Marathon Asset Management filings report beneficial ownership stakes in GrafTech International Ltd. The filing states Marathon GP, Marathon, Bruce Richards and Louis Hanover each have sole voting and dispositive power over 1,211,615 shares of Common Stock (4.7%), and MDCF II holds 923,084 shares (3.5%), as of 03/31/2026. The report clarifies these holdings arise from Marathon’s role as investment manager and notes the filing is not an admission of beneficial ownership for Section 13 purposes.
Positive
None.
Negative
None.
Insights
Large asset manager reports sub‑5% stakes in GrafTech; holdings are management‑controlled funds.
Marathon Asset Management (via Marathon GP and Marathon) reports sole voting and dispositive power over 1,211,615 shares (4.7%) and identifies MDCF II with 923,084 shares (3.5%) as of 03/31/2026. The filing attributes control to Marathon under investment management agreements.
Disclosure is routine for institutional positions and frames ownership for regulatory transparency; cash‑flow treatment or planned transactions are not stated. Subsequent filings would show any material changes to these percentages.
Key Figures
Marathon shares beneficially owned:1,211,615 sharesMarathon percent of class:4.7%MDCF II shares owned:923,084 shares+2 more
5 metrics
Marathon shares beneficially owned1,211,615 sharesMarathon GP/Marathon/Managing members; as of 03/31/2026
Marathon percent of class4.7%Percent of GrafTech Common Stock; as of 03/31/2026
MDCF II shares owned923,084 sharesMDCF II Investment Fund A SCSp; as of 03/31/2026
MDCF II percent of class3.5%Percent of GrafTech Common Stock; as of 03/31/2026
CUSIP384313508GrafTech Common Stock CUSIP
Key Terms
sole power to vote, beneficially own, Section 240.13d-3
3 terms
sole power to voteregulatory
"Marathon has the sole power to vote and the sole power to direct the disposition"
beneficially ownregulatory
"Marathon may be deemed to beneficially own the 1,211,615 shares"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
Section 240.13d-3regulatory
"Accordingly, for the purposes of Section 240.13d-3 of the Exchange Act, Marathon may be deemed"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
GRAFTECH INTERNATIONAL LTD
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
384313508
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
384313508
1
Names of Reporting Persons
Marathon Asset Management GP, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,211,615.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,211,615.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,211,615.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.7 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: See item 2 for additional information.
SCHEDULE 13G
CUSIP Number(s):
384313508
1
Names of Reporting Persons
Marathon Asset Management, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,211,615.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,211,615.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,211,615.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.7 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: See item 2 for additional information.
SCHEDULE 13G
CUSIP Number(s):
384313508
1
Names of Reporting Persons
MDCF II Investment Fund A SCSp
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
LUXEMBOURG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
923,084.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
923,084.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
923,084.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.5 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: See item 2 for additional information.
SCHEDULE 13G
CUSIP Number(s):
384313508
1
Names of Reporting Persons
Bruce Richards
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,211,615.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,211,615.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,211,615.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.7 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: See item 2 for additional information.
SCHEDULE 13G
CUSIP Number(s):
384313508
1
Names of Reporting Persons
Louis Hanover
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,211,615.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,211,615.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,211,615.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.7 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: See item 2 for additional information.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
GRAFTECH INTERNATIONAL LTD
(b)
Address of issuer's principal executive offices:
982 Keynote Circle, Brooklyn Heights, OH, 44131
Item 2.
(a)
Name of person filing:
This statement is being filed by the following Reporting Persons:
(i) Marathon Asset Management, L.P., a Delaware limited partnership ("Marathon");
(ii) Marathon Asset Management GP, L.L.C., a Delaware limited liability company ("Marathon GP"), the general partner of Marathon;
(iii) MDCF II Investment Fund A SCSp, a Luxembourg special limited partnership ("MDCF II");
(iv) Bruce Richards, a managing member of Marathon GP; and
(v) Louis Hanover, a managing member of Marathon GP.
