UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the Month of February 2023

Commission File Number: 001-37668

FERROGLOBE PLC

(Name of Registrant)

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13 Chesterfield Street,

London W1J 5JN, United Kingdom

(Address of Principal Executive Office)

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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):      ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):      ☐

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This Form 6-K consists of the following materials, which appear immediately following this page:

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This Form 6-K is being furnished for the purpose of incorporating by reference the information in this Form 6-K into (a) Registration Statement No. 333-208911 on Form S-8, (b) Registration Statement No. 333-259445 on Form F-3, (c) Registration Statement No. 333-258254 on Form F-3 and (d) Registration Statement No. 333-255973 on Form F-3 and related prospectuses, as such registration statements and prospectuses may be amended from time to time.

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Ferroglobe Reports Fourth Quarter and Record Full Year 2022 Financial Results

LONDON, February 22, 2023 (GLOBE NEWSWIRE) – Ferroglobe PLC (NASDAQ: GSM) (“Ferroglobe”, the “Company”, or the “Parent”), a leading producer globally of silicon metal, silicon-based and manganese-based specialty alloys, today announced financial results for the fourth quarter and full year 2022.

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Introducing 2023 adjusted EBITDA guidance of approximately $290 million

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FINANCIAL HIGHLIGHTS

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BUSINESS HIGHLIGHTS
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Dr. Marco Levi, Ferroglobe’s Chief Executive Officer, commented, “2022 was a record year for Ferroglobe with revenue and adjusted EBITDA at the highest in the Company’s history.  Our strong performance was the result of strong prices and demand early in the year followed by a weaker environment in the second half, driven by sluggish activity in our end markets.  Our performance in 2022 was amplified by the improvements we have made to the business through our value creation plan.  The value creation plan has generated approximately $150 million of cost savings and an additional $40 million in commercial excellence on a run-rate basis, and is projected to increase to $225 million by the end of 2023.

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“The prospects for Ferroglobe have never been stronger.  We have optimized the cost structure of the Company to enable us to outperform throughout the cycle.  In addition, we are well positioned to capitalize on several trends taking place in the market that will drive growth in the coming years.  We expect the battery market for electric vehicles and the solar market presents an extraordinary opportunity, driven by the need for high purity silicon.  The use of silicon in batteries is still in its early stages of development and we expect to see significant growth as this technology is perfected.  We are currently partnered with battery developers and have recently started production, albeit at low volumes.  Solar is another market that requires high purity silicon, which represents an enormous market that we expect to continue to capitalize on, particularly as the trend to onshoring gains momentum.

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“In 2022, we added an additional 22k tons at our Selma, Alabama facility and are currently in the process of completing a 55k ton expansion at our Polokwane, South Africa plant.  These capacity additions required minimal investment and enabled us to expand our access to low-cost silicon metal, enhancing our flexible global footprint enabling us to move volume to optimize our cost of production.  During recent periods of extreme energy volatility, particularly in Europe, we were able to minimize our exposure by moving production from Spain and France to lower cost regions.  This flexibility enabled us to lower our costs and still service our customers.

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“Given our insights into customer orders and end markets, we expect the first quarter to be down from Q4, but increase throughout the remainder of the year.  In an effort to provide more insight to investors, we are introducing adjusted EBITDA guidance for 2023, which we expect to be approximately $270 million to $300m,” concluded Dr. Levi.

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Fourth Quarter and Full Year 2022 Financial Highlights

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Sales

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In the fourth quarter of 2022, Ferroglobe reported net sales of $448.6 million, a decrease of 24% over the prior quarter and a decrease of 21% over the year-ago period.  For the full year 2022, sales were $2.6 billion versus $1.8 billion in the prior year, an increase of 46%.  The decrease in our fourth quarter results is primarily attributable to lower volumes across our product portfolio, and lower pricing in our main products. The $145 million decrease in sales over the prior quarter was primarily driven by silicon metal, which accounted for $80 million of the decrease, silicon-based alloys, which accounted for $52 million and manganese-based alloys, which accounted for $7 million.  The increase in sales for the full year 2022 was driven by higher volumes and a significant increase in prices, particularly during the first half of the year.

