Graphic Packaging (NYSE: GPK) EVP reports stock awards and tax-share deliveries

Rhea-AI Filing Summary

Graphic Packaging Holding Company EVP Scott LeBeau reported several equity-related transactions in company stock. On February 15, 2026, service-based restricted stock units were converted into common shares, and previously granted performance-based restricted stock units were settled in stock. He also received a grant of 2,735 shares of common stock and delivered shares at $12.42 per share to cover tax obligations associated with these awards, rather than selling shares in an open-market transaction. After these transactions, he directly owned 22,242 shares of common stock.

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

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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^*

LeBeau Scott

(Last) (First) (Middle)

1500 RIVEREDGE PARKWAY, N.W.

(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, Paperboard Manufacturing

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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	02/15/2026		M		4,411	A	$0	21,904	D
Common Stock	02/15/2026		F		1,853	D	$12.42	20,051	D
Common Stock	02/15/2026		A		2,735(1)	A	$0	22,786	D
Common Stock	02/15/2026		F		1,033	D	$12.42	21,753	D
Common Stock	02/15/2026		M		645	A	$0	22,398	D
Common Stock	02/15/2026		F		156	D	$12.42	22,242	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	02/15/2026		M			4,411	02/15/2026	(2)	Common Stock	4,411	$0	0	D
Service-Based Restricted Stock Units	$0	02/15/2026		M			645	02/15/2026	(2)	Common Stock	645	$0.00	665	D

Explanation of Responses:

1. The number of shares represents the settlement of a previously-granted Performance-Based Restricted Stock Unit award.

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

	/s/Scott LeBeau, by Laura Lynn Church, Attorney-in-Fact	02/18/2026
	** 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).
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FAQ

What insider transactions did GPK executive Scott LeBeau report on this Form 4?

Scott LeBeau reported equity award activity involving restricted stock units and common shares. Awards vested and converted into common stock, he received a 2,735-share grant, and some shares were withheld to cover tax obligations, all on February 15, 2026.

Did GPK EVP Scott LeBeau buy or sell shares on the open market?

The filing shows no open-market buying or selling. Shares were acquired through equity award vesting, conversions, and a grant, while shares labeled with code F were delivered to satisfy tax liabilities tied to these awards, not discretionary market sales.

How many GPK shares does Scott LeBeau own after these Form 4 transactions?

After all reported transactions, Scott LeBeau directly owned 22,242 shares of Graphic Packaging Holding Company common stock. This figure reflects equity award conversions, a new stock grant, and shares delivered to cover related tax obligations on February 15, 2026.

What do the restricted stock unit transactions mean for GPK executive compensation?

The transactions show equity awards moving from restricted stock units into common shares as they vest. Some awards were service-based, others performance-based, aligning part of the EVP’s compensation with company stock performance and service, with taxes satisfied by delivering a portion of the shares.