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.

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

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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)
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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/25/2026		M		1,047	A	(1)	20,736	D
Common Stock	02/25/2026		F		311	D	$6.81	20,425	D
Common Stock	02/25/2026		M		1,574	A	(1)	21,999	D
Common Stock	02/25/2026		F		467	D	$6.81	21,532	D
Common Stock	02/25/2026		M		18,000	A	(1)	39,532	D
Common Stock	02/25/2026		F		5,328	D	$6.81	34,204(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/25/2026		M			1,047.3606(2)	(3)	(3)	Common Stock	1,047.3606	$0	1,046.3497	D
Restricted Stock Units	(1)	02/25/2026		M			1,574.3438(2)	(4)	(4)	Common Stock	1,574.3438	$0	0	D
Restricted Stock Units	(1)	02/25/2026		M			18,000(2)	(5)	(5)	Common Stock	18,000	$0	36,000	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 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.

4. 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.

5. 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.

Remarks:

	/s/ Andrew J. Renacci, by power of attorney	02/27/2026
	** Signature of Reporting Person	Date
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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.

Were GrafTech (EAF) CEO Timothy Flanagan’s Form 4 share dispositions open-market sales?

The Form 4 shows dispositions coded “F,” meaning shares were withheld to pay taxes, not sold in the open market. These tax-withholding dispositions used a per-share value of $6.81, reflecting payment of tax liability tied to RSU vesting or conversion events.

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.