Graphic Packaging eases leverage covenant, adds limits

Graphic Packaging Holding Company amended its Fifth Amended and Restated Credit Agreement with Bank of America and other lenders.

Accepted by SEC EDGAR 02/26/2026 - 06:24 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Graphic Packaging Holding Company amended its Fifth Amended and Restated Credit Agreement with Bank of America and other lenders. The change temporarily relaxes the maximum Consolidated Total Leverage Ratio covenant to 5.00 to 1.00 for quarters through December 31, 2026 and to 4.75 to 1.00 for quarters through June 30, 2027, before returning to 4.25 to 1.00 thereafter.

During this period, the amendment adds a higher pricing tier when leverage is at or above 4.75 to 1.00, caps share repurchases at $65 million per year, and tightens limits on acquisitions and investments in non‑guarantor subsidiaries. The company sought this flexibility in part because aggressive inventory reduction is depressing EBITDA and raising the leverage ratio.

Insights

Credit and capital structure analyst

Leverage covenant relief is balanced by higher pricing and capital return limits.

Graphic Packaging and its lenders agreed to temporarily loosen the Consolidated Total Leverage Ratio covenant to as high as 5.00 to 1.00. The company attributes the need for this flexibility partly to aggressive inventory reduction that lowers EBITDA and mechanically raises leverage.

The amendment introduces an additional, more expensive pricing tier when leverage is at or above 4.75 to 1.00, which increases borrowing costs at higher leverage levels. It also restricts share repurchases to $65 million annually and tightens acquisition and non‑guarantor investment activity, preserving lender protections.

Overall this is a cautious recalibration of the balance sheet framework, trading near‑term covenant headroom for higher potential interest expense and constrained capital deployment through delivery of financial statements for the quarter ending September 30, 2027.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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

What change did Graphic Packaging (GPK) make to its leverage covenant?

Graphic Packaging temporarily increased its maximum Consolidated Total Leverage Ratio covenant to 5.00 to 1.00 through December 31, 2026 and to 4.75 to 1.00 through June 30, 2027, before it returns to 4.25 to 1.00 in later quarters.

Why did Graphic Packaging (GPK) seek an amendment to its credit agreement?

The company requested the amendment to ensure adequate flexibility because its aggressive inventory reduction is depressing EBITDA, which mechanically increases the Consolidated Total Leverage Ratio. The revised covenant levels provide headroom while this inventory and earnings impact flows through results.

How does the amended credit agreement affect Graphic Packaging’s (GPK) borrowing costs?

The amendment adds a new pricing tier during the specified period when the Consolidated Total Leverage Ratio is at or above 4.75 to 1.00. This tier increases the cost of borrowing when leverage is higher, aligning loan pricing with the company’s risk profile at elevated leverage.

What limits on share repurchases does Graphic Packaging (GPK) now face?

During the specified period, share repurchases are limited to $65 million on an annual basis. This cap restricts capital returned to shareholders while the relaxed leverage covenants are in place, helping conserve cash and support the company’s balance sheet under the amended terms.

How does the amendment affect Graphic Packaging’s (GPK) acquisitions and investments?

The amendment places additional restrictions on acquisitions and investments in non‑guarantor subsidiaries during the specified period. These tighter limits reduce the company’s flexibility for certain expansion or restructuring moves while it operates with higher permitted leverage under the revised covenant framework.

How long do the new restrictions and pricing terms apply to Graphic Packaging (GPK)?

The added pricing tier and limits on share repurchases, acquisitions, and non‑guarantor investments apply from the amendment’s effective date until the company delivers quarterly financial statements covering the fiscal quarter ending September 30, 2027, after which the temporary provisions cease to apply.

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

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GRAPHIC PACKAGING HOLDING CO false 0001408075 0001408075 2026-02-26 2026-02-26

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):

February 26, 2026

GRAPHIC PACKAGING HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Delaware		001-33988		26-0405422
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1500 Riveredge Parkway

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 Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share		GPK		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark

☐ 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 1.01. Entry into a Material Definitive Agreement.

On February 26, 2026, Graphic Packaging Holding Company (the “Company”), Graphic Packaging International Partners, LLC (“GPIP”), Graphic Packaging International, LLC, the primary operating subsidiary of the Company (“GPIL”), and certain subsidiaries of GPIL entered into Amendment No. 1 (the “Amendment”) to the Fifth Amended and Restated Credit Agreement, dated June 3, 2024 (as amended by the Amendment, the “Credit Agreement”), by and among the Company, GPIP, GPIL certain subsidiaries of GPIL, and Bank of America, N.A., as administrative agent for the lenders party thereto. Driven by, among other factors, the Company’s decision to aggressively reduce inventory, which has the effect of depressing EBITDA and therefore increasing the Consolidated Total Leverage Ratio (as defined in the Credit Agreement), the Company requested the amendment to ensure adequate flexibility. The Amendment provides for an increase in the Consolidated Total Leverage Ratio covenant from 4.25 to 1.00 to 5.00 to 1.00 for the fiscal quarters ending March 31, 2026 through (and including) December 31, 2026 and from 4.25 to 1.00 to 4.75 to 1.00 for the fiscal quarters ending March 31, 2027 through (and including) June 30, 2027. For each fiscal quarter ending thereafter, the Consolidated Total Leverage Ratio shall not be in excess of 4.25 to 1.00. Additionally, during the period commencing on the effective date of the Amendment and ending on the date the Company delivers quarterly financial statements to the administrative agent for the fiscal quarter ending September 30, 2027 (the “Specified Period”), the Amendment incorporates an additional pricing tier when the Consolidated Total Leverage Ratio is greater than or equal to 4.75 to 1.00; limits share repurchases to $65 million on an annual basis; and places additional restrictions on acquisitions and investments in non-guarantor subsidiaries during the Specified Period.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d)		Exhibits
10.1		Amendment No. 1 to the Fifth Amended and Restated Credit Agreement, dated as of February 26, 2026, by and among the Company, GPIP, GPIL, certain subsidiaries of GPIL, Bank of America, N.A., as administrative agent, and the lenders party thereto
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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 hereunto duly authorized.

				By:		/s/ Laura Lynn Church
						Laura Lynn Church
Date: February 26, 2026						Vice President, Assistant General Counsel and Assistant Secretary

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 1.2 MB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB