STOCK TITAN

Graphic Packaging Q3 2026 net income falls to $22M

Commodity and operating cost inflation and unfavorable pricing weighed on quarterly EBITDA as management reaffirmed its 2026 cash-flow range.

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Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

Graphic Packaging Holding Company (GPK) reported third-quarter 2026 net sales of $2,192 million, compared with $2,190 million a year earlier; volume/mix rose 1%, while price declined 1%. Net income was $22 million, versus $142 million, and Adjusted EBITDA was $289 million, versus $383 million. Adjusted EBITDA margin was 13.2%, compared with 17.5%.

Adjusted EBITDA declined $94 million, reflecting higher commodity and operating cost inflation and unfavorable pricing, partly offset by positive Net Performance and foreign exchange. For the first nine months, Net Cash Provided by Operating Activities was $295 million, while Adjusted Cash Flow was $314 million, an increase of $646 million year over year. Net debt was $5,183 million, and the Net Leverage Ratio was 4.8x, compared with 3.8x at year-end 2025.

For full-year 2026, the company expects approximately $8.6 billion in Net Sales, $1.05 billion in Adjusted EBITDA and $0.65 in Adjusted EPS. It reaffirmed Adjusted Cash Flow of $600 million to $700 million, up from $169 million in 2025.

1 point · 0 major

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It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 3 points

How the balance works

Positive

  • Moderate pointAdjusted Cash Flow reached $314 million, increasing $646 million year over year.

Negative

  • Moderate pointAdjusted EBITDA declined $94 million year over year to $289 million. 3.4% of market cap
  • Moderate pointNet income fell to $22 million from $142 million year over year.
  • Moderate pointNine-month operating cash flow was $295 million, versus $320 million in 2025.

Filing Explained

At September 30, 2026, net debt was $5,183 million, down $148 million from year-end, even as net leverage rose to 4.8x from 3.8x; the filing defines leverage as net debt divided by adjusted EBITDA.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Net Sales $2,192 million Third quarter 2026; $2,190 million in third quarter 2025
Net Income $22 million Third quarter 2026; $142 million in third quarter 2025
Adjusted EBITDA $289 million Third quarter 2026; $383 million in third quarter 2025
Adjusted EBITDA Margin 13.2% Third quarter 2026; 17.5% in third quarter 2025
Adjusted Cash Flow $314 million Nine months ended September 30, 2026; increased $646 million year over year
2026 Adjusted Cash Flow Guidance $600 million to $700 million Full-year 2026 expectation; $169 million in 2025
Net Debt $5,183 million Third quarter 2026; $5,331 million in fourth quarter 2025
Net Leverage Ratio 4.8x Third quarter 2026; 3.8x in fourth quarter 2025
Adjusted EBITDA Margin financial
"Adjusted EBITDA Margin (Adjusted EBITDA/Net Sales)"
Adjusted EBITDA margin shows how much profit a company makes from its core operations, expressed as a percentage of its total revenue, after removing certain one-time or unusual expenses and income. It helps investors understand the company's true earning ability from regular business activities, making it easier to compare performance over time or with other companies. Think of it as measuring the efficiency of a business in turning sales into profits, excluding irregular adjustments.
Net Leverage Ratio financial
"Net Leverage Ratio (Net Debt/Adjusted EBITDA)"
The net leverage ratio measures how much debt a company has compared to its available assets or earnings, after accounting for its cash and liquid assets. It helps investors understand how heavily a company relies on borrowed money to finance its operations and growth. A higher ratio indicates greater financial risk, while a lower ratio suggests a more cautious approach to borrowing.
Adjusted Cash Flow financial
"Adjusted Net Cash Provided by Operating Activities, Adjusted Cash Flow"
Adjusted cash flow is a company’s reported cash movement that has been cleaned up by removing one-time, irregular or noncash items so investors can see the business’s ongoing ability to generate cash. Think of it like sorting a household budget by excluding a one-off tax rebate or a large gift to reveal regular income and spending; investors use it to judge sustainable cash generation and compare performance across periods or companies.
Innovation Sales Growth financial
"We define Innovation Sales Growth as incremental sales"
Net Performance financial
"We define Net Performance as the impact of cost and productivity initiatives"
Net Sales $2,192 million Compared with $2,190 million in third quarter 2025
Net Income $22 million Compared with $142 million in third quarter 2025
Adjusted EBITDA $289 million Down $94 million from third quarter 2025
Adjusted EBITDA Margin 13.2% Compared with 17.5% in third quarter 2025
Guidance

For full-year 2026, approximately $8.6 billion in Net Sales, $1.05 billion in Adjusted EBITDA and $0.65 in Adjusted EPS; Adjusted Cash Flow of $600 million to $700 million; capital spending below $450 million.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were GPK’s third-quarter 2026 sales and earnings?

