Graphic Packaging (NYSE: GPK) SVP & CIO receives 6,549 restricted stock units as equity award

Rhea-AI Filing Summary

GRAPHIC PACKAGING HOLDING CO senior vice president and chief information officer Nikhil Narvekar received a grant of 6,549 Service-Based Restricted Stock Units. These units were awarded at no cash cost to him and represent a form of stock-based compensation rather than an open-market share purchase.

The restricted stock units vest in three substantially equal installments on the first, second, and third anniversaries of the February 25, 2026 grant date, subject to continued service and certain conditions related to death, disability, retirement, involuntary termination, or change in control. Once vested, the units convert into shares of the company’s common stock and then expire.

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^*

Narvekar Nikhil

(Last) (First) (Middle)

1500 RIVEREDGE PARKWAY, N.W.

(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 and CIO

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		6,549		(1)	(2)	Common Stock	6,549	$0	6,549	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/ Nikhil Narvekar, 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 executive Nikhil Narvekar report on this Form 4?

GPK executive Nikhil Narvekar reported receiving a grant of 6,549 Service-Based Restricted Stock Units. These are stock-based awards provided as compensation, not shares bought on the open market, and will convert into common stock only after future vesting conditions are met.

How many restricted stock units did the GPK SVP and CIO receive?

The GPK senior vice president and chief information officer received 6,549 Service-Based Restricted Stock Units. This entire amount was reported as directly owned following the transaction and represents equity compensation that will vest over time rather than an immediate, unrestricted share position.

How do the GPK Service-Based Restricted Stock Units reported by Narvekar vest?

The Service-Based Restricted Stock Units vest in three substantially equal tranches on the first, second, and third anniversaries of the grant date. Vesting may be affected by events such as death, disability, retirement, involuntary termination, or a change in control, as described in the award terms.

Are the GPK restricted stock units an open-market purchase of shares?

No, the GPK restricted stock units are not an open-market purchase. They are a grant of equity compensation awarded at a reported price of $0.00 per unit, which will convert into common stock only upon vesting and then expire after that conversion occurs.

What happens to the GPK restricted stock units once they vest for Nikhil Narvekar?

Once the restricted stock units vest, they are converted and paid in shares of Graphic Packaging Holding Company common stock. After this conversion and payment occur as described, the restricted stock units themselves expire and no longer exist as separate derivative securities.

Does this GPK Form 4 indicate a buy or sell of common stock by the executive?

This GPK Form 4 indicates an acquisition of derivative securities through a grant of restricted stock units, not a buy or sell of existing common stock. The transaction is coded as a grant or award acquisition and involves equity that will settle in shares after vesting.