O'Donnell Rory F. 4

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.