Graphic Packaging (NYSE: GPK) SVP awarded 12,006 service-based RSUs

Rhea-AI Filing Summary

Graphic Packaging Holding Company reported that SVP, Paperboard Manufacturing Michael James Farrell acquired 12,006 Service-Based Restricted Stock Units as an equity award. The units were granted at $0.00 per unit and 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 expire when they are converted and paid in shares of the company’s 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^*

Farrell Michael James

(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, Paperboard Mfg.

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/ Michael James Farrell, by Laura Lynn Church, Attorney-in-Fact	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did GPK executive Michael James Farrell report?

Michael James Farrell reported receiving 12,006 Service-Based Restricted Stock Units as an equity award. These units were granted at $0.00 per unit and represent a form of stock-based compensation that will convert into common shares over time as vesting conditions are met.

How many restricted stock units did the GPK SVP receive in this Form 4?

The SVP, Paperboard Manufacturing, received 12,006 Service-Based Restricted Stock Units in this transaction. This entire amount was acquired in a single grant, providing potential future ownership in Graphic Packaging Holding Company subject to the award’s vesting schedule and other conditions.

Are the restricted stock units granted to GPK’s executive immediately vested?

No, the restricted stock units do not vest immediately. They vest and become payable in three substantially equal tranches on the first, second and third anniversaries of the grant date, assuming continued service and absent triggering events like death or change in control.

Under what conditions can the GPK restricted stock units vest differently than scheduled?

The units may vest differently if specific events occur, including death, disability, retirement, involuntary termination or a change in control. In such circumstances, the standard three-tranche vesting schedule can be altered, potentially accelerating when the executive receives underlying common shares.

What happens to the GPK restricted stock units after they vest?

After vesting, the restricted stock units convert and are paid in shares of Graphic Packaging’s common stock. The units expire upon this conversion and payment, meaning they cease to exist as separate derivative securities once the corresponding common shares are delivered.

Did the GPK executive buy or sell shares on the open market in this filing?

No open-market buy or sell occurred. The Form 4 reports a grant or award acquisition of 12,006 Service-Based Restricted Stock Units at $0.00 per unit, reflecting stock-based compensation rather than a market purchase or sale of existing common shares.