Graphic Packaging (GPK) EVP converts RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Graphic Packaging Holding Company executive Joseph P. Yost reported routine equity compensation transactions involving restricted stock units and common shares. On February 26, 2026, he exercised 5,421 Service-Based Restricted Stock Units, which converted into 5,421 shares of Common Stock at a stated price of $0.0000 per share.

Following the RSU conversion, a separate transaction disposed of 2,087 shares of Common Stock at $12.10 per share to cover tax obligations described as "payment of exercise price or tax liability by delivering securities." After these transactions, his directly owned Common Stock holdings were 279,929 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^*

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)
02/26/2026

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		5,421	A	$0	282,016	D
Common Stock	02/26/2026		F		2,087	D	$12.1	279,929	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			5,421	02/26/2026	(1)	Common Stock	5,421	$0	11,007	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/ Joseph P. Yost, 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 insider transactions did GPK executive Joseph P. Yost report?

Joseph P. Yost reported exercising 5,421 Service-Based Restricted Stock Units, converting them into 5,421 shares of Common Stock. He also reported a related tax-withholding disposition of 2,087 Common Stock shares, all dated February 26, 2026, under a routine equity compensation arrangement.

Did Joseph P. Yost buy or sell Graphic Packaging (GPK) shares on the open market?

The filing shows no open-market buy or sell. It reports an RSU conversion into 5,421 Common Stock shares and a Form F tax-withholding disposition of 2,087 shares, which settled tax or exercise obligations using company stock instead of cash.

How many Graphic Packaging (GPK) shares does Joseph P. Yost own after these transactions?

After the reported transactions, Joseph P. Yost directly owned 279,929 shares of Graphic Packaging Common Stock. This figure reflects the RSU conversion that added 5,421 shares and the tax-withholding disposition that reduced holdings by 2,087 shares on February 26, 2026.

What does the RSU transaction in the GPK Form 4 represent?

The RSU transaction represents the conversion of 5,421 Service-Based Restricted Stock Units into 5,421 shares of Common Stock at a stated price of $0.0000 per share. According to the footnote, the RSUs expire upon their conversion and payout in company stock.

What is the meaning of transaction code F in the GPK Form 4 filing?

Transaction code F indicates payment of exercise price or tax liability by delivering securities. In this filing, 2,087 shares of Common Stock were disposed of at $12.10 per share to satisfy such obligations connected to the RSU conversion reported the same day.