[Form 3] Graphic Packaging Holding Company Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Graphic Packaging Holding Company (GPK) – Form 3 Insider Ownership Filing

Senior Vice President & Chief Information Officer Vish Narendra has submitted an initial statement of beneficial ownership effective 05/21/2025. The executive reports direct ownership of 55,109 common shares and three tranches of service-based restricted stock units (RSUs) covering a combined 16,585 underlying shares. One RSU award vests and converts on 02/15/2026 for 5,881 shares, while two additional awards (5,213 and 5,491 units) vest in three equal annual installments, subject to accelerated vesting on death, disability, retirement, involuntary termination or change-in-control. All RSUs convert at an exercise price of $0.00; no options, warrants, or sale transactions were reported. The filing establishes Narendra’s baseline holdings under Section 16 and does not in itself indicate any purchase or disposition of shares.

Insights

Corporate Governance Expert

TL;DR: Routine Form 3 sets insider’s baseline holdings; minimal immediate market impact.

This is a standard initial beneficial-ownership filing for a recently appointed Section 16 officer. The disclosed stake—55,109 shares plus 16,585 RSUs—equates to less than 0.02% of GPK’s 309 million shares outstanding, so ownership is not large enough to influence control. However, the mix of outright stock and multi-year RSU awards aligns the CIO’s incentives with long-term shareholder value and signals that equity compensation remains a core element of GPK’s executive pay structure. Because no open-market purchases or sales occurred, the filing is informational only and should be viewed as neutral from a valuation standpoint.

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^*

Narendra Vish

(Last) (First) (Middle)

1500 RIVEREDGE PARKWAY, N.W.

(Street)

ATLANTA GA 30328

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/21/2025

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)
	Senior Vice President/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)
Common Stock	55,109	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 Unit	02/15/2026	02/15/2026	Common Stock	5,881	$0.00	D
Service-Based Restricted Stock Unit	(1)	(2)	Common Stock	5,213	$0.00	D
Service-Based Restricted Stock Unit	(1)	(2)	Common Stock	5,491	$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, 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."

	/s/ Vish Narendra, by Laura Lynn Church, as Attorney-in-Fact	06/30/2025
	** 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).
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.

FAQ

How many GPK common shares does Vish Narendra directly own?

55,109 shares are reported as directly owned.

What derivative securities are disclosed in the GPK Form 3?

Three service-based RSU awards totaling 16,585 underlying shares with a $0.00 exercise price.

When do the largest RSU grants vest for GPK’s CIO?

One grant vests fully on 02/15/2026; two others vest in three equal annual installments from their grant dates.

Does the Form 3 indicate any recent insider buying or selling of GPK stock?

No. The filing establishes initial ownership levels and reports no purchases or sales.

Why is this Form 3 filing required?

Under Section 16, newly designated officers must file Form 3 within 10 days to disclose baseline equity holdings.