Farrell Michael James 4

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.