Here are the 8-K filings from Graphic Packaging Holding Company (GPK) in our archive since June 2025, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
An 8-K covers material events a company has to report between its quarterly reports, so if you follow GPK and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full GPK filings page.
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.
Graphic Packaging Holding Company (GPK) appointed Aditya J. Gandhi Vice President and Chief Accounting Officer, effective September 28, 2026. He reports to Charles D. Lischer, Interim Chief Financial Officer. Gandhi previously served as Chief Accounting Officer at AptarGroup and Sonoco Products Company and held roles at WestRock.
In connection with his appointment, Gandhi will receive a one-time restricted stock unit grant valued at approximately $715,000 on the date of grant, vesting ratably over three years, and a $105,000 cash sign-on bonus. He is a Certified Public Accountant and holds a commerce degree from the University of Mumbai, with a concentration in financial accounting and auditing.
Graphic Packaging Holding Company (GPK) said its representatives would meet with investors on September 28, 2026, and refer to its Fall 2026 governance and stewardship materials. The company reported 2025 net sales of $8.6 billion and 2025 Adjusted EBITDA of $1.4 billion, a non-GAAP measure. It cited 2026 Adjusted Cash Flow of $600 million to $700 million, is on track to deliver $85 million in 2026 cost savings versus a prior $60 million target, and expects 2026 capital spending below $450 million. It reported a $75 million year-to-date inventory reduction. The Croatia divestiture is complete, and additional proposed facility closures have been announced.
At the 2026 annual meeting, 99.9% supported a charter amendment to declassify the Board and 90.7% supported a 25% special meeting right. The special meeting right took effect June 15, 2026; Board declassification is phased in over three years, with all directors elected annually beginning at the 2029 annual meeting. The Board has 8 of 9 independent directors (89%) and a separate independent chair and CEO. Sustainability oversight is assigned to the Board’s Nominating and Corporate Governance Committee and senior management.
GRAPHIC PACKAGING HOLDING CO (GPK), through its primary operating subsidiary Graphic Packaging International, LLC, entered into a loan agreement with the Mission Economic Development Corporation for the proceeds of $115.2 million aggregate principal amount of tax-exempt green bonds due 2064, with a mandatory purchase date of June 1, 2030. The bonds were issued at a 2.677% premium, bear a fixed annual interest rate of 5.00%, and provide estimated net proceeds of approximately $116.2 million, implying an all-in yield of 4.17%. The bonds are special, limited obligations of MEDC secured by payments under the loan agreement, and the company plans to use the net proceeds to pay down its higher cost senior secured revolving facility.
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 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.
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%.
Graphic Packaging Holding Company reported first quarter 2026 Net Sales of $2,156 million, up 2% from $2,120 million a year earlier, driven by 1% higher volumes and favorable foreign exchange, partly offset by lower pricing.
The company posted a Net Loss of $43 million, or $(0.14) per diluted share, compared with Net Income of $127 million, or $0.42 per diluted share, in first quarter 2025. Adjusted Net Income was $28 million, or $0.09 per diluted share, versus $154 million, or $0.51 per diluted share, last year, as Adjusted EBITDA fell to $232 million and margin declined to 10.8% from 17.2%.
Management completed a 90‑day business review, committing to $60 million of cost reductions, a workforce reduction of over 500 roles, portfolio simplification including a pending divestiture in Croatia, and canceling over $200 million of low‑return projects. Capital spending is expected to drop to about $450 million in 2026 from $922 million in 2025, and guidance was reaffirmed for 2026 Net Sales of $8.4–$8.6 billion, Adjusted EBITDA of $1.05–$1.25 billion, Adjusted EPS of $0.75–$1.15, and Adjusted Cash Flow of $700–$800 million.
Graphic Packaging Holding Company announced that its Board of Directors appointed Jeffrey M. Stafeil as a new Class I director, effective March 8, 2026. Class I directors’ terms expire in 2026, so his initial term aligns with that schedule.
The Board has not yet assigned Mr. Stafeil to any Board committees. He is considered an independent director of the company and is not party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.
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.
Graphic Packaging Holding Company filed a current report to note that it has issued a press release with its fourth quarter and full year 2025 financial results. The press release, dated February 3, 2026, is included as Exhibit 99.1 and is incorporated by reference.
The filing also lists related Inline XBRL documents that provide structured financial data. This 8-K itself mainly serves as a notice directing investors and analysts to the detailed earnings information contained in the accompanying press release and XBRL exhibits.
