Graphic Packaging (NYSE: GPK) director details 7,015 stock units in Form 5

Rhea-AI Filing Summary

Graphic Packaging Holding Company director Aziz Aghili filed an annual Form 5 reporting changes in his beneficial ownership for the fiscal year ended 12/31/2025. The filing shows the acquisition of 7,015 stock units under the company’s Directors' Non-Qualified Deferred Compensation Plan at an exercise price of $0.00 per unit, with the units first exercisable on 05/21/2025. Each stock unit is fully vested and is generally payable in accordance with the director’s deferral elections solely in shares of the company’s common stock. After this transaction, Aghili holds 26,129 derivative securities (stock units) directly, which will convert into shares of common stock when paid out. The stock units terminate once they are paid out in shares.

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

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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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Aghili Aziz

(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)

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	05/21/2025		A	7,015		(1)	(2)	Common Stock	7,015	$0.00	26,129	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/ Aziz Aghili 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 did Graphic Packaging (GPK) disclose in this Form 5?

The Form 5 reports director Aziz Aghili’s annual changes in beneficial ownership for the fiscal year ended 12/31/2025, including stock units acquired under the Directors' Non-Qualified Deferred Compensation Plan.

How many stock units did the Graphic Packaging director acquire?

The director acquired 7,015 stock units under the Graphic Packaging Holding Company Directors' Non-Qualified Deferred Compensation Plan, as shown in the derivative securities table.

What is the total number of stock units held by the director after the reported transaction?

Following the reported transaction, the director beneficially owns 26,129 derivative securities (stock units) directly, representing rights to receive shares of common stock in the future.

What are the terms of the stock units reported by the Graphic Packaging director?

The filing states the stock units are fully vested, have a conversion or exercise price of $0.00, are generally payable solely in shares of the issuer’s common stock according to the director’s deferral elections, and terminate upon payout in shares.

When do the reported stock units become exercisable?

The derivative securities table indicates the stock units are first exercisable on 05/21/2025, after which they are payable in shares of common stock in line with the director’s deferral elections.

What is the relationship of the reporting person to Graphic Packaging (GPK)?

The reporting person is identified as a Director of Graphic Packaging Holding Company, with the Form 5 filed as a Form filed by One Reporting Person.