8-K

/s/ Daniel S. Fishbein

Daniel S. Fishbein

Date: September 3, 2026

Executive Vice President, General Counsel and Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): September 3, 2026

GRAPHIC PACKAGING HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Delaware

001-33988

26-0405422

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1500 Riveredge Parkway

Atlanta, Georgia 30328

(Address of principal executive offices)

(770) 240-7200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol

Name of Each Exchange

on Which Registered

Common Stock, $0.01 par value per share

GPK

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

☐ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 3, 2026, Graphic Packaging International, LLC (“Graphic Packaging” or the “Company”), the primary operating subsidiary of Graphic Packaging Holding Company, entered into a loan agreement with the Mission Economic Development Corporation (“MEDC”) for the proceeds of the MEDC’s offering of $115.2 million aggregate principal amount of tax-exempt “green” bonds due 2064 with a mandatory purchase date of June 1, 2030 (the “Tax-Exempt Green Bonds”). The offering was executed through the MEDC Private Activity Bond Program.

The Tax-Exempt Green Bonds were issued at a premium of 2.677% and bear interest at an annual rate of 5.00%. Net proceeds will be approximately $116.2 million after underwriters’ discount and other fees and expenses. The equivalent all-in yield will be 4.17%. The Tax-Exempt Green Bonds will be special, limited obligations of the MEDC (as issuer) and will be payable from and secured by a pledge of payments to be made under the Loan Agreement by and between the MEDC and Graphic Packaging. The Company will use the net proceeds to pay down its higher cost senior secured revolving facility.

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