Every material Form 8-K Graphic Packaging filed with the SEC in 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'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 and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI'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 →