Were Rory F. O'Donnell’s GrafTech (EAF) share dispositions open-market sales?

The disposition of 2,904 GrafTech common shares was reported under transaction code F, meaning shares were delivered to pay the exercise price or related tax liabilities. This indicates a tax-withholding disposition rather than a discretionary open-market sale of company stock by the executive.

GrafTech (NYSE: EAF) CFO converts RSUs, with stock withheld for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

GrafTech International Chief Financial Officer & SVP Rory F. O'Donnell exercised 9,808 restricted stock units into an equal number of common shares on February 25, 2026. In connection with this, 2,904 common shares were disposed of at $6.81 per share to cover tax withholding.

After these transactions, he directly held 19,616 restricted stock units and 21,202 shares of common stock, all on a post–1-for-10 reverse stock split basis.

Insider Trade Summary

9,808 shares exercised/converted

Mixed 3 txns

Insider O'Donnell Rory F.

Role Chief Financial Officer & SVP

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	9,808	$0.00	--
Exercise	Common Stock	9,808	$0.00	--
Tax Withholding	Common Stock	2,904	$6.81	$20K

Holdings After Transaction: Restricted Stock Units — 19,616 shares (Direct); Common Stock — 24,106 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, 2025, the reporting person was granted 29,424 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.

Form 4 Insider Transactions: What Each Field Means →

02/27/2026 - 11:50 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^*

O'Donnell Rory F.

(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)
	Chief Financial Officer & SVP

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		9,808	A	⁽¹⁾	24,106	D
Common Stock	02/25/2026		F		2,904	D	$6.81	21,202⁽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			9,808⁽²⁾	⁽³⁾	⁽³⁾	Common Stock	9,808	$0	19,616	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, 2025, the reporting person was granted 29,424 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 transactions did GrafTech (EAF) report for Rory F. O'Donnell?

Rory F. O'Donnell exercised 9,808 restricted stock units into an equal number of GrafTech common shares. In the same transaction, 2,904 common shares were used to satisfy tax withholding obligations at a price of $6.81 per share, all held directly afterward.

How many GrafTech (EAF) shares and RSUs does Rory F. O'Donnell hold after the Form 4?

Following the reported transactions, Rory F. O'Donnell directly holds 21,202 shares of GrafTech common stock and 19,616 restricted stock units. These amounts are reported on a post–1-for-10 reverse stock split basis implemented on August 29, 2025 for the company’s issued common stock.

What does transaction code M mean in the GrafTech (EAF) Form 4?

Transaction code M indicates an exercise or conversion of a derivative security, here restricted stock units converting into common shares. O'Donnell’s 9,808 RSUs converted one-for-one into 9,808 GrafTech common shares, consistent with the company’s RSU structure described in the accompanying footnotes to the filing.

How did GrafTech’s reverse stock split affect the reported RSUs and shares?

GrafTech effected a 1-for-10 reverse stock split on August 29, 2025. As a result, all amounts of restricted stock units and common stock in this Form 4 are presented on a post-split adjusted basis, reflecting the reduced share count while maintaining the same proportional ownership stake for the executive.

How do GrafTech (EAF) RSUs for Rory F. O'Donnell vest according to the filing?

The filing notes a grant of 29,424 restricted stock units on February 25, 2025, which vest in three equal annual installments beginning February 25, 2026. These RSUs can also accrue additional units through dividend equivalent rights if the board declares dividends in the future for shareholders.