Graphic Packaging Holding Company announced a leadership transition involving its Executive Vice President, General Counsel and Secretary, Lauren S. Tashma. On January 5, 2026, the company and Ms. Tashma began a process under which she will depart from her current role. She relinquished her General Counsel position effective January 6, 2026, but will remain an employee until the end of the day on March 1, 2026 and will continue as an officer or director of certain subsidiaries during the transition.
As a result of her departure, Ms. Tashma is expected to be eligible for separation benefits available under the company’s Executive Severance Plan for a company-initiated separation from service. She is expected to enter into a Release Agreement that will document the terms of the arrangement and include a general release of claims, and the company also expects to enter into a transition services agreement with her to support ongoing matters.
Graphic Packaging Holding Company reported that President and CEO Robbert Rietbroek released a letter to employees outlining company priorities. The letter, furnished as an exhibit, includes forward-looking statements about expected free cash flow, execution of the company’s Vision 2030 priorities, and the expected timing and benefits of a management transition. The company cautions that these expectations are subject to risks such as global economic volatility, inflation and volatility in raw material and energy costs, pricing pressure, the new leadership’s ability to carry out productivity and cost reduction plans, the company’s debt level, currency movements, international operations, and regulatory and litigation matters, including the future use of U.S. federal income tax attributes.
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.
Graphic Packaging Holding Company furnished an update to stockholders from its independent directors and a related press release, both dated December 19, 2025. These materials, provided as Exhibits 99.1 and 99.2, are being furnished under Regulation FD and are not deemed filed for liability purposes or automatically incorporated into other securities filings.
The update and press release include forward-looking statements about expected free cash flow, execution of the company’s Vision 2030 priorities, and the expected timing and benefits of a planned management transition. The company highlights risks that could cause actual results to differ, including global economic volatility, inflation and volatility in raw material and energy costs, pressure for lower-cost products, new leadership’s ability to implement business strategies and cost reduction plans, its debt level, currency movements, regulatory and litigation matters, and the continued availability and timing of use of U.S. federal income tax attributes.
Graphic Packaging Holding Company announced a planned CEO transition. Michael P. Doss will remain President and CEO through the end of the day on December 31, 2025, when his employment and Board service will end, and he is expected to receive separation benefits under his existing employment agreement. The Board has appointed Robbert E. Rietbroek as CEO effective January 1, 2026, and expects to appoint him to the Board the same day.
Under his new employment agreement, Mr. Rietbroek will receive an initial annual base salary of $1,350,000, target annual incentive of at least 150% of base salary, and long-term incentive opportunities of at least 560% of base salary. He will receive a one-time grant of time-based restricted stock units valued at $4,000,000, vesting over three years, plus standard executive benefits, relocation-related travel reimbursement, up to $25,000 in legal fee reimbursement, and severance protections that generally provide two years’ salary and target bonus, pro-rata incentives, continued benefits, and up to $25,000 in outplacement services in specified termination scenarios.
Graphic Packaging Holding Company furnished an 8-K announcing it issued a press release reporting third quarter 2025 results. The press release is included as Exhibit 99.1 and incorporated by reference.
The company states the information under Item 2.02 and Exhibit 99.1 is being furnished, not filed, pursuant to General Instruction B.2.
Graphic Packaging Holding Company disclosed that subsidiary GPIL entered into an Incremental Facility Amendment establishing a delayed draw incremental term loan facility of up to $400.0 million. GPIL may draw the loan in a single borrowing between March 15, 2026 and April 15, 2026, with maturity on June 30, 2027. The facility is secured by a first‑priority lien on substantially all personal property assets of GPIL and certain guarantors.
Interest will float at SOFR plus 1.00%–1.75% or Base Rate plus 0.00%–0.75%, based on a leverage‑linked pricing grid, and an undrawn commitment fee of 0.10%–0.25% per year applies before funding. The stated use of proceeds is to repay in full GPIL’s 1.512% Senior Secured Notes due 2026 and related transaction costs. This amendment adds committed refinancing capacity ahead of the notes’ 2026 maturity.
Graphic Packaging Holding Company announced that Executive Vice President and Chief Financial Officer Stephen R. Scherger resigned, with his resignation effective November 7, 2025. He will remain in his role through the completion of third quarter reporting to support a smooth transition. Effective the same date, the company appointed Charles D. Lischer, currently Senior Vice President and Chief Accounting Officer, as Senior Vice President and Interim Chief Financial Officer. Lischer, age 56, has been with the company since 2019 and previously held senior finance and accounting roles at Teradata Corporation and The Coca-Cola Company.
Graphic Packaging Holding Company reported that, effective August 6, 2025, Dean A. Scarborough resigned from its Board of Directors. The company stated that his resignation did not result from any disagreement with the company or its management, indicating it is characterized as an amicable departure rather than a response to a dispute.