Graphic Packaging (GPK) SVP exercises RSUs, withholds shares

Rhea-AI Filing Summary

Graphic Packaging Holding Company SVP and CIO Nikhil Narvekar reported equity award activity involving restricted stock units and common shares. On February 26, 2026, he exercised 402 Service-Based Restricted Stock Units, which converted into 402 shares of Common Stock at a price of $0.00 per share.

To cover tax obligations tied to this equity award, 81 shares of Common Stock were disposed of at $12.10 per share through a tax-withholding transaction. Following these movements, he directly owned 1,845 shares of Common Stock and 818 Service-Based Restricted Stock Units, and the units expire when converted and paid out in shares.

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^*

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)
02/26/2026

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		402	A	$0	1,926	D
Common Stock	02/26/2026		F		81	D	$12.1	1,845	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			402	02/26/2026	(1)	Common Stock	402	$0	818	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/ Nikhil Narvekar, 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.
* 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 transactions did GPK executive Nikhil Narvekar report on this Form 4?

He reported exercising 402 Service-Based Restricted Stock Units into 402 Common Stock shares at $0.00 per share, then disposing of 81 Common Stock shares at $12.10 per share to satisfy tax-withholding obligations related to the equity award.

How many Graphic Packaging (GPK) shares does Nikhil Narvekar own after these Form 4 transactions?

After the reported transactions, Nikhil Narvekar directly holds 1,845 shares of Common Stock and 818 Service-Based Restricted Stock Units. The filing shows these holdings as direct ownership following the February 26, 2026 equity award exercise and related tax-withholding disposition.

What type of equity award did GPK’s Nikhil Narvekar exercise in this filing?

He exercised Service-Based Restricted Stock Units, converting 402 units into 402 shares of Graphic Packaging Common Stock. A footnote explains these units expire upon their conversion and payout in shares of the company’s Common Stock, consistent with typical RSU settlement mechanics.

Was the share disposition by GPK executive Nikhil Narvekar an open-market sale?

No, the 81-share disposition is coded “F,” meaning it was for payment of exercise price or tax liability by delivering securities. This indicates a tax-withholding transaction, not a discretionary open-market sale, at a reported price of $12.10 per share.

What is the significance of transaction code M in Nikhil Narvekar’s GPK Form 4?

Transaction code M indicates an exercise or conversion of a derivative security. Here, it shows 402 Service-Based Restricted Stock Units converting into 402 Common Stock shares, reflecting settlement of an existing equity award rather than a new open-market purchase.