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

Graphic Packaging (NYSE: GPK) awards 44,131 service-based RSUs to SVP

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

Rhea-AI Filing Summary

Fallan Scott reported acquisition or exercise transactions in this Form 4 filing.

Graphic Packaging Holding Company executive Scott Fallan, SVP & President, International, reported an award of 44,131 Service-Based Restricted Stock Units tied to Common Stock. The units were granted at $0.00 per unit as equity compensation, bringing his directly held RSUs to 44,131.

The RSUs vest and become payable in shares of Common Stock in three substantially equal tranches on the first, second and third anniversaries of the grant date, with different treatment in cases of death, disability, retirement, involuntary termination or termination after a change in control.

Positive

  • None.

Negative

  • None.
Insider Fallan Scott
Role SVP & President, International
Type Security Shares Price Value
Grant/Award Service-Based Restricted Stock Units F1, F2 44,131 $0.00 $0.00
Holdings After Transaction: Service-Based Restricted Stock Units — 44,131 shares (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 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."
RSUs granted 44,131 units Service-Based Restricted Stock Units granted on 2026-07-29
Grant price $0.00 per unit Equity compensation award, no cash paid by insider
Underlying common shares 44,131 shares Shares of Common Stock underlying the Service-Based RSUs
Holdings after grant 44,131 units Total Service-Based Restricted Stock Units held directly after transaction
Service-Based Restricted Stock Units financial
"The Service-Based Restricted Stock Units vest and become payable in three substantially equal"
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.
change in control financial
"except in the event of death, disability, retirement, involuntary termination or 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.
Date Exerciseable financial
"as described under "Date Exerciseable.""

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

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transaction did GPK executive Scott Fallan report on this Form 4?
Scott Fallan reported an equity award of 44,131 Service-Based Restricted Stock Units linked to Graphic Packaging common stock. The award is a compensation grant at $0.00 per unit, increasing his directly held RSUs to 44,131 following the transaction.

How do the 44,131 RSUs granted to GPK’s Scott Fallan vest?
The 44,131 Service-Based RSUs vest in three substantially equal tranches on the first, second and third anniversaries of the grant date. Vesting terms may change in cases of death, disability, retirement, involuntary termination or termination after a change in control.

Is Scott Fallan’s Form 4 transaction in GPK stock a buy, sell, or grant?
The Form 4 reports a grant/award acquisition of Service-Based Restricted Stock Units, not an open-market buy or sell. The units were awarded at $0.00 per unit as part of compensation, with no cash paid by the executive for the grant.

What happens to Graphic Packaging’s Service-Based RSUs when they are paid out?
The Service-Based Restricted Stock Units expire upon their conversion and payment in shares of Graphic Packaging’s common stock. Once converted and settled, the RSUs no longer exist as units, and the holder instead owns the underlying common shares.

Does the GPK Form 4 for Scott Fallan indicate use of a Rule 10b5-1 trading plan?
The filing’s Rule 10b5-1 checkbox is not marked as affirmed, and the reported event is a grant of restricted stock units. It reflects an equity compensation award rather than a transaction executed under a pre-arranged trading plan for market purchases or sales.
SEC Form 4
FORM 4UNITED 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*
Fallan Scott
(Last)(First)(Middle)
1500 RIVEREDGE PARKWAY
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP & President, International
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/29/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Service-Based Restricted Stock Units$0.0007/29/2026A44,131 (1) (2)Common Stock44,131$0.0044,131D
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 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/ Scott Fallan, by Laura Lynn Church, as Attorney in Fact07/31/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR