Narvekar Nikhil 4

What Happened

• Nikhil Narvekar, SVP and Chief Information Officer of Graphic Packaging Holding Co. (GPK), had equity awards convert and derivatives exercised on Feb 15, 2026. He acquired a total of 2,055 shares (1,003 + 622 + 430) via conversion/exercise at $0 per share (award/derivative conversion). To cover tax liabilities, 531 shares (290 + 153 + 88) were withheld at $12.42 per share, resulting in ~$6,595 surrendered for taxes. The filing also records the disposition/expiration of the related derivative instruments (1,003 and 430 shares) as part of the conversion process — these are not open-market sales.

Key Details

• Date of transactions: 2026-02-15; Form 4 filed 2026-02-18 (timely).
• Transaction codes: M = exercise/conversion of derivative; A = grant/award; F = shares withheld to pay tax liability.
• Prices reported: awards/conversions at $0.00; tax withholding shares at $12.42 each (total withheld ≈ $6,595).
• Shares acquired: 2,055 shares; shares withheld for taxes: 531 shares.
• Shares owned after the transactions: not specified in the provided summary.
• Footnotes: F1 = settlement of previously-granted performance-based RSUs; F2 = service-based RSUs expire upon conversion and payout in shares.
• Filing timeliness: filed within typical Form 4 deadline (not indicated as late).

Context

• This was primarily an award/conversion event (RSUs/performance awards converting to common stock) with a standard share-withholding to satisfy tax obligations — a routine administrative action rather than an open-market sale or purchase. The M-code disposals reflect conversion/expiration of derivative instruments, not sales. Such withholdings (F) are common and don't necessarily indicate a change in insider sentiment.