Graphic Packaging Holding Company (GPK) Securities Class Action Lawsuit Update

• Case Name: Thurber v. Graphic Packaging Holding Company, et al.
• Case No.: 1:26-cv-03790
• Jurisdiction: United States District Court for the Southern District of New York
• Filed on: May 7, 2026
• Class Period: February 4, 2025 through February 2, 2026

Introduction

On May 7, 2026, a federal securities class action was filed in the United States District Court for the Southern District of New York against Graphic Packaging Holding Company and two of its former senior executives, President and CEO Michael P. Doss and Executive Vice President and CFO Stephen R. Scherger. The lawsuit, brought by Pomerantz LLP on behalf of investors who purchased Graphic Packaging securities between February 4, 2025 and February 2, 2026, alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.

Graphic Packaging, a consumer packaging company that designs, produces, and sells products for the food, beverage, and household industries, entered 2025 projecting a year of strength. Doss and Scherger painted a picture of a business built for resilience, one capable of delivering "strong and steady" margins and "consistent" profitability despite what they acknowledged were "unusual volume challenges" across the industry. The Company issued full-year 2025 guidance calling for net sales of $8.7 billion to $8.9 billion, adjusted EBITDA of $1.68 billion to $1.78 billion, and adjusted EPS of $2.53 to $2.78. According to the complaint, investors purchased Graphic Packaging securities at artificially inflated prices, relying on the integrity of the market and on Defendants' statements. They were told that elevated inventory levels were intentional, that customer demand was being met, and that results would "wash through pretty quickly" as the Company's new Waco, Texas paperboard mill came online.

The cracks appeared on May 1, 2025, when Graphic Packaging slashed its full-year guidance across every major metric, blaming a 2% volume decline and $80 million of input cost inflation. Shares plunged 15.57% in a single session, touching a new 52-week low on volume more than three times the daily average. The complaint alleges that additional disclosures followed.

On December 8, 2025, the Company disclosed accelerated inventory curtailments, cut guidance again, and announced that Doss had "mutually agreed" with the Board to step down as CEO, a departure that multiple analysts characterized as "unexpected."

Shares fell another 8.66%. Then, on February 3, 2026, Graphic Packaging reported a Q4 earnings miss and projected a steep decline in 2026 EBITDA, citing $130 million in negative impact from inventory-reduction actions that the complaint alleges Defendants had previously described as manageable. The stock dropped 15.97%, closing at $12.42 per share, a far cry from the confidence that had opened the class period.

> “Most GPK shareholders never file or join the class action, which means they miss out on potential recovery funds,” said Attorney Joseph Levi.

Backdrop and Business Context

Graphic Packaging Holding Company is a Delaware corporation headquartered in Atlanta, Georgia. Its common stock trades on the New York Stock Exchange under the ticker symbol “GPK.” The company designs, produces, and sells consumer-packaging products for customers in the food, foodservice, beverage, household, and other consumer-product industries across the Americas, Europe, and Asia Pacific.

Graphic Packaging’s public filings describe it as a global provider of sustainable consumer packaging and one of the largest producers of cartons, containers, and paperboard-based foodservice packaging solutions in the United States and Europe. In 2025, the company reported approximately $8.617 billion in net sales, compared with $8.807 billion in 2024, and had more than 23,000 employees across more than 100 locations in over 25 countries.

The company’s business is centered on paperboard packaging sold to consumer packaged goods companies and foodservice customers. Its Americas Paperboard Packaging segment serves food, beverage, consumer-product, foodservice, and quick-service restaurant customers in the Americas, while its International Paperboard Packaging segment serves similar markets outside the Americas. Graphic Packaging also produces paperboard at its own manufacturing facilities and converts paperboard into cartons and containers at packaging facilities.

Graphic Packaging expanded its international footprint through its 2021 acquisition of AR Packaging Group AB and launched a recycled paperboard facility in Waco, Texas in November 2025. Against this backdrop, the complaint alleges that Defendants touted the strength and stability of Graphic Packaging’s business model, inventory-management capabilities, and ability to meet cost, inventory-reduction, free-cash-flow, and profitability goals despite market headwinds. The complaint further alleges that Defendants failed to disclose significant inventory-management issues, reduced demand and volumes, and increased costs, and that they overstated the strength and sustainability of the company’s business model and the reliability of its FY 2025 guidance.

