Flanagan Timothy K 4
4 · GRAFTECH INTERNATIONAL LTD · Filed Feb 27, 2026
Research Summary
AI-generated summary of this filing
GrafTech (EAF) CEO Timothy Flanagan Converts RSUs, Net ~14,516 Shares
What Happened
- Timothy K. Flanagan, CEO, President and a director of GrafTech International Ltd. (EAF), had RSUs vest and convert into common stock on February 25, 2026. Roughly 20,622 shares were issued on conversion. To satisfy tax withholding, 6,106 shares were surrendered at $6.81 per share (total withheld ≈ $41,582), leaving a net issuance to him of approximately 14,516 shares. The conversions are reported as derivative exercises (code M) and the share withholding is reported under code F.
Key Details
- Transaction date: February 25, 2026; Form 4 filed February 27, 2026 (timely).
- Vested/converted (approx.): 20,622 shares (post 1-for-10 reverse split adjustment).
- Shares withheld for taxes: 6,106 shares at $6.81 each, withholding ≈ $41,582.
- Net shares delivered to insider: ≈14,516 shares.
- Footnotes: RSUs convert on a 1-for-1 basis (F1); amounts are post 1-for-10 reverse split (F2). Grants originated in 2022, 2023 and 2025 with standard vesting schedules (F3–F5). The filing shows conversion of RSUs and share withholding to cover tax liabilities (cashless settlement).
- Shares owned after the transaction: not specified in the excerpt provided.
Context
- This was not an open-market buy or sale: it’s a routine compensation event (RSU vesting) where shares were issued and a portion withheld to pay taxes. The conversion was reported as a derivative exercise; the withholding is a cashless tax payment, not a sale for proceeds to the insider.
- For retail investors, such vesting events are typically routine compensation and do not alone indicate a buy or sell signal by the insider.
Insider Transaction Report
Form 4
Flanagan Timothy K
DirectorCEO and President
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-25+1,047→ 20,736 total - Tax Payment
Common Stock
2026-02-25$6.81/sh−311$2,118→ 20,425 total - Exercise/Conversion
Common Stock
[F1]2026-02-25+1,574→ 21,999 total - Tax Payment
Common Stock
2026-02-25$6.81/sh−467$3,180→ 21,532 total - Exercise/Conversion
Common Stock
[F1]2026-02-25+18,000→ 39,532 total - Tax Payment
Common Stock
[F2]2026-02-25$6.81/sh−5,328$36,284→ 34,204 total - Exercise/Conversion
Restricted Stock Units
[F1][F2][F3]2026-02-25−1,047.361→ 1,046.35 total→ Common Stock (1,047.361 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F2][F4]2026-02-25−1,574.344→ 0 total→ Common Stock (1,574.344 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F2][F5]2026-02-25−18,000→ 36,000 total→ Common Stock (18,000 underlying)
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.
Signature
/s/ Andrew J. Renacci, by power of attorney|2026-02-27