2 unchanged sentences
Management is responsible for establishing and maintaining adequate disclosure controls and procedures.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or
+Added: 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 Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
+Added: 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, 2024.
+Added: Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these controls and procedures were effective as of December 31, 2024.
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.
−Removed: 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) .
+Added: 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, 2024 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, 2024.
3 unchanged sentences
Other Information
−Removed: Adjustments to the Compensatory Arrangements of Certain of Our Executive Officers
−Removed: 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:
−Removed: • 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;
−Removed: Flanagan, the Company’s Interim Chief Executive Officer and President, Ms.
−Removed: Hedoux-Delgado, and Jeremy S.
−Removed: 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;
−Removed: • the Short-Term Incentive Plan (“STIP”) target award opportunities for calendar year 2024 for each of Mr.
−Removed: Flanagan and Ms.
−Removed: 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.
−Removed: 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
−Removed: 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.
+Added: None of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act ) 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, 2024.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
3 unchanged sentences
Information about our Executive Officers” and is incorporated herein by reference.
−Removed: 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.
+Added: 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 and Senior Vice President.
A copy of the Code of Conduct and Ethics is publicly available on our website at https://www.graftech.com/investors/default.aspx#governance.
1 unchanged sentence
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.
−Removed: 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.
+Added: 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,” “Director Skills and Qualifications Criteria” 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 8, 2025.
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.
+Added: The Company has adopted an insider trading policy governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees, that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations and the NYSE listing standards.
+Added: The foregoing summary of the Company’s insider trading policy does not purport to be complete and is qualified in its entirety by reference to the full text thereof attached hereto as Exhibit 19.
Executive Compensation
−Removed: 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.
+Added: 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,” “2025 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 8,270,126 (1)
−Removed: (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.
+Added: (1) This amount represents 1,992,672 shares of common stock subject to outstanding stock options, 3,599,073 shares of common stock subject to outstanding restricted stock units, 531,112 shares of stock subject to outstanding deferred share units, 1,757,831 shares of stock subject to outstanding performance shares units (assuming target level of performance), and 389,438 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.
11 unchanged sentences
• Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2024, December 31, 2023 and December 31, 2022;
−Removed: • Consolidated Statements of Stockholders’ Equity (Deficit) for the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021;
+Added: • Consolidated Statements of Stockholders’ (Deficit) Equity for the fiscal years ended December 31, 2024, December 31, 2023 and December 31, 2022;
• Notes to the Consolidated Financial Statements.
3 unchanged sentences
Number Description of Exhibit
−Removed: 2 Agreement and Plan of Merger dated as of May 17, 2015 among GrafTech International Ltd., BCP IV GrafTech Holdings LP and Athena Acquisition Subsidiary, Inc.
−Removed: (incorporated herein by reference to Exhibit 2.1 to GrafTech International Ltd.’s Current Report on Form 8‑K filed May 18, 2015).
3.1 Amended and Restated Certificate of Incorporation of GrafTech International Ltd.
−Removed: (incorporated herein by reference to Exhibit 3.1 to GrafTech International Ltd.
−Removed: ’ s Quarterly Report on Form 10-Q filed May 1, 2019).
+Added: (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.
−Removed: (incorporated herein by reference to Exhibit 3 .1 to GrafTech International Ltd.’s Current Repo rt on Form 8-K filed November 14, 2023 ).
−Removed: 4.1 Registration Rights Agreement, dated as of April 23, 2018, by and between GrafTech International Ltd.
−Removed: 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).
−Removed: 4.2 Stockholder Rights Agreement, dated as of April 23, 2018, by and between GrafTech International Ltd.
−Removed: 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).
−Removed: 4.3 Amendment No.
−Removed: 1 to Stockholder Rights Agreement, dated November 6, 2019 by and between GrafTech International Ltd.
−Removed: and BCP IV GrafTech Holdings LP (incorporated herein herein by reference to Exhibit 4.3 to GrafTech International Ltd.
−Removed: ’ s Annual Report on Form 10-K filed February 21, 2020).
−Removed: 4.4 Description of S ecurities (incorporated herein by reference to Exhibit 4.4 to GrafTech International Ltd.
−Removed: ’ s Annual Report on Form 10-K filed February 21, 2020).
+Added: (incorporated herein by reference to Exhibit 3.1 to GrafTech International Ltd.’s Current Report on Form 8-K filed November 14, 2023).
+Added: 4.1 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).
4.2 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.
−Removed: 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.
−Removed: ’ s Current Report on Form 8-K filed December 23, 2020).
+Added: 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).
4.3 Form of 4.625% Senior Secured Notes due 2028 of GrafTech Finance Inc.
4 unchanged sentences
(included in Exhibit 4.
+Added: 4.6 4.625% Supplemental Indenture, d ated as of December 23, 2024 (incorporated herein by reference to Exhibit 4.1 to GrafTech International Ltd.’s Current Report on Form 8-K filed December 23, 2024).
+Added: 4.7 9.875% Supplemental Indenture, dated as of December 23, 2024 (incorporated herein by reference to Exhibit 4.2 to GrafTech International Ltd.’s Current Report on Form 8-K filed December 23, 2024).
+Added: 4.8 New 4.625% Notes Indenture, dated as of December 23, 2024 (incorporated herein by reference to Exhibit 4.3 to GrafTech International Ltd.’s Current Report on Form 8-K filed December 23, 2024).
+Added: 4.9 Form of 4.625% Second Lien Notes due 2029 (included as Exhibit A to Exhibit 4.
+Added: 4.10 New 9.875% Notes Indenture, dated as of December 23, 2024 (incorporated herein by reference to Exhibit 4.
+Added: 5 to GrafTech International Ltd.’s Current Report on Form 8-K filed December 23, 2024).
+Added: 4.11 Form of 9.875% Second Lien Notes due 2029 (included as Exhibit A to 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.
2 unchanged sentences
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).
−Removed: 10.3 Guarantee Agreement, dated February 12, 2018, among GrafTech International Ltd., GrafTech Finance Inc., the other subsidiaries of GrafTech International Ltd.
−Removed: from time to time party thereto, in favor of JPMorgan Chase Bank, N.A., as Collateral Agent (incorporated herein by reference to Exhibit 10.2 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No.
−Removed: 333‑223791) filed March 20, 2018).
−Removed: 10.4 Collateral Agreement, dated as of February 12, 2018, among GrafTech International Ltd., GrafTech Finance Inc., the other grantors party thereto and JPMorgan Chase Bank, N.A., as Collateral Agent (incorporated herein by reference to Exhibit 10.3 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No.
−Removed: 333‑223791) filed March 20, 2018).
−Removed: 10.5 European Guarantee and Luxembourg Security Agreement, dated as of February 12, 2018, by GrafTech Luxembourg I S.À.R.L., GrafTech Luxembourg II S.À.R.L., GrafTech Switzerland SA in favor of JPMorgan Chase Bank, N.A., as Collateral Agent (incorporated herein by reference to Exhibit 10.4 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No.
−Removed: 333‑223791) filed March 20, 2018).
−Removed: 10.6 Pledge Agreement, dated as of February 12, 2018, by GrafTech Switzerland SA in favor of JPMorgan Chase Bank, N.A., as Collateral Agent (incorporated herein by reference to Exhibit 10.5 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No.
−Removed: 333‑223791) filed March 20, 2018).
−Removed: 10.7 Pledge Agreement, dated as of February 12, 2018, by GrafTech Luxembourg I S.
−Removed: À.R.L in favor of JPMorgan Chase Bank, N.A., as Collateral Agent (incorporated herein by reference to Exhibit 10.6 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No.
−Removed: 333‑223791) filed March 20, 2018).
−Removed: 10.8 Pledge Agreement, dated as of February 12, 2018, by GrafTech Luxembourg II S.À.R.L in favor of JPMorgan Chase Bank, N.A., as Collateral Agent (incorporated herein by reference to Exhibit 10.7 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No.
−Removed: 333‑223791) filed March 20, 2018).
−Removed: 10.9 Patent Security Agreement, dated as of February 12, 2018, among GrafTech International Holdings Inc., as Grantor, and JPMorgan Chase Bank, N.A., as Collateral Agent (incorporated herein by reference to Exhibit 10.8 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No.
−Removed: 333‑223791) filed March 20, 2018).
−Removed: 10.10 Trademark Security Agreement, dated as of February 12, 2018, among GrafTech International Holdings Inc., as Grantor, and JPMorgan Chase Bank, N.A., as Collateral Agent (incorporated herein by reference to Exhibit 10.9 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No.
−Removed: 333‑223791) filed March 20, 2018).
−Removed: 10.11 Copyright Security Agreement, dated as of February 12, 2018, among GrafTech International Holdings, Inc., as Grantor, and JPMorgan Chase Bank, N.A., as Collateral Agent (incorporated herein by reference to Exhibit 10.10 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No.
−Removed: 333‑223791) filed March 20, 2018).
−Removed: 10.12 Share Pledge Agreement, dated February 12, 2018, between GrafTech Luxembourg I S.À.R.L., as Pledgor, and JPMorgan Chase Bank, N.A., as Collateral Agent, in the presence of GrafTech Luxembourg II S.À.R.L.
−Removed: (incorporated herein by reference to Exhibit 10.11 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No.
−Removed: 333‑223791) filed March 20, 2018).
−Removed: 10.13 Share Pledge Agreement, dated as of February 12, 2018, between GrafTech International Holdings Inc., as Pledgor, and JPMorgan Chase Bank, N.A., as Collateral Agent, in the presence of GrafTech Luxembourg I S.À.R.L.
−Removed: (incorporated herein by reference to Exhibit 10.12 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No.
−Removed: 333‑223791) filed March 20, 2018).
−Removed: 10.14 Swiss Security Agreement, dated as of February 12, 2018, by GrafTech Switzerland SA and JPMorgan Chase Bank, N.A., as the Assignee and Collateral Agent (incorporated herein by reference to Exhibit 10.13 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No.
−Removed: 333‑223791) filed March 20, 2018) .
10.3 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.
+Added: (incorporated herein by reference to Exhibit 10.1 5 to GrafTech International Ltd.
+Added: ’ s Annual Report on Form 10-K filed February 14, 2024).
10.4+ Form of Indemnification Agreement with Directors and Executive Officers (incorporated herein by reference to Exhibit 10.15 to GrafTech International Ltd.’s Registration Statement on Form S‑1/A (Registration No.
7 unchanged sentences
10.7+ Form of Deferred Share Unit Agreement under the GrafTech International Ltd.
−Removed: Omnibus Equity Incentive Plan for Non‑Employee Directors (incorporated herein by reference to Exhibit 10.27 to GrafTech International Ltd.
−Removed: ’ s Registration Statement on Form S-1/A (Registration No.
+Added: 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).
10.8+ Form of Deferred Share Unit Agreement under the GrafTech International Ltd.
−Removed: Omnibus Equity Incentive Plan for Non-Employee Directors (adopted November 1, 2018) (incorporated herein by reference to Exhibit 10.34 to GrafTech International Ltd.
−Removed: ’ s Annual Report on Form 10-K filed February 22, 2019).
+Added: 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).
10.9+ Form of Stock Option Grant Agreement under the GrafTech International Ltd.
−Removed: Omnibus Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 to GrafTech International Ltd.
−Removed: ’ s Quarterly Report on Form 10-Q filed May 1, 2019).
−Removed: 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.
−Removed: Bank National Association, as collateral agent (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.
−Removed: ’ s Current Report on Form 8-K filed December 23, 2020).
+Added: 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).
10.10 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).
−Removed: 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.
−Removed: ’ s Current Report on Form 8-K filed June 2, 2022).
+Added: 10.11 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 Switzerland 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).
10.12+ Form of Restricted Stock Unit Agreement under the GrafTech International Ltd.
−Removed: Omnibus Equity Incentive Plan (2022 Version) (incorporated herein by reference to Exhibit 10.36 to GrafTech International Ltd.
−Removed: ’ s Annual Report on Form 10-K filed February 22, 2022).
+Added: 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).
10.13+ Form of Stock Option Grant Agreement under the GrafTech International Ltd.
−Removed: Omnibus Equity Incentive Plan (2022 Version) (incorporated herein by reference to Exhibit 10.37 to GrafTech International Ltd.
−Removed: ’ s Annual Report on Form 10-K filed February 22, 2022).
+Added: 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).
10.14+ Form of Restricted Stock Unit Agreement under the GrafTech International Ltd.
−Removed: Omnibus Equity Incentive Plan (2022 Non-US Version) (incorporated herein by reference to Exhibit 10.4 to GrafTech International Ltd.
−Removed: ’ s Quarterly Report on Form 10-Q filed August 5, 2022).
+Added: 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).
10.15+ Form of Stock Option Grant Agreement under the GrafTech International Ltd.
−Removed: Omnibus Equity Incentive Plan (2022 Non-US Version) (incorporated herein by reference to Exhibit 10.5 to GrafTech International Ltd.
−Removed: ’ s Quarterly Report on Form 10-Q filed August 5, 2022).
−Removed: 10.29+ Form of Retention Bonus Agreement (incorporated herein by reference to Exhibit 10.
−Removed: 38 to GrafTech International Ltd.
−Removed: ’ s Annual Report on Form 10- K filed February 14 , 2023) .
+Added: 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).
+Added: 10.16+ 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) .
10.17+ Form of Director Restricted Stock Units Agreement under the GrafTech International Ltd.
−Removed: Omnibus Equity Incentive Plan (2023 Version) (incorporated herein by reference to Exhibit 10.3 9 to GrafTech International Ltd.
−Removed: ’ s Annual Report on Form 10-K filed February 14, 2023) .
+Added: Omnibus Equity Incentive Plan (2023 Version) (incorporated herein by reference to Exhibit 10.39 to GrafTech International Ltd.’s Annual Report on Form 10-K filed February 14, 2023) .
10.18+ Form of Director Deferred Restricted Stock Units Agreement under the GrafTech International Ltd.
−Removed: Omnibus Equity Incentive Plan (2023 Version) (incorporated herein by reference to Exhibit 10.
−Removed: 40 to GrafTech International Ltd.
−Removed: ’ s Annual Report on Form 10-K filed February 14, 2023) .
+Added: 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) .
10.19+ Amended and Restated GrafTech International Ltd.
−Removed: Director Deferred Fee Plan, amended and restated effective as of April 1, 2023 (incorporated herein by reference to Exhibit 10.
−Removed: 41 to GrafTech International Ltd.
−Removed: ’ s Annual Report on Form 10-K filed February 14, 2023) .
+Added: 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) .
10.20+ Form of Director Deferred Share Unit Agreement under the GrafTech International Ltd.
−Removed: Omnibus Equity Incentive Plan (2023 Version) (incorporated herein by reference to Exhibit 10.
−Removed: 42 to GrafTech International Ltd.
−Removed: ’ s Annual Report on Form 10-K filed February 14, 2023) .
+Added: 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) .
10.21+ 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).
−Removed: 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.
−Removed: 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).
−Removed: 10.36+ Amended and Restated Employment Agreement, dated June 13, 2023, by and between GrafTech International Holdings Inc.
−Removed: 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).
10.22+ Form of Restricted Stock Unit Agreement under the GrafTech International Ltd.
−Removed: Omnibus Equity Incentive Plan (2023 Version) (incorporated herein by reference to Exhibit 10.
−Removed: 1 to GrafTech International Ltd.
−Removed: ’ s Quarterly Report on Form 10-Q filed A pril 28 , 2023).
+Added: 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 April 28, 2023).
10.23+ Form of Restricted Stock Unit Agreement under the GrafTech International Ltd.
−Removed: Omnibus Equity Incentive Plan (2023 Non-US Version) (incorporated herein by reference to Exhibit 10.
−Removed: 2 to GrafTech International Ltd.
−Removed: ’ s Q uarterly Report on Form 10-Q filed April 28, 2023).
+Added: Omnibus Equity Incentive Plan (2023 Non-US Version) (incorporated herein by reference to Exhibit 10.2 to GrafTech International Ltd.’s Quarterly Report on Form 10-Q filed April 28, 2023).
10.24+ Form of Stock Option Grant Agreement under the GrafTech International Ltd.
−Removed: Omnibus Equity Incentive Plan (2023 Version) (incorporated herein by reference to Exhibit 10.
−Removed: 3 to GrafTech International Ltd.
−Removed: ’ s Quarterly Report on Form 10-Q filed April 28, 2023) .
+Added: 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) .
10.25+ Form of Stock Option Grant Agreement under the GrafTech International Ltd.
−Removed: Omnibus Equity Incentive Plan (2023 Non-US Version) (incorporated herein by reference to Exhibit 10.
−Removed: 4 to GrafTech International Ltd.
−Removed: ’ s Quarterly Report on Form 10-Q filed April 28, 2023) .
+Added: 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) .
10.26+ Form of Performance Stock Unit Agreement under the GrafTech International Ltd.
−Removed: Omnibus Equity Incentive Plan (2023 Version) (incorporated herein by reference to Exhibit 10.
−Removed: 5 to GrafTech International Ltd.
−Removed: ’ s Quarterly Report on Form 10-Q filed April 28, 2023).
+Added: 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).
10.27+ Form of Performance Stock Unit Agreement under the GrafTech International Ltd.
−Removed: Omnibus Equity Incentive Plan (2023 Non-US Version) (incorporated here in by reference to Exhibit 10.
−Removed: 6 to GrafTech International Ltd.
−Removed: ’ s Quarterly Report on Form 10-Q filed April 28, 2023).
+Added: Omnibus Equity Incentive Plan (2023 Non-US Version) (incorporated herein by reference to Exhibit 10.6 to GrafTech International Ltd.’s Quarterly Report on Form 10-Q filed April 28, 2023).
10.28+ GrafTech International Ltd.
−Removed: Short-Term Incentive Plan (Amended and Restated effective November 6, 2023).
−Removed: 21* List of S ubsidiaries of GrafTech International Ltd.
+Added: Short-Term Incentive Plan (Amended and Restated effective November 6, 2023) (incorporated herein by reference to Exhibi t 10.43 to GrafTech International Ltd.
+Added: ’ s Annual Report on Form 10-K filed on February 14, 2024) .
+Added: 10.29+ Form of Performance Stock Unit Agreement under the GrafTech International Ltd.
+Added: Omnibus Equity Incentive Plan (2024 Version) (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.’s Quarterly Report on Form 10-Q filed April 26, 2024).
+Added: 10.30+ Form of Performance Stock Unit Agreement under the GrafTech International Ltd.
+Added: Omnibus Equity Incentive Plan (2024 Non-US Version) (incorporated herein by reference to Exhibit 10.2 to GrafTech International Ltd.’s Quarterly Report on Form 10-Q filed April 26, 2024).
+Added: 10.31+ CEO Offer Letter for Timothy K.
+Added: Flanagan, dated as of April 26, 2024 (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.’s Quarterly Report on Form 10-Q filed on July 26, 2024).
+Added: 10.32 New First Lien Term Loan Credit Agreement, dated as of December 23, 2024 (incorporated herein by reference to Exhibit 4.7 to GrafTech International Ltd.’s Current Report on Form 8-K filed December 23, 2024).
+Added: 10.33 Fourth Amendment to the Revolving Credit Agreement, dated as of December 23, 2024 (incorporated herein by reference to Exhibit 4.8 to GrafTech International Ltd.’s Current Report on Form 8-K filed December 23, 2024).
+Added: 10.34 Cooperation Agreement, dated as of January 10, 2025, by and between GrafTech International Ltd.
+Added: and Nilesh Undavia (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.
+Added: ’ s Current Report on Form 8-K filed on January 10, 2025 ) .
+Added: 19* GrafTech International Ltd.
+Added: Insider Trading Policy, dated July 24, 2024
+Added: 21* List of Subsidiaries 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 Timothy K.
−Removed: Flanagan , Interim Chief Executive Officer and President (Principal Executive Officer).
−Removed: 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).
+Added: Flanagan, Chief Executive Officer and President (Principal Executive Officer).
+Added: 31.2* Certification pursuant to Rule 13a-14(a) under the Exchange Act by Rory O ’ Donnell , Chief Financial Officer and Senior Vice President (Principal Financial Officer).
32.1** Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Timothy K.
−Removed: Flanagan , Interim Chief Executive Officer and President (Principal Executive Officer).
−Removed: 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).
+Added: Flanagan, Chief Executive Officer and President (Principal Executive Officer).
+Added: 32.2** Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Rory O ’ Donnell , Chief Financial Officer and Senior Vice President (Principal Financial Officer).
97 GrafTech International Ltd.
−Removed: Compensation Clawback Policy, effective October 2, 2023.
+Added: Compensation Clawback Policy, effective October 2, 2023 (incorporated herein by reference to Exhibit 97 to GrafTech International Ltd.’s Annual Report on Form 10-K filed on February 14, 2024).
101 The following financial information from GrafTech International Ltd.’s Annual Report on Form 10-K for the year ended December 31, 2024 formatted in Inline XBRL (Extensible Business Reporting Language) includes:
−Removed: (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.
+Added: (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’ (Deficit) Equity, and (v) Notes to the Consolidated Financial Statements.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
8 unchanged sentences
/s/ Timothy K.
−Removed: Interim Chief Executive Officer and President
+Added: 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.
1 unchanged sentence
/s/ Timothy K.
−Removed: Flanagan Interim Chief Executive Officer and President (Principal Executive Officer) February 14, 2024
−Removed: /s/ Catherine Hedoux-Delgado Interim Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) February 14, 2024
−Removed: Catherine Hedoux-Delgado
+Added: Flanagan Chief Executive Officer and President and Director
+Added: (Principal Executive Officer) February 14, 2025
+Added: /s/ Rory O’Donnell Chief Financial Officer and Senior Vice President (Principal Financial Officer and
+Added: Principal Accounting Officer) February 14, 2025
+Added: Rory O’Donnell
Keizer Chairman and Director February 14, 2025
5 unchanged sentences
Jean-Marc Germain
−Removed: /s/ Marcel Kessler Director February 14, 2024
−Removed: Marcel Kessler
+Added: /s/ Sachin Shivaram Director February 14, 2025
+Added: Sachin Shivaram
/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.