Graphic Packaging Hldg Co SEC Filings

Graphic Packaging HoldingNarendra Vish12/31/2025Graphic Packaging Holding (GPK) as a senior executive rather than a director or major (>10%) shareholder.

Graphic Packaging Holding Company executive Scott LeBeau, EVP of Paperboard Manufacturing, filed an initial statement of his ownership in company securities as of 01/01/2026. He directly holds 17,493 shares of common stock.

He also directly holds several grants of Service-Based Restricted Stock Units (RSUs) that convert into common stock at no exercise cost. These include 4,411 RSUs tied to 02/15/2026, 1,955 RSUs tied to 02/15/2027, and 2,440 RSUs tied to 02/26/2028. The RSUs vest in three substantially equal annual tranches from each grant date, with earlier vesting in certain termination events. The service-based portion represents one-third of a larger award that also includes performance-based RSUs, which will be reported when they settle.

Graphic Packaging Holding Company executive Nikhil Narvekar, SVP and CIO, filed an initial ownership report showing direct holdings of service-based restricted stock units tied to the company’s common stock. The filing lists three grants of service-based RSUs covering 1,003, 1,303 and 1,220 shares of common stock, each with a $0.00 exercise price.

These RSUs are one-third of a larger award that also includes performance-based RSUs, which will be reported when they settle. The service-based RSUs vest and become payable in three substantially equal annual tranches on the first, second and third anniversaries of the grant date, with earlier vesting possible in cases such as death, disability, retirement, involuntary termination or termination for good reason.

Graphic Packaging Holding Company announced a leadership transition involving its Executive Vice President, General Counsel and Secretary, Lauren S. Tashma. On January 5, 2026, the company and Ms. Tashma began a process under which she will depart from her current role. She relinquished her General Counsel position effective January 6, 2026, but will remain an employee until the end of the day on March 1, 2026 and will continue as an officer or director of certain subsidiaries during the transition.

As a result of her departure, Ms. Tashma is expected to be eligible for separation benefits available under the company’s Executive Severance Plan for a company-initiated separation from service. She is expected to enter into a Release Agreement that will document the terms of the arrangement and include a general release of claims, and the company also expects to enter into a transition services agreement with her to support ongoing matters.

Graphic Packaging Holding Company director reports deferred stock units for 2025. Director Robert A. Hagemann filed an annual Form 5 covering changes in his beneficial ownership. During the fiscal year ended 12/31/2025, he acquired stock units under the company’s Directors' Non-Qualified Deferred Compensation Plan on several dates: 1,208 units on 04/15/2025, 7,015 units on 05/21/2025, 1,366 units on 07/15/2025, 1,736 units on 10/15/2025, and 1,949 units on 12/15/2025, each at an exercise price of $0.00 and directly owned. These stock units are fully vested and are generally payable in accordance with his deferral elections solely in shares of the company’s common stock, and they terminate upon payout. Following these transactions, he beneficially owned 61,744 derivative stock units at year-end.

Graphic Packaging Holding Company director Aziz Aghili filed an annual Form 5 reporting changes in his beneficial ownership for the fiscal year ended 12/31/2025. The filing shows the acquisition of 7,015 stock units under the company’s Directors' Non-Qualified Deferred Compensation Plan at an exercise price of $0.00 per unit, with the units first exercisable on 05/21/2025. Each stock unit is fully vested and is generally payable in accordance with the director’s deferral elections solely in shares of the company’s common stock. After this transaction, Aghili holds 26,129 derivative securities (stock units) directly, which will convert into shares of common stock when paid out. The stock units terminate once they are paid out in shares.

Graphic Packaging Holding Company director Lynn A. Wentworth reported changes in her beneficial ownership for the fiscal year ended 12/31/2025. On 05/21/2025, she acquired 7,015 stock units at a conversion price of $0.00 under the company’s Directors' Non-Qualified Deferred Compensation Plan. Each stock unit is fully vested and is generally payable solely in shares of the company’s common stock according to her deferral elections. After this transaction, she held 26,129 derivative securities directly, and the stock units terminate when they are paid out in shares of common stock.

Graphic Packaging Holding Company executive reports new equity award. A company officer serving as EVP, Human Resources reported receiving 99,010 Service-Based Restricted Stock Units on 01/02/2026. These derivative securities have a conversion price of $0.00 and are settled in shares of the company’s common stock.

The restricted stock units vest and become payable in three substantially equal tranches on the first, second and third anniversaries of the grant date, with different treatment possible in cases of death, disability, retirement, involuntary termination or termination for good reason. Following this grant, the reporting person beneficially owns 99,010 derivative securities directly, each representing the right to receive one share of common stock upon vesting and payout.

Graphic Packaging Holding Company reported an equity compensation award to executive officer Joseph P. Yost, EVP & President, Americas. On January 2, 2026, he received 132,014 service-based restricted stock units, each tied to one share of the company’s common stock at a conversion price of $0.00. These units vest and become payable on January 2, 2027, with earlier vesting possible in cases such as death, disability, retirement, involuntary termination or termination for good reason. The restricted stock units expire when they are converted and paid out in common shares.