

[[GREPCENT_TABLE]]
[["Name","\u200b \u200b \u200b","Age","\u200b \u200b \u200b","Position","\u200b \u200b \u200b","Year of appointment"],["Javier L\u00f3pez Madrid","\u200b","62","\u200b","Director and Executive Chairman","\u200b","2015"],["Marco Levi","\u200b","67","\u200b","Director and Chief Executive Officer","\u200b","2020"],["Beatriz Garc\u00eda-Cos Munta\u00f1ola","\u200b","63","\u200b","Chief Financial Officer and Principal Accounting Officer","\u200b","2019"],["Bruce L. Crockett","\u200b","81","\u200b","Director","\u200b","2015"],["Stuart E. Eizenstat","\u200b","83","\u200b","Director","\u200b","2015"],["Manuel Garrido y Ruano","\u200b","60","\u200b","Director","\u200b","2017"],["Marta de Amusategui y Vergara","\u200b","62","\u200b","Director","\u200b","2020"],["Juan Villar-Mir de Fuentes","\u200b","65","\u200b","Director","\u200b","2015"],["Bel\u00e9n Villalonga Moren\u00e9s","\u200b","58","\u200b","Director","\u200b","2021"],["Silvia Villar-Mir de Fuentes","\u200b","60","\u200b","Director","\u200b","2021"],["Nicolas de Santis","\u200b","61","\u200b","Director","\u200b","2021"],["Rafael Barrilero Yarnoz","\u200b","65","\u200b","Director","\u200b","2021"]]
[[/GREPCENT_TABLE]]

​

The Company has only negotiated for benefits to be paid upon the termination of employment with Javier López Madrid, Marco Levi and Beatriz García-Cos Muntañola of our directors and senior management.

See “Item 7.B.—Related Party Transactions—Grupo VM shareholder agreement” for a discussion of certain board nomination rights.

Set forth below is a brief biography of each of our executive officers and directors.

Javier López Madrid

Javier López Madrid has been Executive Chairman of the Company since December 31, 2016 and was Chairman of our Nominations Committee from January 1, 2018 until May 26, 2023. He was first appointed to the Board on February 5, 2015 and was the Company’s Executive Vice-Chairman from December 23, 2015 until December 31, 2016.

He has been Chief Executive Officer of Grupo VM since 2008, and is member of the Board of several non-profit organizations. He is the founder and the largest shareholder of Financiera Siacapital and founded Tressis, Spain’s largest independent private bank. Mr. López Madrid holds a Masters in law and business from ICADE University.

Marco Levi

Marco Levi was appointed Chief Executive Officer of the Company on January 10, 2020, and appointed to its Board of Directors on January 15, 2020. Dr Levi previously served as President and CEO of Alhstrom-Munksjö Oyj, a global fiber materials company listed in Finland, where he led a successful transformation of the business by refocusing its product portfolio towards value-added specialty products. Prior to that, Dr. Levi was Senior Vice President and Business President of the $3 billion emulsion polymers division of chemicals manufacturer Styron, including during the period in which Styron division was acquired by Bain Capital from Dow Chemical Company. Dr. Levi previously had spent over twenty-two years at Dow in various departments and roles, ultimately serving as general manager of the emulsion polymers business.

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Dr Levi is also a Non-Executive Director of Mativ Holdings, Inc, the leading global performance materials company, listed on the New York Stock Exchange. Dr Levi holds a doctorate in industrial chemistry from the Università degli Studi di Milano, Statale, in Italy.

Beatriz García-Cos Muntañola

Beatriz García-Cos Muntañola was appointed as Chief Financial Officer and Principal Accounting Officer on October 17, 2019.

Before joining Ferroglobe, Ms. García-Cos served as Group CFO at Bekaert NV, a leading, global steel wire transformation company, listed on the Brussels Stock Exchange, where she focused on setting and executing financial strategy, as well as leading numerous strategic projects centered on business growth and enhanced operational efficiency. Prior to Bekaert NV, she was the Chief Financial Officer of the mining division of Trafigura Beheer BV, one of the largest physical commodities trading groups. Before that, she was Finance Director, EMEA and LATAM, for Vestas Wind Systems A.S, the Danish publicly-listed multinational and world’s largest wind turbine manufacturer. Prior to that role, she was Finance Manager for PPG Industries Inc, a leading diversified manufacturing company listed on the New York Stock Exchange. In September 2023, Ms. Garcia-Cos became a Non-Executive Directors for Bodycote plc and is a member of their Remuneration, Nomination and Audit committees of the Board.

Ms García-Cos holds an M.A. in Economics and Business Administration from the University of Barcelona and graduated from the Advanced Management Program of IESE, in Spain.

Bruce L. Crockett

Bruce L. Crockett was appointed to our Board of Directors as a Non-Executive Director on December 23, 2015. He has been a member of our Audit Committee from that date and was Chair of the Audit Committee since June 4, 2020 and served on our Compensation Committee from January 1, 2018 until June 23, 2021. Mr. Crockett was appointed on May 13, 2021 as our Senior Independent Director and on June 23, 2021 as Chair of the Corporate Governance Committee until May 26, 2023, on which date he was appointed as a member of the Nominations and Governance Committee.

Mr. Crockett holds a number of other Board and governance roles. He was the  Chairman of the Invesco Mutual Funds Group Board of Directors and a member of its Audit, Investment and Governance Committees, having served on the board from 1991 through 2023, as Chair from 2003 and on the Board of predecessor companies from 1978. Since 2013, he has been a member of the Board of Directors and, since 2014, Chair of the Audit Committee and since 2021 member of the Governance Committee of ALPS Property & Casualty Insurance Company. He has been Chairman of, and a private investor in, Crockett Technologies Associates since 1996. He is a life trustee of the University of Rochester. In 2021, he was appointed as a member of the Board of Advisors of the Western Colorado University Graduate Business School.

Mr. Crockett was a member of the Board of Directors of Globe from April 2014 until the closing of the Business Combination, as well as a member of Globe’s Audit Committee. He was formerly President and Chief Executive Officer of COMSAT Corporation from 1992 until 1996 and its President and Chief Operating Officer from 1991 to 1992, holding a number of other operational and financial positions at COMSAT from 1980, including that of Vice President and Chief Financial Officer. He was a member of the Board of Directors of Ace Limited from 1995 until 2012 and of Captaris, Inc. from 2001 until its acquisition in 2008 and its Chairman from 2003 to 2008.