Promises Made vs. Reality

When Graphic Packaging reported its fourth quarter and full-year 2024 results on February 4, 2025, Defendant Doss framed the year ahead as an extension of proven success. "In 2024, we demonstrated the value of the Graphic Packaging business model, generating a level of consistency and profitability in line with other leading consumer packaging companies," he told investors. The Company would "build on that success" in 2025, he assured, "driving competitive advantage in recycled paperboard across all of North America, and expanding our innovation capabilities into new markets and new product categories around the world." Defendant Scherger reinforced this narrative on the same earnings call, characterizing margins as "strong and steady" and representing that even under the most conservative assumptions, "margins would be in the 19% range, which again speaks to the strength of the business model."

Analysts pressed the executives on a critical vulnerability: inventory. One questioned whether inventory levels, which had "jumped up since 2018" and "kicked up a little bit in 2023 and 2024," were intentional. Doss answered confidently, explaining that some rebuilding was necessary after pandemic-era depletion and that additional paperboard had been stockpiled in preparation for the Waco mill startup. "You'll see that wash through pretty quickly as Waco comes online, we expect to harvest that working capital," he stated. When a second analyst asked whether inventories were "balanced where you want to be," Doss reiterated: "We feel about where we're at. Our on-time delivery is very high, and we're servicing them very well." As quoted in the complaint, these were specific assurances delivered directly to analysts on earnings calls, addressing the precise operational topics that the complaint alleges Defendants knew were misleading. They were specific assurances from the Company's most senior leaders, delivered directly to investors and analysts on earnings calls.

The narrative persisted through mid-2025. Even after the May 1 guidance cut, Defendants continued to characterize their challenges as manageable. Doss acknowledged a "small volume decline" but emphasized innovation and market positioning. On the Q2 earnings call in July, Scherger described aggressive inventory management, stating that the Company had "took over 50,000 tons of inventory out" in the first half and that second-half margins would be "meaningfully better." Doss reinforced investor confidence by telling analysts that demand was "strong" and that he had received "no indications" from customers that it would diminish. By November 4, 2025, during the Q3 call, Doss was still assuring investors that the Company was "focused on the things we can control" and that production curtailments were being executed to "protect our margin profile and to protect our volume."

As alleged in the complaint, these statements were materially false and misleading. Graphic Packaging was experiencing significant inventory management issues, substantially reduced demand and volumes, and escalating costs that the complaint alleges Defendants downplayed. The complaint alleges that the Company’s FY 2025 financial guidance was unreliable and/or unrealistic as Defendants issued, revised, and discussed guidance during the class period. The complaint alleges that Defendants overstated the strength and sustainability of the business model while concealing the true scope and severity of the operational deterioration unfolding beneath the surface.

Timeline of Alleged Misconduct and Disclosures

Class Period: February 4, 2025 -- February 2, 2026, inclusive.

February 4, 2025: Class period opens. Graphic Packaging issues a press release reporting Q4 and FY 2024 results and provides FY 2025 guidance: net sales of $8.7 billion to $8.9 billion, adjusted EBITDA of $1.68 billion to $1.78 billion, and adjusted EPS of $2.53 to $2.78. CEO Doss touts "strong and steady margins" and the strength of the business model. On the accompanying earnings call, Doss and Scherger assure investors that elevated inventory is intentional and will "wash through pretty quickly."

February 12, 2025: Graphic Packaging files its 2024 10-K with the SEC, including Sarbanes-Oxley certifications signed by Defendants Doss and Scherger attesting that the filing contains no untrue statements of material fact.

May 1, 2025: Alleged First Corrective Disclosure. Graphic Packaging reports Q1 2025 results: non-GAAP EPS of $0.51 (missing consensus by $0.07), revenue of $2.12 billion (down 6.2% year-over-year, missing estimates by $10 million). The Company slashes FY 2025 guidance: net sales to $8.2 billion to $8.5 billion, adjusted EBITDA to $1.4 billion to $1.6 billion, and adjusted EPS to $1.75 to $2.25. Cites 2% volume decline and $80 million of input cost inflation. Stock falls 15.57% to close at $21.37, hitting a new 52-week low on volume of 8.39 million shares (versus a 2.73 million average).

