Graphic Packaging CAO receives 79,800-unit stock grant

The 79,800 units vest in substantially equal tranches on the first, second and third grant anniversaries, subject to stated exceptions.

Rhea-AI Filing Summary

Graphic Packaging Holding Co. reported that its VP and CAO, Aditya Gandhi, acquired 79,800 service-based restricted stock units on October 1, 2026. The units vest and become payable in substantially equal tranches on the first, second and third anniversaries of the grant date, except in the event of death, disability, retirement, involuntary termination or termination after a change in control. Gandhi held 79,800 units directly after the award.

Insider Trade Summary

Grant/Award: 79,800 shares

Grant/Award 1 txn

Insider Gandhi Aditya

Role VP and CAO

Type	Security	Shares	Price	Value
Grant/Award	Service-Based Restricted Stock Units F1, F2	79,800	$0.00	$0.00

Holdings After Transaction: Service-Based Restricted Stock Units — 79,800 contracts (Direct)

Footnotes (2)

1. F1. The Service-Based Restricted Stock Units vest and become payable in substantially equal tranches on the first, second and third anniversaries of the date of grant, except in the event of death, disability, retirement, involuntary terrmination or termination after a 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."

Key Figures

Restricted stock units acquired: 79,800 units Underlying common stock: 79,800 shares Direct holdings after award: 79,800 units +1 more

4 metrics

Restricted stock units acquired 79,800 units Awarded October 1, 2026

Underlying common stock 79,800 shares Shares underlying the service-based restricted stock units

Direct holdings after award 79,800 units Aditya Gandhi's reported position following the award

Vesting schedule First, second and third anniversaries Substantially equal tranches

Key Terms

Service-Based Restricted Stock Units, substantially equal tranches, change in control

3 terms

Service-Based Restricted Stock Units financial

"The Service-Based Restricted Stock Units vest and become payable"

Service-based restricted stock units are promises by a company to give employees shares of stock only after they remain employed for a specified period; the stock is delivered gradually or all at once once the service condition is met. Investors care because these awards affect future share supply and company costs, align employee interests with long-term performance, and can influence dilution and earnings reports when the promised shares are recorded or issued.

substantially equal tranches financial

"vest and become payable in substantially equal tranches"

change in control financial

"termination after a change in control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

FAQ

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

How many restricted stock units did Aditya Gandhi receive from GPK?

Aditya Gandhi acquired 79,800 service-based restricted stock units on October 1, 2026. They vest and become payable in substantially equal tranches on the first, second and third anniversaries of the grant date.

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

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Available on EDGAR 10/02/2026 - 04:31 PM Accepted by SEC EDGAR 10/02/2026 - 04:30 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^*

Gandhi Aditya

(Last) (First) (Middle)

1500 RIVEREDGE PARKWAY, N.W.

(Street)

ATLANTA GEORGIA 30328

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	VP and CAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	$0.00	10/01/2026		A		79,800		(1)	(2)	Common Stock	79,800	$0.00	79,800	D

Explanation of Responses:

1. The Service-Based Restricted Stock Units vest and become payable in substantially equal tranches on the first, second and third anniversaries of the date of grant, except in the event of death, disability, retirement, involuntary terrmination or termination after a 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."

	/s/ Aditya Gandhi, by Laura Lynn Church, Attorney-in-Fact	10/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)