Mr. Crockett holds an A.B. degree from the University of Rochester, B.S. degree from the University of Maryland, an MBA from Columbia University and an Honorary Doctor of Law degree from the University of Maryland.

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Stuart E. Eizenstat

Stuart E. Eizenstat was appointed to our Board of Directors as a Non-Executive Director on December 23, 2015. He was a member of the Company’s Corporate Governance Committee from January 1, 2018, until May 26, 2023, and served on our Nominations Committee from May 16, 2018, until May 26, 2023, on which date he was appointed as a member of the Compensation Committee.

Mr. Eizenstat is a Senior Counsel at Covington & Burling LLP in Washington, D.C. and has headed its international public policy practice for many years after joining the firm in 2001. He served as a member of the Advisory Boards of GML Ltd. from 2003 to 2023 and of the Office of Cherifien de Phosphates since 2010. He was a trustee of BlackRock Funds from 2001 until 2018.

Mr. Eizenstat was a member of Board of Directors of Globe Specialty Metals from 2008 until the closing of the Business Combination and Chair of its Nominating Committee. He was a member of the Board of Directors of Alcatel-Lucent from 2008 to 2016 and of United Parcel Service from 2005 to 2015. He has had an illustrious political, legal, and advisory career. His career includes serving as the Special Representative of the President and Secretary of State Madeleine Albright on Holocaust issues during the Clinton administration (1993 to 2001); Special Adviser on Holocaust issues to Secretaries of State Hillary Clinton and John Kerry (2009 to 2017); Special Adviser to Secretary of State Antony Blinken (2021 to 2025); and, since 2025, Special Adviser to Secretary of State Marco Rubio. He was Deputy Secretary of the United States Department of the Treasury from July 1999 to January 2001, Under Secretary of State for Economic, Business and Agricultural Affairs from 1997 to 1999, Under Secretary of Commerce for International Trade from 1996 to 1997, U.S. Ambassador to the European Union from 1993 to 1996 and Chief Domestic Policy Advisor in the White House to President Carter from 1977 to 1981. In 2024, he was chosen to deliver a eulogy for President Carter at the National Memorial Service in the National Cathedral.  He served on the Defense Policy Board advising the Secretary of Defense in the Obama administration from 2014 to 2017. He currently serves as Chairman of the Council of the United States Holocaust Memorial Museum, appointed by President Biden.

He is the author of “Imperfect Justice: Looted Assets, Slave Labor, and the Unfinished Business of World War II”; “The Future of the Jews: How Global Forces are Impacting the Jewish People, Israel, and its Relationship with the United States”, “President Carter: The White House Years”, and "The Art of Diplomacy: How American Negotiators Reached Historic Agreements that Changed the World". He has written scores of articles on a wide range of economic and foreign policy issues in leading publications, such as The New York Times, The Washington Post, Financial Times, The Wall Street Journal, The Christian Science Monitor, Los Angeles Times, Houston Chronicle, Foreign Affairs magazine, Foreign Policy magazine. He has appeared frequently on a wide-range of television programs on Fox, CNN, and MSNBC.

Mr. Eizenstat holds a B.A. in Political Science, cum laude and Phi Beta Kappa, from the University of North Carolina at Chapel Hill, a J.D. from Harvard Law School and eight honorary doctorate degrees from colleges and universities, high honors from the governments of the United States, France (two Legions of Honor), Germany, Austria, Belgium, and Israel and more than 80 awards from various other organizations.

Manuel Garrido y Ruano

Manuel Garrido y Ruano was appointed to our Board of Directors as a Non-Executive Director on May 30, 2017. He was a member of our Nominating and Corporate Governance Committee from May 30, 2017 until December 31, 2017, and served on our Corporate Governance Committee from December 31, 2017 until May 26, 2023.

Mr. Garrido y Ruano has been Chief Financial Officer of Grupo Villar Mir since 2003 and he is currently member of the Board of its subsidiary in the energy sector, and of its real estate subsidiary. In June 2021 he was appointed non-executive Chairman of Fertial SPA the Algerian fertilizers subsidiary of the Group. He resigned from Fertial’s board of directors in August 2024, when GVM divested its stake in the company.

He has been Professor of Corporate Finance of one Graduate Management Program at the Universidad de Navarra, and has also been Professor of Communication and Leadership of the Graduate Management Program at CUNEF in Spain.

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Mr. Garrido y Ruano was a member of the steering committee of FerroAtlántica until 2015, having previously served as its Chief Financial Officer from 1996 to 2003. He worked with McKinsey & Company from 1991 to 1996, specializing in restructuring, business development and turnaround and cost efficiency projects globally.

Mr. Garrido y Ruano holds a Masters in Civil Engineering with honors from the Universidad Politécnica de Madrid and an MBA from INSEAD, Fontainebleau, France.

Marta de Amusategui y Vergara

Marta de Amusategui y Vergara was appointed to our Board of Directors as a Non-Executive Director on June 12, 2020. She has been a member of our Audit Committee from that date and a member of the Compensation Committee since June 23, 2021.

Ms. Amusategui has substantial experience in executive and non-executive roles, with a background in business strategy, banking and finance. She is founder and partner of Abrego Capital S.L, providing strategic and financial advisory services, and co-founder of Observatorio Industria 4.0, the professional forum leveraging knowledge and experience to assist businesses, specifically those in the secondary sector, in their digital transformation. She began her career in management consulting and investment banking, serving as Country Executive Officer and General Manager with Bank of America in Spain from 2003 to 2008.

Ms. Amusategui has been a member of the Board of Eland Private Equity, S.G.E.I.C., S.A., a private equity management company specializing in renewable energies, since 2009. She has also held other Board positions in the past, including that of Telvent GIT S.A. (Nasdaq TLVT), the global IT solutions and business information services provider, where she was an independent director from early 2010 until its de-listing following acquisition in December 2011 as well as Eccocar Sharing S.L.

