GrafTech (NYSE: EAF) CEO details RSU conversions and tax share withholding
Rhea-AI Filing Summary
GrafTech International CEO Timothy K. Flanagan reported multiple equity compensation transactions involving restricted stock units (RSUs) and common stock on February 25, 2026. RSUs convert into GrafTech common stock on a one-for-one basis, and all amounts are shown on a post–1-for-10 reverse split basis after an August 29, 2025 split.
Flanagan acquired common shares through exercises or conversions of RSUs, including a single transaction for 18,000 shares of common stock at a stated price of $0.00 per share. Several Form 4 entries coded “F” reflect dispositions of common shares solely to cover tax withholding obligations, with those withheld shares valued at $6.81 per share, rather than open-market sales.
Positive
- None.
Negative
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Insider Trade Summary
Net Buyer: 14,515 shares
Net Buy
9 txns
Insider
Flanagan Timothy K
Role
CEO and President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 1,047.3606 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 1,574.3438 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 18,000 | $0.00 | $0.00 |
| Exercise | Common Stock | 1,047 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 311 | $6.81 | $2K |
| Exercise | Common Stock | 1,574 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 467 | $6.81 | $3K |
| Exercise | Common Stock | 18,000 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 5,328 | $6.81 | $36K |
Holdings After Transaction:
Restricted Stock Units — 37,046.3497 shares (Direct);
Common Stock — 34,204 shares (Direct)
Footnotes (5)
- F1. Restricted stock units (RSUs) convert into shares of EAF common stock on a one-for-one basis.
- F2. 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.
- F3. On February 25, 2022, the reporting person was granted 5,178 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.
- F4. On February 25, 2023, the reporting person was granted 4,704 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.
- F5. On February 25, 2025, the reporting person was granted 54,000 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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transactions did GrafTech (EAF) report for CEO Timothy Flanagan?
GrafTech CEO Timothy Flanagan reported multiple equity compensation transactions on February 25, 2026. These included exercises or conversions of restricted stock units into common stock and related share dispositions coded “F” to satisfy tax withholding obligations at a reference price of $6.81 per share.
How do GrafTech (EAF) restricted stock units convert for CEO Timothy Flanagan?
The filing states that restricted stock units convert into GrafTech common stock on a one-for-one basis. As RSUs vest, they are settled in an equal number of common shares, subject to applicable tax withholding, which may be satisfied by delivering or withholding shares.
What impact did GrafTech’s 1-for-10 reverse stock split have on these Form 4 numbers?
GrafTech effected a 1-for-10 reverse stock split on August 29, 2025. The Form 4 explains that all RSU and common stock amounts disclosed are adjusted to reflect this post-split basis, so the reported share figures already incorporate the reverse split ratio.
What RSU grants to GrafTech (EAF) CEO Timothy Flanagan are referenced in the footnotes?
Footnotes describe RSU grants on February 25 of 2022, 2023, and 2025, including 5,178, 4,704, and 54,000 RSUs, respectively. These grants vest in scheduled annual installments and accrue additional RSUs through dividend equivalent rights when the board declares dividends.
How do dividend equivalent rights affect GrafTech (EAF) RSUs held by the CEO?
For the referenced grants, RSUs accrue additional units via dividend equivalent rights when dividends are declared, based on the stock’s closing price on the dividend payment date. The board suspended the quarterly $0.01 cash dividend on August 2, 2023, affecting future accruals.