# SILGAN HOLDINGS INC (SLGN)

Informational only - not investment advice.

CIK: 0000849869
SIC: 3411 Metal Cans
SIC breadcrumb: [Manufacturing](/division/D/) > [SIC Major Group 34](/major-group/34/) > [SIC 3411 Metal Cans](/industry/3411/)
Latest 10-K filed: 2026-02-26
SEC page: https://www.sec.gov/edgar/browse/?CIK=849869
Filing source: https://www.sec.gov/Archives/edgar/data/849869/000162828026012202/slgn-20251231.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 6483166000 | USD | 2025 | 2026-02-26 |
| Net income | 288403000 | USD | 2025 | 2026-02-26 |
| Assets | 9397083000 | USD | 2025 | 2026-02-26 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-26. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000849869.json. Derived margins are computed from the extracted annual SEC facts.

| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue |  |  | 4,448,875,000 | 4,489,927,000 | 4,921,943,000 | 5,677,105,000 | 6,411,499,000 | 5,988,205,000 | 5,854,694,000 | 6,483,166,000 |
| Net income |  |  | 223,994,000 | 193,814,000 | 308,722,000 | 359,081,000 | 340,848,000 | 325,965,000 | 276,378,000 | 288,403,000 |
| Gross profit | 511,849,000 | 634,548,000 | 689,763,000 | 713,744,000 | 867,399,000 | 918,416,000 | 1,047,809,000 | 992,558,000 | 1,011,775,000 | 1,149,424,000 |
| Diluted EPS | 1.27 | 2.42 | 2.01 | 1.74 | 2.77 | 3.23 | 3.07 | 2.98 | 2.58 | 2.70 |
| Assets | 3,149,390,000 | 4,645,449,000 | 4,579,294,000 | 4,931,059,000 | 6,511,586,000 | 7,770,846,000 | 7,345,757,000 | 7,611,236,000 | 8,584,668,000 | 9,397,083,000 |
| Stockholders' equity |  |  | 881,265,000 | 1,023,322,000 | 1,252,873,000 | 1,562,696,000 | 1,718,256,000 | 1,889,358,000 | 1,989,581,000 | 2,274,301,000 |
| Cash and cash equivalents | 24,690,000 | 53,533,000 | 72,819,000 | 203,824,000 | 409,481,000 | 631,439,000 | 585,622,000 | 642,923,000 | 822,854,000 | 1,080,659,000 |
| Net margin |  |  | 5.03% | 4.32% | 6.27% | 6.33% | 5.32% | 5.44% | 4.72% | 4.45% |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000849869.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2022-Q2 | 2022-06-30 |  |  | 0.83 | reported discrete quarter |
| 2022-Q3 | 2022-09-30 |  |  | 1.25 | reported discrete quarter |
| 2023-Q1 | 2023-03-31 |  |  | 0.65 | reported discrete quarter |
| 2023-Q2 | 2023-06-30 | 1,426,727,000 | 78,890,000 | 0.71 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 1,803,101,000 | 110,617,000 | 1.02 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 1,340,096,000 | 64,429,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-31 | 1,317,038,000 | 55,164,000 | 0.52 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 1,381,365,000 | 76,097,000 | 0.71 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 1,745,124,000 | 100,053,000 | 0.93 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 1,411,167,000 | 45,064,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 1,466,661,000 | 67,962,000 | 0.63 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 1,539,161,000 | 88,944,000 | 0.83 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 2,008,739,000 | 113,293,000 | 1.06 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 1,468,605,000 | 18,204,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 1,561,258,000 | 63,039,000 | 0.60 | reported discrete quarter |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/849869/000162828026031008/slgn-20260331.htm

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization.
Confidence: high
Filing date: 2026-05-06
Report date: 2026-03-31

Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statements included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q that are not historical facts are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and Securities Exchange Act of 1934, as amended.  Such forward-looking statements are made based upon management’s expectations and beliefs concerning future events impacting us and therefore involve a number of uncertainties and risks, including, but not limited to, those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in our other filings with the Securities and Exchange Commission.  As a result, the actual results of our operations or our financial condition could differ materially from those expressed or implied in these forward-looking statements.