May 1, 2025: Also on this date, Graphic Packaging files its Q1 2025 10-Q with SOX certifications. During the Q1 earnings call, Doss downplays the miss, citing "near-term challenges" that are not "long-term in nature." Scherger states the Company will be "aggressively matching supply and demand for the remainder of the year."

July 29, 2025: Graphic Packaging reports Q2 2025 results. Raises the bottom range of FY 2025 guidance. On the earnings call, Doss states demand is "strong" and Scherger says second-half margins will be "meaningfully better."

October 9, 2025: Graphic Packaging files an 8-K disclosing the resignation of CFO Scherger, effective November 7, 2025.

November 4, 2025: Graphic Packaging reports Q3 2025 results. Doss represents the Company is "focused on the things we can control" and that production curtailments will "protect our margin profile." Files Q3 2025 10-Q with SOX certifications.

December 8, 2025: Alleged Second Corrective Disclosure. Graphic Packaging announces accelerated inventory reduction plans, with production curtailments expected to cost an additional $15 million on top of a previously announced $15 million. FY 2025 guidance cut again: adjusted EBITDA to $1.38 billion to $1.43 billion, adjusted EPS to $1.75 to $1.95. In a separate press release, the Company announces CEO Doss has "mutually agreed" to step down effective December 31, 2025. Stock falls 8.66% to $14.23 on December 9, 2025, with trading volume spiking to more than seventeen times the 20-day average.

February 3, 2026: Alleged Third Corrective Disclosure. Graphic Packaging reports Q4 and FY 2025 results: Q4 non-GAAP EPS of $0.29 (missing consensus by $0.06), Q4 adjusted EBITDA down 19% year-over-year. The Company projects a meaningful decline in 2026 adjusted EBITDA, citing a $130 million negative impact from inventory reduction actions, approximately $100 million in incentive compensation accruals, and weather and production impacts. New CEO Rietbroek announces a “comprehensive review” of the Company’s organization, operations, and footprint, which the complaint alleges confirmed weakness in the business model. Stock falls 15.97% to $12.42.

Investor Harm and Market Reaction

The complaint alleges that three corrective disclosures were followed by significant stock-price declines. The complaint alleges that investors suffered significant losses following these disclosures.

The first blow landed on May 1, 2025, when the Company's Q1 2025 earnings miss and sweeping guidance cut shattered the narrative of resilience that Defendants had constructed. Graphic Packaging shares plunged $3.94 per share, or 15.57%, to close at $21.37.

As Bloomberg reported, the decline was the Company's worst single-day drop since October 2018. Volume surged to 8.39 million shares, more than three times the daily average of 2.73 million, according to the complaint’s cited market reports.

The second round of damage came on December 9, 2025, the trading session following the December 8 disclosures of accelerated inventory curtailments, another guidance cut, and the unexpected departure of CEO Doss. Shares fell $1.35, or 8.66%, to close at $14.23. Bloomberg reported that the stock opened down more than 8%, with volume spiking to over seventeen times the 20-day average for that time of day. Multiple analysts characterized Doss's departure as "unexpected," which the complaint alleges added to market concern over the Company’s disclosures.

The largest alleged corrective-disclosure decline occurred on February 3, 2026, after Graphic Packaging reported a Q4 earnings miss, projected a steep 2026 EBITDA decline driven in part by $130 million in inventory-reduction impacts, and announced a comprehensive business review that the complaint alleges revealed weaknesses in the business model Defendants had championed. Shares cratered $2.36, or 15.97%, to close at $12.42. The complaint alleges that investors who purchased Graphic Packaging securities during the class period suffered significant losses and damages after the alleged corrective disclosures as the stock declined from its class period levels to close at just $12.42 per share.

Litigation and Procedural Posture

The lawsuit was filed on May 7, 2026, in the Southern District of New York. The proposed class includes investors who purchased or acquired Graphic Packaging securities between February 4, 2025 and February 2, 2026. The defendants include Graphic Packaging Holding Company, former President, CEO and Director Michael P. Doss, and former Executive Vice President and CFO Stephen R. Scherger.