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Raw materials and energy consumption for production

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Raw materials and energy consumption for production was $281.3 million in the fourth quarter of 2022 versus $285.2 million in the prior quarter, a decrease of 1%. As a percentage of sales, raw materials and energy consumption for production was 63% in the fourth quarter of 2022 versus 48% in the prior quarter. This variance was mainly due to higher energy costs, higher raw material costs and lower fixed cost absorption as a result of the decrease in production in France.  For full year 2022, raw materials and energy consumption for production was $1.3 billion, or 49% of sales, versus $1.2 billion, or 67% of sales.  The improvement in these costs as a percent of sales was driven by operating leverage as a result of higher pricing.

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Net Income (Loss) Attributable to the Parent

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In the fourth quarter of 2022, net profit attributable to the parent was $25.3 million, or $0.13 per diluted share, compared to a net profit attributable to the parent of $97.6 million, or $0.52 per diluted share in the third quarter.  For the full year 2022, net profit attributable to the parent was $459.5million, or $2.43 per diluted share, compared to negative $110.6 million, or negative $0.63.eps

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Adjusted EBITDA

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In the fourth quarter of 2022, Adjusted EBITDA was $130.4 million, or 29% of sales, a decrease of 30% compared to adjusted EBITDA of $185.3 million, or 31% of sales in the third quarter of 2022. The decrease in the fourth quarter of 2022 Adjusted EBITDA as a percentage of sales is primarily attributable to a decrease in sales volumes and prices.

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For the full year 2022, Adjusted EBITDA was $860.1 million, or 33% of sales, compared to Adjusted EBITDA of $179.3 million, or 10% of sales, for the full year 2021.

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Total Cash

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The total cash balance was $322.9 million as of December 31, 2022, up $86.1 million from $236.8 million as of September 30, 2022.

During the fourth quarter of 2022, we generated positive operating cash flow of $118.1 million, had negative cash flow from investing activities of $24.5 million, and $7.7 million in negative cash flow from financing activities.

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Total Working Capital

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Total working capital was $705.9 million at December 31, 2022, decreasing from $717.3 million at September 30, 2022.  The $11.5 million decrease in working capital during the quarter was due primarily to a decrease in inventories.

Beatriz García-Cos, Ferroglobe’s Chief Financial Officer, commented, “Our balance sheet improved dramatically in the fourth quarter as we continued to reduce our net debt balance from $194 million in the third quarter to $137 million, an improvement of $57 million.  This improvement was a result of strong cash flow generation, aided by a reduction in working capital.  We expect the release working capital to continue in the first and second quarters of 2023 driving continued improvement to our balance sheet.  

“We are targeting a positive net cash position in 2023.  As our balance sheet continues to improve, we are focused on optimizing our capital structure and how best to return money to our shareholders,” concluded Mrs. García-Cos.
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Product Category Highlights

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Silicon Metal

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Silicon metal revenue in the fourth quarter was $183.7 million, a decrease of 30.4% over the prior quarter.  The average realized selling price decreased by 10.8%, primarily due to a pricing market decline of 22% in the US and 8% in Europe. Total shipments decreased due to weak demand in chemicals and aluminum in Europe. Adjusted EBITDA for silicon metal decreased to $89.1 million during the fourth quarter, a decrease of 21.3% compared with $113.2 million for the prior quarter. EBITDA margin in the quarter improved mainly driven by the energy compensation in France.

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Silicon-Based Alloys

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Silicon-based alloy revenue in the fourth quarter was $126.8 million, a decrease of 29.2% over the prior quarter. The average realized selling price decreased by 12.9%, due to a decline in demand for ferrosilicons linked to general industry declines in the steel sector. Total shipments of silicon-based alloys decreased 18.6%, driven by weak demand from steel manufacturers.  Adjusted EBITDA for the silicon-based alloys portfolio decreased to $37.1 million in the fourth quarter of 2022, a decrease of 37.8% compared with $59.7 million for the prior quarter. EBITDA margin decreased in the quarter mainly due to the decrease in sale prices driven by a reduction in the indexes.

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Manganese-Based Alloys

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Manganese-based alloy revenue in the fourth quarter was $90.7 million, a decrease of 6.9% over the prior quarter. The average realized selling price decreased by 7.4% and total shipments increased 0.5%. Adjusted EBITDA for the manganese-based alloys portfolio increased to $19.7 million in the fourth quarter of 2022, an increase of 34.2% compared with $14.7 million for the prior quarter. EBITDA margin in the quarter improved mainly driven by the energy compensation in France.

