Graphic Packaging (NYSE: GPK) SVP nets shares after RSU vesting and grants

Rhea-AI Filing Summary

Graphic Packaging Holding Company senior vice president Michael James Farrell reported multiple equity transactions in company stock. On February 15, 2026, previously granted performance-based and service-based restricted stock units were exercised and settled into common shares, and he also received a new stock award.

These actions delivered a total of 26,828 shares of common stock through RSU conversions and a grant. To cover tax obligations, 11,297 shares were surrendered at a price of $12.42 per share. After all transactions, Farrell directly owned 144,134 shares of Graphic Packaging 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)
02/15/2026

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	02/15/2026		M		13,982	A	$0	142,585	D
Common Stock	02/15/2026		F		5,829	D	$12.42	136,756	D
Common Stock	02/15/2026		A		8,669(1)	A	$0	145,425	D
Common Stock	02/15/2026		F		3,943	D	$12.42	141,482	D
Common Stock	02/15/2026		M		4,177	A	$0	145,659	D
Common Stock	02/15/2026		F		1,525	D	$12.42	144,134	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	02/15/2026		M			13,982	02/15/2026	(2)	Common Stock	13,982	$0	0	D
Service-Based Restricted Stock Units	$0	02/15/2026		M			4,177	02/15/2026	(2)	Common Stock	4,177	$0.00	4,304	D

Explanation of Responses:

1. The number of shares represents the settlement of a previously-granted Performance-Based Restricted Stock Unit award.

2. 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	02/18/2026
	** 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).
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FAQ

What did GPK executive Michael James Farrell report in this Form 4?

Michael James Farrell reported RSU conversions, a new stock grant, and tax-related share withholdings. These transactions involved Graphic Packaging common stock and adjusted his directly owned position as part of routine equity compensation activity.

How many Graphic Packaging (GPK) shares did Farrell acquire in total?

Farrell acquired 26,828 shares of Graphic Packaging common stock through the settlement of performance-based and service-based restricted stock units and a new stock award, significantly increasing his equity holdings before any tax-related share withholdings.

How many GPK shares were withheld for Michael Farrell’s taxes?

A total of 11,297 Graphic Packaging shares were disposed of to satisfy tax liabilities. These transactions used a price of $12.42 per share and are coded as tax-withholding dispositions rather than open-market sales.

What is Michael Farrell’s Graphic Packaging shareholding after these transactions?

After all RSU conversions, grants, and tax-withholding dispositions, Michael James Farrell directly owned 144,134 shares of Graphic Packaging common stock, reflecting his updated equity stake as an executive of the company.

What types of equity awards were involved in Farrell’s GPK Form 4 filing?

The filing shows performance-based restricted stock units settling into common stock, service-based restricted stock units converting into shares, and an additional grant of common stock. Some resulting shares were used to pay associated tax liabilities.

Did Michael Farrell sell GPK shares in the open market?

The reported share disposals are coded as tax-withholding transactions, used to pay exercise price or tax liabilities. They do not indicate discretionary open-market sales initiated for portfolio or investment reasons.