Graphic Packaging (NYSE: GPK) director details 2025 deferred stock unit grants

Rhea-AI Filing Summary

Graphic Packaging Holding Company director reports deferred stock units for 2025. Director Robert A. Hagemann filed an annual Form 5 covering changes in his beneficial ownership. During the fiscal year ended 12/31/2025, he acquired stock units under the company’s Directors' Non-Qualified Deferred Compensation Plan on several dates: 1,208 units on 04/15/2025, 7,015 units on 05/21/2025, 1,366 units on 07/15/2025, 1,736 units on 10/15/2025, and 1,949 units on 12/15/2025, each at an exercise price of $0.00 and directly owned. These stock units are fully vested and are generally payable in accordance with his deferral elections solely in shares of the company’s common stock, and they terminate upon payout. Following these transactions, he beneficially owned 61,744 derivative stock units at year-end.

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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:			3235-0362
Estimated average burden
hours per response:			1.0

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

HAGEMANN ROBERT

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2025

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Units	$0.00	04/15/2025		A	1,208		(1)	(2)	Common Stock	1,208	$0.00	49,678	D
Stock Units	$0.00	05/21/2025		A	7,015		(1)	(2)	Common Stock	7,015	$0.00	56,693	D
Stock Units	$0.00	07/15/2025		A	1,366		(1)	(2)	Common Stock	1,366	$0.00	58,059	D
Stock Units	$0	10/15/2025		A	1,736		(1)	(2)	Common Stock	1,736	$0	59,795	D
Stock Units	$0	12/15/2025		A	1,949		(1)	(2)	Common Stock	1,949	$0	61,744	D

Explanation of Responses:

1. Reflects stock units acquired under the Graphic Packaging Holding Company Directors' Non-Qualified Deferred Compensation Plan. Such stock units are fully vested and generally payable in accordance with the Director's deferral elections solely in shares of the Issuer's common stock.

2. The Stock Units terminate upon their payout in shares of Common Stock.

	/s/ Robert A. Hagemann, by Laura Lynn Church, Attorney-in-Fact	01/06/2026
	** 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 activity did GPK director Robert A. Hagemann report on this Form 5?

Robert A. Hagemann reported acquiring fully vested stock units under Graphic Packaging Holding Company’s Directors' Non-Qualified Deferred Compensation Plan during the 2025 fiscal year.

How many GPK stock units did the director acquire in 2025?

He acquired 1,208 stock units on 04/15/2025, 7,015 on 05/21/2025, 1,366 on 07/15/2025, 1,736 on 10/15/2025, and 1,949 on 12/15/2025.

What was the exercise or conversion price of the GPK stock units reported?

Each reported stock unit grant had a conversion or exercise price of $0.00, consistent with deferred stock unit awards.

How many GPK derivative stock units did the director hold at year-end 2025?

Following the reported transactions, Robert A. Hagemann beneficially owned 61,744 derivative stock units as of the end of the issuer’s 12/31/2025 fiscal year.

How and when are the reported GPK stock units payable to the director?

The stock units are fully vested and are generally payable solely in shares of Graphic Packaging Holding Company common stock in accordance with the director’s deferral elections.

Do the GPK stock units reported on Form 5 ever expire?

According to the disclosure, the stock units terminate upon their payout in shares of common stock.