Graphic Packaging (NYSE: GPK) grants 12,158 service RSUs to SVP

Rhea-AI Filing Summary

GRAPHIC PACKAGING HOLDING CO senior executive Fallan Scott, SVP & President, International, reported receiving a grant of 12,158 Service-Based Restricted Stock Units. These RSUs vest in three substantially equal tranches on the first, second and third anniversaries of the grant date and are settled in common stock.

The units may vest earlier in situations such as death, disability, retirement, involuntary termination or change in control. They expire when converted and paid in shares of the company’s common stock, so they function as equity-based compensation tied to continued service.

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^*

Fallan Scott

(Last) (First) (Middle)

1500 RIVEREDGE PARKWAY

(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 & President, International

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		12,158		(1)	(2)	Common Stock	12,158	$0	12,158	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/ Scott Fallan, 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).
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FAQ

What insider transaction did GPK executive Fallan Scott report on this Form 4?

Fallan Scott reported acquiring 12,158 Service-Based Restricted Stock Units as equity compensation. The award was reported as a grant with no cash purchase price, reflecting stock-based incentives rather than an open-market transaction, and is tied to continued employment with the company.

How do the 12,158 restricted stock units for GPK’s Fallan Scott vest?

The 12,158 Service-Based Restricted Stock Units vest in three substantially equal tranches. Vesting occurs on the first, second and third anniversaries of the grant date, aligning the executive’s compensation with multi-year service and long-term performance at Graphic Packaging Holding Co.

Under what circumstances can GPK’s restricted stock units for Fallan Scott vest early?

The restricted stock units can vest earlier than scheduled in specific situations. These include death, disability, retirement, involuntary termination, or a change in control, providing protection for the executive if employment ends or the company’s ownership structure changes significantly.

How are the Service-Based Restricted Stock Units for GPK settled when they vest?

When the Service-Based Restricted Stock Units vest, they are paid in shares of Graphic Packaging’s common stock. The units expire upon this conversion and payment, effectively turning the right to receive stock into actual shares that the executive then directly owns.

Did Fallan Scott pay cash for the 12,158 GPK restricted stock units?

No cash was paid for this award, as indicated by the reported price of 0.0000 per unit. The transaction is classified as a grant or award, reflecting stock-based compensation granted by the company rather than a purchase in the open market.

What ownership type is reported for Fallan Scott’s GPK restricted stock units?

The filing classifies ownership of the restricted stock units as direct. After the grant of 12,158 units, the total derivative securities reported as held directly by Fallan Scott equals 12,158, highlighting her personal equity-linked stake in the company’s common stock.