STOCK TITAN

Graphic Packaging (NYSE: GPK) SVP reports initial stock and RSU holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

GRAPHIC PACKAGING HOLDING CO senior vice president and chief commercial officer Jean Francois Roche filed an initial ownership report. He directly holds 53,754 shares of common stock. He also holds several grants of service-based restricted stock units that are settleable in common shares as they vest over time.

The footnotes explain that these service-based restricted stock units represent one-third of larger awards that also include performance-based units, which will be reportable upon settlement. The service-based units generally vest in substantially equal tranches on the first, second and third anniversaries of grant (or in some cases over two years), with accelerated vesting provisions in situations such as death, disability, retirement, certain involuntary terminations or qualifying terminations within one year after a change in control.

Positive

  • None.

Negative

  • None.
Insider Roche Jean Francois
Role SVP, Chief Commercial Officer
Type Security Shares Price Value
holding Service-Based Restricted Stock Units -- -- --
holding Service-Based Restricted Stock Units -- -- --
holding Service-Based Restricted Stock Units -- -- --
holding Service-Based Restricted Stock Units -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Service-Based Restricted Stock Units — 10,915 shares (Direct, null); Common Stock — 53,754 shares (Direct, null)
Footnotes (1)
  1. The grant of Service-Based Restricted Stock Units is 1/3 of a total grant that includes Performance-Based Restricted Stock Units, which are reportable upon settlement. The Service-Based Restricted Stock Units vest and become payable in three substantially equal tranches on the first, second and third anniversaries of the date of grant, except in the event of death, disability, retirement, involuntary termination or termination for good reason within one year following a change in control. The Service-Based Restricted Stock Units expire upon their conversion and payment in shares of the Company's Common Stock as described under "Date Exerciseable." The Service-Based Restricted Stock Units vest and become payable in substantially equal tranches on the first and second anniversaries of the date of grant, except in the event of death, disability, retirement, involuntary termination or termination for good reason within one year after a change in control.
Direct common stock 53,754 shares Directly held common stock following reported holdings
RSUs underlying shares lot 1 1,551 shares Service-Based Restricted Stock Units, underlying common shares
RSUs underlying shares lot 2 5,723 shares Service-Based Restricted Stock Units, underlying common shares
RSUs underlying shares lot 3 66,007 shares Service-Based Restricted Stock Units, underlying common shares
RSUs underlying shares lot 4 10,915 shares Service-Based Restricted Stock Units, underlying common shares
Service-Based Restricted Stock Units financial
"The grant of Service-Based Restricted Stock Units is 1/3 of a total grant..."
Service-based restricted stock units are promises by a company to give employees shares of stock only after they remain employed for a specified period; the stock is delivered gradually or all at once once the service condition is met. Investors care because these awards affect future share supply and company costs, align employee interests with long-term performance, and can influence dilution and earnings reports when the promised shares are recorded or issued.
Performance-Based Restricted Stock Units financial
"includes Performance-Based Restricted Stock Units, which are reportable upon settlement."
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
change in control financial
"termination for good reason within one year following a change in control."
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
vest and become payable financial
"The Service-Based Restricted Stock Units vest and become payable in three substantially equal tranches..."
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Roche Jean Francois

(Last)(First)(Middle)
1500 RIVEREDGE PARKWAY, N.W.
9TH FLOOR

(Street)
ATLANTA GEORGIA 30328

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
05/20/2026
3. Issuer Name and Ticker or Trading Symbol
GRAPHIC PACKAGING HOLDING CO [ GPK ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Chief Commercial Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock53,754D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Service-Based Restricted Stock Units(1) (2) (3)Common Stock10,915$0.00D
Service-Based Restricted Stock Units (4) (3)Common Stock66,007$0.00D
Service-Based Restricted Stock Units(1) (2) (3)Common Stock5,723$0.00D
Service-Based Restricted Stock Units(1) (2) (3)Common Stock1,551$0.00D
Explanation of Responses:
1. The grant of Service-Based Restricted Stock Units is 1/3 of a total grant that includes Performance-Based Restricted Stock Units, which are reportable upon settlement.
2. The Service-Based Restricted Stock Units vest and become payable in three substantially equal tranches on the first, second and third anniversaries of the date of grant, except in the event of death, disability, retirement, involuntary termination or termination for good reason within one year following a change in control.
3. The Service-Based Restricted Stock Units expire upon their conversion and payment in shares of the Company's Common Stock as described under "Date Exerciseable."
4. The Service-Based Restricted Stock Units vest and become payable in substantially equal tranches on the first and second anniversaries of the date of grant, except in the event of death, disability, retirement, involuntary termination or termination for good reason within one year after a change in control.
/s/ Jean-Francois Roche, by Laura Lynn Church, Attorney-in-Fact05/21/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does Jean Francois Roche report owning in GPK on this Form 3?

Jean Francois Roche reports direct ownership of 53,754 shares of Graphic Packaging common stock. He also holds multiple grants of service-based restricted stock units, which are payable in common shares as they vest according to the award schedules described in the footnotes.

What are service-based restricted stock units in GPK for Roche?

Service-based restricted stock units are awards that convert into common stock if employment-based vesting conditions are met. Roche’s units generally vest in substantially equal tranches over two or three years and are then paid in shares of Graphic Packaging’s common stock as described.

How do Roche’s GPK restricted stock units vest over time?

Roche’s service-based restricted stock units typically vest and become payable in substantially equal tranches on the first, second and third anniversaries of the grant date, or in some cases over two years, according to the specific vesting schedules detailed in the footnotes.

What special vesting conditions apply to Roche’s GPK restricted units?

The units may vest earlier in certain events, including death, disability, retirement, involuntary termination, or termination for good reason within one year following a change in control. In those cases, vesting and payment in common stock can accelerate based on the award terms.