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Russia – Ukraine War

The ongoing war between Russia and Ukraine has disrupted supply chains and caused instability in the global economy, while the United States, United Kingdom and European Union, among other countries, announced sanctions against Russia. The ongoing conflict could result in the imposition of further economic sanctions against Russia. Sanctions imposed on coal and assimilated products such as anthracite and metallurgical coke have obliged Ferroglobe to redirect its sourcing of such products to other origins at a moment of strong market demand, leading to a temporary increase in raw materials prices. The uncertain supply and logistical conditions in Russia have also led Ferroglobe to diversify its sourcing of carbon electrodes. New sourcing was put in place in the previous quarter allowing Ferroglobe to ensure supply continuity to its operations worldwide while maintaining compliance with applicable sanctions.

Subsequent events

Reindus loan

On January 25, 2022, the Ministry opened a hearing regarding repayment of the loan. The company presented its allegations on February 15, 2022. On January 19, 2023, a new Resolution was signed by the Ministry terminating the reimbursement procedure initiated in January 2022.

On February 10, 2023, €16.3 million was repaid. A formal confirmation of the amortization calendar is expected to be received soon from the Ministry.

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Conference Call

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Ferroglobe invites all interested persons to participate on its conference call at 8:30 AM, Eastern Time on February 23, 2023. Please dial-in at least five minutes prior to the call to register. The call may also be accessed via an audio webcast.

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To join via phone:                                                                 
Conference call participants should pre-register using this link:
https://register.vevent.com/register/BI8d32353732624463a89c30a381b5df28
Once registered, you will receive the dial-in numbers and a personal PIN, which are required to access the conference call.

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To join via webcast:        
A simultaneous audio webcast, and replay will be accessible here:
https://edge.media-server.com/mmc/p/7ajafqyn

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About Ferroglobe

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Ferroglobe is one of the world’s leading suppliers of silicon metal, silicon- and manganese-based specialty alloys, and other ferroalloys serving a customer base across the globe in dynamic and fast-growing end markets, such as solar, automotive, consumer products, construction and energy. The Company is based in London. For more information, visit http://investor.ferroglobe.com.

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Forward-Looking Statements

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This release contains “forward-looking statements” within the meaning of U.S. securities laws. Forward-looking statements are not historical facts but are based on certain assumptions of management and describe the Company’s future plans, strategies and expectations. Forward-looking statements often use forward-looking terminology, including words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “forecast”, “guidance”, “intends”, “likely”, “may”, “plan”, “potential”, “predicts”, “seek”, “target”, “will” and words of similar meaning or the negative thereof.

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Forward-looking statements contained in this press release are based on information currently available to the Company and assumptions that management believe to be reasonable, but are inherently uncertain. As a result, Ferroglobe’s actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements, which are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control.

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Forward-looking financial information and other metrics presented herein represent the Company’s goals and are not intended as guidance or projections for the periods referenced herein or any future periods.

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All information in this press release is as of the date of its release. Ferroglobe does not undertake any obligation to update publicly any of the forward-looking statements contained herein to reflect new information, events or circumstances arising after the date of this press release. You should not place undue reliance on any forward-looking statements, which are made only as of the date of this press release.

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Non-IFRS Measures

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This document may contain summarized, non-audited or non-GAAP financial information. The information contained herein should therefore be considered as a whole and in conjunction with all the public information regarding the Company available, including any other documents released by the Company that may contain more detailed information. Adjusted EBITDA, adjusted EBITDA as a percentage of sales, working capital as a percentage of sales, adjusted EBITDA margin, adjusted net profit, adjusted profit per share, working capital, adjusted gross debt and net debt, are non-IFRS financial metrics that management uses in its decision making. Ferroglobe has included these financial metrics to provide supplemental measures of its performance. The Company believes these metrics are important and useful to investors because they eliminate items that have less bearing on the Company’s current and future operating performance and highlight trends in its core business that may not otherwise be apparent when relying solely on IFRS financial measures.

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INVESTOR CONTACT:

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Anis Barodawalla
Vice President – Investor Relations 
Email:   investor.relations@ferroglobe.com

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MEDIA CONTACT:

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Cristina Feliu Roig

Executive Director – Communications & Public Affairs

Email:   corporate.comms@ferroglobe.com

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Ferroglobe PLC and Subsidiaries

Unaudited Condensed Consolidated Income Statement

(in thousands of U.S. dollars, except per share amounts)

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Ferroglobe PLC and Subsidiaries

Unaudited Condensed Consolidated Statement of Financial Position

(in thousands of U.S. dollars)

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Ferroglobe PLC and Subsidiaries

Unaudited Condensed Consolidated Statement of Cash Flows

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