GRAPHIC PACKAGING HOLDING CO

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Interim Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Interim Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, 2026.

Remediation of Previously Identified Material Weakness in Internal Control over Financial Reporting

As previously disclosed in “Part II, Item 9A. Controls and Procedures” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the Company identified a material weakness with respect to the design and maintenance of effective controls for communicating and sharing certain information with the Board of Directors. Specifically, there was a lack of transparency related to certain capital expenditures, which resulted in the Company exceeding the delegation of authority for certain capital projects as well as the annual Board-approved capital expenditure limits. The material weakness enabled certain former members of the Company’s senior management to not obtain authorization from the Board of Directors related to certain capital expenditures but did not result in a misstatement to the Company’s consolidated financial statements.

During the second quarter of 2026, management, with oversight of the Audit Committee and Board of Directors, implemented measures to appropriately enhance its controls and procedures related to the delegation of authority for certain capital projects and transparency with the Board of Directors related to certain capital expenditures and annual Board-approved capital expenditure limits. The enhanced controls and procedures strengthen Board-level approval, monitoring, escalation, and documentation requirements over capital expenditures and align with the remediation objectives disclosed in Item 9A of the 2025 Form 10-K.

As part of its remediation efforts, management designed and implemented the following controls:

•The Board of Directors approved delegation of authority was updated to clearly define Board-level and management approval thresholds and governance requirements for capital expenditures, supported by a new formal policy;

•Board-level capital expenditure governance activities were separated and formalized into two distinct controls related to (1) the approval of the annual capital expenditure plan and (2) the approval of certain capital projects by the Board of Directors in accordance with the Board-defined approval thresholds in the updated delegation of authority;

•On a quarterly basis, management performs separate but complementary reviews of capital expenditures to ensure (1) complete, accurate, and timely communication of capital expenditure information to the Board and (2) required escalation and documented Board approval before approved annual funding levels or project authorization limits are exceeded.

During the second quarter of 2026, management completed the design and implementation of the controls in response to the material weakness. During the third quarter, management completed the testing of these control activities and determined they have been appropriately designed and operated effectively for a sufficient period of time to conclude that the previously identified material weakness has been remediated as of September 30, 2026.

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting during the fiscal quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.