SEC FORM 3

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Clemens Jeremy Joseph

(Last)

(First)

(Middle)

982 KEYNOTE CIRCLE

(Street)

BROOKLYN HEIGHTS

44131

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/06/2025

3. Issuer Name and Ticker or Trading Symbol
GRAFTECH INTERNATIONAL LTD [ EAF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Operations

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,580	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽¹⁾	02/25/2032	Common Stock	405	$100.8	D
Employee Stock Option (right to buy)	⁽²⁾	02/25/2033	Common Stock	1,239	$56	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	163.7765	⁽⁴⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	571.3021	⁽⁴⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	5,974	⁽⁴⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	11,308	⁽⁴⁾	D

Explanation of Responses:

1. On February 25, 2022, the reporting person was granted 405 employee stock options. The employee stock options vest in five equal annual installments beginning on February 25, 2023.

2. On February 25, 2023, the reporting person was granted 1,239 employee stock options. The employee stock options vest in three equal annual installments beginning on February 25, 2024.

3. On February 25, 2022, the reporting person was granted 405 RSUs, which also accrue additional RSUs pursuant to dividend equivalent rights based upon the closing price of EAF stock as of the dividend payment date if a dividend is declared by the Board of Directors. On August 2, 2023, GrafTech International Ltd.'s Board of Directors elected to suspend the quarterly cash dividend of $0.01 per share. The RSUs vest in five equal annual installments beginning on February 25, 2023.

4. Each restricted stock unit (RSU) represents a contingent right to receive one share of EAF common stock.

5. On February 25, 2023, the reporting person was granted 1,708 RSUs, which also accrue additional RSUs pursuant to dividend equivalent rights based upon the closing price of EAF stock as of the dividend payment date if a dividend is declared by the Board of Directors. On August 2, 2023, GrafTech International Ltd.'s Board of Directors elected to suspend the quarterly cash dividend of $0.01 per share. The RSUs vest in three equal annual installments beginning on February 25, 2024.

6. On March 12, 2024, the reporting person was granted 8,962 RSUs, which also accrue additional RSUs pursuant to dividend equivalent rights based upon the closing price of EAF stock as of the dividend payment date if a dividend is declared by the Board of Directors. On August 2, 2023, GrafTech International Ltd.'s Board of Directors elected to suspend the quarterly cash dividend of $0.01 per share. The RSUs vest in three equal annual installments beginning on March 12, 2025.

7. On February 25, 2025, the reporting person was granted 11,308 RSUs, which also accrue additional RSUs pursuant to dividend equivalent rights based upon the closing price of EAF stock as of the dividend payment date if a dividend is declared by the Board of Directors. On August 2, 2023, GrafTech International Ltd.'s Board of Directors elected to suspend the quarterly cash dividend of $0.01 per share. The RSUs vest in three equal annual installments beginning on February 25, 2026.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Andrew J. Renacci, by power of attorney	11/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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