[SCHEDULE 13G] GRAFTECH INTERNATIONAL LTD Passive Investment Disclosure (>5%)
GrafTech gets new 9.9% holder HEG Graphite
GrafTech International Ltd (EAF) has a new large shareholder, as HEG Graphite Limited reports beneficial ownership of 2,577,106 shares of GrafTech common stock.
GrafTech International Ltd (EAF) has a new large shareholder, as HEG Graphite Limited reports beneficial ownership of 2,577,106 shares of GrafTech common stock. This represents approximately 9.9% of the outstanding common shares, based on 26,092,164 shares outstanding as of July 17, 2026.
These shares were transferred to HEG Graphite Limited on September 1, 2026 under a Composite Scheme of Arrangement involving HEG Limited, HEG Graphite Limited, Bhilwara Energy Limited, and their stakeholders. HEG Graphite Limited has sole voting and dispositive power over all 2,577,106 shares, and no shared voting or dispositive power.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned:2,577,106 sharesPercentage of class owned:9.9%Shares outstanding:26,092,164 shares+4 more
7 metrics
Shares beneficially owned2,577,106 sharesGrafTech common stock beneficially owned by HEG Graphite Limited as of the reporting date
Percentage of class owned9.9%Portion of GrafTech common stock class beneficially owned by HEG Graphite Limited
Shares outstanding26,092,164 sharesGrafTech common stock outstanding as of July 17, 2026, used to compute ownership percentage
Sole voting power2,577,106 sharesShares over which HEG Graphite Limited has sole power to vote or direct the vote
Shared voting power0 sharesShares over which HEG Graphite Limited has shared power to vote
Sole dispositive power2,577,106 sharesShares over which HEG Graphite Limited has sole power to dispose or direct disposition
Transfer dateSeptember 1, 2026Date HEG Limited transferred 2,577,106 GrafTech shares to HEG Graphite Limited
Key Terms
beneficial owner, Composite Scheme of Arrangement, sole voting power, sole dispositive power, +1 more
5 terms
beneficial ownerfinancial
"the Reporting Person may be deemed the beneficial owner of 2,577,106 shares"
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.
Composite Scheme of Arrangementfinancial
"pursuant to the Composite Scheme of Arrangement amongst HEG Limited, the Reporting Person"
sole voting powerfinancial
"Sole Voting Power 2,577,106.00"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
sole dispositive powerfinancial
"Sole Dispositive Power 2,577,106.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
percent of classfinancial
"the Reporting Person may be deemed the beneficial owner of approximately 9.9% of the shares"
Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.
FAQ
How many EAF shares does HEG Graphite Limited beneficially own?
HEG Graphite Limited is reported as the beneficial owner of 2,577,106 shares of GrafTech International Ltd common stock, with sole voting and sole dispositive power over all of these shares and no shared voting or dispositive power.
What percentage of GrafTech International Ltd (EAF) does HEG Graphite Limited own?
HEG Graphite Limited is reported to beneficially own approximately 9.9% of GrafTech International Ltd’s common stock. This percentage is calculated using 26,092,164 shares outstanding as of July 17, 2026, as reported by GrafTech.
How did HEG Graphite Limited acquire its EAF shares?
On September 1, 2026, HEG Limited transferred 2,577,106 shares of GrafTech common stock to HEG Graphite Limited under a Composite Scheme of Arrangement among HEG Limited, HEG Graphite Limited, Bhilwara Energy Limited, and their respective shareholders and creditors.
Does HEG Graphite Limited share voting power over its EAF shares?
No. HEG Graphite Limited reports sole voting power over 2,577,106 shares and shared voting power of 0 shares. It likewise reports sole dispositive power over 2,577,106 shares and no shared dispositive power.
What is the total number of EAF shares outstanding used in the ownership calculation?
The reported 9.9% ownership stake is based on 26,092,164 shares of GrafTech International Ltd common stock outstanding as of July 17, 2026, as reported by GrafTech in a quarterly report filed on July 24, 2026.
Where is HEG Graphite Limited, the EAF shareholder, organized?
HEG Graphite Limited is organized in the Republic of India. Its principal business office is stated as Bhilwara Towers, A-12, Sector 1, Noida (UP) 201301, NCR Delhi, and its registered office is in Mandideep, District Raisen, Madhya Pradesh, Republic of India.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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 Graphite 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
2,577,106.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,577,106.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,577,106.00
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)
9.9 %
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 Graphite Limited (the "Reporting Person").
On September 1, 2026, pursuant to the Composite Scheme of Arrangement amongst HEG Limited, the Reporting Person, Bhilwara Energy Limited, and their respective shareholders and creditors, HEG Limited transferred the 2,577,106 shares of the Issuer's Common Stock that it directly held as of such date to the Reporting Person.
On September 2, 2026, HEG Limited was renamed as "HEG Advanced Materials Limited." HEG Advanced Materials Limited is separately filing an amendment to its Schedule 13G to report that it no longer beneficially owns any shares of the Issuer's 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 Number(s):
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 2,577,106 shares of Common Stock.
(b)
Percent of class:
As of the date hereof, the Reporting Person may be deemed the beneficial owner of approximately 9.9% of the shares of Common Stock outstanding. This percentage is based on 26,092,164 shares of Common Stock outstanding as of July 17, 2026, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on July 24, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
2,577,106
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
2,577,106
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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.