Form 4: Graphic Packaging Executive Receives RSU Grant

Graphic Packaging Holding Co. EVP, Paperboard Manufacturing Scott LeBeau was granted 17,191 service-based restricted stock units.

Summary

• Scott LeBeau, Executive Vice President of Paperboard Manufacturing at Graphic Packaging Holding Co. (GPK), was granted 17,191 Service-Based Restricted Stock Units (RSUs).
• The transaction date for this grant was February 25, 2026.
• These RSUs vest and become payable in three substantially equal tranches on the first, second, and third anniversaries of the grant date.
• The vesting schedule is subject to certain conditions, including death, disability, retirement, involuntary termination, or a change in control.
• The Service-Based Restricted Stock Units expire upon their conversion and payment into shares of the Company's Common Stock.
• This grant represents one-third of a total grant, which also includes Performance-Based Restricted Stock Units that will be reported upon settlement.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event, reflecting standard executive compensation practices aimed at aligning management incentives with shareholder interests and promoting executive retention.

Positives

• The grant of Service-Based Restricted Stock Units aligns the executive's interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.
• This type of equity compensation serves as a retention tool, incentivizing the executive to remain with the company through the vesting period.

Negatives

• The issuance of new shares upon vesting of RSUs can lead to minor dilution for existing shareholders, though the amount in this specific grant is relatively small.

Future Outlook

The vesting schedule for the Service-Based Restricted Stock Units indicates a future commitment from the executive to the company, with tranches becoming payable on the first, second, and third anniversaries of the grant date. Additional Performance-Based Restricted Stock Units are expected to be reported upon their settlement.

Industry Context

StockSavvy.ai notes that the grant of Service-Based Restricted Stock Units to an executive is a common practice in the packaging and manufacturing industry, used to attract, retain, and motivate key personnel by aligning their long-term financial interests with the company's performance and shareholder value creation. This type of compensation is a standard component of executive remuneration packages across various sectors.

Comparison to Industry Standards

• The use of Service-Based Restricted Stock Units (RSUs) as a component of executive compensation is a widely adopted practice across industries, including packaging and materials companies like International Paper, WestRock, and Packaging Corporation of America. These companies frequently utilize RSUs to incentivize long-term performance and executive retention.
• The vesting schedule of three substantially equal tranches over three years is a common structure for RSU grants, providing a sustained incentive for executives to contribute to the company's success over a multi-year horizon, consistent with practices observed at peers.

Stakeholder Impact

• Shareholders: The grant aligns the executive's long-term interests with shareholder value creation, potentially leading to improved performance. However, it also entails minor potential dilution upon vesting.
• Employees: This transaction is specific to an executive and does not directly impact the broader employee base, though it reflects the company's executive compensation strategy.

Next Steps

• The Service-Based Restricted Stock Units will vest in three substantially equal tranches on the first, second, and third anniversaries of the February 25, 2026 grant date.
• Performance-Based Restricted Stock Units, which are part of the total grant, will be reported upon their settlement.

Key Dates

Keywords

Graphic Packaging Holding Co., GPK, Scott LeBeau, Restricted Stock Units, RSU Grant, Executive Compensation, Insider Transaction, SEC Form 4, Equity Compensation