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
−Removed: 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: 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 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, 2025.
53 unchanged sentences
• Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024;
−Removed: • Consolidated Statements of Operations and Comprehensive (Loss) Income for the fiscal years ended December 31, 2024, December 31, 2023 and December 31, 2022;
+Added: • Consolidated Statements of Operations and Comprehensive Loss for the fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023;
• Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023;
7 unchanged sentences
(incorporated herein by reference to Exhibit 3.1 to GrafTech International Ltd.’s Quarterly Report on Form 10-Q filed May 1, 2019).
+Added: 3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of GrafTech International Ltd.
+Added: (incorporated by reference to Exhibit 3.1 to GrafTech International Ltd.’s Current Report on Form 8-K filed August 28, 2025).
3.3 Amended and Restated By‑Laws of GrafTech International Ltd.
9 unchanged sentences
(included in Exhibit 4.4).
−Removed: 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).
4.6 4.625% Supplemental Indenture, dated 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).
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).
4.9 Form of 4.625% Second Lien Notes due 2029 (included as Exhibit A to Exhibit 4.8) .
−Removed: 4.10 New 9.875% Notes Indenture, dated as of December 23, 2024 (incorporated herein by reference to Exhibit 4.
−Removed: 5 to GrafTech International Ltd.’s Current Report on Form 8-K filed December 23, 2024).
+Added: 4.10 New 9.875% Notes Indenture, dated as of December 23, 2024 (incorporated herein by reference to Exhibit 4.5 to GrafTech International Ltd.’s Current Report on Form 8-K filed December 23, 2024).
4.11 Form of 9.875% Second Lien Notes due 2029 (included as Exhibit A to Exhibit 4.10) .
2 unchanged sentences
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.
−Removed: 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).
+Added: 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 August 3, 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.
−Removed: (incorporated herein by reference to Exhibit 10.1 5 to GrafTech International Ltd.
−Removed: ’ s Annual Report on Form 10-K filed February 14, 2024).
+Added: (incorporated herein by reference to Exhibit 10.15 to GrafTech International Ltd.’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.
13 unchanged sentences
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).
−Removed: 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).
+Added: 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 February 19, 2021).
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).
31 unchanged sentences
10.28+ GrafTech International Ltd.
−Removed: Short-Term Incentive Plan (Amended and Restated effective November 6, 2023) (incorporated herein by reference to Exhibi t 10.43 to GrafTech International Ltd.
−Removed: ’ s Annual Report on Form 10-K filed on February 14, 2024) .
+Added: Short-Term Incentive Plan (Amended and Restated effective November 6, 2023) (incorporated herein by reference to Exhibit 10.43 to GrafTech International Ltd.’s Annual Report on Form 10-K filed February 14, 2024).
10.29+ Form of Performance Stock Unit Agreement under the GrafTech International Ltd.
7 unchanged sentences
10.34 Cooperation Agreement, dated as of January 10, 2025, by and between GrafTech International Ltd.
−Removed: and Nilesh Undavia (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.
−Removed: ’ s Current Report on Form 8-K filed on January 10, 2025 ) .
+Added: and Nilesh Undavia (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.’s Current Report on Form 8-K filed January 10, 2025).
19 GrafTech International Ltd.
−Removed: Insider Trading Policy, dated July 24, 2024
+Added: Insider Trading Policy, dated July 24, 2024 (incorporated herein by reference to Exhibit 19 .1 to Gr afTech International Ltd.
+Added: ’ s Annual Report on Form 10-K f iled February 14, 2025).
21 List of Subsidiaries of GrafTech International Ltd.
+Added: (incorporated herein by reference to Exhibit 21 .1 to GrafTech International Ltd.’s Annual Report on Form 10-K filed February 14, 2025).
23* Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
8 unchanged sentences
101 The following financial information from GrafTech International Ltd.’s Annual Report on Form 10-K for the year ended December 31, 2025 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’ (Deficit) Equity, and (v) Notes to the Consolidated Financial Statements.
+Added: (i) the Consolidated Balance Sheets;
+Added: (ii) the Consolidated Statements of Operations and Comprehensive Loss;
+Added: (iii) the Consolidated Statements of Cash Flows;
+Added: (iv) the Consolidated Statements of Stockholders’ (Deficit) Equity;
+Added: and (v) Notes to the Consolidated Financial Statements.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
18 unchanged sentences
Keizer Chairman and Director February 13, 2026
−Removed: /s/ Diego Donoso Director February 14, 2025
−Removed: /s/ Michel J.
−Removed: Dumas Director February 14, 2025
/s/ Debra Fine Director February 13, 2026
1 unchanged sentence
Jean-Marc Germain
+Added: Roegner Director February 13, 2026
/s/ Sachin Shivaram Director February 13, 2026
Sachin Shivaram
−Removed: /s/ Anthony R.
−Removed: Taccone Director February 14, 2025
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.