Ms. Amusategui holds an Industrial Engineering degree (MSc equivalent) from Universidad Pontificia de Comillas, Madrid, Spain, an MBA from INSEAD, Fontainebleau, France and a DBA from Universidad Pontificia de Comillas. She has held a number of academic appointments, lecturing in Financing at the Inesdi Business School, Grupo Planeta, in Barcelona, in Managerial Competencies in CUNEF, in Madrid, and in Risk Management on the Non-Executive Directors Program at ICADE Business School, also in Madrid.

Juan Villar-Mir de Fuentes

Juan Villar-Mir de Fuentes was appointed to our Board of Directors as a Non-Executive Director on December 23, 2015.

Mr. Villar-Mir de Fuentes is currently Chairman of Inmobiliaria Espacio, S.A and Grupo Villar Mir, S.A.U. In both companies he served as Vice Chairman since 1996 and since 1999 respectively. He has served as Chairman and Vice Chairman of Obrascon Huarte Lain, S.A and has been serving as a member of the Board of Directors since 1996, first as a member of the Audit Committee and, later, as a  member of its Compensation Committee. He was a Board Director and member of the Compensation Committee of Inmobiliaria Colonial, S.A from June 2014 to May 2017. He also was a member of the Board of Directors and of the Compensation Committee of Abertis Infraestructuras, S.A. between 2013 and 2016.

Mr. Villar-Mir de Fuentes is Patron and member of the Patronage Council of Fundación Nantik Lum and of Fundación Santa María del Camino.

Mr. Villar-Mir holds a Bachelor’s Degree in Business Administration and Economics and Business Management from the Universidad Autónoma de Madrid.

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Belen Villalonga Morenés

Belen Villalonga Morenés was appointed to our Board of Directors as a Non-Executive Director on May 13, 2021. She has been a member of the Audit Committee from that date and served as a member of the Corporate Governance Committee from June 23, 2021 until May 26, 2023, on which date she was appointed to the Nominations and Governance Committee.

Ms. Villalonga is the William R. Berkley Professor of Management and Finance  at New York University’s Stern School of Business. Between 2001 and 2012 she was a faculty member at the Harvard Business School. During 2018-2019 she was a Visiting Professor at Oxford University’s Said Business School. Her teaching, research, and consulting activities are in the areas of corporate governance, strategy, and finance, with a special focus on family-controlled companies. Her award-winning research has been cited over 20,000 times in scholarly articles and international media outlets.

Professor Villalonga is an independent director at Técnicas Reunidas (global engineering firm publicly listed in Spain) as well as at Mapfre USA (insurance). She has previously served as independent director for Acciona (renewable energy and infrastructure), Grifols (biopharma), and Talgo (high-speed trains) and Banco Santander International (private banking).

Ms. Villalonga holds a Ph.D. in Management and an M.A. in Economics from the University of California at Los Angeles, where she was a Fulbright Scholar. She also holds a Ph.D. in Business Economics from the Complutense University of Madrid.

Silvia Villar-Mir de Fuentes

Silvia Villar-Mir de Fuentes was appointed to our Board of Directors as a Non-Executive Director on May 13, 2021. She served as a member of the Compensation Committee from June 23, 2021 until May 26, 2023. Ms. Villar-Mir de Fuentes currently serves on the board of directors of Grupo Villar Mir, a privately held Spanish group with investments across a broad range of diversified industries, which is the beneficial owner of approximately 36% of the Company’s share capital.

Mrs. Villar-Mir de Fuentes is a summa cum laude graduate in Economics and Business Studies, with concentration in finance and accounting, from The American College in London, United Kingdom.

Nicolas De Santis

Nicolas De Santis was appointed to our Board of Directors as a Non-Executive Director on May 13, 2021. He has been a member of the Compensation Committee since June 23, 2021 and served on the Nominations Committee until May 26, 2023, when he was appointed Chair of the Nominations and Governance Committee. Mr. De Santis is a technology entrepreneur, strategist and author with substantial experience in executive and non-executive roles. He is currently the President of Gold Mercury International, the global governance think-tank, and the Founder and Chief Disruption Officer of the Megavisionary Centre for Future Worldbuilding, a strategic hub that provides a systems approach to generating enterprise value for the future.

Mr. De Santis is the creator of Enterprise Visioneering as a strategic field, and he advises multinational corporations and technology start-ups on strategic futures, disruptive innovation, global branding, business model innovation, sustainability and corporate culture transformation.

Previously Mr. De Santis served on the board of publicly traded Lyris Technologies (acquired by AUREA Software in 2015). He also sits on the boards of The Moniker Art Foundation, The IWSC Foundation, and is a trustee of the World Law Foundation, the international organization composed of leading jurists, judges, lawyers, and law firms committed to promoting peace, human rights, and the rule of law.

He began his management career at Landor Associates (now WPP Group). As a technology entrepreneur, he co-founded several high-profile start-ups, including opodo.com, one of Europe’s most successful start-ups, reaching $1.5 billion in gross sales.

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Mr. De Santis is a regular lecturer at business schools and universities on business strategy, global branding, business model innovation and culture transformation, including IE Business School, Madrid and the University of Wyoming. He is the author of Megavision - A revolutionary method to develop long term strategic vision for corporations and ventures.

Rafael Barrilero Yarnoz

Rafael Barrilero Yarnoz was appointed to our Board of Directors as a Non-Executive Director on May 13, 2021. He was appointed Chair of the Compensation Committee and served as a member of the Nominations Committee from June 23, 2021 until May 26, 2023.

Mr. Barrilero Yarnoz has developed his career as a partner of the Mercer consulting firm and as a member of the executive committee, leading the advisory talent and reward service for the boards of the main companies and multinationals. He has also led the business throughout the EMEA. Previously, he led the Watson Wyatt consulting firm in Madrid. He began his career as a lawyer at Ebro Agricolas focused on labour law, before serving as Ebro’s head of human resources. In January 2022 he joined the board of directors of AltamarCAM and Grupo Hedima, as a permanent Senior Advisor. He collaborates with the HAZ foundation, whose mission is to ensure transparency and good corporate governance. He is currently territorial director for Madrid at RibeSalat.

Mr. Barrilero Yarnoz has a law degree from Deusto and a Masters in Financial Economics from ICADE, as well as a Masters in Human Resources by Euroforum-INSEAD.

Family Relationships

Our executive chairman, Javier López Madrid, is married to Silvia Villar-Mir de Fuentes and is the brother-in-law of Juan Villar-Mir de Fuentes.