General

We are a leading manufacturer and supplier of sustainable rigid packaging solutions for the world's essential consumer goods products.  We currently produce dispensing and specialty closures for the fragrance and beauty, food, beverage, personal and health care, home care and lawn and garden markets; steel and aluminum containers for pet and human food and general line products; and custom designed plastic containers for the pet and human food, consumer health and pharmaceutical, personal care, home care, lawn and garden and automotive markets. We are a leading worldwide manufacturer of dispensing and specialty closures, a leading manufacturer of metal containers in North America and Europe, and a leading manufacturer of custom containers in North America for a variety of markets.

Our objective is to increase shareholder value by efficiently deploying capital and management resources to grow our business, reduce operating costs and build sustainable competitive positions, or franchises, and to complete acquisitions that generate attractive cash returns.  We have grown our net sales and income from operations largely through acquisitions but also through internal growth, and we continue to evaluate acquisition opportunities in the consumer goods packaging market. If acquisition opportunities are not identified over a longer period of time, we may use our cash flow to repay debt, repurchase shares of our common stock or increase dividends to our stockholders or for other permitted purposes.

-18-

RESULTS OF OPERATIONS

The following table sets forth certain unaudited income statement data expressed as a percentage of net sales for the three months ended March 31:

2026

2025

Net sales

Dispensing and Specialty Closures

43.9 

%

45.8 

%

Metal Containers

46.4 

42.8 

Custom Containers

9.7 

11.4 

Consolidated

100.0 

100.0 

Cost of goods sold

83.0 

81.6 

Gross profit

17.0 

18.4 

Selling, general and administrative expenses

8.4 

8.8 

Rationalization charges

0.6 

0.7 

Other pension and postretirement income

(0.1)

— 

Income before interest and income taxes

8.1 

8.9 

Interest and other debt expense

2.7 

3.0 

Income before income taxes

5.4 

5.9 

Provision for income taxes

1.4 

1.4 

Income before equity in earnings of affiliates

4.0 

4.5 

Equity in earnings of affiliates, net of tax

0.1 

0.1 

Net income

4.1 

%

4.6 

%

Summary unaudited results of operations for the three months ended March 31 are provided below.

2026

2025

(dollars in millions)

Net sales

Dispensing and Specialty Closures

$

685.3 

$

671.1 

Metal Containers

724.9 

628.4 

Custom Containers

151.1 

167.2 

Consolidated

$

1,561.3 

$

1,466.7 

Income before interest and income taxes

Dispensing and Specialty Closures

$

77.3 

$

79.9 

Metal Containers

45.0 

44.7 

Custom Containers

19.9 

22.1 

Corporate

(15.6)

(16.2)

Consolidated

$

126.6 

$

130.5 

Three Months Ended March 31, 2026 Compared with Three Months Ended March 31, 2025

Net Sales.  In the first quarter of 2026, consolidated net sales were $1.56 billion, an increase of $94.6 million, or 6.4 percent, as compared to the first quarter of 2025 primarily due to the contractual pass through of higher raw material and other manufacturing costs in the dispensing and specialty closures and metal containers segments, the impact from favorable foreign currency translation of approximately $47.0 million and higher unit volumes in the metal containers segment, partially offset by lower volumes in the dispensing and specialty closures and the custom containers segments and a less favorable mix of products sold in the dispensing and specialty closures and metal containers segments.

-19-

Gross Profit.  Gross profit margin decreased 1.4 percentage points to 17.0 percent in the first quarter of 2026 as compared to the same period in 2025 primarily for the reasons discussed below in "Income before Interest and Income Taxes".

