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Date of Report (Date of earliest event reported): January 26, 2024

(Exact name of registrant as specified in its charter)

(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

   

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On January 26, 2024, Catherine L. Clegg informed GrafTech International Ltd. (the “Company”) that she was resigning from the Board of Directors (the “Board”) of the Company effective immediately due to personal reasons. Ms. Clegg served on the Audit and Human Resources and Compensation Committees of the Board. She was a Class III director. Ms. Clegg’s decision was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

Also, effective immediately, the size of the Board was decreased from eight to seven members, the number of Class III members was decreased from three to two members, and Diego Donoso, a current member of the Board, was appointed to the Human Resources and Compensation Committee of the Board.

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.