Graphic Packaging (NYSE: GPK) director updates ownership with 7,015 stock units

Rhea-AI Filing Summary

Graphic Packaging Holding Company director Lynn A. Wentworth reported changes in her beneficial ownership for the fiscal year ended 12/31/2025. On 05/21/2025, she acquired 7,015 stock units at a conversion price of $0.00 under the company’s Directors' Non-Qualified Deferred Compensation Plan. Each stock unit is fully vested and is generally payable solely in shares of the company’s common stock according to her deferral elections. After this transaction, she held 26,129 derivative securities directly, and the stock units terminate when they are paid out in shares of common stock.

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^*

Wentworth Lynn A

(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/ Lynn A. Wentworth 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 Graphic Packaging (GPK) report in this Form 5?

The filing reports that director Lynn A. Wentworth acquired 7,015 stock units under the Graphic Packaging Holding Company Directors' Non-Qualified Deferred Compensation Plan and updates her year-end beneficial ownership.

How many stock units did the GPK director acquire and when?

On 05/21/2025, the director acquired 7,015 stock units with a conversion or exercise price of $0.00 per unit.

What is the director’s total beneficial ownership after the reported transaction?

Following the reported transaction, the director beneficially owned 26,129 derivative securities directly, as shown in Table II.

What plan governs the stock units reported by Graphic Packaging (GPK)?

The stock units were acquired under the Graphic Packaging Holding Company Directors' Non-Qualified Deferred Compensation Plan, as described in the explanation of responses.

Are the reported GPK stock units vested and how are they paid out?

The filing states that the stock units are fully vested and are generally payable in accordance with the director's deferral elections, solely in shares of Graphic Packaging's common stock.

Do the Graphic Packaging stock units have an exercise price or cash cost?

The table shows a conversion or exercise price and derivative security price of $0.00, indicating no cash exercise cost for these stock units.

When do the Graphic Packaging stock units terminate?

According to the filing, the stock units terminate upon their payout in shares of Graphic Packaging's common stock.