GrafTech International Files 8-K

TL;DR

GrafTech filed an 8-K on 8/28/25 for corporate changes, check it out.

AI Summary

GrafTech International Ltd. filed an 8-K on August 28, 2025, reporting material modifications to the rights of security holders, amendments to its articles of incorporation or bylaws, and financial statements and exhibits. The filing indicates a change in the company's fiscal year, though specific details on the modifications or amendments are not provided in this excerpt.

Why It Matters

This 8-K filing signals potential changes in GrafTech's corporate structure or governance that could impact security holders and investors.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and amendments to corporate bylaws can introduce uncertainty and potential risks for investors.

Key Players & Entities

• GrafTech International Ltd. (company) — Registrant
• August 28, 2025 (date) — Date of Report
• 982 Keynote Circle Brooklyn Heights, OH 44131 (address) — Principal executive offices
• 27-2496053 (company_id) — IRS Employer Identification No
• 1-13888 (company_id) — Commission File Number

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common stock, $0.01 par value per share EAF New York Stock

Filing Documents

• gti-20250828.htm (8-K) — 31KB
• exhibit31-certificateofame.htm (EX-3.1) — 13KB
• gti-20250828_g1.jpg (GRAPHIC) — 83KB
• 0000931148-25-000131.txt ( ) — 378KB
• gti-20250828.xsd (EX-101.SCH) — 2KB
• gti-20250828_lab.xml (EX-101.LAB) — 22KB
• gti-20250828_pre.xml (EX-101.PRE) — 13KB
• gti-20250828_htm.xml (XML) — 3KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

03 Amendments to Articles of Incorporation or Bylaws

Item 5.03 Amendments to Articles of Incorporation or Bylaws. Reverse Stock Split GrafTech International Ltd. (the "Company") held a Special Meeting of Stockholders on August 14, 2025 (the "Special Meeting") as described in the Company's definitive proxy statement on Schedule 14A for the Special Meeting, filed with the Securities and Exchange Commission (the "SEC") on July 11, 2025. As previously reported in the Company's Current Report on Form 8-K filed with the SEC on August 18, 2025, at the Special Meeting, the Company's stockholders approved a proposal to amend the Company's Amended and Restated Certificate of Incorporation to, at the discretion of the Board of Directors of the Company (the "Board"), effect a reverse stock split of the Company's issued common stock, par value $0.01 per share (the "Common Stock"), at a ratio of not less than one-for-seven (1-for-7) and not greater than one-for-fifteen (1-for-15), with the final ratio within such range to be determined at the discretion of the Board, and a reduction in the number of authorized shares of common stock and preferred stock, par value $0.01 per share (the "Preferred Stock"), by a corresponding proportion. Following the Special Meeting, the Board approved the filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Amendment") to effect a reverse stock split at a ratio of 1-for-10 (the "Reverse Stock Split") and a reduction in the number of authorized shares of Common Stock and Preferred Stock by a corresponding proportion (the "Authorized Share Reduction"). The Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware to effect the Reverse Stock Split and Authorized Share Reduction on August 28, 2025, to become effective at 12:01 a.m. Eastern Time on August 29, 2025 (the "Effective Time"). The foregoing description of the Certificate of Amendment does not purport to be complete and is q

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 3.1 Certificate of Amendment to Amended and Restated Certif icate of Incorporation of GrafTech International Ltd. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GRAFTECH INTERNATIONAL LTD. Date: August 28, 2025 By: /s/ Rory O'Donnell Rory O'Donnell Chief Financial Officer and Senior Vice President

View Full Filing

View this 8-K filing on SEC EDGAR