GRAPHIC PACKAGING HOLDING CO 8-K

What Happened

• Graphic Packaging Holding Company filed an 8-K on Feb. 26, 2026 disclosing Amendment No. 1 to its Fifth Amended and Restated Credit Agreement (originally dated June 3, 2024). The amendment, among other things, temporarily relaxes the company’s Consolidated Total Leverage Ratio covenant to provide flexibility as the company reduces inventory and EBITDA is depressed.
• The amendment was entered into by the company, Graphic Packaging International Partners, LLC, Graphic Packaging International, LLC and certain subsidiaries, with Bank of America, N.A. acting as administrative agent.

Key Details

• Leverage covenant changes:
  • Raises the Consolidated Total Leverage Ratio from 4.25:1.00 to 5.00:1.00 for fiscal quarters ending March 31, 2026 through December 31, 2026.
  • Sets the ratio at 4.75:1.00 for fiscal quarters ending March 31, 2027 through June 30, 2027.
  • Reverts to 4.25:1.00 for each fiscal quarter thereafter.
• Specified Period and additional terms:
  • The “Specified Period” runs from the amendment’s effective date through delivery of quarterly financials for the fiscal quarter ending Sept. 30, 2027.
  • During that period the amendment adds a pricing tier when leverage is ≥4.75:1.00, limits share repurchases to $65 million annually, and places further restrictions on acquisitions and investments in non‑guarantor subsidiaries.

Why It Matters

• For investors, this amendment provides the company temporary covenant relief to manage cash flow and working capital while it reduces inventory (which lowered EBITDA and raised leverage). That reduces the near-term risk of a covenant breach.
• The new pricing tier could raise borrowing costs if leverage is high, and the $65 million annual buyback cap reduces buyback flexibility during the Specified Period, which may affect share-repurchase-driven support for the stock. Restrictions on acquisitions/investments could limit near-term strategic moves.
• The full amendment text is filed as Exhibit 10.1 to the 8-K for anyone needing the complete legal terms.