12.  Equity

Share capital

Ordinary shares are classified in equity in the consolidated statements of financial position. Each time a share premium is paid to the Company for an issued share, the respective share premium is allocated to the share premium account.

During the year ended December 31, 2025, the Company declared four interim dividend payments of $0.014 per share, paid on March 26, June 26, September 29, and December 29, and each totaling $2,612 thousand, respectively, distributed as cash payments through reserves. As of December 31, 2025, all dividends declared were paid. During the year ended December 31, 2024, the Company declared four interim dividend payments of $0.013 per share, totaling $9,758 thousand, distributed as cash payments through reserves.

As of December 31, 2025, one of the companies in partnership with a non-controlling interest, WVA Manufacturing, LLC (WVA), distributed earnings to the non-controlling interest totaling $12,740 thousand. As of December 31, 2024, Quebec Silicon Limited Partnership distributed earnings to the non-controlling interest totaling $2,917 thousand. These were classified as cash flow from operating activities, for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, there were 188,882,316 ordinary shares in issue with a par value of $0.01, for a total issued share capital of $1,962 thousand. The Company held 2,021,799 ordinary shares in treasury (2024: 1,536,435). In addition to the issued ordinary shares, the Company has authorized but unissued shares of 17,425,291 as of December 31, 2025.

As of December 31, 2025, the Company’s largest shareholders are as follows:

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Share Repurchase Program

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At the annual general meeting on June 18, 2024, shareholders granted authority to the Company to effect share repurchases. The Company is accordingly authorized for a period of five years to enter into contracts with appointed brokers under which the Company may undertake purchases of its ordinary shares  provided that (i) the maximum aggregate number of ordinary shares hereby authorized to be purchased is 37,776,463, representing approximately 20% of the issued ordinary share capital, and (ii) additional restrictions under applicable U.S. securities laws are substantially complied with, including (but not limited to) the pricing limitations under Rule 10b-18(b)(3) of the U.S. Exchange Act, the volume limitations under Rules 10b-18(b)(4) and 10b18(c)(2) of the Exchange Act, the timing limitations under Rules 10b-18(b)(2) and 10b-18(c)(1) and the requirements with respect to the use of brokers or dealers under Rule 10b-18(b)(1) of the U.S. Exchange Act.

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For the years ended December 31, 2025 and 2024, the Company repurchased a total of 1,320,442 shares and 598,207 shares, for total consideration of $4,690 thousand and $2,428 thousand, respectively. The average price paid per share in 2025 was $3.55 and $4.06 in 2024. The shares repurchased remained held in treasury at December 31, 2025 and 2024.

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Reserves

The change in reserves is as follows:

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The share-based payments reserve is used to recognize the value of equity-settled share-based payments provided to employees, including key management personnel, as part of their remuneration. Refer to Note 27 for further details of these plans.

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Other reserves primarily include impacts from our business combination in 2015 and a capital reduction in 2016.

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Valuation adjustments

Valuation adjustments comprise the following at December 31:

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Changes in actuarial gains are due to remeasurements of the net defined benefit liability, see Note 15.

Capital management

The Company’s primary objective is to maintain a balanced and sustainable capital structure through the industry’s economic cycles, while keeping the cost of capital at competitive levels to fund the Company’s growth. The main sources of financing are as follows:

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Non-controlling interests

The changes in non-controlling interests in the consolidated statements of financial position as of December 31, 2025 and 2024 were as follows:

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WVA was formed on October 28, 2009 as a wholly-owned subsidiary of Ferroglobe USA (formerly Globe), Inc. On November 5, 2009, Ferroglobe USA sold a 49% membership interest in WVA to Dow Corning Corporation (Dow), an unrelated third party. As part of the sale, the companies established an operating and output and supply agreement. The output and supply agreement states that of the silicon metal produced by WVA, 49% will be sold to Dow and 51% to Ferroglobe USA, which represents each member’s ownership interest, at a price equal to WVA’s actual production cost plus $100 per metric ton, which can vary based on mutual agreement. The agreement will automatically terminate upon the dissolution or liquidation of WVA in accordance with the partnership agreement between Ferroglobe USA and Dow. As of December 31, 2025 and 2024, the balance of non-controlling interest related to WVA was $51,936 thousand and $65,576 thousand, respectively.

Quebec Silicon Limited Partnership (QSLP), formed under the laws of the Province of Québec on August 20, 2010, is managed by its general partner, Quebec Silicon General Partner Inc., which is 51% property of Ferroglobe. QSLP owns and operates the silicon metal operations in Bécancour, Québec. QSLP’s production output is subject to a supply agreement, which sells 51% of the production output to Ferroglobe Canada ULC and 49% to Dow. These sales align with each member’s ownership interest, at a price equal to QSLP’s actual production cost plus CAD 50 per metric ton. As of December 31, 2025 and 2024, the balance of non-controlling interest related to QSLP was $49,184 thousand and $45,938 thousand, respectively.

Despite the fact that we have the majority holding in each entity, we have exercised judgement in assessing whether we control the entities. The judgement is based on a detailed review of the shareholder and partnership agreements between us and Dow and the output and supply agreements, the composition of the Boards and Operating Committees of the entities together with voting rights and protocols, how decisions over the relevant activities are made in the context of the contractual arrangements and whether certain rights granted to Dow are substantive or protective in nature. We have concluded that we have control of these entities. Consequently, we continue to consolidate the results and net assets of these entities and show Dow’s interests as a non-controlling interest in the consolidated financial statements.

The following table summarizes the information relating to each of these subsidiaries, before any intra-group eliminations:

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