Graphic Packaging (NYSE: GPK) EVP awarded 99,010 restricted stock units

Rhea-AI Filing Summary

Graphic Packaging Holding Company executive reports new equity award. A company officer serving as EVP, Human Resources reported receiving 99,010 Service-Based Restricted Stock Units on 01/02/2026. These derivative securities have a conversion price of $0.00 and are settled in shares of the company’s common stock.

The restricted stock units vest and become payable in three substantially equal tranches on the first, second and third anniversaries of the grant date, with different treatment possible in cases of death, disability, retirement, involuntary termination or termination for good reason. Following this grant, the reporting person beneficially owns 99,010 derivative securities directly, each representing the right to receive one share of common stock upon vesting and payout.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Spence Elizabeth

Role EVP, Human Resources

Type	Security	Shares	Price	Value
Grant/Award	Service-Based Restricted Stock Units	99,010	$0.00	--

Holdings After Transaction: Service-Based Restricted Stock Units — 99,010 shares (Direct)

Footnotes (1)

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 the grant, except in the event of death, disability, retirement, involuntary termination or termination for good reason. 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^*

Spence Elizabeth

(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)
	EVP, Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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	$0.00	01/02/2026		A		99,010		(1)	(2)	Common Stock	99,010	$0	99,010	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 the grant, except in the event of death, disability, retirement, involuntary termination or termination for good reason.

2. The Service-Based Restricted Stock Units expire upon their conversion and payout in shares of the Company's Common Stock.

	/s/ Elizabeth Spence, by Laura Lynn Church, as Attorney-in-Fact	01/05/2026
	** 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 report in this Form 4?

The filing reports that an officer of Graphic Packaging Holding Company (GPK) received 99,010 Service-Based Restricted Stock Units on 01/02/2026.

Who is the reporting person in this GPK Form 4 filing and what is their role?

The reporting person is an officer of Graphic Packaging Holding Company with the title EVP, Human Resources, indicating a senior executive position.

How do the 99,010 GPK restricted stock units vest?

The 99,010 Service-Based Restricted Stock Units vest and become payable in three substantially equal tranches on the first, second and third anniversaries of the 01/02/2026 grant date, subject to special rules for certain termination events.

What does each GPK Service-Based Restricted Stock Unit entitle the holder to receive?

Each Service-Based Restricted Stock Unit entitles the holder to receive one share of Graphic Packaging Holding Company common stock upon conversion and payout, with the units expiring when they are converted and paid out.

What is the exercise or conversion price of the GPK restricted stock units?

The reported Service-Based Restricted Stock Units have a conversion price of $0.00, meaning no cash exercise price is required for conversion into common stock.

How many derivative securities does the GPK executive own after this transaction?

Following the reported grant, the executive beneficially owns 99,010 derivative securities, all held with direct ownership, each tied to the company’s common stock.