Were the share disposals by EAF executive Clemens open-market sales?

The disposals reported by Jeremy Joseph Clemens were tax-withholding transactions, not open-market sales. The Form 4 uses code “F,” indicating shares were delivered to cover exercise price or tax liabilities arising from RSU conversions rather than discretionary selling into the market.

[Form 4] GRAFTECH INTERNATIONAL LTD Insider Trading Activity

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

GrafTech International VP of Operations Jeremy Joseph Clemens reported multiple equity award transactions in company stock. On February 25, 2026, restricted stock units were converted into common shares on a one-for-one basis, increasing his direct holdings to 6,433 common shares. Some of these newly issued shares were automatically withheld and disposed of to cover tax liabilities. Footnotes explain that the RSUs come from grants made in 2022, 2023, and 2025 that vest in annual installments, and that all figures reflect a 1-for-10 reverse stock split completed in 2025.

Insider Trade Summary

4,423.19 shares exercised/converted

Mixed 9 txns

Insider Clemens Jeremy Joseph

Role VP, Operations

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	81.888	$0.00	--
Exercise	Restricted Stock Units	571.302	$0.00	--
Exercise	Restricted Stock Units	3,770	$0.00	--
Exercise	Common Stock	81	$0.00	--
Tax Withholding	Common Stock	30	$6.81	$204.30
Exercise	Common Stock	571	$0.00	--
Tax Withholding	Common Stock	203	$6.81	$1K
Exercise	Common Stock	3,770	$0.00	--
Tax Withholding	Common Stock	1,336	$6.81	$9K

Holdings After Transaction: Restricted Stock Units — 81.888 shares (Direct); Common Stock — 3,661 shares (Direct)

Footnotes (1)

Restricted stock units (RSUs) convert into shares of EAF common stock on a one-for-one basis. 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. On February 25, 2022, the reporting person was granted 405 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 five equal annual installments beginning on February 25, 2023. On February 25, 2023, the reporting person was granted 1,708 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. On February 25, 2025, the reporting person was granted 11,308 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.

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Form 4 Insider Transactions: What Each Field Means →

02/27/2026 - 11:51 AM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Clemens Jeremy Joseph

(Last)

(First)

(Middle)

C/O GRAFTECH INTERNATIONAL LTD.

982 KEYNOTE CIRCLE

(Street)

BROOKLYN HEIGHTS

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)
	VP, Operations

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/25/2026		M		81	A	⁽¹⁾	3,661	D
Common Stock	02/25/2026		F		30	D	$6.81	3,631	D
Common Stock	02/25/2026		M		571	A	⁽¹⁾	4,202	D
Common Stock	02/25/2026		F		203	D	$6.81	3,999	D
Common Stock	02/25/2026		M		3,770	A	⁽¹⁾	7,769	D
Common Stock	02/25/2026		F		1,336	D	$6.81	6,433⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	02/25/2026		M			81.8882⁽²⁾	⁽³⁾	⁽³⁾	Common Stock	81.8882	$0	81.8883	D
Restricted Stock Units	⁽¹⁾	02/25/2026		M			571.3021⁽²⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	571.3021	$0	0	D
Restricted Stock Units	⁽¹⁾	02/25/2026		M			3,770⁽²⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	3,770	$0	7,538	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, 2022, the reporting person was granted 405 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 five equal annual installments beginning on February 25, 2023.

4. On February 25, 2023, the reporting person was granted 1,708 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.

5. On February 25, 2025, the reporting person was granted 11,308 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, by power of attorney	02/27/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did EAF VP Jeremy Joseph Clemens report on this Form 4?

Jeremy Joseph Clemens reported RSU conversions into GrafTech (EAF) common stock and related tax-withholding dispositions. Several batches of restricted stock units were exercised into common shares, and a portion of those shares was surrendered to satisfy tax obligations, leaving him with 6,433 directly held common shares.

How many GrafTech (EAF) common shares does Jeremy Joseph Clemens hold after the transactions?

After the reported transactions, Jeremy Joseph Clemens directly holds 6,433 shares of GrafTech common stock. This balance reflects RSU conversions on February 25, 2026 and automatic share dispositions used to pay associated tax liabilities, as disclosed in the Form 4 filing.

What do the RSU footnotes in the EAF Form 4 reveal about prior grants?

The footnotes show Clemens received RSU grants of 405 units in 2022, 1,708 units in 2023, and 11,308 units in 2025. These awards accrue dividend-equivalent RSUs when dividends are declared and vest in scheduled annual installments beginning in 2023, 2024, and 2026 respectively.

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

GrafTech completed a 1-for-10 reverse stock split of its common stock on August 29, 2025. The filing states that all RSU and common share amounts in the Form 4 are presented on this post-split basis, meaning the quantities already reflect the adjusted share count.

What is the conversion ratio for EAF restricted stock units held by Clemens?

Each restricted stock unit reported by Clemens converts into one share of GrafTech common stock. A footnote specifies that RSUs convert on a one-for-one basis, so the number of vested RSUs directly determines the number of common shares received upon conversion events.

What happened to GrafTech’s quarterly dividend referenced in the footnotes?

The footnotes state that on August 2, 2023, GrafTech’s board suspended the quarterly cash dividend of $0.01 per share. This matters because the RSUs had been accruing additional units through dividend equivalent rights when dividends were declared, and that mechanism pauses with the suspension.