Graphic Packaging (NYSE: GPK) awards 132,014 restricted stock units to EVP

Rhea-AI Filing Summary

Graphic Packaging Holding Company reported an equity compensation award to executive officer Joseph P. Yost, EVP & President, Americas. On January 2, 2026, he received 132,014 service-based restricted stock units, each tied to one share of the company’s common stock at a conversion price of $0.00. These units vest and become payable on January 2, 2027, with earlier vesting possible in cases such as death, disability, retirement, involuntary termination or termination for good reason. The restricted stock units expire when they are converted and paid out in common 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^*

Yost Joseph P

(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 & President, Americas

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		132,014		(1)	(2)	Common Stock	132,014	$0	132,014	D

Explanation of Responses:

1. The Service-Based Restricted Stock Units vest and become payable on January 2, 2027, 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/ Joseph P. Yost, by Laura Lynn Church, 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 disclose for Joseph P. Yost?

Graphic Packaging Holding Company disclosed that Joseph P. Yost, EVP & President, Americas, received 132,014 service-based restricted stock units tied to the company’s common stock.

When do the 132,014 restricted stock units for GPK’s executive vest?

The 132,014 service-based restricted stock units granted to Joseph P. Yost vest and become payable on January 2, 2027, subject to certain employment-related conditions.

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

The service-based restricted stock units granted to the GPK executive have a conversion price of $0.00, meaning no cash payment is required when they convert into common shares.

What type of shares underlie the restricted stock units reported by GPK?

The restricted stock units reported for GPK’s executive are each linked to one share of Graphic Packaging Holding Company common stock, for a total underlying amount of 132,014 shares.

Under what circumstances could the GPK restricted stock units vest earlier?

The service-based restricted stock units may vest earlier than January 2, 2027 in the event of death, disability, retirement, involuntary termination or termination for good reason, as specified in the award terms.

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

Once the restricted stock units vest, they convert into shares of Graphic Packaging Holding Company common stock and the units then expire upon this conversion and payout.