O'Donnell Rory F. 4

4 · GRAFTECH INTERNATIONAL LTD · Filed Feb 27, 2026

AI-generated summary of this filing

Updated Feb 27, 2026

GrafTech (EAF) CFO Rory O'Donnell Exercises RSUs, Sells Shares

What Happened

Rory F. O'Donnell, CFO of GrafTech International Ltd. (EAF), had 9,808 restricted stock units (RSUs) convert into 9,808 shares on Feb 25, 2026. To cover tax withholding, 2,904 shares were surrendered/sold at $6.81 per share generating $19,776. After withholding, O'Donnell retained roughly 6,904 shares from this vesting event.
The RSU conversion is recorded as a derivative exercise/settlement (code M) with a related tax withholding (code F). This is a routine vesting/tax-withholding transaction rather than an open-market investment decision.

Key Details

Transaction date: February 25, 2026 (reported Feb 27, 2026; filing appears timely).
Vesting/Conversion: 9,808 RSUs converted into 9,808 shares (post 1-for-10 reverse split adjustment).
Tax withholding: 2,904 shares withheld/sold at $6.81/share = $19,776.
Net shares retained from this vesting: 9,808 − 2,904 = 6,904 shares.
Shares owned after transaction: Not specified in the Form 4.
Footnotes: RSUs convert one-for-one to common stock (F1). Amounts are post 1-for-10 reverse split effective Aug 29, 2025 (F2). The 29,424 RSU grant (Feb 25, 2025) vests in three equal annual installments starting Feb 25, 2026 and may accrue dividend equivalents (F3).

Context

This was an RSU vesting event with shares withheld to satisfy tax obligations (a common practice). Such withholding sales are administrative and do not necessarily indicate insider confidence or lack thereof. The filing shows conversion of RSUs into shares and withholding rather than an open-market sale or a purchase.

Form 4

Period: 2026-02-25

Chief Financial Officer & SVP

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-25+9,808→ 24,106 total
Tax Payment
Common Stock
[F2]
2026-02-25$6.81/sh−2,904$19,776→ 21,202 total
Exercise/Conversion
Restricted Stock Units
[F1][F2][F3]
2026-02-25−9,808→ 19,616 total
→ Common Stock (9,808 underlying)

Footnotes (3)

[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, 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.

Signature

/s/ Andrew J. Renacci, by power of attorney|2026-02-27

1 file