Fallan Scott 4

What Happened
Fallan Scott, Senior Vice President & President, International at Graphic Packaging Holding Co. (GPK), received a grant of 12,158 service-based Restricted Stock Units (RSUs) on February 25, 2026. The award is reported as a derivative grant with an acquisition price of $0.00 (i.e., an equity compensation award rather than a purchase). The filing notes this grant 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; Form 4 filed: 2026-02-26 (timely within required reporting window).
• Grant: 12,158 Service-Based Restricted Stock Units; reported price $0.00 (equity award).
• Shares owned after transaction: Not disclosed in this filing.
• Vesting: Service-Based RSUs vest in three substantially equal tranches on the first, second and third anniversaries of the grant, subject to customary exceptions (death, disability, retirement, involuntary termination, change in control) (Footnote F1).
• Expiration/conversion: RSUs expire upon conversion and payment in Company common stock as described (Footnote F2).
• Remarks: This award is 1/3 of a total grant that includes Performance-Based RSUs; performance units will be reported when settled.

Context
This was a compensation grant (RSUs), not an open-market purchase or sale. RSUs convert to shares only as they vest, so they do not represent immediately tradable stock. Investors typically view such awards as routine executive compensation rather than a direct buy/sell signal; the performance-based portion will be reportable later when it vests or is settled.