[SCHEDULE 13G/A] GRAFTECH INTERNATIONAL LTD Amended Passive Investment Disclosure
GrafTech: HEG exits 2.58M-share stake after transfer
GrafTech International Ltd (EAF) received an updated Schedule 13G/A from HEG Advanced Materials Limited reporting that HEG no longer beneficially owns any of GrafTech’s common stock.
GrafTech International Ltd (EAF) received an updated Schedule 13G/A from HEG Advanced Materials Limited reporting that HEG no longer beneficially owns any of GrafTech’s common stock. As of the reporting date, HEG reports 0 shares and 0% beneficial ownership, with no voting or dispositive power.
On September 1, 2026, under a Composite Scheme of Arrangement among HEG Advanced Materials, HEG Graphite Limited, Bhilwara Energy Limited, and their shareholders and creditors, HEG transferred 2,577,106 shares of GrafTech common stock (after the 1-for-10 reverse stock split effective August 29, 2025) to HEG Graphite Limited. HEG Graphite Limited is separately filing to report beneficial ownership greater than 5%.
Positive
None.
Negative
None.
Key Figures
Shares transferred:2,577,106 sharesBeneficial ownership after transfer:0 sharesPercent of class owned:0%+3 more
6 metrics
Shares transferred2,577,106 sharesGrafTech common stock transferred by HEG to HEG Graphite Limited on September 1, 2026, after the 1-for-10 reverse stock split
Beneficial ownership after transfer0 sharesShares of GrafTech common stock beneficially owned by HEG Advanced Materials Limited as of the reporting date
Percent of class owned0%Percentage of GrafTech common stock class beneficially owned by HEG Advanced Materials Limited as of the reporting date
Reverse stock split ratio1-for-10GrafTech reverse stock split effective August 29, 2025, used to adjust the HEG share count
Sole voting power0 sharesSole power of HEG Advanced Materials Limited to vote or direct the vote of GrafTech common stock
Shared voting power0 sharesShared power of HEG Advanced Materials Limited to vote or direct the vote of GrafTech common stock
Key Terms
Composite Scheme of Arrangement, beneficial owner, reverse stock split, dispositive power
4 terms
Composite Scheme of Arrangementregulatory
"pursuant to the Composite Scheme of Arrangement amongst the Reporting Person, HEG Graphite Limited, Bhilwara Energy Limited"
beneficial ownerregulatory
"the Reporting Person may be deemed the beneficial owner of 0 shares of Common Stock"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
reverse stock splitfinancial
"taking into account the 1-for-10 reverse stock split the Issuer effected on August 29, 2025"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
dispositive powerregulatory
"Sole power to dispose or to direct the disposition of: 0"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
FAQ
What change in ownership of EAF shares did HEG Advanced Materials report?
HEG Advanced Materials Limited reported that it now beneficially owns 0 shares of GrafTech International Ltd common stock and 0% of the outstanding class, with no sole or shared voting or dispositive power as of the reporting date.
How many EAF shares did HEG Advanced Materials transfer and to whom?
On September 1, 2026, HEG Advanced Materials Limited transferred 2,577,106 shares of GrafTech common stock to HEG Graphite Limited pursuant to a Composite Scheme of Arrangement among several group entities and their shareholders and creditors.
What corporate action by GrafTech affected HEG’s EAF share count?
The transferred 2,577,106 shares are stated taking into account GrafTech’s 1-for-10 reverse stock split that was effected on August 29, 2025, which adjusted the number of common shares held by HEG Advanced Materials Limited.
Who now holds more than 5% of GrafTech (EAF) after HEG’s transfer?
The filing states that HEG Graphite Limited is separately filing a report that it beneficially owns greater than 5% of GrafTech International Ltd’s outstanding common stock following the transfer from HEG Advanced Materials Limited.
Did HEG Advanced Materials retain any voting or dispositive power over EAF shares?
No. HEG Advanced Materials Limited reports 0 sole or shared voting power and 0 sole or shared dispositive power over GrafTech common stock, consistent with beneficial ownership of 0 shares and 0% of the class.
What name change did the reporting person in the EAF Schedule 13G/A disclose?
The reporting person disclosed that on September 2, 2026, it changed its name from “HEG Limited” to “HEG Advanced Materials Limited”. The Schedule 13G/A is filed on behalf of HEG Advanced Materials Limited under its new name.
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)
384313607
(CUSIP Number)
09/01/2026
(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):
384313607
1
Names of Reporting Persons
HEG Advanced Materials Ltd
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
INDIA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
GRAFTECH INTERNATIONAL LTD
(b)
Address of issuer's principal executive offices:
982 Keynote Circle, Brooklyn Heights, Ohio 44131
Item 2.
(a)
Name of person filing:
This Statement is filed on behalf of HEG Advanced Materials Limited, which was formerly known as "HEG Limited" (the "Reporting Person"). On September 2, 2026, HEG Limited was renamed as "HEG Advanced Materials Limited."
On September 1, 2026, pursuant to the Composite Scheme of Arrangement amongst the Reporting Person, HEG Graphite Limited, Bhilwara Energy Limited, and their respective shareholders and creditors, the Reporting Person transferred the 2,577,106 shares of the Issuer's Common Stock that it directly held as of such date (taking into account the 1-for-10 reverse stock split the Issuer effected on August 29, 2025) to HEG Graphite Limited.
HEG Graphite Limited is separately filing a Schedule 13G to report that it beneficially owns greater than 5% of the Issuer's outstanding Common Stock.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of the Reporting Person is Bhilwara Towers, A-12, Sector 1, Noida (UP) 201301 NCR Delhi, Republic of India.
The registered office address of the Reporting Person is Mandideep (Near Bhopal), Distt. Raisen-462046, Madhya Pradesh, Republic of India.
(c)
Citizenship:
Republic of India
(d)
Title of class of securities:
Common Stock, $0.01 par value per share
(e)
CUSIP No.:
384313607
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:
As of the date hereof, the Reporting Person may be deemed the beneficial owner of 0 shares of Common Stock.
(b)
Percent of class:
As of the date hereof, the Reporting Person may be deemed the beneficial owner of 0% of the shares of Common Stock outstanding.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
0
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.
