Business Context and Reporting Period
Company: GrafTech International Ltd.
Filing Type: Form 8-K (Current Report)
Date of Report: August 28, 2025
Event: Material modification to rights of security holders via a reverse stock split and reduction of authorized shares.
Key Financial Metrics
This filing is a corporate action report and does not contain financial performance data. The filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
- Reverse Stock Split: The Board approved a 1-for-10 reverse stock split, effective at 12:01 a.m. Eastern Time on August 29, 2025.
- Authorized Share Reduction:
- Common Stock: Reduced from 3,000,000,000 to 300,000,000 authorized shares.
- Preferred Stock: Reduced from 300,000,000 to 30,000,000 authorized shares.
- Par Value: Remains unchanged at $0.01 per share for both Common and Preferred Stock.
Guidance, Outlook, and Unusual Items
Management Commentary: The split was approved by stockholders at a Special Meeting on August 14, 2025, within a range of 1-for-7 to 1-for-15. The Board selected the 1-for-10 ratio.
Treatment of Fractional Shares: No fractional shares will be issued. Holders entitled to fractional shares will receive an additional fraction rounded up to the next whole share. No cash will be paid in lieu of fractional shares.
Equity Awards: Terms of equity awards under the Omnibus Equity Incentive Plan (exercise prices, share counts, vesting) will be proportionally adjusted to maintain economic value.
Trading Information:
- Symbol: EAF (unchanged)
- Exchange: New York Stock Exchange
- New CUSIP: 384313 607
- Trading Start: August 29, 2025
Investor Verification Checklist
- Confirm the 1-for-10 split ratio and the August 29, 2025 effective time.
- Verify the new CUSIP number (384313 607) for trading purposes.
- Review the rounding-up policy for fractional shares to understand potential share count adjustments.
- Check the adjustment of outstanding equity awards (options, RSUs) to ensure economic value preservation.
- Monitor the reduction in authorized share counts for future capital structure implications.