Net sales were $2,192 million and net income was $22 million; Adjusted EBITDA was $289 million. Third-quarter 2025 comparisons were $2,190 million, $142 million and $383 million, respectively.

What drove GPK’s third-quarter Adjusted EBITDA decline?

The $94 million decline reflected $83 million of increased commodity input and operating cost inflation, $15 million of unfavorable price impact and $3 million of lower volume/mix. Positive Net Performance of $2 million and favorable foreign exchange of $5 million partly offset those items.

How much does GPK expect to spend on capital in 2026?

The company expects 2026 capital spending below $450 million.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001408075false00014080752026-11-032026-11-03


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest
event reported): November 3, 2026
GRAPHIC PACKAGING HOLDING COMPANY
(Exact name of registrant as specified in its charter)

Delaware001-3398826-0405422
(State or other jurisdiction
of incorporation)
 (Commission File Number) (I.R.S. Employer
        Identification No.)
1500 Riveredge Parkway, Suite 100
Atlanta, Georgia 30328
(Address of principal executive offices)

(770) 240-7200
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading
Symbol
Name of Each Exchange
on Which Registered
Common Stock, $0.01 par value per shareGPKNew York Stock Exchange

☐ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐  If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 






Item 2.02. Results of Operations and Financial Condition

On November 3, 2026, Graphic Packaging Holding Company issued a press release reporting its third quarter 2026 results. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

As provided in General Instruction B.2 of Form 8-K, the information in this Item 2.02 and Exhibit 99.1 of this Form 8-K are being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 9.01. Financial Statements and Exhibits

Exhibits

Exhibit Number Description
99.1
Press release dated November 3, 2026 reporting third quarter 2026 results
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GRAPHIC PACKAGING HOLDING COMPANY
(Registrant)
Date: November 3, 2026
By: /s/ Daniel S. Fishbein
Daniel S. Fishbein
Executive Vice President, General Counsel and Secretary
                                


Graphic Packaging Holding Company Reports Third Quarter 2026 Financial Results


•Net Sales of $2,192 million were slightly higher year-over-year, with volumes up 1%.
•Net Income of $22 million; Adjusted EBITDA of $289 million, with Adjusted EBITDA margin expanding sequentially for the second consecutive quarter.
•Year-to-date September 2026 Net Cash Provided by Operating Activities of $295 million; Adjusted Cash Flow of $314 million increased $646 million from the first nine months of 2025 with significant contribution in Q3, enabling debt reduction from year-end 2025.
•Full-year 2026 expectations for Net Sales, Adjusted EBITDA and Adjusted EPS of approximately $8.6 billion, $1.05 billion, and $0.65, respectively. Reaffirming full-year 2026 Adjusted Cash Flow of $600 to $700 million, an increase from $169 million in 2025.

ATLANTA, November 3, 2026 - Graphic Packaging Holding Company (NYSE: GPK) ("Graphic Packaging" or the "Company"), a global leader in sustainable consumer packaging, today reported third quarter 2026 results.

Net Sales in third quarter 2026 were $2,192 million, versus $2,190 million in third quarter 2025. Net Income was $22 million, or $0.07 per diluted share, versus Net Income of $142 million, or $0.48 per diluted share in third quarter 2025. Third quarter 2026 and 2025 Net Income were impacted by net charges from non-recurring and special items and amortization of purchased intangibles of $45 million and $30 million, respectively. Excluding non-recurring and special items and amortization of purchased intangibles, Adjusted Net Income for the third quarter of 2026 was $67 million, or $0.23 per diluted share, and $172 million, or $0.58 per diluted share in third quarter 2025.

