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Item 9A. Controls and Procedures

2024-02-14 compared with 2023-02-14 · 124 added, 85 removed, 137 unchanged (60% of the section changed)

2 unchanged sentences

Management is responsible for establishing and maintaining adequate disclosure controls and procedures.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2022.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these controls and procedures were effective as of December 31, 2022.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including our Interim Chief Executive Officer and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management, with the participation of our Interim Chief Executive Officer and Interim Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023.

Based on that evaluation, our Interim Chief Executive Officer and Interim Chief Financial Officer concluded that these controls and procedures were effective as of December 31, 2023.

Management’s Report on Internal Control over Financial Reporting

6 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the level of compliance with related policies or procedures may deteriorate.

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, has conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2022 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013) .

Management, with the participation of our Interim Chief Executive Officer and Interim Chief Financial Officer, has conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013) .

Based on that assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2023.

3 unchanged sentences

Other Information

Adjustments to the Compensatory Arrangements of Certain of Our Executive Officers

On February 12, 2024, the Human Resources and Compensation Committee of the Board of Directors of the Company made the following adjustments to the compensatory arrangements of certain of our executive officers:

• the annualized base salary for Catherine Hedoux-Delgado, the Company’s Interim Chief Financial Officer and Treasurer, has been increased from $305,500 to $353,500, effective April 1, 2024;

Flanagan, the Company’s Interim Chief Executive Officer and President, Ms.

Hedoux-Delgado, and Jeremy S.

Halford, the Company’s Executive Vice President, Chief Operating Officer, will continue to receive monthly stipends for calendar year 2024 in the amount of $21,000, $4,000, and $8,000, respectively, in connection with their continued interim service and increased role and responsibilities, as applicable;

• the Short-Term Incentive Plan (“STIP”) target award opportunities for calendar year 2024 for each of Mr.

Flanagan and Ms.

Hedoux-Delgado have been increased from 80% to 100% and 45% to 65%, respectively, of base salary and monthly stipend for each such month that such stipend is paid for serving such interim role, and Mr.

Halford’s STIP target award opportunity for calendar year 2024 of 80%, although unchanged from calendar year 2023, will be based off of his base salary and monthly stipend for each such month that such stipend is paid.

Rule 10b5-1 Trading Arrangements

None of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934) adopted , modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as each term is defined in Item 408 of Regulation S-K) during the Company’s fiscal quarter ended December 31, 2023.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

3 unchanged sentences

Information about our Executive Officers" and is incorporated herein by reference.

We adopted a Code of Conduct and Ethics that applies to our employees, directors and officers, including our Chief Executive Officer and President and our Chief Financial Officer, Vice President Finance and Treasurer.

We adopted a Code of Conduct and Ethics that applies to our employees, directors and officers, including our Interim Chief Executive Officer and President and our Interim Chief Financial Officer and Treasurer.

A copy of the Code of Conduct and Ethics is publicly available on our website at https://www.graftech.com/investors/default.aspx#governance.

Any waiver or amendment of the Code of Conduct and Ethics for executive officers or directors (i) may be made only by the Audit Committee, (ii) will be promptly disclosed as required by applicable U.S.

federal securities laws and the listing standards of the NYSE and (iii) will be available in the “Investors” section of our website, www.graftech.com.

The remaining information required by this Item is incorporated herein by reference from the sections entitled "Proposal 1 Elect Three Directors for a Three-Year Term or Until Their Successors are Elected and Qualified" and "Committees of the Board of Directors" in our Proxy Statement for the Annual Meeting of Stockholders expected to be held on or about May 11, 2023.

We will provide disclosure of delinquent Section 16(a) reports, if any, in our Proxy Statement in the section entitled "Delinquent Section 16(a) Reports," and such disclosure, if any, is incorporated herein by reference.

Any waiver (including an implicit waiver) from a provision of our Code of Conduct and Ethics granted to, or any amendment (other than technical, administrative or other non-substantive amendments) of the Code of Conduct and Ethics that applies to, our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions will be promptly disclosed as required by applicable U.S.

federal securities laws and the listing standards of the NYSE on our website at https://www.graftech.com/investors/default.aspx#governance or in a report on Form 8-K filed electronically with the SEC at www.sec.gov.

