Graphic Packaging Holding Company Reports Fourth Quarter and Full-Year 2025 Results

**2025 Net Sales $8.6 billion, versus $8.8 billion in 2024 ****2025 Net Income $444 million, versus $658 million in 2024 ****Waco substantially complete; total projected spend $1.67 billion, $1.58 billion through year-end 2025 ****Affirming 2026 Adjusted Free Cash Flow target of $700 million to $800 million **Initiated comprehensive review of operations and footprint, and selective review of portfolio

, /PRNewswire/ – Graphic Packaging Holding Company (NYSE: GPK) ("Graphic Packaging" or the "Company"), a global leader in sustainable consumer packaging, today reported fourth quarter and full-year 2025 results.

Net Income in fourth quarter 2025 was $71 million, or $0.24 per diluted share, versus $138 million, or $0.46 per diluted share in fourth quar…

Net Income in fourth quarter 2025 was $71 million, or $0.24 per diluted share, versus $138 million, or $0.46 per diluted share in fourth quarter 2024. Fourth quarter 2025 and 2024 Net Income were impacted by a net charge from non-recurring and special items and amortization of purchased intangibles of $14 million and $41 million, respectively. Excluding non-recurring and special items and amortization of purchased intangibles, Adjusted Net Income for the fourth quarter of 2025 was $85 million, or $0.29 per diluted share, and $179 million, or $0.59 per diluted share in fourth quarter 2024.

Net Income for full-year 2025 was $444 million, or $1.48 per diluted share, versus $658 million, or $2.16 per diluted share for full-year 2024. Full-year 2025 and 2024 Net Income were impacted by a net charge from non-recurring and special items and amortization of purchased intangibles of $95 million and $101 million, respectively. Excluding non-recurring and special items and amortization of purchased intangibles, Adjusted Net Income for full-year 2025 was $539 million, or $1.80 per diluted share, and $759 million, or $2.49 per diluted share for full-year 2024.

Robbert Rietbroek, the Company’s President and CEO said, "Consumer affordability created a challenging market for our customers and competitive pressure remains a near-term headwind. As we move into 2026, our priorities are clear: drive operational excellence; deliver exceptional customer service; improve our cost structure; and drive substantial free cash flow to strengthen the balance sheet and return capital to shareholders. I have initiated a comprehensive review of our organization structure, operations, and footprint, and a selective review of our portfolio to ensure that our resources are focused where we can create the greatest value for our shareholders."

Operating Results

Net Sales

Fourth quarter 2025 Net Sales were basically flat at $2,103 million, versus $2,095 million in the same quarter last year. A $32 million decline in sales from packaging operations reflected an approximately 1% decline in price and volume, offset by a $40 million favorable impact from foreign exchange. Innovation Sales Growth in the fourth quarter was $56 million.

Full-year 2025 Net Sales decreased 2% to $8,617 million, versus $8,807 million in the prior year. The decline was driven by a $150 million negative impact from the 2024 divestiture of the Augusta, Georgia bleached paperboard manufacturing facility and related bleached paperboard price and volume declines, and a $97 million net decline in sales from packaging operations, where price declined approximately 1% and volume was flat. Foreign exchange had a $57 million favorable impact. Full-year Innovation Sales Growth was $213 million, or approximately 2.5% of Net Sales.

EBITDA

Fourth quarter EBITDA decreased 19% to $305 million, versus $376 million in the same quarter last year. Excluding the impact of business combinations and other non-recurring and special items, Adjusted EBITDA was $311 million versus $404 million in the same quarter last year. The $93 million decline in Adjusted EBITDA was driven primarily by the impact of lower packaging price and volume, commodity and non-commodity costs, and negative Net Performance as a result of decisions taken to curtail production to reduce inventory, partially offset by an $8 million favorable foreign exchange impact. Fourth quarter Adjusted EBITDA Margin was 14.8% in 2025, and 19.3% in 2024.

