Graphic Packaging (NYSE: GPK) SVP exercises RSUs, uses shares for taxes

Rhea-AI Filing Summary

GRAPHIC PACKAGING HOLDING CO executive Michael James Farrell, SVP, Paperboard Manufacturing, reported equity award activity on February 26, 2026. He exercised 4,057 Service-Based Restricted Stock Units, which converted into the same number of shares of common stock at a stated price of $0.00 per share.

To cover exercise price or tax obligations, 1,465 shares of common stock were disposed of at $12.10 per share under a code F tax-withholding transaction. After these moves, he held 146,726 shares of common stock directly and 8,238 Service-Based Restricted Stock Units, reflecting ongoing equity ownership in the company.

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)
02/26/2026

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		4,057	A	$0	148,191	D
Common Stock	02/26/2026		F		1,465	D	$12.1	146,726	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			4,057	02/26/2026	(1)	Common Stock	4,057	$0	8,238	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/Michael James Farrell, 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.
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FAQ

What insider transactions did GPK executive Michael James Farrell report?

Michael James Farrell reported exercising 4,057 Service-Based Restricted Stock Units into common stock and disposing of 1,465 common shares to satisfy obligations. These transactions occurred on February 26, 2026 and reflect standard equity award activity for a senior executive.

How many Graphic Packaging (GPK) RSUs did Michael James Farrell convert?

Farrell converted 4,057 Service-Based Restricted Stock Units into 4,057 shares of common stock at a stated price of $0.00 per share. According to the filing, those RSUs expire upon conversion and payout in the company’s common stock.

Why were 1,465 GPK common shares disposed of in Farrell’s Form 4?

The 1,465 common shares were disposed of under transaction code F at $12.10 per share. Code F indicates shares were delivered to pay the exercise price or tax liability related to the equity award, rather than an ordinary open-market sale.

What are Michael James Farrell’s GPK share holdings after these transactions?

Following the reported transactions, Farrell directly held 146,726 shares of Graphic Packaging common stock. He also held 8,238 Service-Based Restricted Stock Units, indicating a continued equity stake tied partly to service-based vesting conditions.

What does transaction code M mean in the GPK Form 4 for Farrell?

Transaction code M on Farrell’s Form 4 denotes the exercise or conversion of a derivative security, here Service-Based Restricted Stock Units. The filing shows those RSUs converted into 4,057 common shares at a stated price of $0.00 per share.

What role does Michael James Farrell hold at Graphic Packaging (GPK)?

Farrell is identified as an officer of Graphic Packaging with the title “SVP, Paperboard Mfg.” The reported equity transactions relate to his position as a senior executive and involve company common stock and service-based restricted stock units.