eaf-20260326

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 Registrant x Filed by a Party other than the Registrant o

Check the appropriate box:


o			Preliminary Proxy Statement.

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).

x			Definitive Proxy Statement.

o			Definitive Additional Materials.

o			Soliciting 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):


x			No fee required.

o			Fee paid previously with preliminary materials.

o			Fee 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. Keizer						Timothy K. Flanagan

Director and Chairman of the Board						Director, Chief Executive Officer and President


Notice of Annual Meeting of Stockholders


Date:	May 7, 2026	At the Annual Meeting, you will be asked to:

Time:	8:00 a.m. Eastern Time	Proposal 1	Elect two directors for a three-year term or until their successors are elected and qualified;

Virtual Meeting Website:	meetnow.global/MY4U2XV	Proposal 2	Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2026;

Record Date:	March 9, 2026	Proposal 3	Approve, 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 stockholders on 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 Circle Brooklyn Heights, OH 44131

Proxy Statement Guide


PROXY STATEMENT SUMMARY			1
202 6 Annual Meeting of Stockholders Information			1
Proposals To Be Voted on and Board Recommendations			1
202 5 Business Summary			1
Financial and Operating Performance			1
Key Operating Metrics			2
Strengthening Our Capital Structure and Liquidity			3
Sustainability and Governance			4
Our Director Nominees			5
Our Returning Directors			6
Board of Directors Snapshot			7
Corporate Governance			8
Executive Compensation			9
CORPORATE GOVERNANCE			10
General			10
Availability of Corporate Governance Materials			10
Board of Directors			10
Leadership Structure			10
Director Independence			11
Committees of the Board of Directors			11
Compensation Committee Interlocks and Insider Participation			13
Code of Conduct and Ethics			13
Board Meetings			14
Director Skills and Qualifications Criteria			14
Director Orientation and Continuing Education			15
Director Compensation Program			15
202 5 Director Compensation Table			17
Risk Oversight			18
Communications from Stockholders and Other Interested Parties			19
Certain Relationships and Related Party Transactions			19
Delinquent Section 16(a) Reports			20
Security Ownership of Certain Beneficial Owners and Management			20
Policies on Transactions in Company Stock, Including Anti-Hedging Provisions			22


PROPOSAL 1 ELECT TWO DIRECTORS FOR A THREE-YEAR TERM OR UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED			24
Required Vote			24
Nominees for Re-Election and Incumbent Directors			25
Director Matrix			30
PROPOSAL 2 RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026			32
Required Vote			32
Audit Committee Report			33
Independent Auditor Fees and Other Matters			34
PROPOSAL 3 APPROVE, ON AN ADVISORY BASIS, OUR NAMED EXECUTIVE OFFICER COMPENSATION			35
Required Vote			35
EXECUTIVE COMPENSATION			36
Compensation Discussion and Analysis			36
Introduction			36
Executive Summary			36
Overview of Our 202 5 Executive Compensation Program			39
Peer Group			41
Key Components of Our 202 5 Executive Compensation Program			41
Other Arrangements, Policies and Practices			47
Compensation Committee Report			49
Compensation Tables and Related Information			50
202 5 Summary Compensation Table			50
202 5 Grants of Plan-Based Awards Table			52
Narrative Information Regarding the 202 5 Summary Compensation Table and 202 5 Grants of Plan-Based Awards Table			52
Outstanding Equity Awards at 2025 Fiscal Year-End Table			55
202 5 Option Exercises and Stock Vested Table			56
202 5 Nonqualified Deferred Compensation Table			56


202 5 Potential Payments Upon Termination or Change in Control			57
CEO Pay Ratio			62
Pay Versus Performance			63
Tabular List of Performance Measures			65
Relationship Between Compensation Actually Paid and Certain Performance			65
QUESTIONS & ANSWERS			68
ADDITIONAL INFORMATION			72
Proposals of Stockholders			72
Stockholders Sharing the Same Address			72
Annual Report on Form 10-K			72
Cautionary Note Regarding Forward-Looking Statements			72
APPENDIX A: NON-GAAP FINANCIAL MEASURES			A-1


Proxy Statement Summary

The following pages provide a summary of important information you will find in this proxy statement (the “Proxy Statement”). As it is only a summary, please review the complete Proxy Statement before submitting your vote.