The remaining information required by this Item is incorporated herein by reference from the sections entitled “Proposal 1 Elect Two Directors for a Three-Year Term or Until Their Successors are Elected and Qualified” and “Committees of the Board of Directors” in our Proxy Statement for the Annual Meeting of Stockholders expected to be held on or about May 9, 2024.

We will provide disclosure of delinquent Section 16(a) reports, if any, in our Proxy Statement in a section entitled "Delinquent Section 16(a) Reports," and such disclosure, if any, is incorporated herein by reference.

Executive Compensation

The information required by this item is incorporated by reference from the sections entitled "Compensation Discussion and Analysis," "Compensation Tables and Related Information," "CEO Pay Ratio," "Director Compensation Program," "2022 Director Compensation Table," "Risk Oversight," "Compensation Committee Report" and "Compensation Committee Interlocks and Insider Participation" in the Proxy Statement.

The information required by this item is incorporated by reference from the sections entitled “Compensation Discussion and Analysis,” “Compensation Tables and Related Information,” “CEO Pay Ratio,” “Pay Versus Performance,” “Director Compensation Program,” “2023 Director Compensation Table,” “Risk Oversight,” “Compensation Committee Report” and “Compensation Committee Interlocks and Insider Participation” in the Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

8 unchanged sentences

Total 4,117,469 (1)

(1) This amount represents 1,890,167 shares of common stock subject to outstanding stock options, 477,317 shares of common stock subject to outstanding restricted stock units and 362,640 shares of stock subject to outstanding deferred share units.

(2) The weighted-average exercise price does not take into account shares of common stock subject to outstanding restricted stock units or outstanding deferred share units.

(1) This amount represents 2,027,611 shares of common stock subject to outstanding stock options, 885,365 shares of common stock subject to outstanding restricted stock units, 377,540 shares of stock subject to outstanding deferred share units, 696,030 shares of stock subject to outstanding performance shares units (assuming maximum level of performance), and 130,923 shares of stock subject to outstanding deferred restricted stock units.

(2) The weighted-average exercise price does not take into account shares of common stock subject to outstanding restricted stock units, outstanding deferred share units, outstanding performance stock units, or outstanding deferred restricted stock units.

Certain Relationships and Related Transactions, and Director Independence

8 unchanged sentences

• Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022;

• Consolidated Statements of Operations and Comprehensive Income for the fiscal years ended December 31, 2022, December 31, 2021 and December 31, 2020;

• Consolidated Statements of Operations and Comprehensive (Loss) Income for the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021;

• Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021;

8 unchanged sentences

3.1 Amended and Restated Certificate of Incorporation of GrafTech International Ltd.

(incorporated herein by reference to Exhibit 3.1 to GrafTech International Ltd.'s Quarterly Report on Form 10-Q filed May 1, 2019).

(incorporated herein by reference to Exhibit 3.1 to GrafTech International Ltd.

’ s Quarterly Report on Form 10-Q filed May 1, 2019).

3.2 Amended and Restated By‑Laws of GrafTech International Ltd.

(incorporated herein by reference to Exhibit 3.2 to GrafTech International Ltd.’s Registration Statement on Form S‑1/A (Registration No.

333‑223791) filed April 13, 2018).

(incorporated herein by reference to Exhibit 3 .1 to GrafTech International Ltd.’s Current Repo rt on Form 8-K filed November 14, 2023 ).

4.1 Registration Rights Agreement, dated as of April 23, 2018, by and between GrafTech International Ltd.

and BCP GrafTech Holdings LP (incorporated herein by reference to Exhibit 4.1 to GrafTech International Ltd.’s Form 10‑Q filed on August 3, 2018).

and BCP GrafTech Holdings LP (incorporated herein by reference to Exhibit 4.1 to GrafTech International Ltd.’s Quarterly Report on Form 10‑Q filed on August 3, 2018).

4.2 Stockholder Rights Agreement, dated as of April 23, 2018, by and between GrafTech International Ltd.

and BCP IV GrafTech Holdings LP (incorporated herein by reference to Exhibit 4.2 to GrafTech International Ltd.’s Form 10‑Q filed on August 3, 2018).

and BCP IV GrafTech Holdings LP (incorporated herein by reference to Exhibit 4.2 to GrafTech International Ltd.’s Quarterly Report on Form 10‑Q filed on August 3, 2018).

4.3 Amendment No.

1 to Stockholder Rights Agreement, dated November 6, 2019 by and between GrafTech International Ltd.

and BCP IV GrafTech Holdings LP (incorporated herein herein by reference to Exhibit 4.3 to GrafTech International Ltd.'s Annual Report on Form 10-K filed February 21, 2020).

4.4 Description of securities (incorporated herein by reference to Exhibit 4.4 to GrafTech International Ltd.'s Annual Report on Form 10-K filed February 21, 2020).

and BCP IV GrafTech Holdings LP (incorporated herein herein by reference to Exhibit 4.3 to GrafTech International Ltd.

’ s Annual Report on Form 10-K filed February 21, 2020).

4.4 Description of S ecurities (incorporated herein by reference to Exhibit 4.4 to GrafTech International Ltd.

’ s Annual Report on Form 10-K filed February 21, 2020).

4.5 Indenture, dated as of December 22, 2020, among GrafTech Finance Inc., as issuer, GrafTech International Ltd., as a guarantor, the subsidiary guarantors party thereto, and U.S.

Bank National Association, as trustee and collateral agent, relating to GrafTech Finance Inc.’s 4.625% Senior Secured Notes due 2028 (incorporated herein by reference to Exhibit 4.1 to GrafTech International Ltd.'s Current Report on Form 8-K filed December 23, 2020).

’ s Current Report on Form 8-K filed December 23, 2020).

4.6 Form of 4.625% Senior Secured Notes due 2028 of GrafTech Finance Inc.

(included in Exhibit 4.5) (incorporated herein by reference to Exhibit 4.2 to GrafTech International Ltd.'s Current Report on Form 8-K filed December 23, 2020).

10.1 Credit Agreement, dated February 12, 2018, among GrafTech International Ltd.

, as Holdings , GrafTech Finance Inc., GrafTech Switzerland SA and GrafTech Luxembourg II S.À.R.L., as co‑borrowers, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No.

(included in Exhibit 4.5) .

4.7 Indenture, dated as of June 26, 2023, among GrafTech Global Enterprises Inc., as issuer, GrafTech International Ltd., as a guarantor, each subsidiary guarantor from time to time party thereto, and U.S.

Bank Trust Company, National Association, as trustee and collateral agent, relating to GrafTech Global Enterprises Inc.’s 9.875% Senior Secured Notes due 2028 (incorporated herein by reference to Exhibit 4.1 to GrafTech International Ltd.’s Current Report on Form 8-K filed June 26, 2023).

4.8 Form of 9.875% Senior Secured Notes due 2028 of GrafTech Global Enterprises Inc.

(included in Exhibit 4.

10.1 Credit Agreement, dated February 12, 2018, among GrafTech International Ltd., as Holdings, GrafTech Finance Inc., GrafTech Switzerland SA and GrafTech Luxembourg II S.À.R.L., as co‑borrowers, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No.

333‑223791) filed March 20, 2018).

10.2 First Amendment to the Credit Agreement, dated June 15, 2018, among GrafTech International Ltd., GrafTech Finance Inc., GrafTech Switzerland SA, GrafTech Luxembourg II S.À.R.L.

each of the entities listed as an "Incremental Term Lender" on the signature page s t he reto , JPMorgan Chase Bank, N.A., as Administrative Agent , and for purposes of Sections 5 and 6 thereof only, each of the entities listed as "G uarantor" on t he signature pa ges thereto (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.’s Quarterly Report on Form 10‑Q filed on August 3, 2018).

each of the entities listed as an “ Incremental Term Lender ” on the signature pages thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and for purposes of Sections 5 and 6 thereof only, each of the entities listed as “ Guarantor ” on the signature pages thereto (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.’s Quarterly Report on Form 10‑Q filed on August 3, 2018).

10.3 Guarantee Agreement, dated February 12, 2018, among GrafTech International Ltd., GrafTech Finance Inc., the other subsidiaries of GrafTech International Ltd.

26 unchanged sentences

333‑223791) filed March 20, 2018) .

10.15* Tax Receivable Agreement, dated as of April 23, 2018, between GrafTech International Ltd.

10.15* Tax Receivable Agreement, dated as of April 23, 2018, as amended and restated as of April 10, 2023, between GrafTech International Ltd.

and Brookfield Capital Partners IV GP, Ltd.

1 unchanged sentence

333‑223791) filed March 26, 2018).

10.17+ Employment Agreement, effective March 1, 2018, between GrafTech International Holdings Inc.

Rintoul (incorporated herein by reference to Exhibit 10.20 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No.

333‑223791) filed March 20, 2018).

10.17+ GrafTech International Ltd.

4 unchanged sentences

333‑223791) filed April 4, 2018).

10.20+ Form of Stock Option Agreement under the GrafTech International Ltd.

Omnibus Equity Incentive Plan for David Rintoul (incorporated herein by reference to Exhibit 10.26 to GrafTech International Ltd.’s Registration Statement on Form S‑1/A (Registration No.

333‑223791) filed April 4, 2018).

10.19+ Form of Deferred Share Unit Agreement under the GrafTech International Ltd.

Omnibus Equity Incentive Plan for Non‑Employee Directors (incorporated herein by reference to Exhibit 10.27 to GrafTech International Ltd.'s Registration Statement on Form S-1/A (Registration No.

333-223791) filed April 4, 2018).

10.22+ Form of Deferred Share Unit Agreement under the GrafTech International Ltd.

Omnibus Equity Incentive Plan for David Rintoul (incorporated herein by reference to Exhibit 10.28 to GrafTech International Ltd.’s Registration Statement on Form S‑1/A (Registration No.

Omnibus Equity Incentive Plan for Non‑Employee Directors (incorporated herein by reference to Exhibit 10.27 to GrafTech International Ltd.

’ s Registration Statement on Form S-1/A (Registration No.

333-223791) filed April 4, 2018).

10.23+ Amendment to Deferred Share Unit Agreement under the GrafTech International Ltd.

Omnibus Equity Incentive Plan for David Rintoul (incorporated herein by reference to Exhibit 10.32 to GrafTech International Ltd.'s Annual Report on Form 10-K filed February 22, 2019).

10.24+ Amended and Restated GrafTech International Ltd.

Director Deferred Fee Plan, amended as of November 1, 2018 (incorporated herein by reference to Exhibit 10.33 to GrafTech International Ltd.'s Annual Report on Form 10-K filed February 22, 2019).

10.20+ Form of Deferred Share Unit Agreement under the GrafTech International Ltd.

Omnibus Equity Incentive Plan for Non-Employee Directors (adopted November 1, 2018) (incorporated herein by reference to Exhibit 10.34 to GrafTech International Ltd.'s Annual Report on Form 10-K filed February 22, 2019).

10.26+ Summary of Modifications to Employment Agreement, effective March 1, 2018, between GrafTech International Holdings Inc.

Rintoul (incorporated herein by reference to Exhibit 10.35 to GrafTech International Ltd.'s Annual Report on Form 10-K filed February 22, 2019).

Omnibus Equity Incentive Plan for Non-Employee Directors (adopted November 1, 2018) (incorporated herein by reference to Exhibit 10.34 to GrafTech International Ltd.

’ s Annual Report on Form 10-K filed February 22, 2019).

10.21+ Form of Stock Option Grant Agreement under the GrafTech International Ltd.

Omnibus Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 to GrafTech International Ltd.'s Quarterly Report on Form 10-Q filed May 1, 2019).

Omnibus Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 to GrafTech International Ltd.

’ s Quarterly Report on Form 10-Q filed May 1, 2019).

10.22 Collateral Agreement, dated as of December 22, 2020, among GrafTech Finance Inc., GrafTech International Ltd., the other subsidiary grantors party thereto, and U.S.

Bank National Association, as collateral agent (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.'s Current Report on Form 8-K filed December 23, 2020).

Bank National Association, as collateral agent (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.

’ s Current Report on Form 8-K filed December 23, 2020).

10.23 Second Amendment to the Credit Agreement, dated February 17, 2021, among GrafTech International Ltd., GrafTech Finance Inc., GrafTech Luxembourg II S.À.R.L., GrafTech Switzerland SA, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders and issuing banks party thereto (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.’s Current Report on Form 8-K filed on February 19, 2021).

10.30 Third Amendment, dated as of May 31, 2022, by and among GrafTech International Ltd., GrafTech Finance Inc., GrafTech Luxembourg II S.à r.l., GrafTech Switzwerland SA, JPMorgan Chase Bank, N.A., as administrative agent, the New Revolving Lenders (as defined therein), the Consenting Revolving Lenders (as defined therein), each of the entities listed as an “Incremental Revolving Lender” on the signature pages thereto and for purposes of Sections 5, 7 and 8 thereof only, each of the entities listed as a “Guarantor” on the signature pages thereto (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.'s Current Report on Form 8-K filed June 2 , 2022).

10.31+ GrafTech International Ltd.

Short-Term Incentive Plan (incorporated herein by reference to Exhibit 10.35 to GrafTech International Ltd.'s Annual Report on Form 10-K filed February 2 2, 2022) .

10.24 Third Amendment to the Credit Agreement , dated as of May 31, 2022, by and among GrafTech International Ltd., GrafTech Finance Inc., GrafTech Luxembourg II S.à r.l., GrafTech Switz erland SA, JPMorgan Chase Bank, N.A., as administrative agent, the New Revolving Lenders (as defined therein), the Consenting Revolving Lenders (as defined therein), each of the entities listed as an “Incremental Revolving Lender” on the signature pages thereto and for purposes of Sections 5, 7 and 8 thereof only, each of the entities listed as a “Guarantor” on the signature pages thereto (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.

’ s Current Report on Form 8-K filed June 2, 2022).

10.25+ Form of Restricted Stock Unit Agreement under the GrafTech International Ltd.

Omnibus Equity Incentive Plan (2022 Version) ( incorporated herein by reference to Exhibit 10 .36 to GrafT ech International Ltd .

Omnibus Equity Incentive Plan (2022 Version) (incorporated herein by reference to Exhibit 10.36 to GrafTech International Ltd.

’ s Annual Report on Form 10-K filed February 22, 2022).

10.26+ Form of Stock Option Grant Agreement under the GrafTech International Ltd.

Omnibus Equity Incentive Plan (2022 Version) (incorporated herein by reference to Exhibit 10.37 to GrafTech International Ltd.'s Annual Report on F orm 10-K filed February 22, 2022).

Omnibus Equity Incentive Plan (2022 Version) (incorporated herein by reference to Exhibit 10.37 to GrafTech International Ltd.

’ s Annual Report on Form 10-K filed February 22, 2022).

10.27+ Form of Restricted Stock Unit Agreement under the GrafTech International Ltd.

Omnibus Equity Incentive Plan (2022 Non-US Version) (incorporated herein by reference to Exhibit 10.

4 t o GrafTech International Ltd .' s Quarterly Report on Form 10-Q f iled August 5, 2022) .

Omnibus Equity Incentive Plan (2022 Non-US Version) (incorporated herein by reference to Exhibit 10.4 to GrafTech International Ltd.

’ s Quarterly Report on Form 10-Q filed August 5, 2022).

10.28+ Form of Stock Option Grant Agreement under the GrafTech International Ltd.

Omnibus Equity Incentive Plan (2022 Non-US Version) (incor porated herein by reference to Exhibit 10.5 to GrafTech International Ltd.'s Quarterly Report on Form 10-Q filed Augu st 5, 2022) .

10.36+ Employment Agreement, dated June 27, 2022 by and between GrafTech International Holdings, Inc.

and Marcel Kessler (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.'s Current Report on Form 8-K filed June 28, 2022).