B.    Compensation

Compensation of executive officers and directors

For the year ended December 31, 2025, the aggregate compensation accrued or paid to the Company’s Executive Directors and Non-Executive Directors for services in all capacities was $2,440,729 million and $1,225,417 million, respectively.

During the year ended December 31, 2025, the total fair value of equity awards granted to directors and executive officers was $0.88 million.

C.    Board Practices

Board composition and election of Directors

As of the date of this Annual Report, our Board of Directors consists of 11 directors, of whom two are executive directors and nine are non-executive directors. The maximum and minimum number of directors is 11 and two respectively. Subject to the approval of the Nominations and Governance Committee, the Chief Executive Officer is nominated as a director by the Board of Directors. Among the directors, Javier López Madrid, Manuel Garrido y Ruano and Juan Villar Mir de Fuentes are Grupo VM nominees. Silvia Villar-Mir de Fuentes was appointed to the Board on May 13, 2021 as a non-executive director who is affiliated with Grupo VM. The remaining non-executive directors are independent.

All directors will stand for re-election at the Company’s annual general meeting expected to be held in June 2026. Any director not so elected or re-elected will stand down. No new executive directors may be appointed without the approval of a majority of Grupo VM nominees and a majority of independent directors.

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Director independence

Under the Articles, as in effect since October 26, 2017, a director is considered independent if he or she is “independent” as defined in the Nasdaq rules and, while Grupo VM and its Affiliates own 10% or more of the Company’s shares, is independent from Grupo VM and its Affiliates. The Board initially reviewed the independence of its then directors in December 2015 and concluded that each of Messrs. Crockett and Eizenstat met the independence requirements of the Nasdaq rules. Messrs. López Madrid, Garrido y Ruano and Villar Mir are GVM Nominees and are not considered to be independent. Ms. Villar Mir is associated with Grupo VM and is not considered to be independent. The independence of Ms. Amusategui was initially confirmed by the Nominations Committee in 2020 and the independence of Ms. Villalonga, Mr. de Santis and Mr. Barrilero was initially confirmed by the Nominations Committee in 2021, in each case prior to their recommendation to the Board for appointment.

Certain approvals of the Board of Directors

Pursuant to the Articles, as in effect since October 26, 2017, the approval of certain matters by our Board of Directors requires the approval of more than a simple majority of directors present.

For as long as Grupo VM or its Affiliates owns 10% or more of our outstanding shares, any transaction, agreement or arrangement between Grupo VM or any of its Affiliates or Connected Persons (as defined in Articles) and the Company or any of its Affiliates (or any amendment, waiver or repeal of any such transaction, agreement or arrangement) requires the approval of a majority of independent, non-conflicted directors.

No new executive directors may be appointed without the approval of a majority of GVM Nominees and a majority of independent directors.

Committees of the Board of Directors

Until May 26, 2023, our Board of Directors had four standing committees: an Audit Committee, a Compensation Committee, a Corporate Governance Committee and a Nominations Committee. Since May 26, 2023, our Board of Directors has had three standing committees: an Audit Committee, a Compensation Committee and a Nominations and Governance Committee. Since such date, all three standing committees are comprised exclusively of independent directors.

Audit Committee

During the year ended December 31, 2025, our Audit Committee consisted of three directors: Mses. Amusategui and Villalonga and Mr. Crockett (as Chair). Mr. Crockett has served as Chairman of the Committee from May 31, 2020. Each of the Audit Committee members meets the requirements of an “audit committee financial expert” under the rules of the SEC and qualifies as a financially sophisticated audit committee member as required by the Nasdaq rules relating to audit committees. Our Board has determined that each of these directors satisfies the enhanced independence requirements for audit committee members required by Rule 10A-3 under the U.S. Exchange Act, and is financially literate as that phrase is used in the additional audit committee requirements of the Nasdaq rules.

Our Audit Committee has the responsibility to: (1) oversee our accounting and financial reporting processes and the audits of our financial statements; (2) monitor and make recommendations to the Board regarding the auditing and integrity of our consolidated financial statements; (3) be directly responsible for the qualification, selection, retention, independence, performance and compensation of our independent auditors, including resolution of disagreements between management and the auditors regarding financial reporting, for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for us, and have the auditors report directly to the Committee; (4) provide oversight in respect of our internal audit and accounting and financial reporting processes; and (5) provide oversight in respect of the Company’s ESG initiatives, cybersecurity and artificial intelligence. The Audit Committee meets at least four times a year. Additional meetings may occur as the Audit Committee or its chair deem advisable.

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Compensation Committee

Since May 26, 2023, our Compensation Committee has consisted of four directors: Ms. Amusategui and Messrs. Barrilero (Chair), Eizenstat and De Santis. Our Board has determined that each of the current committee members meets the heightened independence requirements of compensation committee members under SEC rules.

Our Compensation Committee has responsibility to: (1) evaluate and recommend to the Board for approval the compensation of our directors, executive officers and key employees; (2) oversee directly or indirectly all compensation programs involving the use of our stock; (3) produce a report annually on executive compensation for inclusion in our proxy statement for our annual meeting of shareholders; (4) produce a report annually in compliance with remuneration reporting requirements (i.e., a directors’ remuneration report), in each case in accordance with applicable rules and regulations; and (5) produce, review on an ongoing basis and update as needed, a directors’ remuneration policy. The Compensation Committee meets with such frequency, and at such times, and places and whether in person or electronically/telephonically as it determines is necessary to carry out its duties and responsibilities, but shall meet at least four times annually.

Nominations and Governance Committee

On May 26, 2023, the Company combined the previously separate Nominations Committee and Corporate Governance Committee to create its current Nominations and Governance Committee. Since that date, the Nominations and Governance committee consists of three directors: Ms. Villalonga and Messrs. De Santis (Chair) and Crockett.