2026 Annual Meeting of Stockholders Information


Date and Time	Record Date	Location	Who Can Vote
Thursday May 7, 2026 8:00 a.m. Eastern Time	March 9, 2026	Online only at meetnow.global/MY4U2XV	Stockholders of record at the close of business on March 9, 2026

Proposals To Be Voted on and Board Recommendations


	Proposal	Board’s Voting Recommendation	Page Reference (for more detail)
Proposal 1	Elect T wo Directors for a Three-Year Term or Until Their Successors are Elected and Qualified	FOR each nominee	24
Proposal 2	Ratify the Selection of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 202 6	FOR	32
Proposal 3	Approve, on an Advisory Basis, our Named Executive Officer Compensation	FOR	35

2025 Business Summary

Financial and Operating Performance

In the face of a challenging environment, we successfully delivered on our stated initiatives for 2025 to grow volume and market share, cut costs and manage our working capital and capital expenditure levels. Sales volume increased 6% compared to 2024 despite a flat demand environment globally. Net sales decreased $34.6 million, or 6%, from $538.8 million in 2024 to $504.1 million in 2025, primarily reflecting a decrease in the weighted-average realized price, partially offset by an increase in sales volume in 2025, compared to 2024. Net loss for 2025 was $219.8 million compared to a net loss of $131.2 million in 2024. Adjusted Net Loss(1) increased $60.9 million from $106.1 million in 2024 to $167.1 million in 2025. Adjusted EBITDA(1) for 2025 was negative $9.1 million, compared to Adjusted EBITDA of $1.6 million in the prior year.


			GrafTech International Ltd. \| 2026 Proxy Statement / 1

The following graphs show our Sales Volume, Net Sales, Net Loss, Adjusted Net Loss and Adjusted EBITDA for 2024 and 2025.

(1)A non-generally accepted accounting principle (“GAAP”) financial measure. See “Appendix A” to this Proxy Statement for additional information, including how we define these financial measures and a reconciliation to Net Loss, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

Key Operating Metrics

We use certain operating metrics to analyze the performance of our Company. The key operating metrics consist of sales volume, production volume, production capacity and capacity utilization. These metrics align with management’s assessment of our revenue performance and profit margin and will help stakeholders understand the factors that drive our profitability. We reported sales volume of 109.2 thousand metric tons (“MT”) in 2025, an increase of 6% compared to 2024. The amount of graphite electrodes we produced in 2025 increased by 15%, from 97.3 thousand MT in 2024 to 112.3 thousand MT in 2025. Our capacity utilization increased to 63% in 2025 compared to 55% in 2024.

As of December 31, 2025, our stated production capacity was approximately 178 thousand MT(1)(2) through our primary manufacturing facilities in Calais, Pamplona and Monterrey, which has remained consistent since December 31, 2024.



	Year ended December 31,
(in thousands, except percentages)	2025	2024

Sales volume (MT)	109.2	103.2


Production volume (MT)	112.3	97.3


Production capacity (MT)(1)(2)	178.0	178.0


Capacity utilization(3)	63%	55%

______________________________________

(1)Production capacity reflects expected maximum production volume during the period depending on product mix and expected maintenance outage. Actual production may vary.

(2)Includes graphite electrode facilities in Calais, France; Monterrey, Mexico; and Pamplona, Spain.


2 / GrafTech International Ltd. \| 2026 Proxy Statement

(3)Capacity utilization reflects production volume as a percentage of production capacity.

Strengthening Our Capital Structure and Liquidity

As of December 31, 2025, we had liquidity of $340.0 million, consisting of $101.6 million of availability under our revolving credit facility, $100.0 million available under our first lien term loan facility and cash and cash equivalents of $138.4 million. As of December 31, 2025, we had total debt of approximately $1.1 billion.


			GrafTech International Ltd. \| 2026 Proxy Statement / 3

Sustainability and Governance

For more than 100 years, we have been manufacturing graphite electrode products that are essential to the production of electric arc furnace (“EAF”) steel. EAF steelmaking directly supports the circular economy—as EAF steelmaking recycles scrap-based raw materials into new steel that is infinitely recyclable. EAF steelmaking is more environmentally friendly than blast furnace steelmaking, generating significantly less carbon dioxide emissions compared to a blast furnace facility according to the Steel Manufacturers Association.