The complaint asserts claims under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder against all Defendants, and under Section 20(a) of the Exchange Act against the Individual Defendants as controlling persons of Graphic Packaging.

Scienter allegations center on the Individual Defendants' positions of authority, their access to material non-public information, and their personal financial incentives. During the class period, Defendant Doss sold nearly 1.6 million shares of Graphic Packaging common stock, enriching himself by over $7 million. Defendant Scherger sold 65,529 shares, enriching himself by nearly $1.8 million. The complaint further alleges that inventory management and demand alignment were of "paramount importance" during the class period, as evidenced by the highly specific and repeated statements the Individual Defendants made on these exact topics in press releases and earnings calls. Procedurally, the case was filed on May 7, 2026, and seeks class certification under Federal Rule of Civil Procedure 23(a) and (b)(3). The class consists of all persons and entities other than Defendants who purchased or otherwise acquired Graphic Packaging securities during the class period and were damaged by the alleged corrective disclosures. Lead plaintiff submissions are due July 6, 2026. The case is in its earliest stages, and the complaint seeks class certification, which has not yet been ruled on.

SEC Filings & Risk Factors

The complaint places significant emphasis on Graphic Packaging’s SEC filings, including its 2024 Form 10-K and multiple quarterly Form 10-Q filings throughout 2025.

Throughout the class period, Graphic Packaging's periodic filings presented a portrait of a company closely aligned with its customers and capable of tailoring its operations to meet demand. The 2024 10-K, filed on February 12, 2025, stated that the Company "works closely with its customers to understand their needs" and described an organizational structure designed to bring "the full resources of its global and local manufacturing capabilities to all of its customers with the goal of delivering packaging solutions that are more circular, more functional, and more convenient."

This same language was repeated verbatim in the Q1 2025 10-Q, the Q2 2025 10-Q, and the Q3 2025 10-Q. Appended to each of these filings were Sarbanes-Oxley certifications signed by Defendants Doss and Scherger (or, for later filings, by Doss alone following Scherger's October resignation). In these certifications, the Individual Defendants affirmed that each report "does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading" and that "the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant."

The complaint alleges that these filings violated Item 105 of SEC Regulation S-K, which requires disclosure of "material factors that make an investment in the registrant speculative or risky," and Item 303, which requires disclosure of "known trends or uncertainties that have had or that are reasonably likely to have a material favorable or unfavorable impact on net sales or revenues or income from continuing operations."

Specifically, the filings failed to disclose that Graphic Packaging was experiencing significant inventory management issues, substantially reduced demand and volumes, and escalating costs. The complaint alleges these were not merely hypothetical risks, but known conditions that were undermining the Company’s financial trajectory during the class period.

The gap between what was disclosed and what should have been disclosed is illustrated most starkly by the trajectory of the Company's own guidance. The filings repeatedly characterized the business model as capable of generating strong, steady margins across varying market conditions. Yet within months, the Company's adjusted EBITDA guidance underwent a series of revisions: from $1.68 billion to $1.78 billion at the start of the class period, down to $1.4 billion to $1.6 billion in May, partially raised to at least $1.45 billion in July before being narrowed to $1.45 billion to $1.55 billion in November, and then cut again to $1.38 billion to $1.43 billion in December. By February 2026, the Company was projecting 2026 adjusted EBITDA of just $1.05 billion to $1.25 billion, citing a $130 million negative impact from inventory-related issues that the complaint alleges Defendants previously described as manageable. According to the complaint, the risk factors and operational descriptions gave investors no indication that this magnitude of alleged deterioration was underway or reasonably foreseeable.

How to Join the Graphic Packaging Holding Company (GPK) Class Action

• Confirm you purchased GPK shares during the February 4, 2025 through February 2, 2026 class period
• Review eligibility details with counsel handling the litigation
• Gather trade confirmations and brokerage statements documenting purchases and losses
• Click here to check eligibility

Disclaimer: This shareholder alert is for informational purposes only and does not constitute legal advice. Consult a qualified attorney for personalized guidance. No specific outcomes are guaranteed.