President and CEO Robbert Rietbroek commented, “In the third quarter, we demonstrated progress on our near-term strategic priorities. We drove year-over-year revenue and volume growth and for the second consecutive quarter, expanded Adjusted EBITDA margin sequentially. Our strong relative performance despite elevated inflation reflects the resilience of our business and the benefits of our structural cost reduction and productivity initiatives. Importantly, these actions have created positive operating leverage and better position us to capture benefits from our commercial excellence initiatives and price improvements in the fourth quarter and into 2027. Our decisive actions to enhance and optimize the business this year support continued margin improvement, strong cash flow generation, and a return to EBITDA growth next year."

“Since the beginning of the year, we have strengthened our leadership team, sharpened our focus on commercial and operational excellence and delivered structural cost reductions and productivity improvements. I am proud of what our team has accomplished in a short period of time and the alignment we are creating between our strategy, investments and the most attractive market opportunities. We remain focused on delivering profitable growth, generating sustained cash flow and creating long-term value for shareholders.”

Financial and Operating Results

Net Sales

Third quarter 2026 Net Sales increased to $2,192 million, versus $2,190 million in the same quarter last year. The $2 million increase in Net Sales was driven by a 1% increase, or $19 million, in volume/mix, partially offset by a 1% decrease, or $15 million, of price and $2 million of unfavorable foreign exchange/other impact. Innovation Sales Growth in the second quarter was $42 million.

EBITDA

Third quarter 2026 EBITDA decreased 30% to $254 million from $361 million in the same quarter last year. Excluding the impact of business combinations and other non-recurring and special items, Adjusted EBITDA was $289 million versus $383 million in the same quarter last year. The $94 million decline in Adjusted EBITDA was driven by $83 million of increased commodity input and operating cost inflation, $15 million of unfavorable price impact, $3 million of lower volume/mix, partially offset by positive $2 million of Net Performance and $5 million of favorable foreign exchange. Third quarter Adjusted EBITDA Margin was 13.2% in 2026, down from 17.5% in the third quarter of 2025.

Other Results

Total Debt (Long-Term, Short-Term and Current Portion) was $5,520 million in third quarter 2026 compared to $5,592 million in fourth quarter 2025 and $5,688 million in second quarter 2026. Net Debt (Total Debt less Cash and Cash Equivalents) was $5,183 million in third quarter 2026, a decline of $148 million and $300 million, as compared to $5,331 million in fourth quarter 2025 and $5,483 million in second quarter 2026. The Company's third quarter 2026 Net Leverage Ratio was 4.8x compared to 3.8x in fourth quarter 2025.

Capital expenditures in third quarter 2026 were $64 million, versus $267 million in the same quarter last year.

The Company returned approximately $98 million to stockholders during the first nine months of 2026 through regular dividends.

2026 Annual Guidance


1


The Company expects 2026 Net Sales, Adjusted EBITDA, and Adjusted EPS of approximately $8.6 billion, $1.05 billion, and $0.65, respectively.

The Company continues to expect 2026 Adjusted Cash Flow in the range of $600 million to $700 million, and 2026 capital spending below $450 million.

Innovation Sales Growth, Net Performance, and Non-GAAP Reconciliations

We define Innovation Sales Growth as incremental sales of a product that delivers a significant change in materials used, package functionality or design to a new or existing customer. We define Net Performance as the impact of cost and productivity initiatives, production efficiencies and/or disruptions and other operating impacts. A tabular reconciliation of EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted EPS, Adjusted Net Cash Used in Operating Activities, Adjusted Cash Flow, Net Debt and Net Leverage is attached to this release.

Earnings Call

The Company will host a conference call at 10:00 a.m. ET today (November 3, 2026) to discuss the results of third quarter 2026. The conference call will be webcast and can be accessed from the Investors website at https://investors.graphicpkg.com. Participants may also listen via telephone by using the following dial-in numbers:

Toll-Free: 888-506-0062
International: 973-528-0011
Participant Access Code: 657910