Values and Culture


Our success is only possible with the hard work of our global team and their commitment to upholding our core values of Safety, Environment, and Quality, what we internally refer to as “SEQ.” These values focus our attention on a core mission for GrafTech: providing a safe work environment for all employees, environmental stewardship, and delivering superior product quality. We are committed to health and safety excellence and promoting the well-being of our people. We strive to improve our safety performance by focusing on programs and initiatives that hold all employees—from executives to the plant floor—accountable for keeping everyone safe, every day, across our global organization.

Our Approach to Sustainability

Sustainability is fundamental to our business strategy and culture. Ultimate responsibility for sustainability is held by our Sustainability Steering Committee, which includes our senior leadership team, composed of the Chief Executive Officer (“CEO”) and President; Chief Financial Officer and Senior Vice President; Vice President, Operations; Chief Legal Officer and Corporate Secretary; Vice President, Investor Relations and Treasurer; Senior Vice President, Commercial and CTS; and Vice President, Human Resources. Our Sustainability Steering Committee also includes members of our health, safety, and environmental protection, operations, communications and commercial teams and is responsible for defining our sustainability and governance mission and developing, implementing, and overseeing the company-wide sustainability and governance strategy. The Sustainability Steering Committee is supported by our Sustainability working groups, which are composed of cross-functional subject matter experts and includes representatives from our environmental, health, and safety; finance; communications; engineering; research and development; procurement; human resources; information technology; and commercial groups. The working groups are responsible for developing and implementing programs and initiatives that support our sustainability and governance strategy, including tracking and reporting on key performance indicators, providing data and support for sustainability and governance-related disclosures, and identifying and prioritizing opportunities and strategies to improve our sustainability and governance performance. As part of our continuous improvement efforts, the capital planning process includes a review of the sustainability and governance impacts to ensure they are considered in the project approval process. A review of our sustainability and governance initiatives and metrics is shared in our monthly business review meetings. The senior leadership team also provides sustainability and governance strategy updates, including metrics, to the Board on a quarterly basis.


4 / GrafTech International Ltd. \| 2026 Proxy Statement

Our Director Nominees

Under our Amended and Restated Certificate of Incorporation (the “Amended Certificate of Incorporation”), the number of directors is fixed by our Board but will not be fewer than three directors, nor more than eleven directors. Our Board currently consists of six members and is divided into three classes of directors, with Class I containing two directors, Class II containing two directors and Class III containing two directors, and with the directors typically serving three-year terms.

You are being asked to vote on the re-election of two directors. The terms of the directors in Class II expire at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Jean-Marc Germain and Henry R. Keizer are standing for re-election at the Annual Meeting as Class II directors. If both Class II director nominees are elected, the Board will continue to consist of six members. Each of these director nominees was recommended for nomination to the Board by the Nominating and Corporate Governance Committee. If elected, each of Messrs. Germain and Keizer will hold office for a three-year term until the 2029 annual meeting of stockholders (the “2029 Annual Meeting”) or until their successor is elected and qualified, subject to earlier retirement, resignation or removal.

Detailed information about each director’s background, skill set and areas of expertise can be found beginning on page 25.

Committees

Name and Principal Occupation

Age

Director Since

Independent

NCG

Class II Directors serving until 2026

Jean-Marc Germain

Senior Advisor to the Board of Constellium SE

2021

Henry R. Keizer

Former Deputy Chairman and Chief Operating Officer of KPMG

2021

CC, F

AC = Audit Committee HC = Human Resources and Compensation Committee

NCG = Nominating and Corporate Governance Committee C = Chairman of the Board

CC = Committee Chair F = AC Financial Expert


			GrafTech International Ltd. \| 2026 Proxy Statement / 5

Our Returning Directors

The table below provides select information about each of our Directors whose terms will continue following the Annual Meeting and who are not up for re-election this year. Detailed information about each director’s background, skill set and areas of expertise can be found beginning on page 25.

Committees

Name and Principal Occupation

Age

Director Since

Independent

NCG

Class III Directors serving until 2027:

Timothy K. Flanagan

CEO and President of GrafTech International Ltd.