Full-year EBITDA decreased 20% to $1,342 million, versus $1,677 million in the prior year. Excluding the impact of business combinations and other non-recurring and special items, Adjusted EBITDA was $1,395 million versus $1,682 million in the prior year. The $287 million decline in Adjusted EBITDA was driven primarily by the impact of lower packaging price and volume-related issues, commodity and non-commodity costs, and the 2024 divestiture of the Augusta, Georgia bleached paperboard manufacturing facility and related bleached paperboard price and volume declines ($30 million), partially offset by positive Net Performance and a $13 million favorable foreign exchange impact. Full-year Adjusted EBITDA Margin was 16.2% in 2025, and 19.1% in 2024.

Other Results

Total Debt (Long-Term, Short-Term and Current Portion) was $5,592 million for full-year 2025 compared to $5,209 million for full-year 2024. Net Debt (Total Debt less Cash and Cash Equivalents) was $5,331 million for full-year 2025 compared to $5,052 million for full-year 2024. The Company’s 2025 Net Leverage Ratio was 3.8x compared to 3.0x for full-year 2024.

Capital expenditures in fourth quarter 2025 were $127 million, versus $310 million in the same quarter last year. Capital expenditures for full-year 2025 were $935 million, versus $1,203 million in the prior year. The Waco, Texas greenfield recycled paperboard manufacturing facility is substantially complete. Total costs for the project are expected to be approximately $1.67 billion, including approximately $80 million of capitalized interest. Waco project spending through the end of 2025 totaled $1.58 billion.

The Company returned approximately $281 million to stockholders during the twelve months of 2025 through regular dividends and share repurchase activity. Year-to-date, the Company repurchased approximately 6.8 million shares of common stock for $150 million, and has reduced net shares outstanding by approximately 2.3%. Regular dividends declared were $33 million for the fourth quarter and $131 million for the full year 2025.

2026 Annual Guidance and Commentary

The Company currently expects 2026 Net Sales, Adjusted EBITDA, and Adjusted EPS of $8.4 billion to $8.6 billion, $1.05 billion to $1.25 billion, and $0.75 to $1.15, respectively. The decline in expected Adjusted EBITDA reflects a $130 million negative impact from actions taken to reduce inventory and generate free cash flow, an approximately $100 million accrual (non-cash in 2026) for a return to more normal incentive compensation, January weather and production impacts, and other largely offsetting operating items.

The Company continues to expect 2026 Adjusted Free Cash Flow in the range of $700 million to $800 million, and 2026 capital spending of approximately $450 million.

Innovation Sales Growth, Net Performance and Non-GAAP Reconciliations

We define Innovation Sales Growth as incremental sales of a product that delivers a significant change in materials used, package functionality or design to a new or existing customer. We define Net Performance as the impact of cost and productivity initiatives, production efficiencies and/or disruptions, and other operating impacts. A tabular reconciliation of EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted EPS, Adjusted Net Cash Provided by Operating Activities, Adjusted Cash Flow, Net Debt and Net Leverage is attached to this release.

Earnings Call

The Company will host a conference call at 10:00 a.m. ET today (February 3, 2026) to discuss the results of fourth quarter and full-year 2025. The conference call will be webcast and can be accessed from the Investors website at https://investors.graphicpkg.com. Participants may also listen via telephone by using the following dial-in numbers:

Toll-Free: 888-506-0062 International: 973-528-0011 Participant Access Code: 492614

Investors: [email protected]

Media: [email protected]

