GrafTech International Ltd 美国股票招股说明书（2026年5月29日版）

Common Stock GrafTech International Ltd. (“GrafTech,” the “Company,” “we” or “our”) has entered into an equity distribution agreement, dated as of May29, 2026 (the “EquityDistribution Agreement”), with Evercore Group L.L.C. (the “Agent”), relating to the sale of shares of our common stock offered hereby. In accordance with the terms ofthe Equity Distribution Agreement, we may offer and sell from time to time shares of our common stock having an aggregate offering price of up to $50,000,000. The Sales of our common stock, if any, under this prospectus supplement may be in transactions that are deemed to be an “at the market offering” as defined in Rule415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the New York Stock Exchange (“NYSE”) or anyother existing trading market for our common stock, in ordinary brokers’ transactions, to or through a market maker, directly to the Agent as principal, in privatelynegotiated transactions, in block trades or in any other method permitted by law. The Agent is not required to sell any specific amount of shares but will act as our sales We will pay the Agent a commission of up to 3.0% of the gross sales price per share of common stock sold through the Agent under the Equity DistributionAgreement. We have also agreed to reimburse the Agent for certain of its expenses. In connection with the sale of the common stock on our behalf, the Agent will bedeemed to be an “underwriter” within the meaning of the Securities Act and the compensation paid to the Agent will be deemed to be underwriting commissions or Settlement of any sales of our common stock are expected to occur on the first trading day following the date on which such sales are made. There is noarrangement for funds to be received in an escrow, trust or similar arrangement. Sales of our common stock as contemplated in this prospectus supplement will be settled Our common stock is listed on NYSE under the symbol “EAF.” On May28, 2026, the last reported sale price of our common stock on NYSE was $10.00pershare. Investing in our common stock involves risks. Please read carefully the section entitled “Risk Factors” beginning on page S-9of this prospectus supplement and on page 4 of the accompanying prospectus and the documents we incorporate by reference. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Evercore ISI TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSMARKET AND INDUSTRY DATA AND FORECASTSSUMMARYRISK FACTORSUSE OF PROCEEDSDILUTIONCERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSMARKET AND INDUSTRY DATA AND FORECASTSGRAFTECH INTERNATIONAL LTD.RISK FACTORSUSE OF PROCEEDSDESCRIPTION OF SECURITIESDESCRIPTION OF COMMON STOCK ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the SEC utilizing a shelfregistration process. Under this shelf process, we may, from time to time, sell shares of our common stock in one or more offerings. This prospectussupplement provides a general description of the terms of this offering of our common stock and adds to and updates information contained in theaccompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. Theaccompanying prospectus dated May27, 2026, including the documents incorporated by reference therein, provides more general information, some of You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus orany free writing prospectus that we may provide you. Neither we nor the Agent have authorized anyone to provide you with different information. Youshould not assume that the information contained in this prospectus supplement, the accompanying prospectus or any document incorporated by You should not consider any information in this prospectus supplement or the accompanying prospectus to be investment, legal or tax advice. Youshould consult your own counsel, accountants and other advisers for legal, tax, business, financial and related advice regarding the purchase of thecommon stock offered by this prospectus supplement and the accompanying prospectus. If the description of the offering varies between this prospectus Unless the context suggests otherwise, references in this prospectus supplement and the accompanying prospectus