Renacci Andrew James 4

What Happened

• Andrew James Renacci, Chief Legal Officer and Corporate Secretary of GrafTech International Ltd. (EAF), had RSUs convert into 8,424 shares on February 25, 2026 (480 shares from a 2023 grant and 7,944 shares from a 2025 grant). To satisfy tax withholding obligations, 150 shares and 2,472 shares were withheld (total 2,622 shares) at $6.81 per share, producing cash withheld of $1,021 and $16,834 respectively (total ≈ $17,855). Net shares issued to Renacci after withholding were approximately 5,802 shares.
• The RSU conversions are recorded as exercise/conversion of a derivative (Form 4 code M) and the withholding as payment of tax liability (code F). The filings also record the cancellation/settlement of the derivative RSUs.

Key Details

• Transaction date: February 25, 2026; Form 4 filed Feb 27, 2026 (appears timely).
• Vested/converted: 480 shares (2023 grant) + 7,944 shares (2025 grant) = 8,424 shares.
• Shares withheld for taxes: 150 + 2,472 = 2,622 shares at $6.81 each; total withheld ≈ $17,855.
• Net shares received: ~5,802 shares (8,424 vested − 2,622 withheld).
• Footnotes: RSUs convert one-for-one to common stock (F1). Counts are post 1-for-10 reverse split effective Aug 29, 2025 (F2). 2023 grant (1,439 RSUs) vests in three annual installments starting Feb 25, 2024 (F3). 2025 grant (23,832 RSUs) vests in three annual installments beginning Feb 25, 2026 (F4).
• Filing does not state total shares owned by the insider after this transaction in the provided data.

Context

• This was a routine RSU vesting event with a “sell/withhold to cover taxes” (tax withholding), not an open-market sale or a purchase. Withholding to pay taxes is common and does not necessarily signal the insider’s view of the company’s prospects.
• For retail investors, purchases or open-market buys are usually more meaningful as bullish signals; this transaction primarily reflects vesting and tax settlement.