Investors: Investor.Relations@graphicpkg.com
Media: Comms@graphicpkg.com

Forward Looking Statements

Any statements of the Company's expectations in this press release, including but not limited to benefits resulting from structural cost reduction and productivity initiatives in 2026, 2026 Net Sales, Adjusted EBITDA and Adjusted Earnings per Diluted Share, full-year Adjusted Cash Flow and capital spending guidance, and pricing improvement in the fourth quarter of 2026 and into 2027 constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on currently available information and are subject to various risks and uncertainties that could cause actual results to differ materially from the Company's present expectations. These risks and uncertainties include, but are not limited to, inflation of and volatility in raw material and energy costs, continuing pressure for lower cost products, the Company's ability to implement its business strategies, including productivity initiatives, cost reduction plans, as well as the Company's debt level, currency movements and other risks of conducting business internationally, the impact of regulatory and litigation matters, including the continued availability of the Company's U.S. federal income tax attributes to offset U.S. federal income taxes and the timing related to the Company's future U.S. federal income tax payments. Undue reliance should not be placed on such forward-looking statements, as such statements speak only as of the date on which they are made and the Company undertakes no obligation to update such statements, except as may be required by law. Additional information regarding these and other risks is contained in the Company's periodic filings with the Securities and Exchange Commission.

About Graphic Packaging Holding Company

Graphic Packaging Holding Company (NYSE: GPK), headquartered in Atlanta, Georgia, designs and produces consumer packaging made primarily from renewable or recycled materials. An industry leader in innovation, the Company is committed to reducing the environmental footprint of consumer packaging. Graphic Packaging operates a global network of design and manufacturing facilities serving the world's most widely recognized brands in food, beverage, foodservice, household, and other consumer products. Learn more at www.graphicpkg.com.



2



Graphic Packaging Holding Company
Consolidated Statements of Operations
(Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
In millions, except per share amounts2026202520262025
Net Sales$2,192 $2,190 $6,536 $6,514 
Cost of Sales1,885 1,756 5,631 5,215 
Selling, General and Administrative162 163 544 563 
Other Expense, Net16 15 41 41 
Business Combinations, Exit Activities and Other Special Items, Net
28 22 105 47 
Income from Operations101 234 215 648 
Nonoperating Pension and Postretirement Benefit Expense— — (1)(1)
Interest Expense, Net(69)(53)(201)(157)
Income before Income Taxes and Equity Income of Unconsolidated Entity
32 181 13 490 
Income Tax Expense(11)(40)(11)(118)
Income before Equity Income of Unconsolidated Entity21 141 2 372 
Equity Income of Unconsolidated Entity1 1 1 1 
Net Income$22 $142 $3 $373 
Net Income Per Share - Basic$0.07 $0.48 $0.01 $1.24 
Net Income Per Share - Diluted$0.07 $0.48 $0.01 $1.24 
Weighted Average Number of Shares Outstanding - Basic296.7 297.1 296.7 300.2 
Weighted Average Number of Shares Outstanding - Diluted297.0 297.6 297.0 300.8 




3


Graphic Packaging Holding Company
Condensed Consolidated Balance Sheets
(Unaudited)

In millions, except share and per share amountsSeptember 30, 2026December 31, 2025
Assets
Current Assets:
Cash and Cash Equivalents$337 $261 
Receivables, Net794 760 
Inventories, Net1,693 1,766 
Assets Held for Sale 6 10 
Other Current Assets156 126 
Total Current Assets2,986 2,923 
Property, Plant and Equipment, Net5,437 5,669 
Goodwill2,039 2,065 
Intangible Assets, Net606 670 
Other Assets406 448 
Total Assets$11,474 $11,775 
Liabilities
Current Liabilities:
Short-Term Debt and Current Portion of Long-Term Debt
$854 $549 
Accounts Payable976 1,027 
Other Accrued Liabilities676 668 
Total Current Liabilities2,506 2,244 
Long-Term Debt4,645 5,022 
Deferred Income Tax Liabilities680 688 
Other Noncurrent Liabilities436 484 
Shareholders' Equity
Preferred Stock, par value $0.01 per share; 100,000,000 shares authorized; no shares issued or outstanding
— — 
Common Stock, par value $0.01 per share; 1,000,000,000 shares authorized; 296,078,002 and 295,128,049 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively
3 3 
Capital in Excess of Par Value1,998 1,981 
Retained Earnings1,519 1,614 
Accumulated Other Comprehensive Loss(314)(262)
Total Graphic Packaging Holding Company Shareholders' Equity3,206 3,336 
Noncontrolling Interest1 1 
Total Equity3,207 3,337 
Total Liabilities and Shareholders' Equity$11,474 $11,775 
    

