GPK EVP granted 19,668 restricted stock units

Spence Elizabeth reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Spence Elizabeth reported acquisition or exercise transactions in this Form 4 filing.

GRAPHIC PACKAGING HOLDING CO executive receives equity award. EVP, Human Resources Elizabeth Spence was granted 19,668 Service-Based Restricted Stock Units at a price of $0 per unit. These RSUs vest in three substantially equal annual tranches on the first, second, and third anniversaries of the February 25 grant date, subject to conditions such as death, disability, retirement, involuntary termination, or change in control.

Insider Trade Summary

Grant/Award: 19,668 shares

Grant/Award 1 txn

Insider Spence Elizabeth

Role EVP, Human Resources

Type	Security	Shares	Price	Value
Grant/Award	Service-Based Restricted Stock Units	19,668	$0.00	$0.00

Holdings After Transaction: Service-Based Restricted Stock Units — 19,668 contracts (Direct)

Footnotes (2)

1. F1. 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. F2. 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."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Elizabeth Spence report in this GPK Form 4 filing?

Elizabeth Spence reported receiving 19,668 Service-Based Restricted Stock Units as an equity award. The units were granted at a price of $0 per unit and represent compensation tied to continued service with Graphic Packaging Holding Co over a multi-year vesting period.

How many restricted stock units did GPK grant to Elizabeth Spence?

Graphic Packaging granted 19,668 Service-Based Restricted Stock Units to Elizabeth Spence. This entire amount is reported as directly owned following the transaction and reflects a single equity award rather than open-market purchases or sales of the company’s common stock.

When do Elizabeth Spence’s GPK restricted stock units 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 continues only if specified service conditions are met, with special treatment in cases like death, disability, retirement, involuntary termination, or change in control.

Did Elizabeth Spence buy or sell GPK shares in this Form 4?

This Form 4 reports an acquisition through a grant of restricted stock units, not a market buy or sell. The units were awarded at $0 per unit as compensation and will convert into shares of common stock as they vest according to the award terms.

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

After vesting, the Service-Based Restricted Stock Units convert into shares of Graphic Packaging common stock. The award terms state the units expire upon their conversion and payment in shares, meaning they no longer exist as units once delivered as common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/26/2026 - 07:19 PM Learn about SEC filing dates

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^*

Spence Elizabeth

(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, Human Resources

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		19,668		(1)	(2)	Common Stock	19,668	$0	19,668	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/ Elizabeth Spence, 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.