GPK Graphic Packaging Holding Co - 8-K

Item 2.03

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

On May 19, 2026, Graphic Packaging International, LLC (“Graphic Packaging”), 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 approximately $141.4 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 is being executed through the MEDC Private Activity Bond Program and is expected to close on or about June 2, 2026, subject to the satisfaction of customary closing conditions.

The Tax-Exempt Green Bonds will be issued at a premium of 2.545% and will bear interest at an annual rate of 5.00%. Gross proceeds will be approximately $145 million before underwriters’ discount and other fees and expenses. The net proceeds will be approximately $143.85 million before fees and expenses. The equivalent all-in yield will be 4.30%. 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.

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