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Graphic Packaging (GPK) EVP granted service-based RSU awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Graphic Packaging Holding Company executive Daniel S. Fishbein received two grants of service-based restricted stock units (RSUs) tied to the company’s common stock. One grant covers 188,502 RSUs, representing one-third of a larger award that also includes performance-based RSUs reportable upon settlement.

These 188,502 service-based RSUs vest and become payable in three substantially equal tranches on the first, second and third anniversaries of the grant date, subject to exceptions for events such as death, disability, retirement, involuntary termination or termination after a change in control. A separate grant of 40,214 service-based RSUs vests in substantially equal tranches on the first and second anniversaries of the grant date under similar conditions.

The RSUs have no exercise price and will be settled in shares of common stock upon vesting, reflecting compensation-related equity awards rather than open-market purchases.

Positive

  • None.

Negative

  • None.
Insider Fishbein Daniel S.
Role EVP, Gen Counsel & Secretary
Type Security Shares Price Value
Grant/Award Service-Based Restricted Stock Units 40,214 $0.00 --
Grant/Award Service-Based Restricted Stock Units 188,502 $0.00 --
Holdings After Transaction: Service-Based Restricted Stock Units — 40,214 shares (Direct, null)
Footnotes (1)
  1. The grant of Service-Based Restricted Stock Units is 1/3 of a total grant that also includes Performance-Based Restricted Stock Units, which are reportable upon settlement. 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 grant, except in the event of death, disability, retirement, involuntary termination or termination after a change in control. The Service-Based Restricted Stock Units expire upon their conversion and payment in shares of the Company's Common Stock as described under "Date Exerciseable." The Service-Based Restricted Stock Units vest and become payable in substantially equal tranches on the first and second anniversaries of the date of grant, except in the event of death, disability, retirement, involuntary termination or termination after a change in control.
Service-based RSU grant 188,502 units Service-Based Restricted Stock Units tied to common stock
Additional service-based RSU grant 40,214 units Separate Service-Based Restricted Stock Units grant
Exercise price $0.00 per unit Conversion or exercise price for both RSU grants
Vesting schedule (188,502 RSUs) 3 equal tranches First, second and third anniversaries of grant date
Vesting schedule (40,214 RSUs) 2 equal tranches First and second anniversaries of grant date
Post-transaction RSU holding (188,502 grant) 188,502 units Total units following transaction for larger grant
Post-transaction RSU holding (40,214 grant) 40,214 units Total units following transaction for smaller grant
Service-Based Restricted Stock Units financial
"The grant of Service-Based Restricted Stock Units is 1/3 of a total grant..."
Service-based restricted stock units are promises by a company to give employees shares of stock only after they remain employed for a specified period; the stock is delivered gradually or all at once once the service condition is met. Investors care because these awards affect future share supply and company costs, align employee interests with long-term performance, and can influence dilution and earnings reports when the promised shares are recorded or issued.
Performance-Based Restricted Stock Units financial
"that also includes Performance-Based Restricted Stock Units, which are reportable upon settlement."
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
change in control financial
"except in the event of death, disability, retirement, involuntary termination or termination after a change in control."
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
grant, award, or other acquisition financial
"transaction_code_description": "Grant, award, or other acquisition""
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Fishbein Daniel S.
(Last)(First)(Middle)
1500 RIVEREDGE PARKWAY, N.W.
(Street)
ATLANTA GEORGIA 30328
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
GRAPHIC PACKAGING HOLDING CO [ GPK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Gen Counsel & Secretary
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Service-Based Restricted Stock Units$0.0007/01/2026A40,214(1) (2) (3)Common Stock40,214$0.0040,214D
Service-Based Restricted Stock Units$0.0007/01/2026A188,502 (4) (3)Common Stock188,502$0.00188,502D
Explanation of Responses:
1. The grant of Service-Based Restricted Stock Units is 1/3 of a total grant that also includes Performance-Based Restricted Stock Units, which are reportable upon settlement.
2. 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 grant, except in the event of death, disability, retirement, involuntary termination or termination after a change in control.
3. The Service-Based Restricted Stock Units expire upon their conversion and payment in shares of the Company's Common Stock as described under "Date Exerciseable."
4. The Service-Based Restricted Stock Units vest and become payable in substantially equal tranches on the first and second anniversaries of the date of grant, except in the event of death, disability, retirement, involuntary termination or termination after a change in control.
/s/ Daniel S. Fishbein, by Laura Lynn Church, as Attorney-in-Fact07/02/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did GPK executive Daniel S. Fishbein receive in this Form 4?

Daniel S. Fishbein received two grants of service-based restricted stock units. One grant covers 188,502 RSUs and a second grant covers 40,214 RSUs, both settled in Graphic Packaging common stock as they vest over future anniversaries of the grant date.

How do the 188,502 service-based RSUs for GPK’s Daniel Fishbein vest?

The 188,502 service-based RSUs vest in three substantially equal tranches. Vesting occurs on the first, second and third anniversaries of the grant date, with accelerated treatment possible in events like death, disability, retirement, involuntary termination or termination after a change in control.

What is the vesting schedule for the additional 40,214 RSUs reported for GPK?

The 40,214 service-based restricted stock units vest in substantially equal tranches on the first and second anniversaries of the grant date. Similar to the larger grant, vesting may change in specified events such as death, disability, retirement, involuntary termination or termination after a change in control.

Are Daniel Fishbein’s GPK RSU grants open-market purchases or compensation awards?

The reported GPK transactions are compensation-related RSU grants, not open-market purchases. They are coded as grant or award acquisitions, carry a zero exercise price, and will be settled in shares of common stock when the service-based vesting conditions are satisfied.

Do the GPK RSU awards include any performance-based component?

Yes. The filing notes the 188,502 service-based RSUs represent one-third of a total grant that also includes performance-based restricted stock units. Those performance-based units will be reported when they settle, while only the service-based portion is reported in this Form 4.