Ferroglobe PLC 2025年年度报告和过渡报告

Ordinary Shares (nominal value of $0.01) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes◻No⌧ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d)of the Securities Exchange Act of 1934.Yes◻No⌧ Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section13 or 15(d)of the Securities Exchange Act of 1934 from their obligations under Indicate by check mark whether the Registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12months (orfor such shorter period that the Registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes⌧No◻ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405 of thischapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes⌧No◻ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large acceleratedfiler,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.: TABLE OF CONTENTS CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS1PARTI5ITEM1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS5ITEM2.OFFER STATISTICS AND EXPECTED TIMETABLE5ITEM3.KEY INFORMATION5ITEM4.INFORMATION ON THE COMPANY40ITEM4A.UNRESOLVED STAFF COMMENTS68ITEM5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS68ITEM6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES88ITEM7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS99ITEM8.FINANCIAL INFORMATION102ITEM9.THE OFFER AND LISTING104ITEM10.ADDITIONAL INFORMATION105ITEM11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.118ITEM12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.121PARTII122ITEM13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.122ITEM14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS ANDUSE OF PROCEEDS.122ITEM15.CONTROLS AND PROCEDURES.122ITEM16.[RESERVED]126ITEM16A.AUDIT COMMITTEE FINANCIAL EXPERT.126ITEM16B.CODE OF ETHICS.126ITEM16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES.126ITEM16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.127ITEM16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATEDPURCHASERS.127ITEM16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT.128ITEM16G.CORPORATE GOVERNANCE.128ITEM16H.MINE SAFETY DISCLOSURE128ITEM16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTINSPECTIONS128ITEM16J.INSIDER TRADING POLICIES129ITEM16K.CYBERSECURITY129PARTIII131ITEM17.FINANCIAL STATEMENTS.131 ITEM18.FINANCIAL STATEMENTS.131ITEM19.EXHIBITS.131 CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS This Annual Report includes statements that are, or may be deemed to be, forward-looking statementswithin the meaning of the securities laws of certain applicable jurisdictions. These forward-lookingstatements are made under the “safe harbor” provision under Section21E of the Securities ExchangeAct of 1934, as amended, and as defined in the Private Securities Litigation Reform Act of 1995.These forward-looking statements include, but are not limited to, all statements other than statementsof historical facts contained in this Annual Report, including, without limitation, those regarding ourfuture financial position and results of operations, our strategy, plans, objectives, goals and targets,future developments in the markets in which we operate or are seeking to operate or anticipatedregulatory changes in the markets in which we operate or intend to operate. These statements areoften, but not always, made through the use of words or phrases such as “believe,” “anticipate,”“could,” “may,” “would,” “should,” “intend,” “plan,” “potential,” “predict(s),” “will,” “expect(s),”“estimate(s),”“project(s),”“positioned,”“strategy,”“outlook,”“aim,”“assume,”“continue,”“forecast,” “guidance,” “projected,” “risk” and similar expressions. By their nature, forward-looking statements involve risks and uncertainties because they relate toevents and depend on circumstances that may or may not occur in the future. Forward-lookingstatements are not guarantees of future performance and are based on numerous assumptions. Ouractual results of operations, financial condition and the development of events may differ materiallyfrom (and be more negative than) those made in, or suggested by, the forward-looking statements.Investors should read the section entitled “Item3.D.—Key Information—Risk Factors” and thedescription of our segments in the section entitled “Item4.B.—Information on the Company—Business Overview” for a more complete