Every material Form 8-K Graphic Packaging has filed with the SEC since July 29, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Graphic Packaging reported third quarter 2026 results on November 3, 2026. Net sales were $2,192 million, up $2 million from a year earlier, but net income fell to $22 million ($0.07 per diluted share) from $142 million ($0.48) and Adjusted EBITDA fell to $289 million from $383 million. The company reaffirmed its full-year 2026 guidance, but the sharp profit decline in the quarter is the key point for shareholders.
Net sales of $2,192 million vs. $2,190 million; volume/mix up 1% ($19 million), price down 1% ($15 million).
Adjusted EBITDA of $289 million vs. $383 million; Adjusted EBITDA margin of 13.2% vs. 17.5%.
Net income of $22 million, or $0.07 per diluted share, vs. $142 million, or $0.48, in third quarter 2025.
Full-year 2026 guidance reaffirmed: Net Sales of about $8.6 billion, Adjusted EBITDA of $1.05 billion, Adjusted EPS of $0.65, and Adjusted Cash Flow of $600 million to $700 million.
Graphic Packaging Holding Company appointed Aditya Gandhi as Vice President and Chief Accounting Officer effective September 28, 2026, reporting to Interim Chief Financial Officer Charles D. Lischer. Gandhi previously served as Chief Accounting Officer at AptarGroup and Sonoco Products Company, and the filing discloses his pay package, which includes restricted stock units and a cash sign-on bonus.
Gandhi, age 46, joins as Vice President and Chief Accounting Officer, reporting to Interim CFO Charles D. Lischer
One-time restricted stock unit grant valued at approximately $715,000, vesting ratably over three years
Cash sign-on bonus of $105,000
Prior roles include Chief Accounting Officer at AptarGroup (from June 2026) and Sonoco Products Company (August 2022 to May 2026)
Graphic Packaging reported second quarter 2026 net sales of $2,188 million, down 1% from $2,204 million a year earlier, and net income of $24 million, or $0.08 per diluted share, down from $104 million. Adjusted EBITDA fell to $247 million from $336 million, driven by $60 million of commodity input and operating cost inflation, and the company now expects 2026 Adjusted EBITDA at the low end of its guidance range while lowering its Adjusted EPS range, a combination that weighs on shareholder earnings.
Q2 2026 net sales $2,188 million vs. $2,204 million in Q2 2025; Adjusted EBITDA $247 million vs. $336 million
Q2 2026 net income $24 million ($0.08 per diluted share) vs. $104 million ($0.34) in Q2 2025
2026 guidance: Net Sales at the high end of $8.4 billion to $8.6 billion; Adjusted EBITDA at the low end of $1.05 billion to $1.25 billion
Net Leverage Ratio 4.7x at June 30, 2026, up from 3.8x at December 31, 2025
Graphic Packaging said Philip R. Martens retired as a director and Chairman of its Board effective June 11, 2026, following the Annual Meeting of Stockholders. Board member Larry M. Venturelli, a director since 2016, was elected Chairman effective the same day. The change is a board leadership transition; the filing discloses no financial results or operating impact.
Philip R. Martens retired from the Board and as Chairman effective June 11, 2026; he had been a director since November 2013 and Chairman since May 2016.
Larry M. Venturelli, a Board member since 2016, was elected Chairman effective June 11, 2026.
Venturelli previously served as Executive Vice President and Chief Financial Officer at Whirlpool Corporation.
CEO Robbert Rietbroek said the company will continue executing its strategy under the new Chair.
Graphic Packaging reported first quarter 2026 net sales of $2,156 million, up 2% from $2,120 million, but swung to a net loss of $43 million, or $(0.14) per diluted share, from net income of $127 million, or $0.42, a year earlier. Adjusted EBITDA fell to $232 million from $365 million, and the company reaffirmed its 2026 guidance after a 90-day business review that included a workforce reduction of over 500 roles.
Net sales were $2,156 million, up from $2,120 million, with volumes up 1%.
Net loss was $43 million, or $(0.14) per diluted share, versus net income of $127 million, or $0.42, in first quarter 2025.
Adjusted EBITDA was $232 million versus $365 million, and Adjusted EBITDA margin was 10.8% versus 17.2%.