4


Graphic Packaging Holding Company
Condensed Consolidated Statements of Cash Flows
(Unaudited)

Nine Months Ended September 30,
In millions20262025
Cash Flows from Operating Activities:
Net Income$3 $373 
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation and Amortization436 387 
Amortization of Deferred Debt Issuance Costs5 4 
Deferred Income Taxes(8)91 
Amount of Postretirement Expense Less Than Funding(3)(5)
Share-Based Compensation Expense, Net22 — 
Asset Impairment Charges69 — 
Other, Net2 (10)
Changes in Operating Assets and Liabilities(231)(520)
Net Cash Provided by Operating Activities295 320 
Cash Flows from Investing Activities:
Capital Spending(287)(808)
Acquisition of Businesses— (29)
Proceeds from the Sale of Business and Properties, Net of Cash and Cash Equivalents Sold8 15 
Beneficial Interest on Sold Receivables445 170 
Beneficial Interest Obtained in Exchange for Proceeds(218)(79)
Other, Net4 (5)
Net Cash Used in Investing Activities(48)(736)
Cash Flows from Financing Activities:
Repurchase of Common Stock— (150)
Retirement of Long-Term Debt(400)— 
Payments on Debt(14)(9)
Proceeds from Issuance of Debt662 99 
Borrowings under Revolving Credit Facilities2,460 2,824 
Payments on Revolving Credit Facilities(2,752)(2,261)
Repurchase of Common Stock related to Share-Based Payments(5)(34)
Debt Issuance Costs(6)(1)
Dividends Paid(98)(96)
Other, Net(15)(6)
Net Cash (Used in) Provided by Financing Activities(168)366 
Increase (Decrease) in Cash and Cash Equivalents79 (50)
Effect of Exchange Rate Changes on Cash(3)13 
Net Increase (Decrease) in Cash and Cash Equivalents76 (37)
Cash and Cash Equivalents at Beginning of Period261 157 
Cash and Cash Equivalents at End of Period$337 $120 


5


Graphic Packaging Holding Company
Reconciliation of Non-GAAP Financial Measures

The tables below set forth the calculation of the Company's earnings before interest expense, income tax expense, depreciation and amortization, including pension amortization ("EBITDA"), Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Earnings Per Share, Adjusted Net Cash Provided by Operating Activities, Adjusted Cash Flow, Net Leverage Ratio, and Total Net Debt. Adjusted EBITDA and Adjusted Net Income exclude charges associated with: the Company's business combinations, facility shutdowns, certain extended mill outages, sales of assets, non-recurring and other special items. The Company's management believes that the presentation of EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings Per Share, Adjusted Net Cash Provided by Operating Activities, Adjusted Cash Flow, and Net Leverage Ratio provides useful information to investors because these measures are regularly used by management in assessing the Company's performance. EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings Per Share, Adjusted Net Cash Provided by Operating Activities, Adjusted Cash Flow, and Net Leverage Ratio are financial measures not calculated in accordance with generally accepted accounting principles in the United States ("GAAP"), and are not measures of net income, operating income, operating performance, liquidity or net sales presented in accordance with GAAP. The Company's guidance for 2026 Net Sales, Adjusted EBITDA, Adjusted Earnings per Share, and Adjusted Cash Flow are non-GAAP financial measures. The Company is unable to present a quantitative reconciliation of these forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures (Net Income, Net Income per Share, and Net Cash Provided by Operating Activities, respectively) because the information necessary to prepare such a reconciliation is not available without unreasonable efforts.

EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings Per Share, Adjusted Net Cash Provided by Operating Activities, Adjusted Cash Flow, and Net Leverage Ratio should be considered in addition to results prepared in accordance with GAAP, but should not be considered substitutes for or superior to GAAP results. In addition, our EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings Per Share, Adjusted Net Cash Provided by Operating Activities, Adjusted Cash Flow, and Net Leverage Ratio may not be comparable to Adjusted EBITDA or similarly titled measures utilized by other companies since such other companies may not calculate such measures in the same manner as we do.

