GRAFTECH INTERNATIONAL LTD 8-K

What Happened

• GrafTech International Ltd announced on May 29, 2026 that it entered into an Equity Distribution Agreement with Evercore Group L.L.C. under which GrafTech may, at its discretion, sell up to $50,000,000 of its common stock in an at‑the‑market offering. The shares will be offered under the company’s effective Form S‑3 shelf registration (declared effective May 27, 2026), and GrafTech filed a prospectus supplement on May 29, 2026 in connection with the offering.

Key Details

• Offering size: up to $50,000,000 aggregate offering price of common stock.
• Agent and fees: Evercore Group L.L.C. will act as sales agent; commission of up to 3.0% of gross proceeds.
• Terms: sales may occur from time to time at GrafTech’s election as permitted by Rule 415 (an “at‑the‑market” offering); either party may terminate the agreement; GrafTech agreed to customary indemnities and to reimburse certain costs.
• Use of proceeds: net proceeds intended for general corporate purposes, including operating activities, refinancing indebtedness, capital expenditures, or strategic opportunities (e.g., acquisitions, joint ventures).

Why It Matters

• This agreement gives GrafTech a flexible, on‑demand way to raise up to $50M of equity capital without a fixed underwritten offering, which can be used to fund operations, pay down debt, or pursue strategic transactions. However, sales under the program would dilute existing shareholders and incur up to a 3% commission to Evercore. The company has no obligation to sell shares, so the program provides optionality rather than a guaranteed capital raise.