2024

Sachin Shivaram

Chief Executive Officer of Wisconsin Aluminum Foundry Company, Inc.

2025

Committees

Name and Principal Occupation

Age

Director Since

Independent

NCG

Class I Directors serving until 2028:

Debra Fine

Chair and Founder of Fine Capital Partners

2021

Eric V. Roegner

Chief Executive Officer of Form Technologies, Inc.

2025

AC = Audit Committee HC = Human Resources and Compensation Committee

NCG = Nominating and Corporate Governance Committee C = Chairman of the Board

CC = Committee Chair F = AC Financial Expert


6 / GrafTech International Ltd. \| 2026 Proxy Statement

Board of Directors Snapshot

On January 10, 2025, the Company entered into a Cooperation Agreement (the “Cooperation Agreement”) with Nilesh Undavia, who beneficially owned approximately 6.7% of the outstanding common stock of the Company as of the date thereof. Pursuant to the Cooperation Agreement, the Company appointed Sachin Shivaram to the Board on January 10, 2025, effective immediately, as a Class III director whose term will expire at the 2027 annual meeting of stockholders of the Company (the “2027 Annual Meeting”). In contemplation of the Company’s obligation in the Cooperation Agreement and in accordance with the Company’s Amended Certificate of Incorporation that requires the classes of the Board shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board, Mr. Flanagan, then a Class I director, submitted his resignation from the Board on January 10, 2025, effective immediately, and was immediately reappointed to the Board as a Class II director whose term would expire at the Annual Meeting. In addition, pursuant to the Cooperation Agreement, the Company and Mr. Undavia identified Eric V. Roegner as a mutually agreeable independent candidate for nomination to the Board. On March 7, 2025, the Company appointed Mr. Roegner to the Board as Class I director and he was subsequently elected at the 2025 annual meeting of stockholders of the Company (the “2025 Annual Meeting”).

Diego Donoso was not nominated by the Board to stand for re-election at the 2025 Annual Meeting.

On December 15, 2025, Michel J. Dumas and Anthony R. Taccone tendered their notice to resign from the Board effective December 31, 2025.

As a result of the resignations of Messrs. Dumas and Taccone and in accordance with the Company’s Amended Certificate of Incorporation, Mr. Flanagan, then a Class II director, submitted his resignation from the Board and was immediately reappointed to the Board as a Class III director whose term will expire at the 2027 Annual Meeting, and Ms. Fine, then a Class III director, who was elected at the annual meeting of stockholders held in 2024 with a term to expire at the annual meeting of stockholders to be held in 2027, submitted her resignation from the Board and was immediately reappointed to the Board as a Class I director whose term will expire at the 2028 annual meeting of stockholders of the Company (the “2028 Annual Meeting”). The Board also reduced the size of the board to six members effective as of Messrs. Dumas’ and Taccone’s resignations.

The following charts and information reflect our Board after giving effect to Mr. Shivaram’s appointment in January 2025, Mr. Roegner’s appointment in March 2025, Mr. Dumas’ resignation in December 2025, Mr. Taccone’s resignation in December 2025, the re-classifications of the Board and the Board’s decision to decrease the size of the Board to six members.


Board Structure	Committee Composition	Certain Director Key Skills
Six Directors •Two – Class I •Two – Class II •Two – Class III	Board committees are composed entirely of independent directors	•Financial Expertise •CEO/executive management expertise •Industry experience


			GrafTech International Ltd. \| 2026 Proxy Statement / 7

Corporate Governance

The business and affairs of GrafTech are managed under the direction of the Board. The primary function of the Board is oversight. The Board, in exercising its business judgment, plays an active role in formulating strategy, overseeing its implementation and overseeing the Company’s business, operational, financial and regulatory risks, as the steward of the Company for the benefit of its stockholders.

Our Board and Committee Structure

Following Mr. Shivaram's appointment in January 2025 and Mr. Roegner's appointment in March 2025, and the Board’s decision to not nominate Mr. Donoso for re-election at the 2025 Annual Meeting, the Board was set at eight members. In December 2025, concurrent with the resignations of Messrs. Dumas and Taccone, the size of the Board was decreased to six members. The Board has established three standing committees to assist it in carrying out its responsibilities: the Audit Committee, the Nominating and Corporate Governance Committee and the Human Resources and Compensation Committee. Each of the committees operates under its own written charter adopted by the Board and available on our website.


