Graphic Packaging Hldg Co SEC Filings

FMR LLC filed Amendment No. 2 to Schedule 13G reporting a passive stake in Graphic Packaging Holding Company (GPK). The filing shows beneficial ownership of 10,670,822.23 shares of common stock, representing 3.6% of the class as of the event date.

FMR reports sole voting power over 10,613,707 shares and sole dispositive power over 10,670,822.23 shares, with no shared voting or dispositive power. Abigail P. Johnson is also listed as a reporting person with the same aggregate beneficial ownership. The certification states the securities were acquired and are held in the ordinary course of business and not to change or influence control.

Graphic Packaging Holding Company reported lower results for Q3 2025. Net sales were $2,190 million versus $2,216 million a year ago, and income from operations was $234 million versus $278 million. Net income was $142 million (diluted EPS $0.48) compared with $165 million ($0.55). Comprehensive income was $139 million, down from $217 million, as currency translation swung to a small loss.

Year-to-date, net sales were $6,514 million versus $6,712 million, with net income of $373 million ($1.24 diluted EPS) versus $520 million ($1.70). Operating cash flow was $320 million, and capital spending reached $808 million, reflecting investments including the new Waco, Texas paperboard facility and related network changes. The company repurchased $150 million of stock (6.8 million shares at an average $22.17) and paid three quarterly dividends of $0.11 per share. Cash was $120 million and total debt (including current) was $5,920 million; long-term debt (excluding current) was $5,472 million. In May, the company issued $100 million of 5.00% tax-exempt Green Bonds maturing in 2030 to help fund Waco. The company recorded $22 million of Q3 charges in exit and special items tied to facility closures and start-up costs.

Graphic Packaging Holding Company furnished an 8-K announcing it issued a press release reporting third quarter 2025 results. The press release is included as Exhibit 99.1 and incorporated by reference.

The company states the information under Item 2.02 and Exhibit 99.1 is being furnished, not filed, pursuant to General Instruction B.2.

Graphic Packaging Holding Company disclosed that subsidiary GPIL entered into an Incremental Facility Amendment establishing a delayed draw incremental term loan facility of up to $400.0 million. GPIL may draw the loan in a single borrowing between March 15, 2026 and April 15, 2026, with maturity on June 30, 2027. The facility is secured by a first‑priority lien on substantially all personal property assets of GPIL and certain guarantors.

Interest will float at SOFR plus 1.00%–1.75% or Base Rate plus 0.00%–0.75%, based on a leverage‑linked pricing grid, and an undrawn commitment fee of 0.10%–0.25% per year applies before funding. The stated use of proceeds is to repay in full GPIL’s 1.512% Senior Secured Notes due 2026 and related transaction costs. This amendment adds committed refinancing capacity ahead of the notes’ 2026 maturity.

Joseph P. Yost, EVP & President, Americas at Graphic Packaging Holding Co. (GPK), reported the sale of 30,000 shares of the company's common stock executed as multiple trades at prices ranging from $22.69 to $22.775, with a weighted average sale price of $22.72. After these dispositions the reporting person beneficially owns 255,203 shares, reported as direct ownership.

The filing documents a routine insider disposition executed through several separate trades and includes an offer to provide the breakdown of shares sold at each price upon request. No derivative transactions or changes to indirect ownership are reported in this filing.

Graphic Packaging Holding Company filed a Form 144 notifying a proposed sale of 30,000 common shares through Fidelity Brokerage Services with an aggregate market value of $681,543.58. The sale is slated for approximately 08/25/2025 on the NYSE. The filer reports total shares outstanding of 296,248,717. The 30,000 shares consist of restricted stock that vested as compensation in three tranches: 9,212 shares on 02/18/2022, 7,953 shares on 11/29/2024, and 12,835 shares on 02/21/2025. The filer reports no securities sold in the past three months and attests to lack of undisclosed material adverse information.

Fuller & Thaler Asset Management, Inc. filed a Schedule 13G/A reporting beneficial ownership of 18,019,461.61 shares of Graphic Packaging Holding Co common stock, representing 5.97% of the class. The filer reports 17,764,578.61 shares with sole voting power and 18,019,461.61 shares with sole dispositive power. The statement identifies Fuller & Thaler as an investment adviser acting for clients who retain the right to dividends or sale proceeds. The filing lists the issuer address and the filer’s San Mateo address. The document shows a report date of 06/30/2025 and a signature dated 08/14/2005, both as presented in the filing.