Graphic Packaging Hldg Co SEC Filings

Graphic Packaging Holding Company reported an equity compensation award to executive officer Joseph P. Yost, EVP & President, Americas. On January 2, 2026, he received 132,014 service-based restricted stock units, each tied to one share of the company’s common stock at a conversion price of $0.00. These units vest and become payable on January 2, 2027, with earlier vesting possible in cases such as death, disability, retirement, involuntary termination or termination for good reason. The restricted stock units expire when they are converted and paid out in common shares.

Graphic Packaging Holding Company reported an equity award to its President and CEO, who also serves as a director. On 01/01/2026, the executive received 265,605 service-based restricted stock units. These units vest and become payable in three substantially equal tranches on the first, second and third anniversaries of the grant date, subject to continued service and certain exceptions for death, disability, retirement, involuntary termination or termination for good reason. Each unit is settled in shares of the company’s common stock and carries a conversion price of $0.00, expiring when paid out in stock. Following this grant, the filing shows the executive directly beneficially owning 265,605 derivative securities tied to common stock.

Graphic Packaging Holding Company reported a new insider status update for one of its leaders. The reporting person is both a director and the company’s President and CEO, and this statement reflects their position in the organization. As of the event date of 01/01/2026, the filing states that no securities are beneficially owned by this individual, so there are no shares or derivative securities listed in the ownership tables.

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 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.