Item 8.01 Other Events.

On May 27, 2021, BCP IV GrafTech Holdings LP (the "Selling Stockholder") completed the sale of 20,000,000 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 (the "Offering"). The underwriter will offer the shares from time to time for sale through negotiated transactions or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices.

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 May 24, 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 May 24, 2021, among the Company, the Selling Stockholder and J.P. Morgan Securities 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 May 24, 2021, among GrafTech
             International Ltd., as issuer, BCP IV GrafTech Holdings LP, as selling
             stockholder, and J.P. Morgan Securities 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).

* Certain schedules and exhibits to this agreement have been omitted pursuant to

Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit

will be furnished to the Securities and Exchange Commission upon request.

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