EAF Form 4: RSU Vesting and Insider Sale Reported by CFO

Rhea-AI Filing Summary

GrafTech International Ltd. (EAF) insider transactions by CFO Rory F. O'Donnell

The filing reports transactions dated 09/03/2025 tied to the vesting/settlement of restricted stock units (RSUs) and a separate disposition. 6,172 RSUs vested and were converted into 6,172 shares (post 1-for-10 reverse split), increasing the reporting person's beneficial ownership to 16,172 shares. On the same date the reporting person disposed of 1,874 shares at $9.13 per share, leaving 14,298 shares beneficially owned after that disposition. The filing notes a 1-for-10 reverse stock split effected on 08/29/2025, and that the RSUs were originally granted on 09/03/2024 and vest in three equal annual installments beginning 09/03/2025.

Positive

• 6,172 RSUs vested and converted into common shares, reflecting scheduled compensation rather than an unexpected issuance
• Post-split adjusted disclosure clearly states the 1-for-10 reverse split and shows holdings on a post-split basis
• Detailed disclosure of sale price ($9.13) and amounts provides transparency for investors

Negative

• Disposition of 1,874 shares reduced the reporting person's holdings to 14,298 shares
• Reverse 1-for-10 stock split reduces share count comparability with prior periods unless adjusted

Insights

Securities Analyst

TL;DR: Insider received vested RSUs and sold a small portion; activity appears routine and not materially dilutive.

The report shows the CFO had 6,172 RSUs vest and convert into common shares on 09/03/2025, and a separate sale of 1,874 shares at $9.13. Ownership figures are presented on a post-1-for-10 reverse split basis. These transactions reflect scheduled equity compensation vesting and a modest disposition that reduced holdings to 14,298 shares. From an investor-impact perspective, this is a standard compensation settlement and a small insider sale; it does not indicate a significant change in control or large-scale liquidation of holdings.

Corporate Governance Expert

TL;DR: Transactions align with grant terms and corporate actions; disclosure is complete and clarifies post-split adjustments.

The Form 4 documents the settlement of RSUs granted 09/03/2024, with vesting beginning 09/03/2025, and explicitly notes proportional adjustments for the 1-for-10 reverse stock split on 08/29/2025. The filing includes both acquisition (vesting) and a contemporaneous open-market disposition with price disclosure. For governance review, the filing provides necessary detail on timing, quantities, and split-adjusted presentation, meeting Section 16 transparency requirements.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

O'Donnell Rory F.

(Last) (First) (Middle)

C/O GRAFTECH INTERNATIONAL LTD.

982 KEYNOTE CIRCLE

(Street)

BROOKLYN HEIGHTS OH 44131

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer & SVP

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/03/2025		M		6,172	A	(1)	16,172(2)	D
Common Stock	09/03/2025		F		1,874	D	$9.13	14,298(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	09/03/2025		M			6,172(3)	(4)	(4)	Common Stock	6,172	$0	12,342(3)	D

Explanation of Responses:

1. Restricted stock units (RSUs) convert into shares of EAF common stock on a one-for-one basis.

2. On August 29, 2025, the Company effected a reverse stock split of the Company's issued common stock at a ratio of 1-for-10. As a result, the amount of securities beneficially owned by the reporting person is reflected in this filing on a post-split adjusted basis.

3. On August 29, 2025, the Company effected a reverse stock split of the Company's issued common stock at a ratio of 1-for-10. As a result, the number of shares delivered upon the vesting and settlement of a restricted stock unit was proportionally adjusted to maintain its economic value. The amount of RSUs and the price thereof is reflected in this filing on a post-split adjusted basis.

4. On September 3, 2024, the reporting person was granted 185,134 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. The RSUs vest in three equal annual installments beginning on September 3, 2025.

Remarks:

	/s/ Andrew J. Renacci, by power of attorney	09/05/2025
	** 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 4 (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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FAQ

What transactions did GrafTech (EAF) CFO Rory O'Donnell report on Form 4?

The Form 4 reports 6,172 RSUs vested and converted into 6,172 shares on 09/03/2025 and a separate disposition of 1,874 shares at $9.13 on the same date.

How did the 1-for-10 reverse split affect the reported holdings for EAF?

The filing states a 1-for-10 reverse stock split on 08/29/2025, and all share amounts in the Form 4 are presented on a post-split adjusted basis.

When were the RSUs originally granted to the reporting person?

The RSUs were granted on 09/03/2024 and vest in three equal annual installments beginning 09/03/2025.

What is the reporting person’s beneficial ownership after these transactions?

After the transactions reported, the filing shows the reporting person beneficially owns 14,298 shares following the disposition and 16,172 shares following the RSU settlement (different lines reflect sequence and totals).

Does the Form 4 disclose the price received for the sold shares?

Yes, the Form 4 discloses the sale of 1,874 shares at $9.13 per share.