Form 4: GPK Executive Joseph Yost Awarded 132,014 RSUs

Graphic Packaging Holding Co. executive Joseph P. Yost received an award of 132,014 service-based restricted stock units.

Summary

• Joseph P. Yost, EVP & President, Americas of Graphic Packaging Holding Co. (GPK), was granted 132,014 service-based Restricted Stock Units (RSUs).
• The transaction date for this award was January 2, 2026.
• These RSUs have a conversion or exercise price of $0.00 and were acquired at a price of $0.
• The RSUs are scheduled to vest and become payable on January 2, 2027, contingent on continued service.
• Exceptions to the vesting schedule include death, disability, retirement, involuntary termination, or termination for good reason.
• Upon conversion and payout into shares of the Company's Common Stock, the Service-Based Restricted Stock Units will expire.
• Following this transaction, Joseph P. Yost beneficially owns 132,014 derivative securities (RSUs).

Sentiment

Score: 6

Explanation: The filing reports a routine executive compensation award, which is generally a neutral to slightly positive event as it aligns management incentives with shareholder interests, without indicating any immediate operational or financial changes.

Positives

• The grant of Restricted Stock Units aligns the executive's long-term interests with those of the shareholders, as the value of the award is tied to the company's stock performance.
• This compensation structure incentivizes the executive to remain with the company and contribute to its sustained growth and profitability.

Negatives

• The future conversion of these RSUs into common stock will result in a minor dilution of existing shares, though this is a standard aspect of equity compensation plans.

Risks

• The RSUs are service-based, meaning they may be forfeited if the executive's employment terminates before the vesting date, unless specific conditions (death, disability, retirement, involuntary termination, or termination for good reason) are met.
• The ultimate value of the award to the executive is dependent on the market price of Graphic Packaging Holding Co. common stock on the vesting date, introducing market price risk.

Future Outlook

The RSU grant indicates a continued commitment to retaining key executives and aligning their incentives with long-term shareholder value creation, with vesting scheduled for January 2, 2027.

Industry Context

The grant of service-based restricted stock units is a common and widely accepted practice in executive compensation across various industries, including the packaging sector, to attract, retain, and motivate key management personnel by linking their compensation to company performance and tenure.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a component of executive compensation is a standard practice across many industries, including packaging and manufacturing, aligning executive interests with long-term shareholder value.
• The vesting schedule tied to continued service is typical for such awards, promoting executive retention.
• Specific comparable companies, projects, or results are not detailed within this filing.

Stakeholder Impact

• Shareholders: Potential minor dilution upon vesting of RSUs, but also benefit from aligned executive incentives for long-term company performance.
• Executive (Joseph P. Yost): Receives a significant equity award, providing a strong incentive for continued service and contribution to company value.

Next Steps

• The Service-Based Restricted Stock Units are scheduled to vest and become payable on January 2, 2027, converting into shares of Graphic Packaging Holding Co. Common Stock.

Key Dates

Keywords

Graphic Packaging Holding Co., GPK, Restricted Stock Units, RSUs, Executive Compensation, Insider Transaction, Joseph P. Yost, Equity Award, SEC Form 4