Forward Looking Statements

Any statements of the Company’s expectations in this press release, including, but not limited to volume and cash generation increases, 2026 Net Sales, Adjusted EBITDA and Adjusted Earnings per Diluted Share guidance, impact of actions taken to reduce inventory and generate free cash flow, 2026 Adjusted Free Cash Flow and capital spending, constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on currently available operating, financial and competitive information and are subject to various risks and uncertainties that could cause actual results to differ materially from the Company’s historical experience and its present expectations. These risks and uncertainties include, but are not limited to, inflation of and volatility in raw material and energy costs, changes in consumer buying habits and product preferences, competition with other paperboard manufacturers and product substitution, the Company’s ability to implement its business strategies, including strategic acquisitions, productivity initiatives, cost reduction plans and integration activities, as well as the Company’s debt level, currency movements and other risks of conducting business internationally, the impact of regulatory and litigation matters, including the continued availability of the Company’s U.S. federal income tax attributes to offset U.S. federal income taxes and the timing related to the Company’s future U.S. federal income tax payments. Undue reliance should not be placed on such forward-looking statements, as such statements speak only as of the date on which they are made and the Company undertakes no obligation to update such statements, except as may be required by law. Additional information regarding these and other risks is contained in the Company’s periodic filings with the Securities and Exchange Commission.

About Graphic Packaging Holding Company

Graphic Packaging Holding Company (NYSE: GPK), headquartered in Atlanta, Georgia, designs and produces consumer packaging made primarily from renewable or recycled materials. An industry leader in innovation, the Company is committed to reducing the environmental footprint of consumer packaging. Graphic Packaging operates a global network of design and manufacturing facilities serving the world’s most widely recognized brands in food, beverage, foodservice, household, and other consumer products. Learn more at www.graphicpkg.com.

**Graphic Packaging Holding Company ****Consolidated Statements of Operations **(Unaudited)

Three Months Ended December 31,

Twelve Months Ended December 31,

In millions, except per share amounts

2025

2024

2025

2024

Net Sales

$ 2,103

$ 2,095

$ 8,617

$ 8,807

Cost of Sales

1,800

1,642

7,015

6,845

Selling, General and Administrative

141

171

704

774

Other Expense, Net

Business Combinations, Exit Activities and Other Special Items, Net

(6)

Income from Operations

156

239

804

1,119

Nonoperating Pension and Postretirement Benefit Expense

(1)

(2)

(3)

Interest Expense, Net

(63)

(53)

(220)

(230)

Income before Income Taxes and Equity Income of Unconsolidated Entity

185

582

886

Income Tax Expense

(21)

(47)

(139)

(229)

Income before Equity Income of Unconsolidated Entity

138

443

657

Equity Income of Unconsolidated Entity

—

Net Income

$ 71

$ 138

$ 444

$ 658

Net Income Per Share - Basic

$ 0.24

$ 0.46

$ 1.48

$ 2.16

Net Income Per Share - Diluted

$ 0.24

$ 0.46

$ 1.48

$ 2.16

Weighted Average Number of Shares Outstanding - Basic

296.6

301.5

299.3

304.0

Weighted Average Number of Shares Outstanding - Diluted

296.9

302.7

299.8

305.1

**Graphic Packaging Holding Company Condensed Consolidated Balance Sheets **(Unaudited)

In millions, except share and per share amounts

December 31, 2025

December 31, 2024

Assets

Current Assets:

Cash and Cash Equivalents

$ 261

$ 157

Receivables, Net

760

759

Inventories, Net

1,753

1,754

Assets Held for Sale

Other Current Assets

126

Total Current Assets

2,910

2,784

Property, Plant and Equipment, Net

5,682

5,258

Goodwill

2,065

1,993

Intangible Assets, Net

670

667

Other Assets

448

442

Total Assets

$ 11,775

$ 11,144

Liabilities

Current Liabilities:

Short-Term Debt and Current Portion of Long-Term Debt

$ 549

$ 39

Accounts Payable

1,027

1,116

Other Accrued Liabilities

665

748

Total Current Liabilities

2,241

1,903

Long-Term Debt

5,022

5,145

Deferred Income Tax Liabilities

688

613

Other Noncurrent Liabilities

487

470

Shareholders’ Equity

Preferred Stock, par value $0.01 per share; 100,000,000 shares authorized; no shares issued or outstanding

—

Common Stock, par value $0.01 per share; 1,000,000,000 shares authorized; 295,128,049 and 300,163,372 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively

Capital in Excess of Par Value

1,981

2,054

Retained Earnings

1,614

1,410

Accumulated Other Comprehensive Loss

(262)

(455)

Total Graphic Packaging Holding Company Shareholders’ Equity

3,336

3,012

Noncontrolling Interest

Total Equity

3,337

3,013

Total Liabilities and Shareholders’ Equity

$ 11,775

$ 11,144

**Graphic Packaging Holding Company ****Condensed Consolidated Statements of Cash Flows **(Unaudited)

Twelve Months Ended December 31,

In millions

2025

2024

Cash Flows from Operating Activities:

Net Income

$ 444

$ 658

Adjustments to Reconcile Net Income to Net Cash Provided by (Used in) Operating Activities:

Depreciation and Amortization

536

557

Amortization of Deferred Debt Issuance Costs

Deferred Income Taxes

107

(119)

Amount of Postretirement Expense Less Than Funding

(5)

(3)

Gain on Disposal of Business

—

(75)

Share-Based Compensation Expense

Other, Net

(36)

Changes in Operating Assets and Liabilities

(200)

(269)

Net Cash Provided by Operating Activities

854

840

Cash Flows from Investing Activities:

Capital Spending

(935)

(1,203)

Acquisition of Businesses

(29)

—

Proceeds from the Sale of Business and Properties

711

Beneficial Interest on Sold Receivables

275

250

Beneficial Interest Obtained in Exchange for Proceeds

(104)

(98)

Other, Net

(2)

Net Cash Used in Investing Activities

(745)

(342)

Cash Flows from Financing Activities:

Repurchase of Common Stock

(150)

(200)

Payments on Debt

(14)

(23)

Proceeds from Issuance of Debt

750

Retirement of Long-Term debt

—

(700)

Borrowings under Revolving Credit Facilities

3,397

4,584

Payments on Revolving Credit Facilities

(3,171)

(4,747)

Debt Issuance Costs

(2)

(9)

Repurchase of Common Stock related to Share-Based Payments

(34)

(25)

Dividends Paid

(128)

(122)

Other, Net

(15)

Net Cash Used in Financing Activities

(18)

(489)

Increase in Cash and Cash Equivalents, including cash classified within assets held for sale

Less: Cash reclassified to Assets Held for Sale

—

Effect of Exchange Rate Changes on Cash

(15)

Net Increase (Decrease) in Cash and Cash Equivalents

104

(5)

Cash and Cash Equivalents at Beginning of Year

157

162

Cash and Cash Equivalents at End of Year

$ 261

$ 157

**Graphic Packaging Holding Company **Reconciliation of Non-GAAP Financial Measures

The tables below set forth the calculation of the Company’s earnings before interest expense, income tax expense, depreciation and amortization, including pension amortization ("EBITDA"), Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Earnings Per Share, Adjusted Net Cash Provided by Operating Activities, Adjusted Cash Flow, Net Leverage Ratio, and Total Net Debt. Adjusted EBITDA and Adjusted Net Income exclude charges associated with: the Company’s business combinations, facility shutdowns, non-recurring and other special items. The Company’s management believes that the presentation of EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings Per Share, Adjusted Net Cash Provided by Operating Activities, Adjusted Cash Flow, and Net Leverage Ratio provides useful information to investors because these measures are regularly used by management in assessing the Company’s performance. EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings Per Share, Adjusted Net Cash Provided by Operating Activities, Adjusted Cash Flow, and Net Leverage Ratio, are financial measures not calculated in accordance with generally accepted accounting principles in the United States ("GAAP"), and are not measures of net income, operating income, operating performance, liquidity or net sales presented in accordance with GAAP.

EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings Per Share, Adjusted Net Cash Provided by Operating Activities, Adjusted Cash Flow, and Net Leverage Ratio should be considered in addition to results prepared in accordance with GAAP, but should not be considered substitutes for or superior to GAAP results. In addition, our EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings Per Share, Adjusted Net Cash Provided by Operating Activities, Adjusted Cash Flow, and Net Leverage Ratio may not be comparable to Adjusted EBITDA or similarly titled measures utilized by other companies since such other companies may not calculate such measures in the same manner as we do.

Three Months Ended December 31,

Twelve Months Ended December 31,

In millions, except per share amounts

2025

2024

2025

2024

Net Income

$ 71

$ 138

$ 444

$ 658

Add (Subtract):

Income Tax Expense

139

229

Equity Income of Unconsolidated Entity

—

(1)

Interest Expense, Net

220

230

Depreciation and Amortization

150

138

540

561

EBITDA

305

376

1,342

1,677

(Gains) Charges Associated with Business Combinations, Exit Activities and Other Special Items, Net

(6)

Other Non-Recurring Items(a)

—

Adjusted EBITDA

$ 311

$ 404

$ 1,395

$ 1,682

Adjusted EBITDA Margin (Adjusted EBITDA/Net Sales)

14.8 %

19.3 %

16.2 %

19.1 %

Net Income

$ 71

$ 138

$ 444

$ 658

(Gains) Charges Associated with Business Combinations, Exit Activities and Other Special Items, Net

(6)

Other Non-Recurring Items(a)

—

Accelerated Depreciation Related to Exit Activities

Amortization Related to Purchased Intangible Assets

Tax Impact of Adjustments

(10)

(11)

(35)

(6)

Adjusted Net Income

$ 85

$ 179

$ 539

$ 759

Adjusted Earnings Per Share - Basic

$ 0.29

$ 0.59

$ 1.80

$ 2.50

Adjusted Earnings Per Share - Diluted

$ 0.29

$ 0.59

$ 1.80

$ 2.49



(a)	Represents items management believes are not indicative of ongoing operating performance, including CEO severance expense and one-time charges for software licenses related to reduction in usage tied to cost optimization initiatives and write-offs of implementation costs related to software that is no longer in use.

**Graphic Packaging Holding Company ****Reconciliation of Non-GAAP Financial Measures **(Continued)

Twelve Months Ended

In millions

December 31, 2025

December 31, 2024

December 31, 2023

Net Income

$ 444

$ 658

$ 723

Add (Subtract):

Income Tax Expense

139

229

210

Equity Income of Unconsolidated Entity

(1)

Interest Expense, Net

220

230

239

Depreciation and Amortization

540

561

624

EBITDA

1,342

1,677

1,795

Charges Associated with Business Combinations, Exit Activities and Other Special Items, Net

Other Non-Recurring Items (a)

—

Adjusted EBITDA

$ 1,395

$ 1,682

$ 1,876

Calculation of Net Debt:

2025

2024

2023

Short-Term Debt and Current Portion of Long-Term Debt

$ 549

$ 39

$ 764

Long-Term Debt (b)

5,043

5,170

4,632

Less:

Cash and Cash Equivalents

(261)

(157)

(162)

Net Debt

$ 5,331

$ 5,052

$ 5,234

Net Leverage Ratio (Total Net Debt/Adjusted EBITDA)

3.8

3.0

2.8



(a)	Represents items management believes are not indicative of ongoing operating performance, including CEO severance expense and one-time charges for software licenses related to reduction in usage tied to cost optimization initiatives and write-offs of implementation costs related to software that is no longer in use.
(b)	Excludes unamortized deferred debt issue costs.

Twelve Months Ended December 31,

In millions

2025

2024

Net Cash Provided by Operating Activities

$ 854

$ 840

Net Cash Receipts from Receivables Sold included in Investing Activities

171

152

Cash Payments Associated with Business Combinations, Exit Activities and Other Special Items, Net

184

Adjusted Net Cash Provided by Operating Activities

$ 1,104

$ 1,176

Capital Spending

(935)

(1,203)

Adjusted Cash Flow

$ 169

$ (27)

SOURCE Graphic Packaging Holding Company

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