10.37+ Consulting Agreement, dated June 27, 2022 by and between GrafTech International Holdings, Inc.

and Rintoul Consulting Services, LLC (incorporated herein by reference to Exhibit 10.2 to GrafTech International Ltd.'s Current Report on Form 8-K filed June 28, 2022).

10.38*+ Form of Retention Bonus Agreement.

Omnibus Equity Incentive Plan (2022 Non-US Version) (incorporated herein by reference to Exhibit 10.5 to GrafTech International Ltd.

’ s Quarterly Report on Form 10-Q filed August 5, 2022).

10.29+ Form of Retention Bonus Agreement (incorporated herein by reference to Exhibit 10.

38 to GrafTech International Ltd.

’ s Annual Report on Form 10- K filed February 14 , 2023) .

10.30+ Form of Director Restricted Stock Units Agreement under the GrafTech International Ltd.

Omnibus Equity Incentive Plan (2023 Version).

Omnibus Equity Incentive Plan (2023 Version) (incorporated herein by reference to Exhibit 10.3 9 to GrafTech International Ltd.

’ s Annual Report on Form 10-K filed February 14, 2023) .

10.31+ Form of Director Deferred Restricted Stock Units Agreement under the GrafTech International Ltd.

Omnibus Equity Incentive Plan (2023 Version).

Omnibus Equity Incentive Plan (2023 Version) (incorporated herein by reference to Exhibit 10.

40 to GrafTech International Ltd.

’ s Annual Report on Form 10-K filed February 14, 2023) .

10.32+ Amended and Restated GrafTech International Ltd.

Director Deferred Fee Plan, amended and restated effective as of April 1, 2023.

Director Deferred Fee Plan, amended and restated effective as of April 1, 2023 (incorporated herein by reference to Exhibit 10.

41 to GrafTech International Ltd.

’ s Annual Report on Form 10-K filed February 14, 2023) .

10.33+ Form of Director Deferred Share Unit Agreement under the GrafTech International Ltd.

Omnibus Equity Incentive Plan (2023 Version).

21.1* List of subsidiaries of GrafTech International Ltd.

Omnibus Equity Incentive Plan (2023 Version) (incorporated herein by reference to Exhibit 10.

42 to GrafTech International Ltd.

’ s Annual Report on Form 10-K filed February 14, 2023) .

10.34+ Benefits Addendum, dated July 27, 2023, by and between GrafTech Switzerland S.A.

and Iñigo Perez Ortiz.(incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.’s Current Report on Form 8-K filed July 27, 2023).

10.35 Collateral Agreement, dated as of June 26, 2023, among GrafTech Global Enterprises Inc., GrafTech International Ltd., the other subsidiary grantors party thereto, and U.S.

Bank Trust Company, National Association, as collateral agent (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.’s Current Report on Form 8-K filed June 26, 2023).

10.36+ Amended and Restated Employment Agreement, dated June 13, 2023, by and between GrafTech International Holdings Inc.

and Marcel Kessler (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.’s Current Report on Form 8-K filed June 13, 2023).

10.37+ Form of Restricted Stock Unit Agreement under the GrafTech International Ltd.

Omnibus Equity Incentive Plan (2023 Version) (incorporated herein by reference to Exhibit 10.

1 to GrafTech International Ltd.

’ s Quarterly Report on Form 10-Q filed A pril 28 , 2023).

10.38+ Form of Restricted Stock Unit Agreement under the GrafTech International Ltd.

Omnibus Equity Incentive Plan (2023 Non-US Version) (incorporated herein by reference to Exhibit 10.

2 to GrafTech International Ltd.

’ s Q uarterly Report on Form 10-Q filed April 28, 2023).

10.39+ Form of Stock Option Grant Agreement under the GrafTech International Ltd.

Omnibus Equity Incentive Plan (2023 Version) (incorporated herein by reference to Exhibit 10.

3 to GrafTech International Ltd.

’ s Quarterly Report on Form 10-Q filed April 28, 2023) .

10.40+ Form of Stock Option Grant Agreement under the GrafTech International Ltd.

