Graphic Packaging (NYSE: GPK) SVP settles RSUs and withholds shares for taxes

Rhea-AI Filing Summary

GRAPHIC PACKAGING HOLDING CO executive Charles D. Lischer, SVP, CAO and Interim CFO, reported equity award activity involving restricted stock units and common shares. Service-based restricted stock units were converted into 2,214 shares of common stock, increasing his directly held common stock to 81,391 shares.

In connection with this conversion, 654 restricted stock units were exercised and then 654 common shares were disposed of at $12.10 per share to cover tax obligations, leaving him with 80,737 common shares held directly after the tax-withholding transaction.

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^*

Lischer Charles D

(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)
	SVP, CAO and Interim CFO

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		2,214	A	$0	81,391	D
Common Stock	02/26/2026		F		654	D	$12.1	80,737	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			654	02/26/2026	(1)	Common Stock	654	$0	4,497	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/ Charles D. Lischer, 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.
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FAQ

What insider transactions did GPK executive Charles D. Lischer report?

Charles D. Lischer reported conversion of service-based restricted stock units into 2,214 shares of Graphic Packaging common stock. He also reported a related disposition of 654 shares used to satisfy tax obligations tied to the equity award settlement.

Did the GPK Form 4 show Charles D. Lischer buying or selling shares on the open market?

The Form 4 does not show open-market buying or selling. It reports equity award settlement, including unit conversion into common stock and a tax-withholding disposition of 654 shares at $12.10 per share to cover associated tax liabilities.

How many Graphic Packaging shares does Charles D. Lischer hold after these transactions?

After the equity award conversion and related tax-withholding disposition, Charles D. Lischer directly holds 80,737 shares of Graphic Packaging common stock. This reflects the net position following issuance of 2,214 shares and the withholding of 654 shares for taxes.

What are service-based restricted stock units in the GPK Form 4 filing?

Service-based restricted stock units are equity awards that convert into common shares after service conditions are met. In this filing, such units converted into 2,214 shares of Graphic Packaging common stock and the units themselves expire upon conversion into shares.

Why were 654 GPK shares disposed of in Charles D. Lischer’s Form 4?

The 654 shares were disposed of to pay tax liabilities from the restricted stock unit conversion. The filing labels this as a tax-withholding disposition at $12.10 per share, rather than an open-market sale for investment purposes.

What transaction codes were used in the GPK Form 4 for Charles D. Lischer?

The Form 4 uses code M for the exercise or conversion of derivative securities (restricted stock units into 2,214 common shares) and code F for the disposition of 654 common shares, reflecting payment of tax liability by delivering shares instead of cash.