	Members	Independence	Meetings Held During 2025
Board of Directors	6	5 out of 6 (83.3%)	6
Audit Committee	4	100%	5
Human Resources and Compensation Committee	3	100%	5
Nominating and Corporate Governance Committee	3	100%	7

GrafTech’s Corporate Governance Guidelines provide that directors are expected to attend Board meetings and meetings of committees on which they serve, to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities and to ensure that other existing and future commitments do not materially interfere with their responsibilities as members of the Board.


Corporate Governance Highlights
•Majority of directors are independent			• Executive sessions of independent directors

•Majority voting standard			•Stock ownership requirements for independent directors

•Board committees composed of entirely independent directors			• Annual board and committee self-assessments

•Orientation program for new directors			•Directors encouraged to attend continuing education programs

• Maintain an insider trading policy, which includes a prohibition on hedging securities			•Maintain a review and approval policy for related party transactions


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Executive Compensation

As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), we provide our stockholders the opportunity to vote, on a non-binding, advisory basis, to approve the compensation of our named executive officers (“NEOs”) as disclosed in this Proxy Statement. We are again asking you to approve, on an advisory basis, the compensation of our NEOs, as disclosed in this Proxy Statement. We are currently conducting this advisory vote, commonly known as a “say-on-pay” vote, every year, and expect to hold the next say-on-pay vote in connection with our 2027 Annual Meeting. We expect to hold the next vote on the frequency of such say-on-pay vote at our annual meeting of stockholders to be held in 2031. For more information, please see “Proposal 3 Approve, on an Advisory Basis, our Named Executive Officer Compensation.”

Compensation Philosophy

We believe that NEO compensation should be focused on promoting Company performance and stockholder value. To achieve these goals, our NEO compensation program emphasizes pay-for-performance and aligning the interests of our NEOs with those of our stockholders through the use of long-term incentives and the encouragement of equity ownership. Under our pay-for-performance philosophy, a substantial component of executive compensation is variable and directly or indirectly tied to Company financial and operational performance. The goal is to reward our executive team for their leadership in meeting key near-term goals and objectives while also positioning the Company to generate sustainable long-term stockholder value.

In addition, our NEO compensation program is designed to be competitive with our peers and allows us to recruit, retain and motivate employees who play a significant role in our future success. Please read the “Compensation Discussion and Analysis” section below and the related tables and narratives for more information about the compensation of our NEOs.


We Reward Based On			Key Features
•Company annual performance relative to pre-established financial and operational goals			•No excise tax gross-ups in the event of a change in control

•Long-term stockholder value creation			•Clawback policy and award agreement provisions that provide for forfeiture or recoupment beyond that which is required by law

			•No repricing or repurchasing of stock options without stockholder approval

			•Double-trigger vesting of long-term equity incentive awards upon a change in control


			GrafTech International Ltd. \| 2026 Proxy Statement / 9


Corporate Governance

General

Our Board is committed to strong corporate governance practices and dedicated to ensuring that GrafTech is managed for the long-term benefit of our stockholders and other stakeholders. To fulfill this role, the Board and its committees meet throughout the year and engage in meaningful discussions with management to ensure that the Board is informed regarding the Company’s activities, operating plans and strategic initiatives.

To promote compliance with applicable corporate governance standards and remain aligned with best practices demonstrated by other similarly situated public companies, the Board has adopted corporate governance principles and procedures, which it reviews and amends as necessary. We also regularly review guidance and interpretations provided by the SEC and the New York Stock Exchange (“NYSE”).

Availability of Corporate Governance Materials

You can access our Audit Committee Charter, Human Resources and Compensation Committee Charter, Nominating and Corporate Governance Committee Charter, Code of Conduct and Ethics, and Corporate Governance Guidelines in the “Investors” section of our website, www.graftech.com. Information on, or accessible through, our website is not part of this Proxy Statement. We have included our website only as an inactive textual reference and do not intend it to be an active link to our website. You may also request that the above documents be mailed to you by writing to: GrafTech International Ltd., 982 Keynote Circle, Brooklyn Heights, OH 44131, Attention: Investor Relations.