This committee has combined the responsibilities of its predecessors and provides guidance to the Board as follows: (a) subject to the provisions of Articles where a different arrangement may be prescribed, identifying and recommending to the Board for nomination individuals qualified to become Board members, consistent with qualification standards and other criteria approved by the Board for selecting directors; (b) reviewing and providing guidance on the independence of nominees, consistent with applicable laws, Nasdaq requirements and the Articles, and monitoring and ensuring that independent non-executive directors continue to meet these applicable independence requirements: (c) reviewing and providing guidance on other nominating issues that the Board desires to have reviewed by the Committee: (d) reviewing and providing guidance on the organization of the Board and its committee structure; (e) reviewing and providing guidance on the self-evaluation procedures of the Board and its committees; (f) reviewing and providing guidance on a conflicts register; (g) reviewing and providing guidance on the Company’s code of conduct; (h) reviewing and providing guidance on the Company’s insider trading policy; (i) reviewing and providing guidance on proposed changes to the Articles; (j) reviewing and making recommendations to the Board on non-executive directors’ compensation; (k) reviewing and agreeing the terms of non-executive directors’ letters of appointment; and (l) considering succession planning, taking into account the challenges and opportunities facing the Company and the skills and expertise needed on the Board in the future, recommending to the Board plans for succession for both executive and non-executive directors.

Senior Independent Director

In October 2017, the Board established the role of Senior Independent Director, to serve in an advisory capacity for the Chairman and to serve as intermediary for the other directors where necessary. Since May 13, 2021, Mr. Crockett has served as Senior Independent Director.

Corporate governance policy

In October 2017, the Board adopted a corporate governance policy (the “Corporate Governance Policy”) under which, while Grupo VM has the right under the shareholders agreement in place between it and the Company to require that at least three members of the Board shall be persons proposed by it to the Nominations and Governance Committee, there shall be at least five directors on the Board who are independent within the meaning of the Company’s Articles. Under this policy the number of independent directors reduces as Grupo VM’s rights to propose persons for nomination to the Board also reduce, it being the Board’s policy that at all times, there is a majority of directors on the Board who are independent. The Corporate Governance Policy was most recently reviewed and renewed by the Board in February 2024.

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D.    Employees

As of December 31, 2025, 2024 and 2023, the Company had 2,920, 3,283 and 3,403 employees respectively, excluding temporary employees. We believe our relations with our employees are generally positive with very minor instances of industrial action in recent times.

The following table shows the number of permanent employees as of December 31, 2025, 2024 and 2023 on a consolidated basis, broken down by region:

[[GREPCENT_TABLE]]
[["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b \u200b \u200b","2025","\u200b \u200b \u200b","2024","\u200b \u200b \u200b","2023"],["North America","","867","","883","","995"],["Spain","","549","","590","","566"],["France","","820","","876","","873"],["South Africa","","256","","431","","465"],["Rest of the world","","428","","503","","504"],["Total number of employees","","2,920","","3,283","","3,403"]]
[[/GREPCENT_TABLE]]

​

Collective bargaining agreements (“CBAs”) are applicable to our operations in Spain, France, South Africa, Argentina, Norway, the United States, Canada and Venezuela. Despite very limited cases of industrial action in countries such as France and Spain, we remain subject to the risk of union disputes and work stoppages at our facilities, which could have a material adverse effect on our business. See “Item 3.D.—Key Information—Risk Factors”.

In Spain, previous furlough arrangements for the years 2022-2024 ended in 2024. We commenced additional idling in late 2025 at our Sabon facility. The reduction in activity will be managed via planned vacation, maintenance activities and training with no expected furloughs planned in 2026.

The Ferroglobe National CBA in Spain applicable to all Spanish operations was due for renewal at the beginning of 2023 and negotiations were initiated accordingly. The existing furlough arrangements in Spain limited progress in CBA negotiations. Industrial action resulted in a limited 24-hour strike, which did not impact our operations. A CBA agreement was completed in September 2024 with effect through December 2025. Local CBA agreements were also signed before December 31, 2024 at all Spanish sites. All agreements are due for renewal in 2026 with negotiations in progress as of the date of this Annual Report.

In France, all employees are covered by the Convention Collective Nationale de la Chimie. This agreement does not have an expiration date. There is a mandatory annual negotiation with the trade unions representing the employees following the new election process in October 2024, primarily to determine compensation and certain other employee-related measures. The 2025 salary negotiation meetings occurred in the first quarter of 2025. The next mandatory negotiations are scheduled for the first half of 2026.

The profit-sharing agreement which was valid since 2016 (called prime d’intéressement) expired in December 2024. A new agreement was renegotiated and signed in June 2025 for the next three years.

At Ferroglobe Mangan Norge AS in Norway, three trade unions are represented among the employees. There is a collective bargaining agreement in place for all trade unions. Negotiations for a new agreement completed in 2025. The agreement is valid for one year and negotiations for a new agreement commence later in 2026.

In South Africa, the wage agreement for the TCM Delmas mine expired in February 2025 with a new one-year wage agreement concluded through February 2026. The mine also underwent a reorganization with five employees retrenched. A two-year wage agreement was concluded for the Emalahleni plant in 2024, which is effective through June 2026. The plant also went through a reorganization and seven employees were retrenched. The Polokwane plant stopped its operations at the end of September 2024 and 106 employees were retrenched between January and June 2025. The plant currently has 15 employees. Overall, 118 employees were retrenched in South Africa in 2025.

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In the United States, the Selma, Alabama facility has been idle since December 2023 with the related CBA expiring in July 2024. Given that the plant continues to remain idle and there are no hourly employees at the facility, there was no renewal of the CBA. The prior CBA at the Alloy West Virginia facility expired in Q1 2025 and has subsequently been renewed for a three-year period. As two of its furnaces have been idled, approximately 30 employees have been retrenched permanently from the plant organization. The CBA for the Bridgeport, Alabama facility was renegotiated in February 2024 and expires in March 2026.

Union employees in Argentina work under an annual National contract valid through April 2026. However, given Argentina's macroeconomic dynamics, salary adjustments are negotiated every three months, including trigger clauses that are activated if inflation exceeds the agreed-upon target.

In Canada, union employees at the Bécancour plant in Québec are covered by a Union Certification held by Unifor 184 and Unifor. The corresponding collective bargaining agreement at the Bécancour facility runs through April 2027.

In the People’s Republic of China, at our Huantie facility (previously known as Yonvey), there is a labor union committee, supervised by the local labor union and required by it to enter into annual agreements on matters such as collective representation, collective salary negotiation and the protection of women’s rights. The collective salary agreement in force at Huantie remains in effect until April 2026, when negotiations will start for a new agreement.

E.    Share Ownership

The following table presents information relating to the beneficial ownership of our ordinary shares as of the date of this Annual Report by each of our named executive officers and directors.