Marathon, pursuant to certain investment management agreements and in its capacity as the investment manager of certain funds managed by Marathon (together with MDCF II, the "Marathon Funds"), has the sole power to vote and the sole power to direct the disposition of the 1,211,615 shares of common stock, par value $0.01 per share (the "Common Stock"), held by the Marathon Funds. Accordingly, for the purposes of Section 240.13d-3 of the Exchange Act, Marathon may be deemed to beneficially own the 1,211,615 shares of Common Stock held by the Marathon Funds. The general partner of Marathon is Marathon GP. Bruce Richards and Louis Hanover are the managing members of Marathon GP. This report shall not be deemed an admission that Marathon, each Marathon Fund or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Exchange Act or for any other purpose.
(b)
Address or principal business office or, if none, residence:
The principal business and principal office address of the Reporting Persons is c/o Marathon Asset Management, L.P., 1 Bryant Park, 38th Floor, New York, NY 10036.
(c)
Citizenship:
Marathon GP and Marathon are organized under the laws of the State of Delaware. MDCF II is organized under the laws of Luxembourg. Mr. Richards and Mr. Hanover are citizens of the United States.
(d)
Title of class of securities:
Common Stock, $0.01 par value per share
(e)
CUSIP No.:
384313508
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Marathon GP; Marathon; Mr. Richards; and Mr. Hanover - 1,211,615.00
MDCF II - 923,084.00
(b)
Percent of class:
Marathon GP; Marathon; Mr. Richards; and Mr. Hanover - 4.7%
MDCF II - 3.5%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Marathon GP; Marathon; Mr. Richards; and Mr. Hanover - 1,211,615.00
MDCF II - 923,084.00
(ii) Shared power to vote or to direct the vote:
0.00
(iii) Sole power to dispose or to direct the disposition of:
Marathon GP; Marathon; Mr. Richards; and Mr. Hanover - 1,211,615.00
MDCF II - 923,084.00
(iv) Shared power to dispose or to direct the disposition of:
0.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Marathon Asset Management GP, L.L.C.
Signature:
/s/ Anne Campbell
Name/Title:
Anne Campbell, Authorized Signatory
Date:
05/15/2026
Marathon Asset Management, L.P.
Signature:
/s/ Anne Campbell
Name/Title:
Anne Campbell, Authorized Signatory for Marathon Asset Management GP, L.L.C., its general partner
Date:
05/15/2026
MDCF II Investment Fund A SCSp
Signature:
/s/ Anne Campbell
Name/Title:
Anne Campbell, Authorized Signatory for Marathon Asset Management L.P., solely in its capacity as Investment Manager
Date:
05/15/2026
Bruce Richards
Signature:
/s/ Anne Campbell
Name/Title:
Anne Campbell/Authorized Signatory
Date:
05/15/2026
Louis Hanover
Signature:
/s/ Anne Campbell
Name/Title:
Anne Campbell/Authorized Signatory
Date:
05/15/2026
Exhibit Information
1. A Joint Filing Agreement, dated as of February 27, 2025, among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on February 27, 2025).
What stake does Marathon Asset Management report in GrafTech (EAF)?
Marathon reports sole voting and dispositive power over 1,211,615 shares, equal to 4.7% of GrafTech Common Stock as of 03/31/2026. This position is held through funds managed by Marathon.
How many shares does MDCF II hold according to the filing?
The filing lists MDCF II Investment Fund A SCSp as holding 923,084 shares, representing 3.5% of the Common Stock as of 03/31/2026. Marathon states sole voting and dispositive power for that fund.
Do the reporting persons claim direct beneficial ownership of the shares?
The filing states Marathon may be deemed to beneficially own the reported shares under Section 240.13d-3 but also says the report "shall not be deemed an admission" that any Reporting Person is the beneficial owner for Section 13 purposes.
Who are the individual reporting persons named in the Schedule 13G/A?
The report names Marathon Asset Management, L.P.; Marathon Asset Management GP, L.L.C.; MDCF II Investment Fund A SCSp; and managing members Bruce Richards and Louis Hanover as Reporting Persons, with Marathon acting as investment manager.
What address is listed for the Reporting Persons' principal business office?
The principal business and office address is given as c/o Marathon Asset Management, L.P., 1 Bryant Park, 38th Floor, New York, NY 10036, as stated in the filing.
