Every material Form 8-K Graphic Packaging filed with the SEC in 2026, 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.
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 →