STOCK INCENTIVE PLANS

3 Months Ended

Mar. 31, 2025

Share-Based Payment Arrangement [Abstract]

The Company has one active equity compensation plan from which new grants may be made, the Graphic Packaging Holding Company 2024 Omnibus Incentive Compensation Plan (the “2024 Plan”). Prior to the approval of the 2024 Plan and the expiration of the 2014 Plan, the Company made all new grants under the 2014 Plan. The 2024 Plan and 2014 Plan allow for granting shares of stock, options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), restricted stock awards (“RSAs”), and other types of stock-based and cash awards. Awards under the 2024 Plan and 2014 Plan vest and expire in accordance with terms established at the time of grant. Shares issued pursuant to awards under the 2024 Plan and 2014 Plan are from GPHC’s authorized but unissued shares. Compensation costs are recognized on a straight-line basis over the requisite service period of the award and are adjusted for actual performance for performance-based awards. As of March 31, 2025, there were 9.7 million shares remaining available for grant under the 2024 Plan.

Stock Awards, Restricted Stock and Restricted Stock Units

Under the 2024 and 2014 Plans and related RSU grant agreements, RSUs granted to employees generally vest and become payable in one to three years from the date of grant. RSUs granted to employees generally contain some combination of service and performance objectives based on various financial targets that must be met for the RSUs to vest, and a relative total shareholder return modifier. The 2022 and 2023 award agreements contain vesting provisions that allow retiring employees to vest on a daily pro-rata basis from the date of grant through their retirement date. In the 2024 and 2025 grant agreements, the vesting provisions were changed to allow retiring employees to vest in full upon an eligible retirement. This change required the Company to accelerate the recognition of the compensation expense for the 2024 and 2025 grants for active retirement-eligible employees. Retirement eligibility is dependent upon meeting certain age and/or years of service and notice requirements.

RSUs granted as deferred compensation for non-employee directors are fully vested but not payable until the distribution date elected by the director. RSAs issued to non-employee directors as part of their compensation for service on the Board are unrestricted on the grant date.

Data concerning RSUs and RSAs granted in the first three months of 2025 is as follows:


		Weighted Average Grant Date Fair Value Per Share
RSUs - Employees and Non-Employee Directors	1,439,083	$	26.67

During the three months ended March 31, 2025, $4 million was credited to compensation expense for stock incentive plans due to performance adjustments for performance-based awards. This $4 million is included in Business Combinations, Exit Activities and Other Special Items, Net, in the Condensed Consolidated Statements of Operations as it relates to the accelerated portion of the 2024 grant, which had been expensed to Business Combinations, Exit Activities and Other Special Items, Net in 2024. The amount charged to Selling, General and Administrative expenses in 2025 was not significant due to performance adjustments offsetting other expenses.

During the three months ended March 31, 2024, $22 million was charged to compensation expense for stock incentive plans. $20 million of the expense is included in Selling, General and Administrative expenses and $2 million is in Business Combinations, Exit Activities and Other Special Items, Net in the Condensed Consolidated Statements of Operations, which represents the incremental expense related to change of vesting provisions in the 2024 grants.

During the three months ended March 31, 2025 and 2024, 1.6 million and 1.2 million shares, respectively, were issued. The shares issued were primarily related to RSUs granted to employees during 2022 and 2021