2026 guidance was reaffirmed: net sales of $8.4 billion to $8.6 billion, Adjusted EBITDA of $1.05 billion to $1.25 billion, and Adjusted EPS of $0.75 to $1.15.
Graphic Packaging Holding Company's board appointed Jeffrey M. Stafeil as a director effective March 8, 2026, in a Class I seat with a term expiring in 2026. The filing says he is independent and has not yet been assigned to any board committee, so the change is a board composition update rather than a change in company operations or finances.
Jeffrey M. Stafeil appointed to the Board of Directors effective March 8, 2026
He will serve as one of the Class I Directors, whose terms expire in 2026
He is an independent director and has no committee assignment yet
Filing states he is not party to any related-person transaction requiring disclosure under Item 404(a)
Graphic Packaging amended its credit agreement with Bank of America, N.A., as administrative agent, raising the maximum Consolidated Total Leverage Ratio. The company said it requested the change because its decision to aggressively reduce inventory depresses EBITDA and increases the ratio. For shareholders, the amendment loosens debt limits while capping share repurchases at $65 million a year and adding restrictions on acquisitions and investments during the Specified Period.
Maximum leverage ratio rises from 4.25 to 1.00 to 5.00 to 1.00 for quarters ending March 31, 2026 through December 31, 2026, and to 4.75 to 1.00 for quarters ending March 31, 2027 through June 30, 2027
Share repurchases are limited to $65 million on an annual basis during the Specified Period, which ends when quarterly financial statements for the quarter ending September 30, 2027 are delivered
An additional pricing tier applies when the leverage ratio is at or above 4.75 to 1.00, and acquisitions and investments in non-guarantor subsidiaries face added restrictions
Graphic Packaging reported fourth-quarter and full-year 2025 results, with full-year net sales down 2% to $8.6 billion and net income down to $444 million from $658 million. The company guided 2026 Adjusted EBITDA to $1.05 billion to $1.25 billion, compared with $1.395 billion in 2025, and CEO Robbert Rietbroek has initiated a comprehensive review of operations and footprint along with a selective portfolio review.
Fourth-quarter 2025 net sales were $2,103 million, flat versus $2,095 million, while net income fell to $71 million ($0.24 per diluted share) from $138 million ($0.46).
Full-year 2025 net sales were $8,617 million versus $8,807 million; net income was $444 million ($1.48 per diluted share) versus $658 million ($2.16).
2026 guidance: Net Sales $8.4 billion to $8.6 billion, Adjusted EBITDA $1.05 billion to $1.25 billion, Adjusted EPS $0.75 to $1.15; Adjusted Free Cash Flow target of $700 million to $800 million was affirmed.
Full-year 2025 Net Leverage Ratio was 3.8x, up from 3.0x in 2024.
Graphic Packaging said its General Counsel and Secretary, Lauren Tashma, is transitioning out of her role. She gave up the position effective January 6, 2026, and remains an employee through March 1, 2026, while the company expects to pay separation benefits under its Executive Severance Plan.
Lauren S. Tashma relinquished the General Counsel and Secretary role as of January 6, 2026.
She remains an employee through the end of the day on March 1, 2026, and keeps certain subsidiary officer or director roles.
The company expects her to receive separation benefits and to sign a release agreement and a transition services agreement.
Graphic Packaging's compensation 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 and $2,000,000 in Service Restricted Stock Units, both payable or vesting on January 2, 2027, if he remains employed. The filing is a compensation arrangement and does not report financial results.
Cash retention bonus of $2,000,000 paid as a lump sum after January 2, 2027, if Yost remains employed
Service RSUs granted with a value of $2,000,000 on the grant date, effective January 2, 2026, vesting January 2, 2027
Payment or vesting accelerates on death, Disability, or termination without Cause or for Good Reason
Graphic Packaging CEO Michael P. Doss will leave his roles on December 31, 2025, after serving as CEO since 2016. Robbert Rietbroek, former CEO of Primo Brands Corporation, becomes President and CEO and a board member on January 1, 2026, and the filing sets out his pay and severance terms.
Doss's employment and board service end at the end of the day on December 31, 2025; the filing says he is expected to receive separation benefits under his 2015 employment agreement.
Rietbroek, 52, was CEO of Primo Brands Corporation from November 2024 to November 2025.
Rietbroek's employment agreement provides a base salary of $1,350,000, a target long-term incentive of not less than 560% of base salary, and a one-time $4,000,000 restricted stock unit grant.
In a separate announcement the company updated its full-year 2025 guidance; the figures are not included in this filing.
Graphic Packaging reported third quarter 2025 net sales of $2,190 million, down 1% from $2,216 million a year earlier, and net income of $142 million, or $0.48 per diluted share, versus $165 million, or $0.55, in 2024. The company also revised its full-year 2025 guidance, citing year-to-date performance and a wider range of possible fourth quarter outcomes, so shareholders face lower quarterly sales and profit alongside a revised outlook.
Adjusted EBITDA was $383 million versus $433 million; Adjusted EBITDA margin was 17.5% versus 19.5%
Adjusted EPS was $0.58 per diluted share versus $0.64 in the third quarter of 2024
Full-year 2025 guidance: net sales $8.4 billion to $8.6 billion, Adjusted EBITDA $1.40 billion to $1.45 billion, Adjusted EPS $1.80 to $2.00
Third quarter share repurchase of $39 million; net debt was $5,821 million and net leverage ratio was 3.9x
Graphic Packaging's main operating subsidiary entered an amendment to its credit agreement providing up to $400.0 million in a delayed draw incremental term loan, available to draw between March 15, 2026 and April 15, 2026. The loan matures June 30, 2027, and its proceeds are to repay in full the company's 1.512% Senior Secured Notes due 2026.
Up to $400.0 million delayed draw term loan, drawable once between March 15, 2026 and April 15, 2026
Loan matures June 30, 2027 and bears floating interest of SOFR plus 1.00% to 1.75%, or Base Rate plus 0.00% to 0.75%, based on leverage
Proceeds will repay in full the 1.512% Senior Secured Notes due 2026, plus transaction costs
Loan is secured by a first-priority lien on substantially all personal property assets of the borrower and guarantors
Graphic Packaging said Chief Financial Officer Stephen R. Scherger resigned on October 6, 2025, effective November 7, 2025, so he can close out third quarter reporting. Senior Vice President and Chief Accounting Officer Charles D. Lischer will become Senior Vice President and Interim Chief Financial Officer on the same date. The change at the top finance role is significant for shareholders, though the filing gives no reason beyond a smooth transition.
Stephen R. Scherger resigned as Executive Vice President and Chief Financial Officer on October 6, 2025, effective November 7, 2025.
Charles D. Lischer, age 56, becomes Senior Vice President and Interim Chief Financial Officer effective November 7, 2025.
Lischer has been Senior Vice President and Chief Accounting Officer since November 2019 and previously held finance roles at Teradata and The Coca-Cola Company.
The filing states Lischer has no relationship with the Company requiring disclosure under Item 401(d) of Regulation S-K.
Graphic Packaging Holding Company disclosed that director Dean A. Scarborough resigned from its Board of Directors effective August 6, 2025. The company states the resignation did not result from any disagreement with the company or its management.
Dean A. Scarborough resigned as a board member effective August 6, 2025.
The filing states the resignation was not due to any disagreement with the company or its management.
The 8-K was signed August 11, 2025 by General Counsel and Secretary Lauren S. Tashma.
Graphic Packaging reported second quarter 2025 results on July 29, 2025. Net sales fell 1% to $2,204 million, and net income dropped to $104 million, or $0.34 per diluted share, from $190 million, or $0.62, a year earlier. The company also issued updated full-year 2025 guidance, which reflects first-half results and a narrower, modestly higher second-half sales outlook.
Second quarter Adjusted EBITDA was $336 million, versus $402 million a year earlier; Adjusted EBITDA margin was 15.3%, versus 18.0%.
Full-year 2025 guidance: net sales $8.4 billion to $8.6 billion, Adjusted EBITDA $1.45 billion to $1.55 billion, Adjusted EPS $1.90 to $2.20.
Net leverage ratio was 3.7x at June 30, 2025, versus 3.0x at December 31, 2024; 2025 capital spending is expected to be about $850 million.
During the second quarter, the company repurchased about 5.0 million shares for $111 million.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Graphic Packaging filing is on SEC EDGAR ↗. 8-K briefs of other companies →