Graphic Packaging (GPK) EVP Scott LeBeau discloses stock and RSU awards

Rhea-AI Filing Summary

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.

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^*

LeBeau Scott

(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)
	EVP, Paperboard Manufacturing

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)
Common Stock	17,493	D

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	4,411	$0.00	D
Service-Based Restricted Stock Units(1)	(3)	02/15/2027(2)	Common Stock	1,955	$0.00	D
Service-Based Restricted Stock Units(1)	(3)	02/26/2028(2)	Common Stock	2,440	$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/ Scott LeBeau, by Laura Lynn Church, Attorney-in-Fact	01/09/2026
	** 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 did GPK executive Scott LeBeau report in this Form 3 filing?

Scott LeBeau, EVP of Paperboard Manufacturing at Graphic Packaging Holding Company (GPK), reported his initial beneficial ownership, including common stock and Service-Based Restricted Stock Units that can convert into common shares.

How many GPK common shares does Scott LeBeau beneficially own?

Scott LeBeau reported direct beneficial ownership of 17,493 shares of Graphic Packaging common stock.

What Service-Based Restricted Stock Units does Scott LeBeau hold in GPK?

He holds Service-Based RSUs over 4,411 shares of common stock tied to 02/15/2026, 1,955 shares tied to 02/15/2027, and 2,440 shares tied to 02/26/2028, all with a $0.00 exercise price.

How and when do Scott LeBeau’s GPK Service-Based RSUs vest?

The Service-Based RSUs vest and become payable in three substantially equal 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.

What happens when Scott LeBeau’s Service-Based RSUs in GPK expire?

The Service-Based RSUs expire upon their conversion and payout in shares of Graphic Packaging common stock, meaning they terminate when settled into shares.

How do Scott LeBeau’s Service-Based RSUs relate to performance-based awards at GPK?

The filing states that the Service-Based RSU grant is one-third of a total grant that also includes Performance-Based RSUs. Those performance-based units will be reported when they are settled, rather than at grant.