Graphic Packaging plans $141.4M green bond deal

Graphic Packaging Holding Company reported that its main operating subsidiary, Graphic Packaging International, entered into a loan agreement with the Mission Economic Development Corporation.

Rhea-AI Filing Summary

Graphic Packaging Holding Company reported that its main operating subsidiary, Graphic Packaging International, entered into a loan agreement with the Mission Economic Development Corporation. This supports an offering of approximately $141.4 million in tax-exempt green bonds due 2064, with a mandatory purchase date of June 1, 2030.

The bonds, issued through MEDC’s Private Activity Bond Program, are expected to close on or about June 2, 2026, subject to customary conditions. They will carry a 5.00% annual interest rate, be issued at a 2.545% premium, and generate gross proceeds of about $145 million and net proceeds of about $143.85 million, implying an equivalent all-in yield of 4.30%.

Insights

Corporate finance analyst

GPK arranges long-dated, tax-exempt green bond financing via MEDC.

Graphic Packaging International is using the Mission Economic Development Corporation’s Private Activity Bond Program to access approximately $141.4 million in tax-exempt green bond funding. The bonds mature in 2064 with a mandatory purchase date in 2030, creating a long-duration capital structure element.

The securities bear a 5.00% coupon, are issued at a 2.545% premium, and have an equivalent all-in yield of 4.30%, with gross proceeds around $145 million. The bonds are special, limited obligations of MEDC, secured by payments from Graphic Packaging under the loan agreement, so investor risk is tied to those payment obligations.

8-K Event Classification

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

1 item

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.

Key Figures

Tax-exempt green bond principal: $141.4 million Annual interest rate: 5.00% Issue premium: 2.545% +5 more

8 metrics

Tax-exempt green bond principal $141.4 million Aggregate principal amount of bonds due 2064

Annual interest rate 5.00% Coupon on tax-exempt green bonds

Issue premium 2.545% Premium at which bonds will be issued

Gross proceeds $145 million Gross proceeds before underwriters’ discount and other fees

Net proceeds $143.85 million Net proceeds before fees and expenses

All-in yield 4.30% Equivalent all-in yield on the bonds

Mandatory purchase date June 1, 2030 Mandatory purchase date for the bonds

Expected closing date June 2, 2026 Expected closing of bond offering, subject to conditions

Key Terms

tax-exempt "green" bonds, Private Activity Bond Program, mandatory purchase date, equivalent all-in yield, +1 more

5 terms

tax-exempt "green" bonds financial

"offering of approximately $141.4 million aggregate principal amount of tax-exempt “green” bonds due 2064"

Private Activity Bond Program financial

"The offering is being executed through the MEDC Private Activity Bond Program"

mandatory purchase date financial

"tax-exempt “green” bonds due 2064 with a mandatory purchase date of June 1, 2030"

equivalent all-in yield financial

"The equivalent all-in yield will be 4.30%."

special, limited obligations financial

"The Tax-Exempt Green Bonds will be special, limited obligations of the MEDC"

FAQ

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

What financing did Graphic Packaging (GPK) announce in this 8-K?

Graphic Packaging’s subsidiary entered a loan agreement tied to approximately $141.4 million of tax-exempt green bonds. These bonds are issued by the Mission Economic Development Corporation under its Private Activity Bond Program and provide long-dated funding due in 2064.

What are the key terms of GPK’s new tax-exempt green bonds?

The tax-exempt green bonds total about $141.4 million in aggregate principal, bear interest at 5.00% annually, and are due in 2064 with a mandatory purchase date of June 1, 2030, creating a long-term debt profile for the related loan.

How much cash will Graphic Packaging (GPK) receive from this bond transaction?

The offering is expected to generate about $145 million in gross proceeds and approximately $143.85 million in net proceeds before fees and expenses. These proceeds relate to the loan made to Graphic Packaging by the Mission Economic Development Corporation.

What is the yield on Graphic Packaging’s related tax-exempt green bonds?

The tax-exempt green bonds will be issued at a 2.545% premium with a 5.00% annual coupon. Based on these terms, the equivalent all-in yield is 4.30%, reflecting the effective cost of this long-dated financing structure.

Who is the issuer of the tax-exempt green bonds connected to GPK?

The bonds are issued by the Mission Economic Development Corporation under its Private Activity Bond Program. They are special, limited obligations of MEDC, secured by a pledge of payments due from Graphic Packaging under the associated loan agreement.

When is the expected closing date for Graphic Packaging’s green bond financing?

The bond offering is expected to close on or about June 2, 2026, subject to customary closing conditions. This timing aligns with the loan agreement between Graphic Packaging International and the Mission Economic Development Corporation.

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

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Accepted by SEC EDGAR 05/26/2026 - 08:00 AM Learn about SEC filing dates

GRAPHIC PACKAGING HOLDING CO false 0001408075 0001408075 2026-05-19 2026-05-19

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): May 19, 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 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On May 19, 2026, Graphic Packaging International, LLC (“Graphic Packaging”), the primary operating subsidiary of Graphic Packaging Holding Company, entered into a loan agreement with the Mission Economic Development Corporation (“MEDC”) for the proceeds of the MEDC’s offering of approximately $141.4 million aggregate principal amount of tax-exempt “green” bonds due 2064 with a mandatory purchase date of June 1, 2030 (the “Tax-Exempt Green Bonds”). The offering is being executed through the MEDC Private Activity Bond Program and is expected to close on or about June 2, 2026, subject to the satisfaction of customary closing conditions.

The Tax-Exempt Green Bonds will be issued at a premium of 2.545% and will bear interest at an annual rate of 5.00%. Gross proceeds will be approximately $145 million before underwriters’ discount and other fees and expenses. The net proceeds will be approximately $143.85 million before fees and expenses. The equivalent all-in yield will be 4.30%. The Tax-Exempt Green Bonds will be special, limited obligations of the MEDC (as issuer) and will be payable from and secured by a pledge of payments to be made under the Loan Agreement by and between the MEDC and Graphic Packaging.

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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 hereunto duly authorized.

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

- 3 -

Filing Exhibits & Attachments

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Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB