Graphic Packaging (NYSE: GPK) CEO granted 165,030 service-based RSUs

Rhea-AI Filing Summary

GRAPHIC PACKAGING HOLDING CO President and CEO Robbert Rietbroek received a grant of 165,030 Service-Based Restricted Stock Units on February 25, 2026. These units were awarded at a price of $0.00 per unit, reflecting equity-based compensation rather than an open-market purchase.

The restricted stock units vest in three substantially equal parts on the first, second, and third anniversaries of the grant date, with earlier vesting possible in cases such as death, disability, retirement, involuntary termination, or change in control. The units will expire when they are converted and paid in shares of the company’s common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Rietbroek Robbert

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Service-Based Restricted Stock Units	165,030	$0.00	--

Holdings After Transaction: Service-Based Restricted Stock Units — 165,030 shares (Direct)

Footnotes (1)

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 grant, except in the event of death, disability, retirement, involuntary termination or 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."

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^*

Rietbroek Robbert

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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	02/25/2026		A		165,030		(1)	(2)	Common Stock	165,030	$0	165,030	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 grant, except in the event of death, disability, retirement, involuntary termination or change in control.

2. 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."

Remarks:

The grant of Service-Based Restricted Stock Units is 1/3 of a total grant that includes Performance-Based Restricted Stock Units, which are reportable upon settlement.

	/s/ Robbert Rietbroek, by Laura Lynn Church, Attorney-in-Fact	02/26/2026
	** 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 President and CEO Robbert Rietbroek report?

Robbert Rietbroek reported receiving a grant of 165,030 Service-Based Restricted Stock Units as equity compensation. The units were awarded at a price of $0.00 per unit and increase his direct equity-based interest in Graphic Packaging Holding Co over time as they vest.

How many restricted stock units were granted to GPK’s CEO in this Form 4?

The CEO received 165,030 Service-Based Restricted Stock Units. This entire amount is reported as directly owned following the transaction, highlighting a significant equity-based award that will convert into shares of common stock as vesting conditions are met over the scheduled period.

What are the vesting terms for the 165,030 Service-Based Restricted Stock Units at GPK?

The 165,030 Service-Based Restricted Stock Units vest in three substantially equal tranches on the first, second, and third anniversaries of the February 25, 2026 grant date. Vesting can accelerate upon events such as death, disability, retirement, involuntary termination, or a change in control.

Does the GPK CEO’s restricted stock unit grant involve any cash purchase?

No, the restricted stock units were granted at a price of $0.00 per unit, indicating a compensation award rather than a cash purchase. Shares of common stock will be delivered when the units vest and are settled, according to the terms described in the filing’s footnotes.

What happens to the GPK restricted stock units after they vest and are settled?

The Service-Based Restricted Stock Units expire upon their conversion and payment in shares of Graphic Packaging’s common stock. Once shares are delivered following vesting, the units themselves no longer exist, as they are effectively replaced by the underlying common stock.