---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-077943"
form_type: "8-K"
ticker: "GPK"
cik: "0001408075"
company_name: "GRAPHIC PACKAGING HOLDING CO"
filed_at: "2026-02-27T23:59:59+00:00"
generated_at: "2026-05-15T23:01:06.534680+00:00"
event_type: "debt"
sentiment: "negative"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Graphic Packaging Amends Credit Agreement to Raise Leverage Covenant and Limit Share Buybacks

## Summary
- Leverage ratio covenant increased from 4.25x to 5.00x for quarters ending March–December 2026, then to 4.75x through June 2027.
- Annual share repurchases capped at $65 million during the specified period ending September 30, 2027.
- Additional restrictions placed on acquisitions and investments in non-guarantor subsidiaries during the specified period.
- New pricing tier added when leverage ratio is 4.75x or higher: Base Rate loans at 1.000% and Term SOFR at 2.000%.

## SEC filing metadata
- accession: 0001193125-26-077943
- form_type: 8-K
- ticker: GPK
- cik: 0001408075
- company_name: GRAPHIC PACKAGING HOLDING CO
- filed_at: 2026-02-27T23:59:59+00:00
- event_type: debt
- sentiment: negative
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 2.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1408075/000119312526077943/0001193125-26-077943-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1408075/000119312526077943/d106221d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-077943
- JSON: https://secwatch.observer/filing/0001193125-26-077943.json
- Plain text: https://secwatch.observer/filing/0001193125-26-077943.txt

## Source-grounded claims
- claim_id: f6fa973b0fc3f5852c052881d71b8b94af9a0f91
  claim: GRAPHIC PACKAGING HOLDING CO amended credit facility with Bank of America, N.A., as administrative agent.
  evidence_excerpt: 1 (the “Amendment”) to the Fifth Amended and Restated Credit Agreement, dated June 3, 2024 (as amended by the Amendment, the “Credit Agreement”), by and among the Company, GPIP, GPIL certain subsidiaries of GPIL, and Bank of America, N.A., as administrative agent for the lenders party thereto. Driven by, among other factors, the Company’s decision to aggressively reduce inventory, which has the effect of depressing EBITDA and therefore increasing the Consolidated Total Leverage Ratio (as defined in the Credit Agreement), the Company requested the amendment to ensure adequate flexibility.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1408075/000119312526077943/0001193125-26-077943-index.htm
- claim_id: ca45315b8d1c93b721b719fa5c193651c78037ca
  claim: GRAPHIC PACKAGING HOLDING CO amended Amendment No. 1 with Bank of America, N.A., as administrative agent (effective 2026-02-26).
  evidence_excerpt: On February 26, 2026, Graphic Packaging Holding Company (the “Company”), Graphic Packaging International Partners, LLC (“GPIP”), Graphic Packaging International, LLC, the primary operating subsidiary of the Company (“GPIL”), and certain subsidiaries of GPIL entered into Amendment No. 1 (the “Amendment”) to the Fifth Amended and Restated Credit Agreement, dated June 3, 2024
  evidence_url: https://www.sec.gov/Archives/edgar/data/1408075/000119312526077943/0001193125-26-077943-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.