GRAPHIC PACKAGING HOLDING CO·4

Feb 18, 4:05 PM ET

Spence Elizabeth 4

4 · GRAPHIC PACKAGING HOLDING CO · Filed Feb 18, 2026

Research Summary

AI-generated summary of this filing

Updated

Graphic Packaging (GPK) EVP Elizabeth Spence Converts RSUs, Withholds Shares

What Happened

  • Elizabeth Spence, EVP Human Resources of Graphic Packaging (GPK), converted a mix of performance- and service-based restricted stock units (RSUs) on Feb 15, 2026. The filing shows 21,853 shares were issued to her (11,233 + 3,655 from derivative conversion, and 6,965 from a grant).
  • To cover tax withholding, 9,324 shares were withheld (valued at $12.42 per share), totaling about $115,805. Net new shares received after withholding = 12,529.
  • These were not open-market purchases or sales of company stock but the conversion/payout and settlement of equity awards tied to compensation.

Key Details

  • Transaction date: 2026-02-15; Form 4 filed: 2026-02-18.
  • Shares issued/acquired: 21,853 total (11,233; 3,655 via derivative conversion; 6,965 grant).
  • Shares withheld for taxes (disposed): 9,324 shares at $12.42 each; total withholding value ≈ $115,805.
  • Net new shares after withholding: 12,529.
  • Codes: M = exercise/conversion of derivative (RSU conversion), A = grant/award (service-based RSUs), F = shares withheld to pay taxes (settlement of performance RSUs per footnote).
  • Footnotes from the filing: F1 — some withheld/disposed shares relate to settlement of previously-granted performance-based RSUs; F2 — service-based RSUs expire upon conversion/payout.
  • Shares owned after the transaction are not reported in the provided data.

Context

  • This is a routine equity-compensation event (conversion/payout of RSUs with share withholding for taxes), not an open-market sale or purchase. Such withholding is common and reflects tax obligations rather than a directional trade.
  • For retail investors: these transactions mainly show management receiving vested compensation; they do not necessarily signal buying or selling intent.

Insider Transaction Report

Form 4
Period: 2026-02-15
Spence Elizabeth
EVP, Human Resources
Transactions
  • Exercise/Conversion

    Common Stock

    2026-02-15+11,23355,619 total
  • Tax Payment

    Common Stock

    2026-02-15$12.42/sh4,831$60,00150,788 total
  • Award

    Common Stock

    [F1]
    2026-02-15+6,96557,753 total
  • Tax Payment

    Common Stock

    2026-02-15$12.42/sh3,168$39,34754,585 total
  • Exercise/Conversion

    Common Stock

    2026-02-15+3,65558,240 total
  • Tax Payment

    Common Stock

    2026-02-15$12.42/sh1,325$16,45756,915 total
  • Exercise/Conversion

    Service-Based Restricted Stock Units

    [F2]
    2026-02-1511,2330 total
    Exercise: $0.00From: 2026-02-15Common Stock (11,233 underlying)
  • Exercise/Conversion

    Service-Based Restricted Stock Units

    [F2]
    2026-02-153,6553,767 total
    Exercise: $0.00From: 2026-02-15Common Stock (3,655 underlying)
Footnotes (2)
  • [F1]The number of shares represents the settlement of a previously-granted Performance-Based Restricted Stock Unit award.
  • [F2]The Service-Based Restricted Stock Units expire upon their conversion and payout in shares of the Company's Common Stock.
Signature
/s/ Elizabeth Spence, by Laura Lynn Church, Attorney-in-Fact|2026-02-18

Documents

1 file
  • 4
    ownership.xmlPrimary

    4