Farrell Michael James 4

What Happened

• Farrell Michael James, Senior Vice President, Paperboard Manufacturing at Graphic Packaging Holding Co. (GPK), was granted 12,006 service-based restricted stock units (RSUs) on 2026-02-25. The grant is reported as a derivative award (transaction code A) at $0.00 per unit in the filing.
• These RSUs do not represent immediately issued shares; they convert into common stock if and when they vest according to the grant terms. The filing notes this award represents one-third of a larger total grant that also includes performance-based RSUs, which will be reportable when they settle.

Key Details

• Transaction date: 2026-02-25; filing date: 2026-02-26 (filed within the standard Form 4 timeframe).
• Award: 12,006 service-based RSUs; reported price: $0.00 (derivative grant — no cash purchase).
• Vesting: vests in three substantially equal tranches on the 1st, 2nd and 3rd anniversaries of the grant date, except on death, disability, retirement, involuntary termination, or change in control (Footnote F1).
• Expiration/conversion: RSUs expire upon conversion and payment in shares as described in the grant (Footnote F2).
• Additional note: This grant is 1/3 of a total grant that includes performance-based RSUs; those performance units will be reported upon settlement.

Context

• RSU awards are compensation grants rather than open-market purchases or sales; they typically do not require an immediate cash outlay and vest over time. Because this is a derivative award, the insider does not acquire vested shares until vesting conditions are met. The performance-based portion of the grant may be subject to additional vesting metrics and will be disclosed when settled.