The number of ordinary shares beneficially owned by each entity, person, executive officer or director is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any ordinary shares over which the individual has sole or shared voting power or investment power as well as any ordinary shares that the individual has the right to acquire within 60 days of March 1, 2026 through the exercise of any option, warrant or other right. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all ordinary shares held by that person.

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The percentage of ownership is based on 186,860,517 ordinary shares outstanding as of March 1, 2026. Ordinary shares that may be acquired by an individual or group within 60 days of March 1, 2026, pursuant to the exercise of options, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

[[GREPCENT_TABLE]]
[["\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b \u200b \u200b","Number of Shares","\u200b \u200b \u200b","Percentage of"],["\u200b","\u200b","Beneficially Owned","\u200b","Outstanding Shares"],["Directors and Executive Officers:","","\u200b","","\u200b"],["Javier L\u00f3pez Madrid (1)","","1,296,700","","*"],["Marco Levi","","923,818","","*"],["Beatriz Garcia Cos Munta\u00f1ola (2)","","159,475","\u200b","*"],["Bruce L. Crockett","","46,000","","*"],["Stuart E. Eizenstat","","72,121","","*"],["Manuel Garrido y Ruano","","870","","*"],["Marta de Amusategui y Vergara","","78,220","","*"],["Silvia Villar-Mir de Fuentes","","73,990","","*"],["Juan Villar-Mir de Fuentes","\u200b","\u2014","\u200b","\u2014"],["Rafael Barrilero Yarnoz","\u200b","\u2014","\u200b","\u2014"],["Nicolas De Santis","\u200b","\u2014","\u200b","\u2014"],["Belen Villalonga","\u200b","\u2014","\u200b","\u2014"],["Directors and Executive Officers as a Group","","2,651,194","","\u200b"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["*","Less than one percent (1%)"]]
[[/GREPCENT_TABLE]]

(1)Includes (a) 28,117 shares issuable upon exercise of options over ordinary shares which options which expire on November 24, 2026; (b) 70,464 shares issuable upon exercise of options over ordinary shares which options which expire on June 11, 2027; (c) 46,777 shares issuable upon exercise of options over ordinary shares which options which expire on March 20, 2028; (d) 23,066 shares issuable in concept of deferred bonus which is exercisable until June 24, 2028; (e) 110,113 shares issuable upon exercise of options over ordinary shares which options expire on March 13, 2029; (f) 432,771 shares issuable upon exercise of options over ordinary shares which options expire on December 16, 2030; and (g) 385,611 shares issuable upon exercise of options over ordinary shares which options expire on September 9, 2031.

(2)Includes 127,183 shares issuable upon exercise of options over ordinary shares which options expire on September 9, 2031.

​

The options referred to above were issued under the Ferroglobe PLC Equity Incentive Plan (EIP) under which awards may be made to selected employees of the Company. Awards under the EIP have been made to members of senior management, including to Mr. López Madrid, Mr. Levi and Ms. Garcia-Cos, over ordinary shares in the capital of the Company and have a strike price of nil, except the options granted in 2021 which have a strike of $0.01. The options vest and become exercisable three years from the date of grant, except in the case of the options granted in 2020 which vested and became exercisable four years from the date of grant, in each case to the extent that performance conditions are satisfied, and subject to continued service with the Company, remain exercisable until the tenth anniversary of their grant date. In the case of the options granted in 2021 the options vested on January 1, 2024.

​

F.    Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

Not applicable.

​

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ITEM 7.       MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.    Major Shareholders

The following table presents information relating to the beneficial ownership of our ordinary shares as of the date of this Annual Report by:

[[GREPCENT_TABLE]]
[["","\u25cf","each person, or group of affiliated persons, known by us to own beneficially 5% or more of our outstanding ordinary shares."]]
[[/GREPCENT_TABLE]]

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Percentage of ownership is based on 186,860,517 shares outstanding (excluding those held in Treasury).

[[GREPCENT_TABLE]]
[["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b \u200b \u200b","Number of Shares","\u200b \u200b \u200b","Percentage of","\u200b"],["\u200b","\u200b","Beneficially Owned","\u200b","Outstanding Shares","\u200b"],["Grupo Villar Mir, S.A.U. 1","","67,515,434","","36.1","%"],["Cooper Creek Partners Management LLC 2","\u200b","14,921,946","\u200b","8.0","%"],["Hosking Partners LLP 3","\u200b","10,633,729","\u200b","6.0","%"]]
[[/GREPCENT_TABLE]]

​

1Based on information set forth in a Schedule 13G/A filed with the SEC by Grupo Villar Mir, S.A.U on October 28, 2024. The address of Grupo Villar Mir, S.A.U. is Torre Espacio, Paseo de la Castellana, 259 D, Planta 46N, 28046 Madrid, Spain.

2Based on information set forth in a Schedule 13G/A filed with the SEC by Cooper Creek Partners Management LLC on February 17, 2026. The address of Cooper Creek Partners Management LLC is 501 Madison Avenue, Suite 302, New York, NY 10022.

3Based on information set forth in a Schedule 13G/A filed with the SEC by Hosking Partners LLP on April 15, 2025. The address of Hosking Partners LLP is 11 Charles II Street, London, SW1Y 4QU, UK.

​

As of December 31, 2025, 2024 and 2023, the percentage of ownership of Grupo Villar Mir, S.A.U was 36.1%, 36.2% and 40.1% respectively. For more information about Grupo VM’s influence over the Company, see “Item 7.B.—Related Party Transactions—Grupo VM shareholder agreement”.

The Company’s shareholders do not have different voting rights.

As of March 1, 2026, Ferroglobe had four record holders in the United States, holding all of our outstanding shares. One of these shareholders is Cede & Co, the nominee of The Depository Trust Company. The shares held by Cede & Co as record holder are beneficially owned by U.S. holders and non-U.S. holders.

B.    Related Party Transactions

The following includes a summary of material transactions with any: (i) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with us, (ii) associates, (iii) individuals owning, directly or indirectly, an interest in the voting power of the Company, that gives them significant influence over us, and close members of any such individual’s family, (iv) key management personnel, including directors and senior management of such companies and close members of such individuals’ families or (v) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (iii) or (iv) or over which such person is able to exercise significant influence.

