Graphic Packaging (NYSE: GPK) awards 33,399 service-based RSUs to EVP Yost

Rhea-AI Filing Summary

GRAPHIC PACKAGING HOLDING CO executive Joseph P. Yost received a grant of 33,399 Service-Based Restricted Stock Units. These stock units were awarded at a price of $0.00 per unit, reflecting an equity compensation grant rather than an open-market purchase.

The grant vests in three substantially equal tranches on the first, second and third anniversaries of the February 25, 2026 grant date, with earlier vesting possible in cases such as death, disability, retirement, involuntary termination or change in control. The units convert into shares of common stock upon vesting and expire when fully converted and paid.

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^*

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)
02/25/2026

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		33,399		(1)	(2)	Common Stock	33,399	$0	33,399	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/ Joseph P. Yost, 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.
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FAQ

What insider transaction did GPK executive Joseph P. Yost report on this Form 4?

Joseph P. Yost reported receiving a grant of 33,399 Service-Based Restricted Stock Units. The award represents equity compensation, not an open-market stock purchase, and will convert into shares of Graphic Packaging Holding Co common stock as vesting conditions are satisfied over time.

How many restricted stock units did Joseph P. Yost receive from Graphic Packaging (GPK)?

Joseph P. Yost received 33,399 Service-Based Restricted Stock Units. These units were granted at a stated price of $0.00 per unit and represent a stock-based incentive that, when vested and settled, will deliver shares of Graphic Packaging Holding Co common stock to the executive.

What are the vesting terms of Joseph P. Yost’s GPK Service-Based Restricted Stock Units?

The 33,399 Service-Based Restricted Stock Units vest in three substantially equal tranches on the first, second and third anniversaries of the grant date. Vesting can accelerate in specific situations, including death, disability, retirement, involuntary termination or a change in control of Graphic Packaging Holding Co.

Does this GPK Form 4 show Joseph P. Yost buying or selling shares on the market?

The Form 4 shows an acquisition through a grant of Service-Based Restricted Stock Units, not a market transaction. The 33,399 units are equity compensation that will convert into common stock upon vesting, with no cash purchase price reported for this award.

When do Joseph P. Yost’s newly granted GPK restricted stock units expire?

The Service-Based Restricted Stock Units expire upon their conversion and payment in shares of Graphic Packaging Holding Co common stock. As each tranche vests and is settled in stock, the corresponding units cease to exist, leaving no separate expiration date beyond full conversion.