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GRAFTECH INTERNATIONAL LTD

For the period ended May 7, 2026. Filed Mar 27, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 7, 2026 · Filed Mar 27, 2026

EAF$9.58+1.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrantx Filed by a Party other than the Registranto

Check the appropriate box:

oPreliminary Proxy Statement.
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
xDefinitive Proxy Statement.
oDefinitive Additional Materials.
oSoliciting Material Pursuant to §240.14a-12.

GRAFTECH INTERNATIONAL LTD.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

xNo fee required.
oFee paid previously with preliminary materials.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

March 27, 2026

Dear Stockholders:

We are pleased to invite you to the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of GrafTech International Ltd. The Annual Meeting will be held on Thursday, May 7, 2026, at 8:00 a.m. Eastern Time. The Board of Directors has determined the Annual Meeting will be held in a virtual format via the Internet again this year.

We use the Internet as our primary means of furnishing proxy materials to our stockholders, including the Notice of Annual Meeting of Stockholders, proxy statement (the “Proxy Statement”) and proxy card (collectively, the “Proxy Materials”). Details about the business to be conducted at the Annual Meeting can be found in the Notice of Annual Meeting of Stockholders and the Proxy Statement. Your vote is important. The Annual Meeting will be held in a virtual format only. Regardless of whether you plan to attend the virtual Annual Meeting, we urge you to vote your shares as soon as possible. We are mailing you a Notice of Internet Availability of Proxy Materials containing instructions on how to access the Proxy Materials and vote your shares. Additional information about voting your shares is included in the Proxy Statement.

On behalf of the Board of Directors, thank you for your continued interest and support.

Sincerely,

Henry R. KeizerTimothy K. Flanagan
Director and Chairman of the BoardDirector, Chief Executive Officer and President

Notice of Annual Meeting of Stockholders

Date:May 7, 2026At the Annual Meeting, you will be asked to:
Time:8:00 a.m. Eastern TimeProposal 1Elect two directors for a three-year term or until their successors are elected and qualified;
VirtualMeeting Website:meetnow.global/MY4U2XVProposal 2Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2026;
RecordDate:March 9, 2026Proposal 3Approve, on an advisory basis, our named executive officer compensation; and
Transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

The proxy is solicited on behalf of the Board of Directors (the “Board”) of GrafTech International Ltd. (“GrafTech,” “we,” “our” or the “Company”) for use at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 7, 2026, at 8:00 a.m. Eastern Time, or at any adjournment or postponement thereof, for the purposes set forth herein. The Board has determined that the Annual Meeting will be held in a virtual format via the Internet again this year.

HOW YOU MAY VOTE

The Notice of Internet Availability of Proxy Materials contains instructions on how to access the proxy statement(the “Proxy Statement”) and proxy card (collectively, the “Proxy Materials”), and how to vote your shares. You may vote if you were a stockholder of record at the close of business on March 9, 2026 (the “Record Date”). To ensure that your shares are represented at the Annual Meeting, please vote as soon as possible by one of the following methods:

•By Internet.•By Mail.
•By Telephone.•Online, during the virtual Annual Meeting.

For more detailed information on voting, please see “How do I cast a vote?” in the “Questions & Answers” section beginning on page 68 of the accompanying Proxy Statement.

Whether or not you expect to attend the virtual Annual Meeting, please vote as soon as possible to ensure representation of your shares at the Annual Meeting. You may vote your shares over the Internet, by telephone or by mail (as applicable) by following the instructions on the proxy card or voting instruction form. The Notice of Internet Availability of Proxy Materials provides information on how stockholders can obtain paper copies of the Proxy Materials, including a proxy card or voting instruction card, as applicable, if they so choose. More information about registering for and attending the virtual Annual Meeting is included in the “Questions & Answers” section of the accompanying Proxy Statement. Except as otherwise noted, the information herein and in the accompanying Proxy Statement is as of March 25, 2026, the date we commenced printing. We made the Proxy Materials available to our stockholderson March 27, 2026.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on May 7, 2026: The Company’s Notice of the Annual Meeting of Stockholders, Proxy Statement, and 2025 Annual Report to Stockholders are available at: www.envisionreports.com/EAF.

By order of the Board of Directors,

Andrew J. Renacci

Chief Legal Officer & Corporate Secretary

GrafTech International Ltd.982 Keynote CircleBrooklyn Heights, OH 44131

Proxy Statement Guide

PROXY STATEMENT SUMMARY1
2026 Annual Meeting of Stockholders Information1
Proposals To Be Voted on and Board Recommendations1
2025 Business Summary1
Financial and Operating Performance1
Key Operating Metrics2
Strengthening Our Capital Structure and Liquidity3
Sustainability and Governance4
Our Director Nominees5
Our Returning Directors6
Board of Directors Snapshot7
Corporate Governance8
Executive Compensation9
CORPORATE GOVERNANCE10
General10
Availability of Corporate Governance Materials10
Board of Directors10
Leadership Structure10
Director Independence11
Committees of the Board of Directors11
Compensation Committee Interlocks and Insider Participation13
Code of Conduct and Ethics13
Board Meetings14
Director Skills and Qualifications Criteria14
Director Orientation and Continuing Education15
Director Compensation Program15
2025 Director Compensation Table17
Risk Oversight18
Communications from Stockholders and Other Interested Parties19
Certain Relationships and Related Party Transactions19
Delinquent Section 16(a) Reports20
Security Ownership of Certain Beneficial Owners and Management20
Policies on Transactions in Company Stock, Including Anti-Hedging Provisions22
PROPOSAL 1 ELECT TWO DIRECTORS FOR A THREE-YEAR TERM OR UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED24
Required Vote24
Nominees for Re-Election and Incumbent Directors25
Director Matrix30
PROPOSAL 2 RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 202632
Required Vote32
Audit Committee Report33
Independent Auditor Fees and Other Matters34
PROPOSAL 3 APPROVE, ON AN ADVISORY BASIS, OUR NAMED EXECUTIVE OFFICER COMPENSATION35
Required Vote35
EXECUTIVE COMPENSATION36
Compensation Discussion and Analysis36
Introduction36
Executive Summary36
Overview of Our 2025 Executive Compensation Program39
Peer Group41
Key Components of Our 2025 Executive Compensation Program41
Other Arrangements, Policies and Practices47
Compensation Committee Report49
Compensation Tables and Related Information50
2025 Summary Compensation Table50
2025 Grants of Plan-Based Awards Table52
Narrative Information Regarding the 2025 Summary Compensation Table and 2025 Grants of Plan-Based Awards Table52
Outstanding Equity Awards at 2025 Fiscal Year-End Table55
2025 Option Exercises and Stock Vested Table56
2025 Nonqualified Deferred Compensation Table56
2025 Potential Payments Upon Termination or Change in Control57
CEO Pay Ratio62
Pay Versus Performance63
Tabular List of Performance Measures65
Relationship Between Compensation Actually Paid and Certain Performance65
QUESTIONS & ANSWERS68
ADDITIONAL INFORMATION72
Proposals of Stockholders72
Stockholders Sharing the Same Address72
Cautionary Note Regarding Forward-Looking Statements72
APPENDIX A: NON-GAAP FINANCIAL MEASURESA-1
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.