Ferroglobe PLC 2026年年度报告和过渡报告

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 thoseSections. 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 this chapter)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 accelerated filer,”“accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.: If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards† provided pursuant to Section 13(a) 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 COMPANY44ITEM4A.UNRESOLVED STAFF COMMENTS75ITEM5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS75ITEM6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES97ITEM7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS108ITEM8.FINANCIAL INFORMATION112ITEM9.THE OFFER AND LISTING114ITEM10. ADDITIONAL INFORMATION115ITEM11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.128ITEM12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.132PARTII133ITEM13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.133ITEM14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USEOF PROCEEDS.133ITEM15. CONTROLS AND PROCEDURES.133ITEM16.[RESERVED]135ITEM16A.AUDIT COMMITTEE FINANCIAL EXPERT.135ITEM16B.CODE OF ETHICS.136ITEM16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES.136ITEM16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.137ITEM16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATEDPURCHASERS.137ITEM16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT.137ITEM16G.CORPORATE GOVERNANCE.137ITEM16H.MINE SAFETY DISCLOSURE138ITEM16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTINSPECTIONS138ITEM16J.INSIDER TRADING POLICIES138ITEM16K.CYBERSECURITY139PARTIII141ITEM17. FINANCIAL STATEMENTS.141ITEM18. FINANCIAL STATEMENTS.141ITEM19. EXHIBITS.141 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 Exchange Actof 1934, as amended, and as defined in the Private Securities Litigation Reform Act of 1995. Theseforward-looking statements include, but are not limited to, all statements other than statements of historicalfacts contained in this Annual Report, including, without limitation, those regarding our future financialposition and results of operations, our strategy, plans, objectives, goals and targets, future developments inthe markets in which we operate or are seeking to operate or anticipated regulatory changes in the marketsin which we operate or intend to operate. These statements are often, but not always, made through the useof 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 similarexpressions. By their nature, forward-looking statements involve risks and uncertainties because they relate to eventsand depend on circumstances that may or may not occur in the future. Forward-looking statements are notguaranteesof future performance and are based on numerous assumptions.Our actual results ofoperations, financial condition and the development of events may differ materially from (and be morenegative than) those made in, or suggested by, the forward-looking statements. Investors should read thesection entitled “Item3.D.—Key Information—Risk Factors” and the description of our segments in thesection entitled “Item4.B.—Information on the Company—Business Overview” for a more completediscussion of the factors that could affect us. All such forward-looking statements involve estimates andassumptions that are subject to risks, uncertainties and other factors that could cause actual results to differmaterially from the results expressed in, or suggested by, the statements. Among the key factors that couldcause actual results to differ materially from those projected