GRAFTECH INTERNATIONAL LTD — Director's Dealing 2023

Nov 15, 2023

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: GRAFTECH INTERNATIONAL LTD (EAF)
CIK: 0000931148
Period of Report: 2023-11-15

Reporting Person: Hedoux-Delgado Catherine (Interim CFO and Treasurer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22712	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (17664.6067)		Direct
Restricted Stock Units	$		Common Stock (18673.2442)		Direct
Employee Stock Option (right to buy)	$15	2028-04-19	Common Stock (33340)		Direct
Employee Stock Option (right to buy)	$13.36	2029-03-21	Common Stock (10000)		Direct
Employee Stock Option (right to buy)	$9.14	2030-12-16	Common Stock (1000)		Direct
Employee Stock Option (right to buy)	$11.48	2031-03-04	Common Stock (12000)		Direct
Employee Stock Option (right to buy)	$10.08	2032-02-25	Common Stock (12480)		Direct
Employee Stock Option (right to buy)	$5.60	2033-02-25	Common Stock (13493)		Direct

Footnotes

F1: On February 25, 2022, the reporting person was granted 21,841 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.

F2: Each restricted stock unit (RSU) represents a contingent right to receive one share of EAF common stock.

F3: On February 25, 2023, the reporting person was granted 18,598 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.

F4: On April 19, 2018, the reporting person was granted 33,340 employee stock options. The employee stock options vest in five equal annual installments unless a Change in Control (as defined under the applicable award agreement) occurs, in which case any then-outstanding unvested employee stock options immediately vest in full as of the date of such Change in Control. On May 27, 2021, a Change in Control occurred.

F5: On March 21, 2019, the reporting person was granted 10,000 employee stock options. The employee stock options vest in five equal annual installments unless a Change in Control (as defined under the applicable award agreement) occurs, in which case any then-outstanding unvested employee stock options immediately vest in full as of the date of such Change in Control. On May 27, 2021, a Change in Control occurred.

F6: On December 16, 2020, the reporting person was granted 1,000 employee stock options. The employee stock options vest in five equal annual installments unless a Change in Control (as defined under the applicable award agreement) occurs, in which case any then-outstanding unvested employee stock options immediately vest in full as of the date of such Change in Control. On May 27, 2021, a Change in Control occurred.

F7: On March 4, 2021, the reporting person was granted 12,000 employee stock options. The employee stock options vest in five equal annual installments unless a Change in Control (as defined under the applicable award agreement) occurs, in which case any then-outstanding unvested employee stock options immediately vest in full as of the date of such Change in Control. On May 27, 2021, a Change in Control occurred.

F8: On February 25, 2022, the reporting person was granted 12,480 employee stock options. The employee stock options vest in five equal annual installments beginning on February 25, 2023.

F9: On February 25, 2023, the reporting person was granted 13,493 employee stock options. The employee stock options vest in three equal annual installments beginning on February 25, 2024.