Graphic Packaging (NYSE: GPK) grants 12,006 RSUs to interim CFO

Rhea-AI Filing Summary

GRAPHIC PACKAGING HOLDING CO reported that SVP, CAO and Interim CFO Charles D. Lischer acquired 12,006 Service-Based Restricted Stock Units as a compensation award. These units were granted at no cash cost to him and represent a right to receive common shares in the future.

The Service-Based Restricted Stock Units vest in three substantially equal tranches on the first, second and third anniversaries of the grant date, with accelerated treatment possible in cases such as death, disability, retirement, involuntary termination or change in control. The units convert into shares of common stock upon vesting and payment, at which point they expire as restricted stock units.

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^*

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)
02/25/2026

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

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	02/25/2026		A		12,006		(1)	(2)	Common Stock	12,006	$0	12,006	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."

Remarks:

The grant of Service-Based Restricted Stock Units is 1/3 of a total grant that includes Performance-Based Restricted Stock Units, which are reportable upon settlement.

	/s/ Charles D. Lischer, by Laura Lynn Church, as 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 insider transaction did GPK executive Charles D. Lischer report?

Charles D. Lischer reported receiving 12,006 Service-Based Restricted Stock Units as a compensation grant. These units give him a future right to receive common shares, subject to vesting conditions and continued service with Graphic Packaging Holding Co over several years.

How many restricted stock units did GPK grant to Charles D. Lischer?

Graphic Packaging granted Charles D. Lischer 12,006 Service-Based Restricted Stock Units. This entire amount was acquired in a single grant, with no purchase price per unit, reflecting an equity-based compensation award tied to future vesting over a three-year schedule.

What is the vesting schedule for Charles D. Lischer’s GPK restricted stock units?

The 12,006 Service-Based Restricted Stock Units vest in three substantially equal tranches on the first, second and third anniversaries of the grant date. Vesting can change upon events like death, disability, retirement, involuntary termination or a change in control at Graphic Packaging.

Do the GPK restricted stock units granted to Charles D. Lischer have an exercise price?

The Service-Based Restricted Stock Units granted to Charles D. Lischer have a stated price per unit of $0.0000. They function as rights to receive shares upon vesting, rather than options that require payment of an exercise price at conversion.

When do Charles D. Lischer’s GPK restricted stock units convert into common stock?

The Service-Based Restricted Stock Units convert and are paid in shares of Graphic Packaging common stock upon vesting. According to the disclosure, the units expire when they are converted and paid in shares, following the three-year vesting schedule or applicable accelerated vesting events.

Is Charles D. Lischer’s ownership of GPK restricted stock units direct or indirect?

Charles D. Lischer’s ownership of the 12,006 Service-Based Restricted Stock Units is reported as direct. The filing lists the ownership type and code as direct, with no footnote indicating that another entity or person holds voting or investment authority over these units.