Three Months Ended September 30,Nine Months Ended September 30,
In millions, except per share amounts2026202520262025
Net Income$22 $142 $3 $373 
Add (Subtract):
Income Tax Expense11 40 11 118 
Equity Income of Unconsolidated Entity(1)(1)(1)(1)
Interest Expense, Net69 53 201 157 
Depreciation and Amortization153 127 439 390 
EBITDA254 361 653 1,037 
Charges Associated with Business Combinations, Exit Activities and Other Special Items, Net(a)
28 22 105 47 
Other Non-Recurring Items(b)
7 — 10 — 
Adjusted EBITDA$289 $383 $768 $1,084 
Adjusted EBITDA Margin (Adjusted EBITDA/Net Sales)13.2 %17.5 %11.8 %16.6 %
Net Income$22 $142 $3 $373 
Charges Associated with Business Combinations, Exit Activities and Other Special Items, Net(a)
28 22 105 47 
Other Non-Recurring Items(b)
7 — 10 — 
Accelerated Depreciation Related to Exit Activities9 1 9 9 
Amortization Related to Purchased Intangible Assets16 16 47 50 
Tax Impact of Adjustments(15)(9)(38)(25)
Adjusted Net Income$67 $172 $136 $454 
Adjusted Earnings Per Share - Basic$0.23 $0.58 $0.46 $1.51 
Adjusted Earnings Per Share - Diluted$0.23 $0.58 $0.46 $1.51 

6


(a) Represents items management believes are not indicative of ongoing operating performance. For more information, see Note 1. Business Combinations, Exit Activities and Other Special Items, Net of the Notes to Condensed Consolidated Financial Statements of the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2026.
(b) Represents certain legal costs related to securities class action and derivative action lawsuits and certain consulting costs related to structural transformation, offset by non-cash gain on lease termination. Management believes these items are not indicative of ongoing business performance.


7


Graphic Packaging Holding Company
Reconciliation of Non-GAAP Financial Measures
(Continued)

Twelve Months Ended
In millionsSeptember 30, 2026September 30, 2025December 31, 2025
Net Income$74 $511 $444 
Add (Subtract):
Income Tax Expense 32 165 139 
Equity Income of Unconsolidated Entity1 (1)(1)
Interest Expense, Net264 210 220 
Depreciation and Amortization589 528 540 
EBITDA$960 $1,413 $1,342 
Charges Associated with Business Combinations, Exit Activities and Other Special Items, Net(a)
99 75 41 
Other Non-Recurring Items(b)
22 — 12 
Adjusted EBITDA$1,081 $1,488 $1,395 
Calculation of Net Debt:September 30, 2026September 30, 2025December 31, 2025
Short-Term Debt and Current Portion of Long-Term Debt$854 $446 $549 
Long-Term Debt(c)
4,666 5,495 5,043 
Less:
Cash and Cash Equivalents(337)(120)(261)
Net Debt$5,183 $5,821 $5,331 
Net Leverage Ratio (Net Debt/Adjusted EBITDA)4.8 3.93.8
(a) Represents items management believes are not indicative of ongoing operating performance. For more information, see Note 1. Business Combinations, Exit Activities and Other Special Items, Net of the Notes to Condensed Consolidated Financial Statements of the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2026 and the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
(b) Represents certain legal costs related to securities class action and derivative action lawsuits, expenses related to departure of prior Chief Executive Officer, certain consulting costs related to structural transformation, and one-time charges for software licenses related to reduction in usage tied to cost optimization initiatives and write-offs of implementation costs related to software that is no longer in use, offset by non-cash gain on lease termination. Management believes these items are not indicative of ongoing business performance.
(c) Excludes unamortized deferred debt issue costs.

Nine Months Ended September 30,
In millions20262025
Net Cash Provided by Operating Activities$295 $320 
Net Cash Receipts from Receivables Sold included in Investing Activities227 91 
Cash Payments Associated with Business Combinations, Exit Activities and Other Special Items, Net and Other Non-Recurring Items79 65 
Adjusted Net Cash Provided by Operating Activities$601 $476 
Capital Spending(287)(808)
Adjusted Cash Flow$314 $(332)


8

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