GrafTech (NYSE: EAF) CEO exercises RSUs; 4,525 shares withheld for tax

Rhea-AI Filing Summary

GrafTech International CEO Timothy K. Flanagan exercised restricted stock units that converted into 15,284 shares of common stock. To cover tax obligations, 4,525 shares were withheld at a price of $5.23 per share. Following these compensation-related transactions, he owns 44,963 common shares directly.

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^*

Flanagan Timothy K

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

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	03/12/2026		M		15,284	A	(1)	49,488	D
Common Stock	03/12/2026		F		4,525	D	$5.23	44,963	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)	03/12/2026		M			15,284	(2)	(2)	Common Stock	15,284	$0	15,284	D

Explanation of Responses:

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

2. On March 12, 2024, the reporting person was granted 45,853 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 March 12, 2025.

Remarks:

	/s/ Andrew J. Renacci, by power of attorney	03/16/2026
	** 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).
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FAQ

What did GrafTech (EAF) CEO Timothy Flanagan report in this Form 4?

Timothy Flanagan reported exercising restricted stock units into 15,284 shares of common stock. As part of the same event, 4,525 shares were withheld at $5.23 per share to satisfy tax obligations, leaving him with 44,963 common shares held directly.

How many GrafTech (EAF) shares does the CEO own after these transactions?

After the March 12, 2026 transactions, Timothy Flanagan directly owns 44,963 shares of GrafTech common stock. This figure reflects the exercise of 15,284 RSU-derived shares and the withholding of 4,525 shares to cover related tax liabilities at $5.23 per share.

Were the GrafTech (EAF) CEO’s transactions open-market buys or sales?

These transactions were not open-market buys or sales. The CEO exercised restricted stock units to receive 15,284 shares, and 4,525 of those shares were withheld by the company at $5.23 per share solely to cover tax obligations tied to the RSU conversion.

What are the terms of Timothy Flanagan’s GrafTech (EAF) RSU grant?

On March 12, 2024, Timothy Flanagan was granted 45,853 RSUs that convert one-for-one into GrafTech common stock. They vest in three equal annual installments beginning March 12, 2025, and can accrue additional RSUs through dividend equivalent rights if future dividends are declared.

How do dividend equivalent rights affect GrafTech (EAF) RSUs held by the CEO?

The CEO’s 45,853 RSUs may accrue additional RSUs via dividend equivalent rights based on GrafTech’s closing price on dividend payment dates. However, the board suspended the quarterly cash dividend of $0.01 per share on August 2, 2023, limiting such accruals while the suspension remains in place.

What transaction codes were used in Timothy Flanagan’s GrafTech (EAF) Form 4?

The Form 4 shows code M for the exercise or conversion of 15,284 restricted stock units into common stock and code F for the disposition of 4,525 shares to pay tax liabilities. Both positions are reported as directly owned by Timothy Flanagan after the transactions.