[Form 4] GRAPHIC PACKAGING HOLDING CO Insider Trading Activity

Rhea-AI Filing Summary

GRAPHIC PACKAGING HOLDING CO SVP and CIO Nikhil Narvekar reported multiple equity award transactions in company stock. On February 15, 2026, service-based restricted stock units were exercised and settled into common shares, including 1,003 and 430 units converting at a stated price of $0.00 per share. A separate performance-based restricted stock unit award also settled into common stock, as described in the footnotes. Narvekar received an additional grant of 622 shares of common stock. To cover tax obligations, the company withheld common shares, with 290, 153, and 88 shares delivered at a price of $12.420 per share.

Insider Trade Summary

1,433 shares exercised/converted

Mixed 8 txns

Insider Narvekar Nikhil

Role SVP and CIO

Type	Security	Shares	Price	Value
Exercise	Service-Based Restricted Stock Units	1,003	$0.00	--
Exercise	Service-Based Restricted Stock Units	430	$0.00	--
Exercise	Common Stock	1,003	$0.00	--
Tax Withholding	Common Stock	290	$12.42	$4K
Grant/Award	Common Stock	622	$0.00	--
Tax Withholding	Common Stock	153	$12.42	$2K
Exercise	Common Stock	430	$0.00	--
Tax Withholding	Common Stock	88	$12.42	$1K

Holdings After Transaction: Service-Based Restricted Stock Units — 0 shares (Direct); Common Stock — 1,003 shares (Direct)

Footnotes (1)

1. The number of shares represents the settlement of a previously-granted Performance-Based Restricted Stock Unit award. The Service-Based Restricted Stock Units expire upon their conversion and payout in shares of the Company's Common Stock.

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^*

Narvekar Nikhil

(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)
	SVP and CIO

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		1,003	A	$0	1,003	D
Common Stock	02/15/2026		F		290	D	$12.42	713	D
Common Stock	02/15/2026		A		622(1)	A	$0	1,335	D
Common Stock	02/15/2026		F		153	D	$12.42	1,182	D
Common Stock	02/15/2026		M		430	A	$0	1,612	D
Common Stock	02/15/2026		F		88	D	$12.42	1,524	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			1,003	02/15/2026	(2)	Common Stock	1,003	$0	0	D
Service-Based Restricted Stock Units	$0	02/15/2026		M			430	02/15/2026	(2)	Common Stock	430	$0.00	444	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/ Nikhil Narvekar, 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).
** 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 equity transactions did GPK executive Nikhil Narvekar report on this Form 4?

Nikhil Narvekar reported exercises and settlements of restricted stock units and related common stock transactions. These included conversions of service-based and performance-based RSUs into common shares, a grant of new common stock, and share dispositions used to satisfy tax withholding obligations.

How many restricted stock units did Narvekar convert into GRAPHIC PACKAGING (GPK) common stock?

Narvekar converted 1,003 and 430 service-based restricted stock units into common stock, at a stated price of $0.00 per share. Footnotes also state that a previously granted performance-based restricted stock unit award settled in shares of the company’s common stock.

What share grant did GPK’s SVP and CIO receive in common stock?

Narvekar received a grant of 622 shares of GRAPHIC PACKAGING common stock, reported with a price of $0.00 per share. This grant is categorized as a grant, award, or other acquisition and increases his directly held equity position in the company.

Why were some GPK common shares disposed of at $12.420 on this Form 4?

Shares were disposed of at $12.420 per share to satisfy tax obligations. Specifically, 290, 153, and 88 shares of common stock were delivered for tax withholding, classified as payment of tax liability by delivering securities rather than open-market sales.

What do the footnotes say about Narvekar’s GRAPHIC PACKAGING restricted stock units?

Footnotes state that one transaction reflects settlement of a previously granted performance-based restricted stock unit award. They also explain that service-based restricted stock units expire when they convert and are paid out in shares of the company’s common stock.

Does this GPK Form 4 indicate open-market buying or selling by Nikhil Narvekar?

The filing shows equity award exercises, settlements, grants, and tax-withholding dispositions, not open-market trades. Transactions coded “M” reflect derivative exercises or conversions, while code “F” records shares delivered to pay tax liabilities associated with these equity awards.