[Form 3] GRAPHIC PACKAGING HOLDING CO Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Graphic Packaging Holding Company executive Scott Fallan reported his equity-based holdings in the company. As SVP & President, International, he beneficially owns derivative securities in the form of restricted stock units tied to Graphic Packaging common stock.

The filing lists service-based restricted stock units covering 3,814 shares of common stock and an additional service-based award covering 1,830 shares, each with a conversion price of $0.00 per share and held directly. These service-based units vest in three substantially equal tranches on the first, second, and third anniversaries of the grant date, so long as he remains employed, subject to exceptions for death, disability, retirement, involuntary termination, or change in control.

Fallan also holds performance-based restricted stock units covering 3,661 shares of common stock, also at $0.00 per share, which are scheduled to be exercisable and expire on 02/26/2028, when they convert into shares if the applicable performance conditions are met as described.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Fallan Scott

Role SVP & President, International

Type	Security	Shares	Price	Value
holding	Service-Based Restricted Stock Units	--	--	--
holding	Service-Based Restricted Stock Units	--	--	--
holding	Performance Based Restricted Stock Units	--	--	--

Holdings After Transaction: Service-Based Restricted Stock Units — 3,814 shares (Direct); Performance Based Restricted Stock Units — 3,661 shares (Direct)

Footnotes (1)

1. 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, assuming the reporting person remains an employee of the Company or its subsidiaries through such date and except in the event of death, disability, retirement, involuntary termination or 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 Performance-Based Stock Units expire upon their conversion and payment in shares of the Company's Common Stock on the date set forth under "Date "Exercisable."

Understanding Insider Trading Forms →

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

OMB APPROVAL

OMB Number:			3235-0104
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hours per response:			0.5

1. Name and Address of Reporting Person^*

Fallan Scott

(Last) (First) (Middle)

1500 RIVEREDGE PARKWAY

(Street)

ATLANTA GA 30328

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/03/2025

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 & President, International

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)	(2)	Common Stock	3,814	$0.00	D
Service-Based Restricted Stock Units	(1)	(2)	Common Stock	1,830	$0.00	D
Performance Based Restricted Stock Units	02/26/2028	02/26/2028(3)	Common Stock	3,661	$0.00	D

Explanation of Responses:

1. 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, assuming the reporting person remains an employee of the Company or its subsidiaries through such date and except in the event of death, disability, retirement, involuntary termination or change in control.

2. 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."

3. The Performance-Based Stock Units expire upon their conversion and payment in shares of the Company's Common Stock on the date set forth under "Date "Exercisable."

	Scott Fallan, by Laura Lynn Church, as Attorney in Fact	12/19/2025
	** 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).
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