Omnibus Equity Incentive Plan (2023 Non-US Version) (incorporated herein by reference to Exhibit 10.

4 to GrafTech International Ltd.

’ s Quarterly Report on Form 10-Q filed April 28, 2023) .

10.41+ Form of Performance Stock Unit Agreement under the GrafTech International Ltd.

Omnibus Equity Incentive Plan (2023 Version) (incorporated herein by reference to Exhibit 10.

5 to GrafTech International Ltd.

’ s Quarterly Report on Form 10-Q filed April 28, 2023).

10.42+ Form of Performance Stock Unit Agreement under the GrafTech International Ltd.

Omnibus Equity Incentive Plan (2023 Non-US Version) (incorporated here in by reference to Exhibit 10.

6 to GrafTech International Ltd.

’ s Quarterly Report on Form 10-Q filed April 28, 2023).

10.43+* GrafTech International Ltd.

Short-Term Incentive Plan (Amended and Restated effective November 6, 2023).

21* List of S ubsidiaries of GrafTech International Ltd.

23* Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.

31.1* Certification pursuant to Rule 13a-14(a) under the Exchange Act by Marcel Kessler , Chief Executive Officer and President (Principal Executive Officer).

31.1* Certification pursuant to Rule 13a-14(a) under the Exchange Act by Timothy K.

Flanagan, Chief Financial Officer, Vice President and Treasurer (Principal Financial Officer).

32.1** Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Marcel Kessler , Chief Executive Officer and President (Principal Executive Officer).

Flanagan , Interim Chief Executive Officer and President (Principal Executive Officer).

31.2* Certification pursuant to Rule 13a-14(a) under the Exchange Act by Catherine Hedoux-Delgado , Interim Chief Financial Officer and Treasurer (Principal Financial Officer).

32.1** Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Timothy K.

Flanagan, Chief Financial Officer, Vice President Finance and Treasurer (Principal Financial Officer).

Flanagan , Interim Chief Executive Officer and President (Principal Executive Officer).

32.2** Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Catherine Hedoux-Delgado , Interim Chief Financial Officer and Treasurer (Principal Financial Officer).

97* GrafTech International Ltd.

Compensation Clawback Policy, effective October 2, 2023.

101 The following financial information from GrafTech International Ltd.’s Annual Report on Form 10-K for the year ended December 31, 2023 formatted in Inline XBRL (Extensible Business Reporting Language) includes:

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Income, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Stockholders' Equity (Deficit), and (v) Notes to the Consolidated Financial Statements.

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive (Loss) Income, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Stockholders’ Equity (Deficit), and (v) Notes to the Consolidated Financial Statements.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

7 unchanged sentences

February 14, 2024 By:

/s/ Marcel Kessler

Marcel Kessler

Chief Executive Officer and President

/s/ Timothy K.

Interim Chief Executive Officer and President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signatures Title Date

/s/ Marcel Kessler Chief Executive Officer and President and Director

(Principal Executive Officer) February 14, 2023

Marcel Kessler

/s/ Timothy K.

Flanagan Chief Financial Officer, Vice President Finance and Treasurer

(Principal Financial and Accounting Officer) February 14, 2023

Turcotte Chairman and Director February 14, 2023

Acton Director February 14, 2023

/s/ Catherine L.

Clegg Director February 14, 2023

Flanagan Interim Chief Executive Officer and President (Principal Executive Officer) February 14, 2024

/s/ Catherine Hedoux-Delgado Interim Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) February 14, 2024

Catherine Hedoux-Delgado

Keizer Chairman and Director February 14, 2024

/s/ Diego Donoso Director February 14, 2024

/s/ Michel J.

Dumas Director February 14, 2024

/s/ Leslie D.

Dunn Director February 14, 2023

/s/ Debra Fine Director February 14, 2024

1 unchanged sentence

Jean-Marc Germain

/s/ David Gregory Director February 14, 2023

David Gregory

Keizer Director February 14, 2023

/s/ Marcel Kessler Director February 14, 2024

Marcel Kessler

/s/ Anthony R.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures