EAF Filings — Graftech International Ltd - FilingSpy
EAF
Graftech International Ltd
A maker of graphite electrodes—the giant carbon rods that recycle scrap steel in electric arc furnaces—plus the petroleum needle coke that feeds them, produced at its Seadrift, Texas plant. Its roots reach back to 1886, when Cleveland's National Carbon Company supplied the arc carbon that lit the world's first electric street lamps. Renamed GrafTech in 2002, it once won an Academy Award for the carbon used in cinema projectors.
GrafTech enters $50M equity distribution agreement with Evercore
The agreement allows GrafTech to sell up to $50 million of its common stock through Evercore as sales agent.
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GrafTech International Ltd. entered into an Equity Distribution Agreement with Evercore Group L.L.C. on May 29, 2026.
Sales may be made through 'at the market offerings' under Rule 415, with commissions to Evercore of up to 3.0% of gross proceeds.
The offering terminates upon selling $50 million of shares or termination by either party.
Net proceeds are intended for general corporate purposes, including operating activities, debt refinancing, capital expenditures, or strategic opportunities.
1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits
GrafTech stockholders elect two directors and approve auditor ratification and say-on-pay at 2026 annual meeting.
GrafTech International Ltd. held its Annual Meeting of Stockholders on May 7, 2026, with 25,988,349 shares outstanding and entitled to vote as of the March 9, 2026 record date.
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Jean-Marc Germain and Henry R. Keizer were elected as directors for three-year terms; Germain received 9,018,146 votes for and Keizer received 9,583,429 votes for, with 10,617,785 broker non-votes each.
Stockholders ratified the selection of Deloitte & Touche LLP as the independent registered public accounting firm for 2026, with 20,015,149 votes for, 410,627 against, and 22,034 abstentions.
The advisory vote on named executive officer compensation was approved, with 9,007,892 votes for, 272,642 against, 549,491 abstentions, and 10,617,785 broker non-votes.
The report was filed under Item 5.07 to disclose the final voting results of the proposals submitted to stockholders at the annual meeting.
5.07 Submission of Matters to a Vote of Security Holders
GrafTech reports Q4 2025 net loss of $65M, full-year net loss of $220M
Q4 2025 net sales were $116 million, down 13% year-over-year, with sales volume flat at 27.1 thousand MT.
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Full-year 2025 net sales were $504 million, down 6% from 2024, while sales volume grew 6% to 109.2 thousand MT.
Q4 2025 adjusted EBITDA was negative $22 million, including a $12 million non-cash inventory valuation charge.
Full-year 2025 adjusted EBITDA was negative $9 million, compared to positive $2 million in 2024.
For 2026, GrafTech expects a 5-10% year-over-year increase in sales volume and a low single-digit percentage decline in cash cost of goods sold per MT.
2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits
GrafTech reports Q3 2025 net loss of $28M, sales up 10% to $144M
Third quarter 2025 net sales were $144 million, up 10% year-over-year, with sales volume up 9% to 28.8 thousand MT.
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Net loss for Q3 2025 was $28 million, or $1.10 per share, compared to a net loss of $36 million, or $1.40 per share, in Q3 2024.
Adjusted EBITDA was $13 million in Q3 2025, including an $11 million non-cash benefit from resolution of a commercial matter, versus negative $6 million in Q3 2024.
The company now expects full-year 2025 sales volume growth of 8-10% year-over-year and an approximate 10% decline in cash cost of goods sold per MT.
Total liquidity as of September 30, 2025 was $384 million, with gross debt of $1,125 million and net debt of approximately $947 million.
2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits
GrafTech International Ltd. files Certificate of Amendment to effect a 1-for-10 reverse stock split, effective August 29, 2025.
Each ten pre-split shares of common stock will combine into one new share; authorized common stock decreases from 3,000,000,000 to 300,000,000 shares, and preferred stock from 300,000,000 to 30,000,000 shares.
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Stockholders approved the reverse stock split at a Special Meeting on August 14, 2025, with the Board later setting the ratio at 1-for-10.
The Certificate of Amendment was filed with the Delaware Secretary of State on August 28, 2025, effective at 12:01 a.m. Eastern Time on August 29, 2025.
No fractional shares will be issued; holders otherwise entitled to a fractional share will receive a rounded-up whole share, and no cash will be paid for fractional shares.
Common stock will trade on the NYSE under the existing symbol 'EAF' on a split-adjusted basis starting August 29, 2025, with a new CUSIP of 384313 607.
3.03 Material Modification to Rights of Security Holders · 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 9.01 Financial Statements and Exhibits