GrafTech (EAF) CLO exercises 1,800 RSUs; 526 shares withheld for tax

Rhea-AI Filing Summary

GrafTech International chief legal officer Andrew James Renacci exercised restricted stock units into 1,800 shares of common stock at a conversion price of $0.00 per share. These RSUs convert into common stock on a one-for-one basis.

To cover tax obligations, 526 shares of common stock were withheld at $5.23 per share. After these compensation-related transactions, Renacci directly holds 8,891 shares of GrafTech common stock.

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)
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		1,800	A	(1)	9,417	D
Common Stock	03/12/2026		F		526	D	$5.23	8,891	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			1,800	(2)	(2)	Common Stock	1,800	$0	1,800	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 5,401 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	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).
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.

FAQ

What insider transaction did GrafTech (EAF) report for Andrew James Renacci?

GrafTech reported that chief legal officer Andrew James Renacci exercised restricted stock units into 1,800 shares of common stock at a conversion price of $0.00 per share, reflecting a routine compensation-related equity delivery rather than an open-market purchase or sale.

How many GrafTech (EAF) shares were withheld for taxes in this Form 4?

A total of 526 shares of GrafTech common stock were withheld at $5.23 per share to satisfy tax obligations arising from the restricted stock unit conversion, a standard non-market tax-withholding disposition that does not represent an open-market sale decision by the insider.

How many GrafTech (EAF) shares does Andrew James Renacci hold after the transactions?

Following the March 12, 2026 transactions, Andrew James Renacci directly holds 8,891 shares of GrafTech common stock. This balance reflects the 1,800 shares received from RSU conversion, reduced by 526 shares withheld to cover associated tax liabilities on the equity compensation.

What was the nature of the RSUs involved in the GrafTech (EAF) insider filing?

The filing shows restricted stock units that convert into GrafTech common stock on a one-for-one basis. An earlier grant of 5,401 RSUs was disclosed, which vests in three equal annual installments beginning March 12, 2025, tying equity awards to continued service over several years.

Did the GrafTech (EAF) insider Form 4 reflect any open-market stock sales or purchases?

No open-market purchases or sales were reported. The Form 4 shows an RSU conversion into 1,800 common shares and a related tax-withholding disposition of 526 shares, which is a mechanical step to pay taxes rather than a discretionary trade in the open market.

How do dividend equivalent rights affect the GrafTech (EAF) RSU grant mentioned?

The 5,401 RSUs granted on March 12, 2024 accrue additional RSUs through dividend equivalent rights based on GrafTech’s closing stock price if the Board declares dividends, although the Board previously elected to suspend a quarterly cash dividend of $0.01 per share on August 2, 2023.