Graphic Packaging (NYSE: GPK) interim CFO awarded 37,213 restricted stock units

Rhea-AI Filing Summary

Graphic Packaging Holding Company reported that SVP, CAO and Interim CFO Charles D. Lischer received a grant of 37,213 Service-Based Restricted Stock Units on February 2, 2026. These units were acquired at a price of $0 and are held as direct beneficial ownership.

The Service-Based Restricted Stock Units vest and become payable in three substantially equal tranches on the first, second and third anniversaries of the grant date, with alternative treatment in cases such as death, disability, retirement, involuntary termination or termination for good reason. The units expire when they are converted and paid out in shares of the company’s 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

OMB APPROVAL

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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^*

Lischer Charles D

(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, CAO and Interim CFO

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

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	02/02/2026		A		37,213		(1)	(2)	Common Stock	37,213	$0	37,213	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/ Charles D. Lischer By: Laura Lynn Church, Attorney-in-Fact	02/04/2026
	** 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 for Charles D. Lischer?

Graphic Packaging reported that Charles D. Lischer received 37,213 Service-Based Restricted Stock Units on February 2, 2026. These units were acquired at a price of $0 and are held as direct beneficial ownership, reflecting an equity-based award rather than an open-market share purchase.

How many restricted stock units did GPK SVP, CAO and Interim CFO receive?

Charles D. Lischer received 37,213 Service-Based Restricted Stock Units from Graphic Packaging. This entire amount is shown as beneficially owned following the transaction, indicating all 37,213 units are tied to this grant and held directly in his name per the filing.

What is the vesting schedule for GPK’s Service-Based Restricted Stock Units?

The Service-Based Restricted Stock Units vest and become payable in three substantially equal tranches on the first, second and third anniversaries of the grant date. The footnotes note different treatment upon events like death, disability, retirement, involuntary termination or termination for good reason.

When do the GPK Service-Based Restricted Stock Units expire?

The Service-Based Restricted Stock Units expire upon their conversion and payout in shares of Graphic Packaging’s common stock. In other words, once the RSUs vest and are settled in common shares, the derivative units themselves cease to exist according to the filing’s explanation.

Is the GPK restricted stock unit award a direct or indirect holding?

The filing classifies the 37,213 Service-Based Restricted Stock Units as a direct holding. The ownership form is marked as “D” for direct, and no footnote indicates that the units are held through a separate entity, trust, or other indirect ownership structure.

What role does Charles D. Lischer hold at Graphic Packaging (GPK)?

Charles D. Lischer is listed as an officer of Graphic Packaging with the title “SVP, CAO and Interim CFO.” This title is important because the Form 4 reflects equity-related activity by a senior financial executive, whose transactions are subject to Section 16 reporting requirements.