Item 8.01 Other Events.

On March 4, 2021, BCP IV GrafTech Holdings LP (the "Selling Stockholder") completed the sale of 30,000,000 shares of the common stock, $0.01 par value per share (the "Common Stock"), of GrafTech International Ltd. (the "Company") in an underwritten public offering at a price of $11.88 per share (the "Offering").

The Offering was made pursuant to (i) an effective Registration Statement on Form S-3 (File No. 333-232190) filed by the Company with the Securities and Exchange Commission (the "SEC") on June 18, 2019, including a related base prospectus dated June 18, 2019, and (ii) a related prospectus supplement dated March 1, 2021 and filed by the Company with the SEC pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended.

A copy of the Underwriting Agreement, dated March 1, 2021, among the Company, the Selling Stockholder and Morgan Stanley & Co. LLC, as underwriter, is filed with this Current Report on Form 8-K as Exhibit 1.1.

A copy of the opinion of Jones Day, relating to the validity of the Common Stock in connection with the Offering, is filed with this Current Report on Form 8-K as Exhibit 5.1.

Item 9.01 Financial Statements and Exhibits.




(d)  Exhibits.



Exhibit
Number                                    Description

 1.1           Underwriting Agreement, dated March 1, 2021, among GrafTech
             International Ltd., as issuer, BCP IV GrafTech Holdings LP, as selling
             stockholder, and Morgan Stanley & Co. LLC, as underwriter.

 5.1           Opinion of Jones Day.

23.1           Consent of Jones Day (included in Exhibit 5.1).

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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