Annual Report for Fiscal Year Ending December 31, 2025 (Form 20-F)

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. Operating Results

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.

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."

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

​

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.

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.

​

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:

North America - Silicon Metals

​

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.

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

​

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.

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

​

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.

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.

Europe - Silicon Metals

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.

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

​

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.

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

​

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.

South Africa - Silicon Alloys

​

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

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

​

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.

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.

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

​

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:

​

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:

⁽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.

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.

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.

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:

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:

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.

​

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.

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:

​

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.