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Graphic Packaging (NYSE: GPK) EVP reports RSU conversions and tax-share withholdings

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

Rhea-AI Filing Summary

Graphic Packaging Holding Company EVP & President, Americas Joseph P. Yost reported multiple equity award transactions. On February 15, 2026, he acquired common stock through the exercise and conversion of 18,388 and 5,581 Service-Based Restricted Stock Units and the settlement of a previously granted performance-based award, and received an additional 11,401 shares as a grant. Shares were also disposed of to cover tax obligations, with 7,065, 4,765, and 2,148 common shares withheld at $12.42 per share. After these transactions, he directly owned 276,595 shares of common stock.

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Insider Yost Joseph P
Role EVP & President, Americas
Type Security Shares Price Value
Exercise Service-Based Restricted Stock Units 18,388 $0.00 --
Exercise Service-Based Restricted Stock Units 5,581 $0.00 --
Exercise Common Stock 18,388 $0.00 --
Tax Withholding Common Stock 7,065 $12.42 $88K
Grant/Award Common Stock 11,401 $0.00 --
Tax Withholding Common Stock 4,765 $12.42 $59K
Exercise Common Stock 5,581 $0.00 --
Tax Withholding Common Stock 2,148 $12.42 $27K
Holdings After Transaction: Service-Based Restricted Stock Units — 0 shares (Direct); Common Stock — 273,591 shares (Direct)
Footnotes (1)
  1. The number of shares represents the settlement of a previously-granted Performance-Based Restricted Stock Unit award. The Service-Based Restricted Stock Units expire upon their conversion and payout in shares of the Company's Common Stock.
Form 4 Insider Transactions: What Each Field Means →
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
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*
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)
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 18,388 A $0 273,591 D
Common Stock 02/15/2026 F 7,065 D $12.42 266,526 D
Common Stock 02/15/2026 A 11,401(1) A $0 277,927 D
Common Stock 02/15/2026 F 4,765 D $12.42 273,162 D
Common Stock 02/15/2026 M 5,581 A $0 278,743 D
Common Stock 02/15/2026 F 2,148 D $12.42 276,595 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 18,388 02/15/2026 (2) Common Stock 18,388 $0 0 D
Service-Based Restricted Stock Units $0 02/15/2026 M 5,581 02/15/2026 (2) Common Stock 5,581 $0.00 5,750 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/ Joseph P. Yost, 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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

What did GPK executive Joseph P. Yost report in this Form 4 filing?

Joseph P. Yost reported equity award activity, including RSU conversions, a share grant, and tax-related share withholdings. These transactions adjusted his direct ownership position in Graphic Packaging common stock on the reported date without reflecting open-market purchases or sales.

How many Graphic Packaging (GPK) RSUs did Joseph P. Yost convert?

Joseph P. Yost converted 18,388 and 5,581 Service-Based Restricted Stock Units into Graphic Packaging common stock. The filing notes these units expire upon conversion and payout, reflecting the vesting and settlement of previously granted equity compensation awards on the reported transaction date.

Did Joseph P. Yost receive a new stock grant from Graphic Packaging (GPK)?

Yes. The Form 4 shows Joseph P. Yost acquired 11,401 shares of Graphic Packaging common stock as a grant or award. This grant increased his direct share ownership, separate from shares received through restricted stock unit conversions on the same date.

Were any Graphic Packaging (GPK) shares sold by Joseph P. Yost in the market?

The filing reports dispositions coded as tax-withholding transactions at $12.42 per share, not open-market sales. Shares totaling 7,065, 4,765, and 2,148 were delivered to satisfy tax obligations tied to equity award exercises and grants reported for the same date.

What is Joseph P. Yost’s Graphic Packaging (GPK) ownership after these transactions?

After all reported transactions, Joseph P. Yost directly owned 276,595 shares of Graphic Packaging common stock. This figure reflects the net result of RSU conversions, a stock grant, and shares withheld to cover tax liabilities associated with those equity awards.

What do the footnotes in Joseph P. Yost’s GPK Form 4 explain?

The footnotes explain that part of the reported shares come from settling a previously granted performance-based RSU award and that service-based RSUs automatically expire when converted and paid out in Graphic Packaging common stock, clarifying the nature of the derivative exercises.