Graphic Packaging Holding Company filings document the regulatory record of a paperboard consumer-packaging issuer with common stock listed on the New York Stock Exchange. Its disclosures cover operating and financial results, material-event reports, capital-structure items, and the role of operating subsidiaries including Graphic Packaging International, LLC.
SEC filings for GPK include Form 8-K reports on results, Regulation FD communications, credit-agreement amendments, executive and board changes, and compensation arrangements. Proxy materials describe governance, director elections, shareholder voting matters and board oversight, while security disclosures identify the company's common stock and exchange listing.
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 executive Scott Fallan reported his equity-based holdings in the company. As SVP & President, International, he beneficially owns derivative securities in the form of restricted stock units tied to Graphic Packaging common stock.
The filing lists service-based restricted stock units covering 3,814 shares of common stock and an additional service-based award covering 1,830 shares, each with a conversion price of $0.00 per share and held directly. These service-based units vest in three substantially equal tranches on the first, second, and third anniversaries of the grant date, so long as he remains employed, subject to exceptions for death, disability, retirement, involuntary termination, or change in control.
Fallan also holds performance-based restricted stock units covering 3,661 shares of common stock, also at $0.00 per share, which are scheduled to be exercisable and expire on 02/26/2028, when they convert into shares if the applicable performance conditions are met as described.
Graphic Packaging Holding Company had a holder file a notice to sell 75,853 shares of its common stock. The planned sale is through J.P. Morgan Securities LLC on the NYSE, with an aggregate market value of 1,128,692 as disclosed. The filing lists total common shares outstanding of 295,123,112 for context.
The shares to be sold were acquired on 02/21/2025 as vested restricted stock units (RSUs) from the issuer, described as consideration "for services rendered." The approximate sale date given is 12/11/2025, and the filing is made under Rule 144, which governs resales of restricted or control securities.
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 CO filed a Form 4 for its EVP and CFO, Stephen R. Scherger. The filing lists him as an officer but shows no reported transactions or share movements in this excerpt, indicating no buys, sells, or other reportable changes in his holdings.
FMR LLC filed Amendment No. 2 to Schedule 13G reporting a passive stake in Graphic Packaging Holding Company (GPK). The filing shows beneficial ownership of 10,670,822.23 shares of common stock, representing 3.6% of the class as of the event date.
FMR reports sole voting power over 10,613,707 shares and sole dispositive power over 10,670,822.23 shares, with no shared voting or dispositive power. Abigail P. Johnson is also listed as a reporting person with the same aggregate beneficial ownership. The certification states the securities were acquired and are held in the ordinary course of business and not to change or influence control.
Graphic Packaging Holding Company reported lower results for Q3 2025. Net sales were $2,190 million versus $2,216 million a year ago, and income from operations was $234 million versus $278 million. Net income was $142 million (diluted EPS $0.48) compared with $165 million ($0.55). Comprehensive income was $139 million, down from $217 million, as currency translation swung to a small loss.
Year-to-date, net sales were $6,514 million versus $6,712 million, with net income of $373 million ($1.24 diluted EPS) versus $520 million ($1.70). Operating cash flow was $320 million, and capital spending reached $808 million, reflecting investments including the new Waco, Texas paperboard facility and related network changes. The company repurchased $150 million of stock (6.8 million shares at an average $22.17) and paid three quarterly dividends of $0.11 per share. Cash was $120 million and total debt (including current) was $5,920 million; long-term debt (excluding current) was $5,472 million. In May, the company issued $100 million of 5.00% tax-exempt Green Bonds maturing in 2030 to help fund Waco. The company recorded $22 million of Q3 charges in exit and special items tied to facility closures and start-up costs.
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.