Graphic Packaging (NYSE: GPK) EVP settles RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Graphic Packaging Holding Company EVP of Human Resources Elizabeth Spence reported several equity award transactions in the company’s stock. On February 15, 2026, service- and performance-based restricted stock units were converted into common shares, including 11,233 shares and 3,655 shares from unit exercises and a 6,965-share common stock grant. Shares totaling 4,831, 3,168, and 1,325 were withheld at $12.42 per share to cover tax obligations. After these transactions, she directly held 56,915 shares of 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^*

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)
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		11,233	A	$0	55,619	D
Common Stock	02/15/2026		F		4,831	D	$12.42	50,788	D
Common Stock	02/15/2026		A		6,965(1)	A	$0	57,753	D
Common Stock	02/15/2026		F		3,168	D	$12.42	54,585	D
Common Stock	02/15/2026		M		3,655	A	$0	58,240	D
Common Stock	02/15/2026		F		1,325	D	$12.42	56,915	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			11,233	02/15/2026	(2)	Common Stock	11,233	$0	0	D
Service-Based Restricted Stock Units	$0	02/15/2026		M			3,655	02/15/2026	(2)	Common Stock	3,655	$0.00	3,767	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/ Elizabeth Spence, 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 insider transactions did GPK executive Elizabeth Spence report on February 15, 2026?

Elizabeth Spence reported equity award activity on February 15, 2026, including conversions of restricted stock units into common shares and a grant of 6,965 common shares. Several blocks of stock were withheld to satisfy tax obligations linked to these awards.

How many Graphic Packaging (GPK) shares did Elizabeth Spence acquire through RSU conversions?

Elizabeth Spence acquired 11,233 and 3,655 shares of Graphic Packaging common stock through the exercise or conversion of service- and performance-based restricted stock units. These transactions reflect previously granted equity awards settling into actual common shares of the company.

What tax-withholding share dispositions did GPK’s Elizabeth Spence report and at what price?

Elizabeth Spence reported share dispositions of 4,831, 3,168, and 1,325 Graphic Packaging common shares to cover tax liabilities. These tax-withholding transactions were recorded at a price of $12.42 per share, consistent with payment of obligations by delivering company stock instead of cash.

What was Elizabeth Spence’s Graphic Packaging common stock holding after these Form 4 transactions?

After all reported transactions, Elizabeth Spence directly held 56,915 shares of Graphic Packaging common stock. This balance reflects RSU conversions, a common stock grant, and share withholdings for taxes that reduced the gross number of shares issued in connection with her awards.

What do the Form 4 footnotes say about Elizabeth Spence’s restricted stock units at GPK?

One footnote states that certain shares represent settlement of a previously granted performance-based restricted stock unit award. Another explains that the service-based restricted stock units expire when they convert and pay out in shares of Graphic Packaging’s common stock to the reporting person.

Did Elizabeth Spence buy or sell Graphic Packaging (GPK) shares on the open market?

The transactions involve equity award settlements, conversions, and tax-withholding dispositions, not open-market buying or selling. Codes M, A, and F indicate derivative exercises, grants, and shares delivered to pay tax liabilities, all tied to existing company compensation arrangements.