Board of Directors

Our business and affairs are managed under the direction of our Board. Under our Amended Certificate of Incorporation, the number of directors is fixed by our Board, but will not be fewer than three directors, nor more than eleven directors. The Board currently consists of six directors.

Our Amended Certificate of Incorporation provides that our Board be divided into three classes of directors, with the classes to be as nearly equal in number as possible, and with the directors typically serving three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our directors are divided among the three classes as follows:

•the Class I directors are Debra Fine and Eric V. Roegner, and their terms will expire at the 2028 Annual Meeting;

•the Class II directors are Jean-Marc Germain and Henry R. Keizer, and their terms will expire at the Annual Meeting; and

•the Class III directors are Timothy K. Flanagan and Sachin Shivaram, and their terms will expire at the 2027 Annual Meeting.

The classification of the Board as described above and the other provisions of the Amended Certificate of Incorporation may be amended only by the affirmative vote of the holders of 66-2/3% or more of the voting power of our outstanding common stock.

Leadership Structure

Our By-Laws provide that the Board shall elect at least a Chief Executive Officer, Chief Financial Officer, President, Treasurer, and Secretary, and may elect other officers such as a Chairman, as may from time to time appear necessary or advisable in the conduct of the affairs of the Company. While this matter relates to corporate governance, it also relates to succession planning, and it is in the best interest of the Company for the Board to make a determination with respect to this matter on a case-by-case basis as part of the succession


10 / GrafTech International Ltd. \| 2026 Proxy Statement

planning process. Currently, our Chair is Henry R. Keizer and our CEO and President is Timothy K. Flanagan. The Nominating and Corporate Governance Committee will periodically consider the size and structure of the Board and report the results of its review and any recommendations for change to the Board.

Director Independence

Our Board has undertaken a review of the independence of the directors on our Board. Based on this review, the Board has determined that five members of the Board (Debra Fine, Jean-Marc Germain, Henry R. Keizer, Eric V. Roegner and Sachin Shivaram), qualify as “independent” under the NYSE listing standards. Mr. Flanagan does not qualify as independent under the NYSE listing standards as Mr. Flanagan serves as our CEO and President. Our Board previously undertook a review of the independence of our former members. Based on this review, former members Diego Donoso, Michel J. Dumas and Anthony R. Taccone qualified as “independent” under the NYSE listing standards.

In making these determinations, our Board considered any current and prior relationships or transactions that each director has with the Company and other information provided by each director concerning his or her background, employment and affiliations, including the beneficial ownership of our capital stock by each director and the transactions involving them described in “—Director Compensation Program” and “Certain Relationships and Related Party Transactions.” The Board considered that Mr. Keizer serves as a trustee of the BlackRock Multi-Asset Fund Complex where he serves as a director of approximately 150 registered investments companies within the fund complex, and as of June 30, 2025, BlackRock then-owned approximately 1.8% of our common stock and that such position did not interfere with his independence.

Committees of the Board of Directors

The Board has established three standing committees to assist it in carrying out its responsibilities: the Audit Committee, the Nominating and Corporate Governance Committee and the Human Resources and Compensation Committee. Each of the committees operates under its own written charter adopted by the Board, which are available on our website. The membership and the function of each of the existing committees are described below.


	Audit Committee	Nominating and Corporate Governance Committee	Human Resources and Compensation Committee
Timothy K. Flanagan
Debra Fine		CC
Jean-Marc Germain			CC
Henry R. Keizer	CC
Eric V. Roegner
Sachin Shivaram

CC = Committee Chair

Audit Committee

The Audit Committee:

•appoints the independent auditor annually; monitors the quality of the work of the independent auditor, monitors their independence and replaces them as necessary in the sole judgment of the committee; pre-approves the audit plan (including services relating to internal controls over financial reporting), any proposed audit-related, tax and other services and pre-approves all related compensation; reviews with the auditor the results of the annual audit; reviews with the auditor any review of the quarterly financial statements that the committee may direct the auditor to perform;


			GrafTech International Ltd. \| 2026 Proxy Statement / 11

•approves the annual corporate audit services plan and budget; reviews with the senior corporate audit services executive the results of the audit work at least annually and more frequently as provided in the policy for reporting financial accounting and auditing concerns, as approved by the committee; at least annually conducts a comprehensive review and evaluation of the performance of the corporate audit services team;

•reviews and discusses with management and the independent auditor the annual audited financial statements and the adequacy of the internal control over financial reporting;

•discusses with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements, including any material changes in our selection or application of accounting principles, any significant issues (“material weaknesses” or “significant deficiencies,” as such terms are defined in the Sarbanes-Oxley Act of 2002) as to the adequacy of our accounting controls and any remediation used in connection with any such issues;

•oversees company policies and practices with respect to financial risk assessment and risk management, including cybersecurity issues; and

•regularly reports its work to the Board.

