Graphic Packaging (GPK) SVP and CIO discloses service-based RSU awards

Rhea-AI Filing Summary

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.

SEC Form 3

FORM 3

UNITED 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

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1. Name and Address of Reporting Person^*

Narvekar Nikhil

(Last) (First) (Middle)

1500 RIVEREDGE PARKWAY, N.W.

(Street)

ATLANTA GA 30328

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2026

3. Issuer Name and Ticker or Trading Symbol
GRAPHIC PACKAGING HOLDING CO [ GPK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP and CIO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)

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 Exercisable	Expiration Date	Title	Amount or Number of Shares
Service-Based Restricted Stock Units(1)	02/15/2026	02/15/2026(2)	Common Stock	1,003	$0.00	D
Service-Based Restricted Stock Units(1)	(3)	02/15/2027(2)	Common Stock	1,303	$0.00	D
Service-Based Restricted Stock Units(1)	(3)	02/26/2028(2)	Common Stock	1,220	$0.00	D

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 expire upon their conversion and payout in shares of the Company's Common Stock.

3. 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 the grant, except in the event of death, disability, retirement, involuntary termination or termination for good reason.

	/s/ Nikhil Narvekar by Laura Lynn Church, Attorney-in-Fact	01/08/2026
	** Signature of Reporting Person	Date
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.
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FAQ

What does Form 3 for GPK disclose about Nikhil Narvekar?

It shows that Nikhil Narvekar, SVP and CIO of Graphic Packaging Holding Company (GPK), directly holds several grants of service-based restricted stock units tied to the company’s common stock.

How many service-based restricted stock units does the GPK SVP and CIO report holding?

The filing lists three service-based restricted stock unit grants covering 1,003, 1,303 and 1,220 shares of Graphic Packaging common stock.

What is the exercise price of the service-based RSUs reported for GPK?

Each grant of service-based restricted stock units reported for GPK has an exercise or conversion price of $0.00 per share.

How do the service-based RSUs for GPK vest over time?

The service-based RSUs vest and become payable in three substantially equal tranches on the first, second and third anniversaries of the grant date, subject to conditions such as continued service and certain separation events.

Are there performance-based awards related to this GPK Form 3 filing?

Yes. The filing states that the service-based RSUs represent one-third of a total grant that also includes performance-based RSUs, which will be reported when they are settled.

Are the reported GPK restricted stock units held directly or indirectly?

All the service-based restricted stock units in this Form 3 for GPK are reported as held directly (D) by the executive.