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  4. [Form 4] GRAPHIC PACKAGING HOLDING CO Insider Trading Activity

Executive equity awards at Graphic Packaging (NYSE: GPK) disclosed

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Graphic Packaging Holding Company senior vice president, chief accounting officer, and interim CFO Charles D. Lischer reported several equity transactions on February 15, 2026. Previously granted service- and performance-based restricted stock units were converted into common shares at a stated price of $0.0000 per share.

To satisfy tax obligations tied to these vestings, a total of common shares was disposed of through tax-withholding transactions at $12.4200 per share, while an additional common stock grant increased his direct share holdings following the award.

Positive

  • None.

Negative

  • None.
Insider Lischer Charles D
Role SVP, CAO and Interim CFO
Type Security Shares Price Value
Exercise Service-Based Restricted Stock Units 7,058 $0.00 --
Exercise Service-Based Restricted Stock Units 2,365 $0.00 --
Exercise Common Stock 7,058 $0.00 --
Tax Withholding Common Stock 2,809 $12.42 $35K
Grant/Award Common Stock 4,376 $0.00 --
Tax Withholding Common Stock 1,658 $12.42 $21K
Exercise Common Stock 2,365 $0.00 --
Tax Withholding Common Stock 726 $12.42 $9K
Holdings After Transaction: Service-Based Restricted Stock Units — 0 shares (Direct); Common Stock — 77,629 shares (Direct)
Footnotes (1)
  1. The number of shares represents the settlement of a previously-granted Performance-Based Restricted Stock Unit award. The Service-Based Restricted Stock Units expire upon their conversion and payout in shares of the Company's Common Stock.
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*
Lischer Charles D
(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)
SVP, CAO and Interim CFO
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026
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 02/15/2026 M 7,058 A $0 77,629 D
Common Stock 02/15/2026 F 2,809 D $12.42 74,820 D
Common Stock 02/15/2026 A 4,376(1) A $0 79,196 D
Common Stock 02/15/2026 F 1,658 D $12.42 77,538 D
Common Stock 02/15/2026 M 2,365 A $0 79,903 D
Common Stock 02/15/2026 F 726 D $12.42 79,177 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 02/15/2026 M 7,058 02/15/2026 (2) Common Stock 7,058 $0 0 D
Service-Based Restricted Stock Units $0 02/15/2026 M 2,365 02/15/2026 (2) Common Stock 2,365 $0.00 2,437 D
Explanation of Responses:
1. The number of shares represents the settlement of a previously-granted Performance-Based Restricted Stock Unit award.
2. The Service-Based Restricted Stock Units expire upon their conversion and payout in shares of the Company's Common Stock.
/s/ Charles D. Lischer, by Laura Lynn Church, Attorney-in-Fact 02/18/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did GPK executive Charles D. Lischer report?

Charles D. Lischer reported multiple equity transactions on February 15, 2026, including conversions of service- and performance-based restricted stock units into common stock and related tax-withholding dispositions. These moves reflect vesting of prior awards rather than open-market purchases or sales.

Did the GPK executive buy or sell shares on the open market?

The Form 4 shows no open-market buys or sales. Shares were acquired through restricted stock unit conversions and grants, while disposals were coded as tax-withholding transactions to cover obligations from these equity awards, not discretionary market trades.

How many GPK shares were tied to restricted stock unit conversions?

The filing lists service-based restricted stock unit transactions of 7,058 and 2,365 units, which were converted into common stock at a stated price of $0.0000 per share. These reflect the settlement of previously granted equity awards, including performance-based units noted in the footnotes.

What does transaction code F mean in the GPK Form 4 filing?

Transaction code F indicates shares were disposed of to pay an exercise price or tax liability by delivering securities. In this filing, common shares were withheld at $12.4200 per share to satisfy tax obligations related to vesting and settlement of restricted stock unit awards.

Did Charles D. Lischer’s GPK share ownership change after these transactions?

Yes, Lischer’s direct common stock holdings changed as restricted stock units settled into shares, new common stock was awarded, and some shares were withheld for taxes. The Form 4 provides updated common stock totals after each transaction, reflecting his adjusted direct ownership position.

What do the GPK Form 4 footnotes say about the restricted stock units?

The footnotes explain that part of the reported shares represents settlement of a previously granted performance-based restricted stock unit award. They also state that the service-based restricted stock units expire when converted and paid out in shares of the company’s common stock.