Graphic Packaging, together with its subsidiaries, designs, produces, and sells consumer packaging products. Its customers include businesses in the food, foodservice, beverage, household, and other consumer product industries in the Americas, Europe, and the Asia Pacific. The Company sells its products through sales offices, as well as through broker arrangements with third parties.
At all relevant times, Defendants touted the purported strength and stability of Graphic Packaging’s business model and operations, as well as its purported ability to deliver on its cost and inventory reduction, free cash flow (FCF”), and profitability goals, notwithstanding ongoing and persistent market headwinds challenging the Company’s and its customers’ businesses.
Indeed, in February 2025, despite its President and Chief Executive Officer (“CEO”), Defendant Michael P. Doss (“Doss”), acknowledging “unusual volume challenges for the industry and our customers” over the past several years, Graphic Packaging forecasted full year (“FY”) 2025 net sales, adjusted EBITDA, and adjusted earnings per share (“EPS”) of $8.7 billion to $8.9 billion, $1.68 billion to $1.78 billion, and $2.53 to $2.78, respectively, excluding foreign exchange impacts. Defendant Doss attributed the Company’s ability to weather the aforementioned headwinds to its overall business model and operations, asserting that Defendants would continue to “build on” the Company’s “consisten[t]” and “profit[able]” and “strong and steady” results in 2025.
The complaint alleges that, throughout the Class Period, Defendants made materially false and misleading statements regarding the Company’s business, operations, and prospects. Specifically, Defendants made false and/or misleading statements and/or failed to disclose that: (i) Graphic Packaging was experiencing, inter alia, significant inventory management issues, as well as significantly reduced demand and volumes and increased costs; (ii) Defendants downplayed the true scope and severity of the foregoing issues, which were likely to, and did, have a material negative impact on the Company’s business and financial results; (iii) Defendants likewise overstated the strength and sustainability of the Company’s business model and operations, as well as its ability to weather ongoing macroeconomic headwinds; (iv) accordingly, the Company’s previously issued FY 2025 financial guidance was unreliable and/or unrealistic; and (v) as a result, Defendants’ public statements were materially false and misleading at all relevant times.
The truth began to emerge on May 1, 2025, when Graphic Packaging issued a press release reporting its first quarter (“Q1”) 2025 financial results. Among other results, the press release reported Q1 non-GAAP EPS of $0.51, missing consensus estimates by $0.07, and revenue of $2.12 billion, representing a 6.2% year-over-year decline, and missing consensus estimates by $10 million. The press release further revealed that the Company had negatively revised its previously issued FY 2025 net sales outlook to a range of $8.2 billion to $8.5 billion, significantly down from its prior guidance of $8.7 billion to $8.9 billion; its adjusted EBITDA outlook to a range of $1.4 billion to $1.6 billion, significantly down from its prior guidance of $1.68 billion to $1.78 billion; and its adjusted EPS outlook to a range of $1.75 to $2.25, significantly down from its prior guidance of $2.53 to $2.78. The Company blamed the negatively revised guidance on “an expectation of a 2% volume decline and $80 million of input cost inflation at the midpoint”, as well as “higher macroeconomic and consumer spending uncertainty.”
On this news, Graphic Packaging’s stock price fell $3.94 per share, or 15.57%, to close at $21.37 per share on May 1, 2025.
On December 8, 2025, Graphic Packaging issued a press release announcing that it “plans to accelerate certain inventory reduction plans into the fourth quarter that were originally planned for 2026”, and that “[p]roduction curtailment is expected to impact fourth quarter operating results by $15 million, which is in addition to the $15 million relating to” certain earlier-announced curtailments. The Company further revealed that it had negatively revised its FY 2025 financial guidance again, now expecting its adjusted EBITDA “to be in the range of $1.38 billion to $1.43 billion”—significantly below its previously revised guidance of $1.4 billion to $1.45 billion—and adjusted EPS “to be in the range of $1.75 to $1.95″—significantly below its previously revised guidance of $1.80 to $2.00.
In a separate press release issued the same day, Graphic Packaging announced that Defendant Doss had “mutually agreed with [its] Board of Directors to step down from his role [as President and CEO] and as a director effective December 31, 2025.”
Following these disclosures, Graphic Packaging’s stock price fell $1.35 per share, or 8.66%, to close at $14.23 per share on December 9, 2025.
Then, on February 3, 2026, Graphic Packaging issued a press release reporting its fourth quarter (“Q4”) and FY 2025 financial results. Among other results, Graphic Packaging reported Q4 non-GAAP EPS of $0.29, missing consensus estimates by $0.06. The Company attributed its disappointing Q4 2025 earnings results to, inter alia, lower volumes, increased costs, and inventory reduction. Further, Graphic Packaging projected a meaningful decline in adjusted EBITDA in 2026, citing “a $130 million negative impact from actions taken to reduce inventory and generate [FCF], 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.”
In the same press release, Graphic Packaging’s new President and CEO, Robbert Rietbroek, announced that he had “initiated a comprehensive review of our organization structure, operations, and footprint,” among other aspects of the Company’s business, thereby confirming the weakness and unsustainability of its present business model and operations.
On this news, Graphic Packaging’s stock price fell $2.36 per share, or 15.97%, to close at $12.42 per share on February 3, 2026.