Our Board has determined that (i) the members of the Audit Committee, Debra Fine, Henry R. Keizer, Eric V. Roegner and Sachin Shivaram, are independent directors, (ii) each director appointed to the Audit Committee is financially literate and (iii) Debra Fine and Henry R. Keizer are our Audit Committee financial experts. During fiscal year 2025, our Audit Committee held five meetings. Our Audit Committee operates under a written charter that satisfies the applicable rules of the SEC and the NYSE listing standards.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee:

•reviews and assesses the adequacy of the corporate governance guidelines applicable to us at least annually and recommends to us any revisions;

•reviews and makes recommendations to the Board regarding the size and structure of the Board;

•determines the process for the annual self-assessments of the Board and its committees and oversees the implementation and reporting back of the results;

•reviews and makes recommendations to the Board regarding leadership and membership of committees of the Board;

•develops and administers the process and criteria for selecting new directors and nominees for vacancies on the Board and candidates for Board membership;

•reviews succession planning for the CEO and our other senior executives, and reports on such matters to the Board;

•reviews and approves, as appropriate, the compensation of our non-employee directors;

•considers at least annually the independence of directors; and

•regularly reports its work to the Board.

Our Board has determined that the members of the Nominating and Corporate Governance Committee, Debra Fine, Jean-Marc Germain, and Henry R. Keizer, are independent directors. During fiscal year 2025, our Nominating and Corporate Governance Committee held seven meetings. Our Nominating and Corporate


12 / GrafTech International Ltd. \| 2026 Proxy Statement

Governance Committee operates under a written charter that satisfies the applicable rules of the SEC and the NYSE listing standards.

Human Resources and Compensation Committee

The Human Resources and Compensation Committee:

•reviews and approves, at least annually, the compensation of the CEO and of our other senior executives;

•conducts an evaluation of the CEO’s performance;

•grants awards under, and otherwise administers, our stock incentive plan, and approves and administers any other compensation plan in which our executive officers participate;

•oversees policies and practices related to human capital management;

•retains compensation consultants and obtains advice from internal or external advisors, as necessary;

•prepares the annual Compensation Committee Report on executive compensation for our proxy statement; and

•regularly reports its work to the Board.

Our Board has determined that the current members of the Human Resources and Compensation Committee, Jean-Marc Germain, Eric V. Roegner and Sachin Shivaram, are independent directors. Diego Donoso and Anthony R. Taccone, who served on the committee in 2025 prior to their resignations, were also considered independent directors. During fiscal year 2025, our Human Resources and Compensation Committee held five meetings. Our Human Resources and Compensation Committee operates under a written charter that satisfies the applicable rules of the SEC and the NYSE listing standards. Under the written charter, which is reviewed at least annually, the Human Resources and Compensation Committee may delegate any of its responsibilities to a subcommittee comprised of one or more of its members, as appropriate, subject to applicable law. The Human Resources and Compensation Committee may also delegate, in writing, any of its powers and authority under the Company’s Omnibus Equity Incentive Plan (“Equity Plan”) to a subcommittee, and its equity grant authority under the Equity Plan, in particular, may be delegated to subcommittees including one or more members of the Board or certain officers of the Company, subject to applicable law. Further, certain administrative authority under the Equity Plan may be delegated to certain of our officers or employees, subject to applicable law and the provisions of the Equity Plan. For more information about the roles our executive officers and the compensation consultant to the Human Resources and Compensation Committee have in determining or recommending executive compensation, please see the “Compensation Discussion and Analysis” disclosure below. For more information about our director compensation program, please see the “—Director Compensation Program ” disclosure below.

Compensation Committee Interlocks and Insider Participation

None.

SEC Form DEF 14A filed by GrafTech International Ltd.