LeBeau Scott 4

What Happened
LeBeau Scott, EVP of Paperboard Manufacturing at Graphic Packaging Holding Co. (GPK), had previously granted performance- and service-based restricted stock units (RSUs/derivatives) convert or vest on Feb 15, 2026. The filing shows 7,791 shares acquired through conversion/exercise (4,411 + 2,735 + 645 shares) at $0.00 acquisition price. To satisfy tax withholding, 3,042 shares were surrendered/withheld (reported as dispositions) at $12.42 per share, totaling $37,782. Some derivative instruments were reported as terminated/settled as part of the conversion.

Key Details

• Transaction date: 2026-02-15; Form 4 filed 2026-02-18 (timely — filed within required business-day window).
• Reported share prices: acquisitions at $0.00 (award/vesting); tax withholding disposals at $12.42/share.
• Shares acquired via conversion/vesting: 7,791 total (4,411; 2,735; 645).
• Shares withheld for taxes (disposed): 3,042 shares; cash value reported = $37,782.
• Footnotes: F1 = settlement of previously-granted Performance-Based RSU award; F2 = service-based RSUs expire upon conversion/payout.
• Transaction codes: M = exercise/conversion of a derivative; A = grant/award; F = shares withheld to pay exercise price or tax liability.
• Shares owned after the transactions: not specified in the provided filing details.

Context
This was a conversion/vesting and tax-withholding event (common, routine insider activity), not an open-market purchase or discretionary sale intended as a market signal. The withholding of shares to cover taxes is effectively a net settlement rather than a voluntary sale. As an executive (EVP), these entries reflect compensation-related vesting rather than investment purchases.