GrafTech International Ltd. SEC filings document financial results, governance actions, and stockholder voting matters for its graphite electrode and petroleum needle coke business. Form 8-K reports furnish earnings releases covering operating results, financial condition, liquidity, sales volume, cost trends, and related exhibits.
Proxy and annual meeting filings cover director elections, auditor ratification, executive compensation votes, advisory vote frequency, and common stock voting mechanics. Material-event filings also record board composition changes and amendments to prior annual meeting vote disclosures.
GrafTech International Ltd. director Anthony R. Taccone received 1,755.0702 deferred share units (DSUs) on 09/30/2025. Each DSU converts to one share of common stock; the DSUs are fully vested and will be settled in whole shares when the director leaves the board, but no later than the end of the calendar year of termination. The filing notes a 1-for-10 reverse stock split effective 08/29/2025, and the reported post-transaction total beneficial ownership of common stock is 20,978.9591 shares (post-split adjusted). The Form 4 was signed by power of attorney on 10/02/2025.
Shivaram Sachin M, a director of GrafTech International Ltd (EAF), reported receipt of 2,242.5897 deferred share units (DSUs) on 09/30/2025. After this transaction the reporting person beneficially owns 8,181.5897 shares on a direct basis. The filing notes the company completed a 1-for-10 reverse stock split on 08/29/2025, and the DSU amounts are shown on a post-split basis. The DSUs are fully vested and will be settled in whole shares when the director terminates service, and in any event no later than the end of the calendar year containing the termination date. The Form 4 was filed by a single reporting person and signed by Andrew J. Renacci by power of attorney on 10/02/2025. The document provides only changes in beneficial ownership and the mechanics for settlement of vested DSUs.
Eric V. Roegner, a director of GrafTech International Ltd. (EAF), reported receipt of 2,242.5897 deferred share units (DSUs) on 09/30/2025. Each DSU represents a contingent right to one share of EAF common stock and the DSUs in this filing are shown on a post‑split basis following a 1‑for‑10 reverse stock split effected by the company on 08/29/2025. The filing shows 6,124.5897 shares beneficially owned by the reporting person after the transaction.
The DSUs are fully vested and will be settled in whole shares of common stock and delivered to Mr. Roegner as soon as practicable after he terminates service as a director, but in any event no later than the end of the calendar year in which his termination occurs.
Graphite India Limited filed a Schedule 13G reporting beneficial ownership of 1,760,023 shares of GrafTech International Ltd (ticker EAF), representing 6.8% of the issuer's common stock based on 25,815,144 shares outstanding as of August 29, 2025. The filing states Graphite India has sole voting and sole dispositive power over all reported shares and that the holdings were not acquired to change or influence control of the issuer. The filing lists Graphite India’s principal address in Kolkata, India, and is signed by its Chief Financial Officer.
GrafTech International Ltd. filed an amended current report to update the outcome of its advisory vote on how often shareholders will weigh in on executive pay. At the recent annual meeting, shareholders favored holding this “say-on-pay” frequency vote every year.
Reflecting that advisory result and its prior practice, the Board of Directors decided the company will continue to hold an annual shareholder advisory vote on the compensation of its named executive officers. This annual schedule will remain in place until the next required shareholder vote on frequency, which must occur no later than the company’s 2031 annual meeting.
GrafTech International Ltd. (EAF) insider transactions by CFO Rory F. O'Donnell
The filing reports transactions dated 09/03/2025 tied to the vesting/settlement of restricted stock units (RSUs) and a separate disposition. 6,172 RSUs vested and were converted into 6,172 shares (post 1-for-10 reverse split), increasing the reporting person's beneficial ownership to 16,172 shares. On the same date the reporting person disposed of 1,874 shares at $9.13 per share, leaving 14,298 shares beneficially owned after that disposition. The filing notes a 1-for-10 reverse stock split effected on 08/29/2025, and that the RSUs were originally granted on 09/03/2024 and vest in three equal annual installments beginning 09/03/2025.
GrafTech International Ltd. effected a 1-for-10 reverse stock split and proportionally reduced authorized shares of Common and Preferred Stock. The Certificate of Amendment was filed in Delaware on August 28, 2025 and became effective at 12:01 a.m. Eastern Time on August 29, 2025. Each ten pre-split shares convert into one post-split share; fractional shares will be rounded up to the next whole share at the participant level and no cash will be paid for fractions. The company proportionally adjusted equity award terms and plan limits under its Omnibus Equity Incentive Plan to preserve economic value. Common Stock will trade on the NYSE on a split-adjusted basis under the existing symbol EAF, and the new CUSIP following the reverse split is 384313 607.
GrafTech International Ltd. (EAF) disclosed a proposal to amend its Amended and Restated Certificate of Incorporation to permit the Board, at its discretion, to effect a reverse stock split of common stock at a ratio between 1-for-7 and 1-for-15. The amendment would also reduce the number of authorized shares of common and preferred stock by a corresponding proportion. The filing references voting results with the phrase "The voting results were as follows:" but the actual vote totals or outcomes are not included in the provided text. The filing also cites a press release dated August 18, 2025 and an Inline XBRL cover page entry.
GrafTech International Ltd. reported that its Executive Vice President and Chief Operating Officer, Jeremy S. Halford, has informed the company of his intent to resign from his role. His resignation will be effective September 12, 2025, allowing for a transition period from the notice date of August 8, 2025.
The company states that Mr. Halford is leaving to pursue another opportunity and that his resignation is not the result of any disagreement with GrafTech regarding its operations, policies, or practices. The filing focuses solely on this leadership change and does not include financial results or transaction details.
GrafTech International (EAF) Q2-25 10-Q highlights
- Net sales fell 4% YoY to $131.8 m as average graphite-electrode price dropped 12% to ≈$4,200/MT; volume rose 12% to 28.6 k MT.
- Profitability: gross profit was nearly breakeven ($0.1 m) vs $4.0 m prior-year; operating loss widened to $14.6 m; a $42.6 m valuation allowance drove income-tax expense of $51.2 m, pushing net loss to $86.9 m (-$0.34/sh) vs -$14.8 m (-$0.06/sh).
- YTD net sales down 11% to $243.7 m; net loss $126.2 m. Cash used in operations was $85.4 m vs $37.4 m.
- Balance sheet: cash = $158.5 m (-$97.7 m YTD); long-term debt $1.09 bn; available liquidity $366.5 m (incl. $208 m undrawn credit/term facilities). Net debt ≈$0.93 bn; interest expense up 63% to $25.4 m for the quarter.
- Costs: cash COGS/MT guided to fall 7-9% FY-25; LCM inventory charges $1.9 m in Q2.
- Outlook: management expects FY-25 sales volume to rise ~10% YoY, targeting breakeven adjusted EBITDA in 2H-25; announced 15% list-price increase on un-committed 2025 volumes.
- Covenants: company states compliance with all debt covenants; TRA liability fully written off after allowance.
Key concerns: sustained price pressure outside U.S., high leverage, significant cash burn, and large deferred-tax valuation allowance signal near-term earnings headwinds.