Graphic Packaging (NYSE: GPK) EVP Spence converts RSUs, withholds shares for taxes

Rhea-AI Filing Summary

Graphic Packaging Holding Company EVP, Human Resources Elizabeth Spence reported equity award activity involving restricted stock units and common shares. She converted 3,627 Service-Based Restricted Stock Units into 3,627 shares of Common Stock, with the units expiring upon conversion.

To cover tax obligations, 1,304 Common Stock shares were disposed of at a price of $12.10 per share through a tax-withholding transaction, rather than an open-market sale. After these transactions, she directly holds 60,542 shares of Common Stock and 7,366 Service-Based Restricted Stock Units.

Insider Trade Summary

3,627 shares exercised/converted

Mixed 3 txns

Insider Spence Elizabeth

Role EVP, Human Resources

Type	Security	Shares	Price	Value
Exercise	Service-Based Restricted Stock Units	3,627	$0.00	--
Exercise	Common Stock	3,627	$0.00	--
Tax Withholding	Common Stock	1,304	$12.10	$16K

Holdings After Transaction: Service-Based Restricted Stock Units — 7,366 shares (Direct); Common Stock — 60,542 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Spence Elizabeth

(Last) (First) (Middle)

1500 RIVEREDGE PARKWAY, NW

(Street)

ATLANTA GA 30328

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/26/2026		M		3,627	A	$0	60,542	D
Common Stock	02/26/2026		F		1,304	D	$12.1	59,238	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Service-Based Restricted Stock Units	$0	02/26/2026		M			3,627	02/26/2026	(1)	Common Stock	3,627	$0	7,366	D

Explanation of Responses:

1. The Service-Based Restricted Stock Units expire upon their conversion and payout in shares of the Company's Common Stock.

	/s/ Elizabeth Spence, by Laura Lynn Church, Attorney-in-Fact	03/02/2026
	** 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 4 (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

What did GPK executive Elizabeth Spence report in this Form 4 filing?

Elizabeth Spence, EVP of Human Resources at Graphic Packaging Holding Company (GPK), reported the conversion of 3,627 Service-Based Restricted Stock Units into Common Stock and a related tax-withholding share disposition, reflecting routine equity compensation activity rather than an open-market stock trade.

How many GPK restricted stock units did Elizabeth Spence convert to common shares?

Elizabeth Spence converted 3,627 Service-Based Restricted Stock Units into an equal number of Common Stock shares. According to the filing, those restricted stock units expire upon their conversion and payout, so they no longer exist as derivatives once settled in shares.

Why were 1,304 shares of GPK common stock disposed of in this Form 4?

The filing shows a tax-withholding disposition of 1,304 Common Stock shares at $12.10 per share. This code F transaction reflects shares withheld to satisfy tax liabilities associated with the equity award, not a discretionary open-market sale by the executive.

What are Elizabeth Spence’s GPK holdings after these reported transactions?

After the reported transactions, Elizabeth Spence directly holds 60,542 shares of Common Stock and 7,366 Service-Based Restricted Stock Units. These figures reflect her updated direct ownership following the RSU conversion and the related tax-withholding share disposition on the same transaction date.

What does the Form 4 say about the expiration of GPK Service-Based Restricted Stock Units?

A footnote explains that Service-Based Restricted Stock Units expire when they are converted and paid out in Graphic Packaging Holding Company Common Stock. In this filing, 3,627 such units were converted into shares, and those particular units ceased to exist afterward.