​

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Grupo VM shareholder agreement

On November 21, 2017, we entered into an amended and restated shareholder agreement with Grupo VM (the “Grupo VM Shareholder Agreement”), as amended on January 13, 2021, and July 29, 2021 that contains various rights and obligations with respect to Grupo VM’s ordinary shares, including in relation to the appointment of directors and dealings in the Company’s shares. It sets out a maximum number of directors (the “Maximum Number”) designated by Grupo VM (each, a “Grupo VM Director”) dependent on the percentage of share capital in the Company held by Grupo VM. The Maximum Number is three, if Grupo VM’s percentage of the Company’s shares is greater than 25%; two if the percentage is greater than 15% but less than 25%; and one if the percentage is greater than 10% but less than 15%. As at the date of this Annual Report, the Board of Directors of the Company has three Grupo VM Directors pursuant to the Grupo VM Shareholder Agreement: Javier López Madrid, Juan Villar-Mir de Fuentes and Manuel Garrido y Ruano. Additionally, Silvia Villar-Mir de Fuentes is affiliated with Grupo VM.

Under the Grupo VM Shareholder Agreement, Grupo VM has the right to submit the names of one or more director candidates (a “Grupo VM Nominee”) to the Nominations Committee (now referred to as the Nominations and Governance Committee) for consideration to be nominated or appointed as a director as long as it holds 10% or more of Company’s shares. If the Nominations Committee does not recommend a Grupo VM Nominee for nomination or appointment or if the requisite approval of the Board of Directors is not obtained in accordance with the Articles, Grupo VM shall, in good faith, and as promptly as possible but in all cases within 30 days, submit the names of one or more additional (but not the same) Grupo VM Nominees for approval. Grupo VM shall continue to submit the names of additional (but not the same) Grupo VM Nominees until such time as the favorable recommendation of the Nominations Committee and requisite approval of the Board of Directors are obtained. On December 23, 2015, Grupo VM designated Javier López Madrid to serve as the Executive Vice-Chairman of the Board in connection with the closing of the Business Combination. Upon the resignation of Alan Kestenbaum as Executive Chairman of the Board, Mr. López Madrid was appointed as Executive Chairman of the Board effective December 31, 2016. Mr. López Madrid was Chairman of the Nominations Committee until it was replaced by the Nominations and Governance Committee on May 26, 2023.

The Board of Directors are prohibited from filling a vacancy created by the death, resignation, removal or failure to win re-election (a “Casual Vacancy”) of a Grupo VM Director other than with a Grupo VM Nominee. Grupo VM shall have the right to submit a Grupo VM Nominee for appointment to fill a Casual Vacancy only if the Casual Vacancy was created by the death, resignation, removal or failure to win re-election of a Grupo VM Director. Grupo VM does not have the right to submit a Grupo VM Nominee for appointment to fill a Casual Vacancy if the number of Grupo VM Directors equals or exceeds the Maximum Number. In connection with any meeting of shareholders to elect directors, the number of Grupo VM Nominees in the slate of nominees recommended by the Board of Directors must not exceed the Maximum Number.

Subject to certain exceptions, Grupo VM has preemptive rights to subscribe for up to its proportionate share of any shares issued in connection with any primary offerings. The Grupo VM Shareholder Agreement (i) also restricts the ability of Grupo VM and its affiliates to acquire additional shares and (ii) contains a standstill provision that limits certain proposals and other actions that can be taken by Grupo VM or its affiliates with respect to the Company, in each case, subject to certain exceptions, including prior Board approval. The Grupo VM Shareholder Agreement also restricts the manner by which, and persons to whom, Grupo VM or its affiliates may transfer shares. On February 3, 2016, during an in person meeting of our Board, the Board approved the purchase of up to 1% of the shares by Javier López Madrid in the open market pursuant to Section 5.01(b)(vi) of the Grupo VM Shareholder Agreement.

The Grupo VM Shareholder Agreement will terminate on the first date on which Grupo VM and its affiliates hold less than 10% of the outstanding Shares.

Agreements with executive officers and key employees

We have entered into agreements with our executive officers and key employees. See “Item 6.A.—Directors, Senior Management and Employees—Directors, Senior Management and Employees.”

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VM Energía and Energya VM

Under contracts entered into with Ferroglobe Spain Metals, S.A.U. (“Ferroglobe Spain Metals”) and Ferroglobe Monzón, S.L. (“Ferroglobe Monzón”), Villar Mir Energía, S.L.U. (“VM Energía”) or Energya VM Gestión de Energía, S.L.U. (“Energya VM”), as applicable, supplies the energy needs of the Boo, Sabón and Monzón electrometallurgy facilities as a broker in the wholesale power market. The contracts were first entered into in 2010 and have been renewed several times since. The contracts allow the group subsidiaries to buy energy from the grid at market conditions without incurring costs normally associated with operating in the complex wholesale power market, as well as to apply for fixed price arrangements in advance from VM Energía or Energya VM, as applicable, based on the energy markets for the power, period and profile applied for. The contracts have a term of one year, which can be extended by the mutual consent of the parties to the contract. The agreements were renewed for an additional year in December 2024. The relevant contracting party within the Ferroglobe group pays VM Energía a service charge in addition to paying for the cost of energy purchase from the market. New agreements were entered into between Ferroglobe Spain Metals, Ferroglobe Monzón and Energya VM, with the effective date of January 1, 2025, for the supply of energy needs of the Boo, Sabón and Monzón electrometallurgy facilities as a broker in the wholesale power market, including the voltage control center service. These agreements replace the ones entered into in 2010. For the fiscal year ended December 31, 2025, Ferroglobe Spain Metals and Ferroglobe Monzón’s obligations to make payments to VM Energía or Energya VM under their respective agreements for the purchase of energy plus the service charge amounted to $40,538 thousand and $12,920 thousand, respectively ($45,053 thousand and $9,763 thousand, respectively, in 2024 and $24,635 thousand, $10,691 thousand, respectively, in 2023). These contracts are similar to contracts Ferroglobe Spain Metals signs with other third-party brokers.

