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):
January 5, 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 5, 2026, Graphic Packaging Holding Company (the “Company”) and Lauren S. Tashma, the Company’s Executive Vice President, General Counsel and Secretary (the “General Counsel”) initiated a transition process whereby Ms. Tashma will depart from her current role with the Company. To assist with the transition process, Ms. Tashma has relinquished her position with the Company as of January 6, 2026, but retains her positions as an officer or director of certain subsidiaries and remains an employee through the end of the day on March 1, 2026. As a result of her departure, Ms. Tashma is expected to be eligible for the separation benefits payable upon a separation from service initiated by the Company under the terms of the Company’s Executive Severance Plan. Ms. Tashma is expected to enter into a Release Agreement to memorialize the terms of this arrangement that will also contain a general release of claims. The Company also expects to enter into a transition services agreement with Ms. Tashma to support other ongoing matters.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| By: | /s/ Laura Lynn Church | |||||
| Vice President, Assistant General Counsel and Assistant Secretary | ||||||
| Date: January 8, 2026 | ||||||