Farrell Michael James 4

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

AI-generated summary of this filing

Updated Feb 18, 2026

Graphic Packaging (GPK) SVP Michael Farrell Exercises Awards, Withholds Shares

What Happened

Michael J. Farrell, Senior Vice President, Paperboard Manufacturing at Graphic Packaging (GPK), converted/exercised company awards on Feb 15, 2026, resulting in the acquisition of 26,828 shares (no cash exercise price). To cover tax obligations, 11,297 shares were withheld/treated as disposed, with withholding proceeds totaling $140,309 (based on $12.42/share).

Key Details

Transaction date: 2026-02-15; Form 4 filed 2026-02-18 (appears timely).
Acquired: 26,828 shares via exercise/conversion/grant (entries show $0.00 per share for acquisition).
- Breakdown: 13,982; 8,669; and 4,177 shares from awards/conversions.
Withheld/Disposed for tax payment: 11,297 shares (5,829; 3,943; 1,525) at $12.42/share = $140,309 total.
Additional derivative entries: two M-line items show corresponding derivative dispositions (reflecting conversion/termination of the derivative awards).
Footnotes:
- F1: Some shares represent settlement of previously-granted Performance-Based Restricted Stock Units.
- F2: Service-Based Restricted Stock Units expire upon conversion and payout in common stock.
Shares owned after the transactions: not specified in the provided filing details.

Context

This was not an open-market purchase — it’s the routine conversion/settlement of equity awards (RSUs/performance RSUs) with a net settlement to cover taxes (common practice). Such tax-withholding “sales” do not necessarily indicate a change in insider sentiment.

Form 4

Period: 2026-02-15

SVP, Paperboard Mfg.

Transactions

Exercise/Conversion
Common Stock
2026-02-15+13,982→ 142,585 total
Tax Payment
Common Stock
2026-02-15$12.42/sh−5,829$72,396→ 136,756 total
Award
Common Stock
[F1]
2026-02-15+8,669→ 145,425 total
Tax Payment
Common Stock
2026-02-15$12.42/sh−3,943$48,972→ 141,482 total
Exercise/Conversion
Common Stock
2026-02-15+4,177→ 145,659 total
Tax Payment
Common Stock
2026-02-15$12.42/sh−1,525$18,941→ 144,134 total
Exercise/Conversion
Service-Based Restricted Stock Units
[F2]
2026-02-15−13,982→ 0 total
Exercise: $0.00From: 2026-02-15→ Common Stock (13,982 underlying)
Exercise/Conversion
Service-Based Restricted Stock Units
[F2]
2026-02-15−4,177→ 4,304 total
Exercise: $0.00From: 2026-02-15→ Common Stock (4,177 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/Michael James Farrell, by Laura Lynn Church, Attorney-in-Fact|2026-02-18

1 file