GRAPHIC PACKAGING HOLDING CO
For the period ended Sep 30, 2026. Filed Nov 3, 2026.
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Sep 30, 2026 · Filed Nov 3, 2026
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Item 5. Other Information
Covenant Amendment
On November 2, 2026, the Company, GPIP, GPIL, and certain subsidiaries of GPIL entered into Amendment No. 2 ("Amendment 2") to the Fifth Amended and Restated Credit Agreement, dated June 3, 2024 (as amended by Amendment 1 to the Fifth Amended and Restated Credit Agreement, dated as of February 26, 2026, 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. Amendment 2 extends the covenant relief period applicable to the Consolidated Total Leverage Ratio through September 30, 2028. Amendment 2 increases the existing maximum Consolidated Total Leverage Ratio covenant to:
5.25 to 1.00 for the period ending March 31, 2027;
5.00 to 1.00 for the periods ending June 30, 2027 and September 30, 2027;
4.75 to 1.00 for the periods ending December 31, 2027 and March 31, 2028;
4.50 to 1.00 for the periods ending June 30, 2028 and September 30, 2028; and
4.25 to 1.00 for December 31, 2028 and thereafter.
Amendment 2 also modifies the debt incurrence provisions by (i) replacing the existing secured debt incremental basket with an unlimited basket, subject to a 3.50x Senior Secured Leverage test and (ii) eliminating future inside maturity debt capacity. The Company requested the amendment as a risk mitigation measure due to the current dynamic macro environment. The foregoing description of Amendment 2 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment 2 which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
Insider Trading Arrangements
During the quarter ended September 30, 2026, no director or officer adopted orterminated any contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement (as defined in Regulation S-K Item 408(c)).
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