GRAPHIC PACKAGING HOLDING CO SEC Filings

Graphic Packaging Holding Company reported softer second quarter 2026 results. Net Sales were $2,188 million, down slightly from $2,204 million a year earlier. Net Income fell to $24 million, or $0.08 per diluted share, from $104 million, driven by commodity and operating cost inflation, lower price and volume/mix, and unfavorable foreign exchange.

Adjusted EBITDA declined to $247 million from $336 million, and Adjusted EBITDA margin compressed to 11.3% from 15.3%. For the first six months of 2026 the company recorded a net loss of $19 million versus net income of $231 million in the prior-year period, while Net Debt was $5,483 million and the Net Leverage Ratio rose to 4.7x.

Management expects 2026 Net Sales at the high end of $8.4 billion to $8.6 billion, but now anticipates Adjusted EBITDA at the low end of its $1.05 billion to $1.25 billion range amid expected full-year inflation of $150 million. Structural cost actions are projected to deliver about $85 million of in-year savings. 2026 guidance includes Adjusted EPS of $0.65 to $0.90, Adjusted Cash Flow of $600 million to $700 million, and capital spending below $450 million.

Graphic Packaging Holding Company reported that SVP and CIO Nikhil Narvekar received a grant of 22,066 Service-Based Restricted Stock Units on July 29, 2026. These units vest in three substantially equal annual tranches over three years and settle in common stock, with different treatment in cases of death, disability, retirement, involuntary termination or termination after a change in control. The RSUs expire when they convert and are paid in shares of common stock.

Graphic Packaging Holding Company reported that Charles D. Lischer, SVP, CAO and Interim CFO, received a grant of 44,131 Service-Based Restricted Stock Units. The units, representing the right to receive an equal number of common shares, were awarded at $0.00 per unit, are scheduled to convert into stock on July 29, 2027, and will expire upon conversion and payout, leaving him with 44,131 RSUs held directly.

Fallan Scott reported acquisition or exercise transactions in this Form 4 filing.

Graphic Packaging Holding Company executive Scott Fallan, SVP & President, International, reported an award of 44,131 Service-Based Restricted Stock Units tied to Common Stock. The units were granted at $0.00 per unit as equity compensation, bringing his directly held RSUs to 44,131.

The RSUs vest and become payable in shares of Common Stock in three substantially equal tranches on the first, second and third anniversaries of the grant date, with different treatment in cases of death, disability, retirement, involuntary termination or termination after a change in control.

Vanguard Portfolio Management filed an amended Schedule 13G reporting beneficial ownership of 14,750,230 shares of Graphic Packaging Holding Company common stock, representing 4.98% of the class as of June 30, 2026. Vanguard reports sole voting power over 311,640 shares and sole dispositive power over all 14,750,230 shares, with no shared voting or dispositive power.

The filing explains that this ownership reflects securities beneficially owned or deemed beneficially owned by Vanguard Portfolio Management LLC and certain affiliated entities, including Vanguard Fiduciary Trust Company and Vanguard Global Advisers, LLC, primarily on behalf of Vanguard funds and other client accounts. No other individual person is reported to have an interest in more than 5% of these securities.

Graphic Packaging Holding Company executive Elizabeth Spence, EVP of Human Resources, is identified as the reporting person in this ownership report. The summarized data shows no buy, sell, gift, tax-withholding, or option exercise transactions and no listed derivative positions for this filing.

Graphic Packaging Holding Company executive Daniel S. Fishbein received two grants of service-based restricted stock units (RSUs) tied to the company’s common stock. One grant covers 188,502 RSUs, representing one-third of a larger award that also includes performance-based RSUs reportable upon settlement.

These 188,502 service-based RSUs vest and become payable in three substantially equal tranches on the first, second and third anniversaries of the grant date, subject to exceptions for events such as death, disability, retirement, involuntary termination or termination after a change in control. A separate grant of 40,214 service-based RSUs vests in substantially equal tranches on the first and second anniversaries of the grant date under similar conditions.

The RSUs have no exercise price and will be settled in shares of common stock upon vesting, reflecting compensation-related equity awards rather than open-market purchases.

Graphic Packaging Holding Company reported that stockholders approved changes to its charter and bylaws at the 2026 annual meeting. The amendments will declassify the Board of Directors over three years, moving to annual elections for all directors beginning with the 2029 annual meeting.

The charter was also amended to allow one or more stockholders holding 25% of common stock to call a special meeting, along with other ministerial updates. Corresponding bylaw changes were adopted, and 265,524,893 of 295,884,287 outstanding shares were represented in person or by proxy at the meeting.

Graphic Packaging Holding Company announced that Philip R. Martens retired as a member and Chairman of its Board of Directors, effective June 11, 2026, following the Annual Meeting of Stockholders. Larry M. Venturelli, a director since 2016, was elected Chairman of the Board on the same date.

The company highlights Mr. Martens’ contributions during a period of significant growth and notes Mr. Venturelli’s prior roles on key board committees and his experience as Executive Vice President and Chief Financial Officer of Whirlpool Corporation. The changes reflect a planned leadership transition at the board level while maintaining continuity.