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GRAFTECH INTERNATIONAL LTD

For the period ended Dec 31, 2023. Filed Feb 14, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 14, 2024

EAF$10.29-3.1%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibit and Financial Statement Schedules

(a) The following documents are filed as part of this Report:

(1) Financial Statements

The following financial statements are set forth under Part II, Item 8 of this Annual Report:

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 Stockholders’ Equity (Deficit) for the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021; and

Notes to the Consolidated Financial Statements.

(2) Financial Statement Schedules

All schedules have been omitted because the required information is included in the consolidated financial statements or the notes thereto, or because it is not required.

(3) Exhibits

The exhibits listed in the following table have been filed or furnished, as applicable, with this Annual Report, or have been incorporated herein by reference.

ExhibitNumberDescription of Exhibit
2Agreement and Plan of Merger dated as of May 17, 2015 among GrafTech International Ltd., BCP IV GrafTech Holdings LP and Athena Acquisition Subsidiary, Inc. (incorporated herein by reference to Exhibit 2.1 to GrafTech International Ltd.’s Current Report on Form 8‑K filed May 18, 2015).
3.1Amended 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).
3.2Amended and Restated By‑Laws of GrafTech International Ltd. (incorporated herein by reference to Exhibit 3.1 to GrafTech International Ltd.’s Current Report on Form 8-K filed November 14, 2023).
4.1Registration 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 Quarterly Report on Form 10‑Q filed on August 3, 2018).
4.2Stockholder 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 Quarterly Report on Form 10‑Q filed on August 3, 2018).
4.3Amendment 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).
4.4Description 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).
4.5Indenture, 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).
4.6Form of 4.625% Senior Secured Notes due 2028 of GrafTech Finance Inc. (included in Exhibit 4.5).
4.7Indenture, 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).
4.8Form of 9.875% Senior Secured Notes due 2028 of GrafTech Global Enterprises Inc. (included in Exhibit 4.7).
10.1Credit 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).
10.2First 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 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).
10.3Guarantee Agreement, dated February 12, 2018, among GrafTech International Ltd., GrafTech Finance Inc., the other subsidiaries of GrafTech International Ltd. 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. 333‑223791) filed March 20, 2018).
10.4Collateral 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. 333‑223791) filed March 20, 2018).
10.5European 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. 333‑223791) filed March 20, 2018).
10.6Pledge 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. 333‑223791) filed March 20, 2018).
10.7Pledge Agreement, dated as of February 12, 2018, by GrafTech Luxembourg I S. 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. 333‑223791) filed March 20, 2018).
10.8Pledge 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. 333‑223791) filed March 20, 2018).
10.9Patent 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. 333‑223791) filed March 20, 2018).
10.10Trademark 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. 333‑223791) filed March 20, 2018).
10.11Copyright 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. 333‑223791) filed March 20, 2018).
10.12Share 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. (incorporated herein by reference to Exhibit 10.11 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No. 333‑223791) filed March 20, 2018).
10.13Share 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. (incorporated herein by reference to Exhibit 10.12 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No. 333‑223791) filed March 20, 2018).
10.14Swiss 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. 333‑223791) filed March 20, 2018).
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.
10.16+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. 333‑223791) filed March 26, 2018).
10.17+GrafTech International Ltd. Omnibus Equity Incentive Plan (incorporated herein by reference to Exhibit 10.24 to GrafTech International Ltd.’s Registration Statement on Form S‑1/A (Registration No. 333‑223791) filed April 4, 2018).
10.18+Form of Stock Option Agreement for the GrafTech International Ltd. Omnibus Equity Incentive Plan (incorporated herein by reference to Exhibit 10.25 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).
10.20+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).
10.21+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).
10.22Collateral 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).
10.23Second 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).
10.24Third 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).
10.25+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 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 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 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) (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) (incorporated herein by reference to Exhibit 10.39 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) (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 (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) (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).
10.35Collateral 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 April 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 Quarterly 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 herein 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 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. 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, 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.
101The 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 (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.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
  • Filed herewith

** Furnished herewith

  • Indicates management contract or compensatory plan or arrangement
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