Graphic Packaging (NYSE: GPK) SVP nets 319 shares after RSU exercise

Rhea-AI Filing Summary

Graphic Packaging Holding Company executive Scott Fallan, SVP & President, International, reported equity award activity. On February 26, 2026, he exercised 603 Service-Based Restricted Stock Units, converting them into 603 shares of Common Stock at a stated price of $0.00 per share. A separate transaction on the same date shows a disposition of 284 shares of Common Stock at $12.10 per share to satisfy tax obligations through share delivery. After these transactions, he directly holds 319 shares of Common Stock and 1,227 Service-Based Restricted Stock Units, which expire upon conversion and payout in shares.

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^*

Fallan Scott

(Last) (First) (Middle)

1500 RIVEREDGE PARKWAY

(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 & President, International

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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	02/26/2026		M		603	A	$0	603	D
Common Stock	02/26/2026		F		284	D	$12.1	319	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	02/26/2026		M			603	02/26/2026	(1)	Common Stock	603	$0	1,227	D

Explanation of Responses:

1. The Service-Based Restricted Stock Units expire upon their conversion and payout in shares of the Company's Common Stock.

	/s/Scott Fallan, by Laura Lynn Church, Attorney-in-Fact	03/02/2026
	** 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 did GPK executive Scott Fallan report in this Form 4 filing?

Scott Fallan reported exercising 603 Service-Based Restricted Stock Units into 603 shares of Graphic Packaging Common Stock and disposing of 284 shares to cover tax obligations. These transactions reflect routine equity award activity and update his direct ownership position.

How many Graphic Packaging (GPK) shares did Scott Fallan acquire and dispose of?

Scott Fallan acquired 603 shares of Common Stock through conversion of Service-Based Restricted Stock Units and disposed of 284 Common shares in a tax-withholding transaction. Net, he increased his directly held Common Stock by 319 shares on the reported date.

What is Scott Fallan’s ownership in Graphic Packaging after this Form 4?

After the reported transactions, Scott Fallan directly owns 319 shares of Graphic Packaging Common Stock and 1,227 Service-Based Restricted Stock Units. The RSUs will convert into shares of Common Stock upon payout, at which point they expire.

What type of equity awards did GPK grant that led to this Form 4 activity?

The activity involves Service-Based Restricted Stock Units that convert into Common Stock upon vesting and payout. In this filing, 603 RSUs were exercised into 603 Common shares, and the remaining 1,227 RSUs continue outstanding until future conversion and expiration.

Why were 284 shares of GPK Common Stock disposed of in this Form 4?

The 284 shares of Common Stock were disposed of in a transaction coded “F,” which indicates payment of exercise price or tax liability by delivering securities. This means shares were withheld or delivered to satisfy tax obligations tied to the RSU conversion.