Under contracts entered into with Ferroglobe Ramsa Mining, S.A. (“RAMSA”) and Ferrroglobe Cuarzos Industriales Mining S.A.U. (“CISA”), Energya VM supplies the energy needs of the mining facilities operated by those companies as a broker in the wholesale power market. The contracts were entered into in 2010 and 2012 and were most recently extended for an additional year in December 2024. New agreements were entered into between RAMSA, CISA and Energya VM, with the effective date of January 1, 2025, for the supply of energy needs of the mining facilities operated by those companies. These agreements replace the ones entered into in 2010 and 2012 respectively. Additionally, a new agreement was entered into between Ferroglobe Advanced Materials and Energya VM, with the effective date of January 1, 2025, for the supply of energy needs of the facility in Puertollano.

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In June 2020, Ferroglobe Monzón and VM Energía entered into a collaboration agreement by virtue of which VM Energía is allowed to use Monzón’s grid connection point and high voltage electrical assets for a PV installation project, electricity from which will be supplied to Ferroglobe Monzón. This agreement was terminated in December 2025.

In February 2021, FerroAtlántica de Sabón and VM Energía entered into a collaboration agreement by virtue of which VM Energía is allowed to use Sabón’s grid connection point and high voltage electrical assets for a PV installation project, electricity from which will be supplied to FerroAtlántica de Sabón. On September 30, 2021, Ferroglobe Spain Metals (formerly Grupo FerroAtlántica, S.A.U) absorbed its subsidiary FAU Sabón assuming all the rights and obligations derived from this contract.

In December 2021, Ferroglobe Spain Metals entered into an agreement with VM Energía to assist in the identification of counterparties and intermediation for the closing of long-term power purchase agreements. The agreement extended for a new three-month period and automatic renewals with a thirty day prior notice for its termination. This obligation from this prior agreement was later included in the three PPAs entered into on December 27, 2023 by Ferroglobe Spain Metals and VM Energía, and as such this agreement was terminated.

From March 1, 2023 to May 31, 2023, Ferroglobe Spain Metals entered into eleven swap contracts with Energya VM, its current power supplier, to pay a fix cost for the energy supplied to Sabón during those months.  The framework agreement to execute swap transactions during 2024 was extended and Ferroglobe Spain Metals entered into 10 swap contracts with Energya VM during 2024. The framework agreement to execute swap transactions during 2025 was extended again and Ferroglobe Spain Metals entered into 35 swap contracts with Energya VM during 2025.

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In September 2023, Ferroglobe Spain Metals and Ferroglobe Monzón entered into voltage control center agreements for the three plants, Boo, Sabón and Monzón, necessary for the participation in the Active Response Demand system effective from January 2024. These agreements were terminated effectively on December 31, 2024 for the purpose of the newly executed supply agreements mentioned above.

In October 2023, Ferroglobe Spain Metals and Energya VM entered into a Power Purchase Agreement (PPA). Under this PPA, Energya VM supplies 30,000 MWh/year from November 1, 2023, to June 30, 2027.

In December 2023, Ferroglobe Spain Metals and VM Energía entered into three PPAs Under those PPAs, VM Energía, or a VM Energía subsidiary, will supply to Sabón 285,000 MWh/year on a pay as produced basis during 10 years from the commencement of operation of the plants which is expected in 2028. One of the three PPAs entered into between Ferroglobe Spain Metals and VM Energía was terminated in 2025.

In November 2024, Ferroglobe Spain Metals and Mowe Eólica, a VM Energía subsidiary, entered into a PPA. Under this PPA, VM Energía, or a VM Energía subsidiary, will supply to Sabón 35,400 MWh/year on a pay as produced basis during 10 years from the commencement of operation of the plants which is expected in 2029.

In September 2025, Ferroglobe Spain Metals and Energya VM entered into Guarantees of Origin contracts for the year 2025 and through 2028.

In December 2025, Ferroglobe Monzón, Mowe Energia X, S.L.U., and Mowe Energia XI, S.L.U. entered into a Collaboration agreement for the use by VME of Monzon’s grid connection point and high voltage electrical assets for PV installation project, electricity from which is supplied to Ferroglobe Monzón.

In December 2025, Ferroglobe Monzón and Mowe Energia XI, S.L.U. entered into a PPA with a 30-year term, effective from the commissioning of the PV installation Project. Under this PPA, Mowe Energía or a VM Energía subsidiary, will supply to Monzón 40 MWh/year.

Other agreements with other related parties

Under the terms of a loan agreement entered into on July 24, 2015 between Ferroglobe Spain Metals (formerly FerroAtlántica) and Inmobiliaria Espacio, S.A. (“IESA”), the ultimate parent of Grupo VM, FerroAtlántica extended to IESA a credit line for treasury purposes of up to $20 million, of which $2.6 million (the “Loan”) remained outstanding. The Company wrote off this amount during the fiscal year ended December 31, 2024. The credit line runs year on year for a maximum period of 10 years and amounts outstanding under it (including the Loan) bear interest annually at the rate equal to the EURIBOR three-month rate plus 2.75 percentage points.

Calatrava RE, a Luxembourg affiliate of Grupo VM, is a reinsurer of the Company’s global marine and property insurance programs. The property and marine cargo insurances are placed with Mapfre Global Risks S.A. with whom the Company contracts for the provision of this insurance. There are no contracts directly in place between the Company and Calatrava RE.

In June 2025, Ferroglobe Spain Metals and Ferroglobe Innovation entered into a Research and Development (R&D) project known as SINCER, together with Técnicas Reunidas, Autlan, Sidenor, Simantec, and Repsol. The aim of the project is to promote the circularity of key and critical metals from industrial waste. The project will be carried out from 2026 to 2029 through a consortium. Técnicas Reunidas will focus on the recovery processes, while Ferroglobe will concentrate on the recovery of manganese and silicon from its own waste as well as from waste generated by Sidenor and Autlan.

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In June 2025, Ferroglobe Spain Metals and Ferroglobe Innovation entered into an R&D project known as CHAINERGY, together with Técnicas Reunidas, Autlan, Hi Iberia, RIMSA, and GHESA. The aim of the project is to develop a sustainable value chain and advance technology for critical raw materials, energy generation, and storage in computation-intensive applications. The project will be carried out from 2026 onwards. Técnicas Reunidas will focus on developing advanced recovery processes from waste generated by different types of batteries and thermoelectric generators, while Ferroglobe will concentrate on researching silicon-based materials for thermoelectric generators.

C.    Interests of Experts and Counsel

Not applicable.