[8-K] GRAPHIC PACKAGING HOLDING CO Reports Material Event

Rhea-AI Filing Summary

Graphic Packaging Holding Company disclosed that its Compensation and Management Committee approved a retention package for Joseph P. Yost, Executive Vice President and President, Americas. The package includes a $2,000,000 cash retention bonus under a Retention Bonus Agreement and a grant of Service Restricted Stock Units valued at $2,000,000.

The cash bonus will be paid in a lump sum after January 2, 2027 if Mr. Yost remains employed, or following certain qualifying terminations such as death, Disability, termination without Cause, or resignation for Good Reason as defined in company plans and policies. The Service RSUs will be granted effective January 2, 2026 and will vest and become payable on January 2, 2027, assuming continued employment through that date.

Insights

Corporate governance and compensation analyst

Graphic Packaging grants a $4M retention package to keep a key executive through early 2027.

Graphic Packaging approved a retention package for Joseph P. Yost, its Executive Vice President and President, Americas, combining a $2,000,000 cash retention bonus with Service RSUs valued at $2,000,000. The equity grant is effective on January 2, 2026 and vests on January 2, 2027, contingent on continued employment.

The cash component is structured to pay after January 2, 2027 if Mr. Yost remains employed, or earlier on certain qualifying terminations such as death, Disability, termination without Cause, or resignation for Good Reason. Good Reason is narrowly defined around material reductions in authority, significant relocation, or a base salary cut exceeding 10% unless applied uniformly to peers.

This structure blends retention and protection: it encourages Mr. Yost to stay through at least early 2027 while giving him defined rights if his role or compensation is materially altered. From an investor perspective, it underscores the company’s focus on leadership continuity in its Americas operations, with the ultimate cost depending on future employment outcomes and share performance at RSU vesting.

GRAPHIC PACKAGING HOLDING CO false 0001408075 0001408075 2025-12-19 2025-12-19

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):

December 19, 2025

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 1.01. Entry into a Material Definitive Agreement.

On December 19, 2025, the Compensation and Management Committee of the Board of Directors of Graphic Packaging Holding Company (“GPHC”), approved a retention package for Mr. Joseph P. Yost, the Executive Vice President and President, Americas of GPHC and Graphic Packaging International, LLC (“GPI” or the “Company”). Such package consists of a cash retention bonus and a grant of Service Restricted Stock Units (“Service RSUs”). The cash retention bonus is pursuant to the terms of a Retention Bonus Agreement dated December 22, 2025 between GPI and Mr. Yost (the “Agreement”), a copy of which is attached hereto as Exhibit 10.1. Pursuant to the Agreement, Mr. Yost will receive a lump-sum payment of $2,000,000 (less applicable taxes and withholdings) on (i) the next regularly-scheduled pay date following January 2, 2027 if he remains employed by GPI or one of its subsidiaries through such date; or (ii) the next regularly-scheduled pay date following the date of termination of his employment due to death or Disability, by the Company or one of its subsidiaries without Cause or by Mr. Yost for Good Reason. For purposes of the Agreement, the term “Disability” shall have the meaning provided under the Company’s Long-Term Disability Plan and the term “Cause” shall have the meaning set forth in the Company’s Termination of Employment Policy. The term “Good Reason” shall mean termination of employment initiated by Mr. Yost within 180 days following any of the following events taken without Mr. Yost’s consent, provided that Mr. Yost has given the Company written notice of such event within 30 days after the first occurrence of such event and the Company has not cured such event within 30 days thereafter: (x) a material diminution of Mr. Yost’s authority, job duties, and responsibilities; or (y) a material change in the geographic location at which Mr. Yost is required to perform services such that he must permanently relocate more than 50 miles from his current residence; or (z) a reduction of Mr. Yost’s base salary in excess of 10%, unless the same percentage reduction is uniformly applied to all similarly situated employees.

The grant of Service RSUs will have a value of $2,000,000 on the date of grant and be effective as of January 2, 2026. The Service RSUs will vest and become payable on January 2, 2027, assuming Mr. Yost remains an employee of GPI or one of its subsidiaries through such date.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Retention Bonus Agreement dated as of December 22, 2025 between GPI and Joseph P. Yost
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ Alexandra O. Haden
						Alexandra O. Haden
Date: December 23, 2025						Vice President and Assistant General Counsel

FAQ

What executive compensation decision did Graphic Packaging (GPK) disclose?

Graphic Packaging approved a retention package for Joseph P. Yost, its Executive Vice President and President, Americas, consisting of a $2,000,000 cash retention bonus and Service RSUs valued at $2,000,000.

When will Joseph P. Yost receive the $2,000,000 cash retention bonus at Graphic Packaging?

Mr. Yost will receive the $2,000,000 cash retention bonus on the next regularly scheduled pay date following January 2, 2027 if he remains employed, or following an earlier qualifying termination such as death, Disability, termination without Cause, or resignation for Good Reason.

How are the Service Restricted Stock Units for Joseph P. Yost at GPK structured?

The Service RSUs will have a value of $2,000,000 on the grant date, be effective as of January 2, 2026, and will vest and become payable on January 2, 2027 if Mr. Yost remains employed with Graphic Packaging or a subsidiary through that date.

What events qualify as Good Reason for Joseph P. Yost to leave Graphic Packaging under the retention agreement?

Good Reason includes, without Mr. Yost’s consent, a material diminution of his authority, job duties, and responsibilities; a material change in work location requiring permanent relocation more than 50 miles from his current residence; or a base salary reduction exceeding 10% unless the same percentage reduction applies uniformly to similarly situated employees, subject to notice and cure provisions.

When do the retention incentives for Joseph P. Yost at GPK fully vest?

The cash retention bonus is scheduled to be paid after January 2, 2027 if employment continues, and the Service RSUs vest and become payable on January 2, 2027, both conditioned on continued employment except in specified termination scenarios.

Where can investors find the detailed terms of Joseph P. Yost’s retention bonus at Graphic Packaging?

The detailed terms are set out in the Retention Bonus Agreement dated December 22, 2025 between GPI and Joseph P. Yost, which is included as Exhibit 10.1.