Yost Joseph P 4

What Happened

• Joseph P. Yost, EVP & President, Americas of Graphic Packaging Holding Co. (GPK), had a combination of derivative conversions and RSU-related awards settle on Feb 15, 2026. He was credited with a total of 35,370 shares (18,388 + 11,401 + 5,581) from exercises/conversions and an award, recorded at $0.00 per share (reflecting RSU/derivative settlement, not an open-market purchase).
• To satisfy tax obligations, 13,978 shares were surrendered/withheld (three “F” entries) at $12.42 per share, generating proceeds of $173,606. After withholding, Yost retained a net of 21,392 shares from the transaction.
• This activity is routine for RSU/award vesting and tax-withholding (not an open-market sale or purchase of additional shares).

Key Details

• Transaction date: February 15, 2026; Form 4 filed February 18, 2026 (no late-filing flag shown).
• Acquisition entries: 18,388 shares (derivative conversion), 11,401 shares (award/RSU conversion), and 5,581 shares (derivative conversion) — all reported at $0.00 (typical for RSU settlement).
• Tax-withholding: 7,065 + 4,765 + 2,148 = 13,978 shares withheld at $12.42 each; total value withheld ≈ $173,606.
• Net shares retained from this event: 35,370 acquired − 13,978 withheld = 21,392 shares.
• Footnotes: F1 — shares represent settlement of a previously-granted performance-based RSU award. F2 — service-based RSUs expire upon conversion and payout in common stock.
• Shares owned after the transaction are not specified in the provided excerpt of the filing.

Context

• The entries labeled “M” (exercise or conversion of derivative) and “A” (grant/award) reflect RSU conversions/settlements rather than a cash purchase; the $0.00 acquisition price is consistent with stock delivered on vesting.
• The “F” entries are share-withholding to pay tax liabilities (common when restricted stock/RSUs vest), which is not the same as an open-market sale for investment purposes.
• This filing documents standard compensation vesting and tax withholding by an officer and should be viewed as routine executive equity compensation activity rather than a directional bet on the stock.