GrafTech (EAF) CLO Renacci exercises RSUs and disposes shares for taxes

Rhea-AI Filing Summary

GrafTech International chief legal officer Andrew James Renacci reported equity award activity involving restricted stock units and common shares of EAF on February 25, 2026. He exercised or converted 480.9379 and 7,944 restricted stock units, which convert into common stock on a one-for-one basis.

These derivative exercises resulted in acquisitions of 480 and 7,944 shares of common stock at a price of $0.0000 per share. To cover tax liabilities, 150 and 2,472 common shares were disposed of at $6.81 per share as tax-withholding transactions, not open-market sales.

After these transactions, Renacci directly held 7,617 shares of common stock and 15,888 restricted stock units. Footnotes note a 1-for-10 reverse stock split effective on August 29, 2025, so all amounts are presented on a post-split basis, and describe prior RSU grants that vest in three equal annual installments.

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

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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^*

Renacci Andrew James

(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)
	CLO and Corp. Secy.

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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	02/25/2026		M		480	A	(1)	2,295	D
Common Stock	02/25/2026		F		150	D	$6.81	2,145	D
Common Stock	02/25/2026		M		7,944	A	(1)	10,089	D
Common Stock	02/25/2026		F		2,472	D	$6.81	7,617(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)	02/25/2026		M			480.9379(2)	(3)	(3)	Common Stock	480.9379	$0	0	D
Restricted Stock Units	(1)	02/25/2026		M			7,944(2)	(4)	(4)	Common Stock	7,944	$0	15,888	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 RSUs and Common Stock reflected in this filing are on a post-split adjusted basis.

3. On February 25, 2023, the reporting person was granted 1,439 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. On August 2, 2023, GrafTech International Ltd.'s Board of Directors elected to suspend the quarterly cash dividend of $0.01 per share. The RSUs vest in three equal annual installments beginning on February 25, 2024.

4. On February 25, 2025, the reporting person was granted 23,832 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. On August 2, 2023, GrafTech International Ltd.'s Board of Directors elected to suspend the quarterly cash dividend of $0.01 per share. The RSUs vest in three equal annual installments beginning on February 25, 2026.

Remarks:

	/s/ Andrew J. Renacci	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did EAF executive Andrew James Renacci report on this Form 4?

Andrew James Renacci reported exercising restricted stock units into common stock and disposing of some shares to satisfy tax obligations. The activity involved derivative exercises at $0.00 per share and tax-withholding dispositions at $6.81 per share on February 25, 2026.

How many GrafTech (EAF) shares did Andrew Renacci acquire and dispose in this filing?

Renacci acquired 480 and 7,944 shares of GrafTech common stock through RSU exercises and disposed of 150 and 2,472 shares to cover taxes. These movements reflect compensation-related equity settlement rather than open-market buying or selling activity.

What is Andrew Renacci’s GrafTech (EAF) share ownership after the reported transactions?

After the transactions, Renacci directly held 7,617 shares of EAF common stock and 15,888 restricted stock units. These balances are reported on a post–reverse split basis and reflect equity awards that continue to vest over time under the company’s grant terms.

Were the share disposals by Andrew Renacci in GrafTech (EAF) open-market sales?

The filing characterizes the share disposals as tax-withholding transactions, not open-market sales. Shares were delivered at $6.81 per share to satisfy tax liabilities triggered by the RSU exercises, consistent with payment of taxes using company stock.

How did GrafTech’s 1-for-10 reverse stock split affect the numbers in this Form 4?

A 1-for-10 reverse stock split on August 29, 2025, reduced the number of outstanding shares and RSUs by a factor of ten. All RSU and common stock amounts in this Form 4 are already adjusted to reflect that post-split share count basis.

What are the vesting terms of Andrew Renacci’s RSU grants at GrafTech (EAF)?

Footnotes describe RSU grants that vest in three equal annual installments beginning February 25, 2024, and February 25, 2026, respectively. These awards can also accrue additional RSUs through dividend equivalent rights if the board declares cash dividends.