Selling, General and Administrative Expenses.  In the first quarter of 2026, selling, general and administrative expenses as a percentage of consolidated net sales decreased to 8.4 percent as compared to 8.8 percent in the first quarter of 2025. For the first quarter of 2026, selling, general and administrative expenses increased $2.1 million to $131.2 million as compared to the first quarter of 2025.

Income before Interest and Income Taxes.  In the first quarter of 2026, income before interest and income taxes decreased by $3.9 million to $126.6 million as compared to $130.5 million in the first quarter of 2025, and margins decreased to 8.1 percent from 8.9 percent over the same periods. The decrease in income before interest and income taxes was primarily the result of a less favorable mix of products sold and lower unit volumes in the dispensing and specialty closures segment, the benefit in the prior year quarter from the sell through of lower cost inventory and the adverse impact in the current year quarter from the sell through of higher cost inventory in our European metal closures operations, lower volumes in the custom containers segment and a less favorable mix of products sold in the metal containers segment, partially offset by the favorable impact of foreign currency, lower rationalization charges, higher unit volumes in the metal containers segment and lower costs attributed to announced acquisitions. Rationalization charges were $9.0 million and $11.0 million in the first quarters of 2026 and 2025, respectively. Costs attributed to announced acquisitions were $1.1 million in the first quarter of 2025.

Interest and Other Debt Expense. In the first quarter of 2026, interest and other debt expense before the loss on early extinguishment of debt decreased $1.5 million to $41.4 million as compared to $42.9 million in the first quarter of 2025. The decrease was primarily due to lower weighted average interest rates during the current year period.

Provision for Income Taxes. For the first quarters of 2026 and 2025, the effective tax rates were 26.5 percent and 23.8 percent, respectively. The increase in the effective tax rate in the first quarter of 2026 was primarily due to changes in the geographic mix of profit in the current year period as compared to the prior year period.

-20-

Non-GAAP Measures

Generally accepted accounting principles in the United States are commonly referred to as GAAP. A non-GAAP financial measure is generally defined as a financial measure that purports to measure financial performance, financial position or liquidity but excludes or includes amounts that could not be so adjusted in the most comparable GAAP measure. Adjusted EBIT and adjusted EBIT margin are unaudited supplemental measures of financial performance that the Company uses, which are not required by, or presented in accordance with, GAAP and therefore are non-GAAP financial measures. These non-GAAP financial measures should not be considered as alternatives to income before interest and income taxes or any other measures derived in accordance with GAAP. Such non-GAAP financial measures should not be considered in isolation or as a substitute for any financial data prepared in accordance with GAAP and may not be comparable to similarly titled measures used by other companies. The Company uses such non-GAAP financial measures because it considers them to be important and useful supplemental measures of its and its segments’ financial performance which provide a more complete understanding of the Company and its segments than could be obtained absent such non-GAAP financial measures. The Company believes that it is important and useful to present these non-GAAP financial measures because they allow for a better period-over-period comparison of results by removing the impact of items that, in management’s view, do not reflect the Company’s or its segments’ core operating performance. Management uses these non-GAAP financial measures to review and analyze the operating performance of the Company and its segments. Investors and others are urged to review and consider carefully the adjustments made by management to the most comparable GAAP financial measure to arrive at these non-GAAP financial measures.

Adjusted EBIT, a non-GAAP financial measure, means income before interest and income taxes excluding, as applicable, acquired intangible asset amortization expense, other pension (income) expense for U.S. pension plans and closed facilities, rationalization charges and costs attributed to announced acquisitions and including, as applicable, equity in earnings of affiliates, net of tax. Adjusted EBIT margin, a non-GAAP financial measure, means adjusted EBIT divided by segment net sales.

Acquired intangible asset amortization expense is a non-cash expense related to acquired operations that management believes is not indicative of the on-going performance of the acquired operations. Since the Company’s U.S. pension plans are significantly over funded and have no required cash contributions for the foreseeable future based on current regulations, management views other pension (income) expense from the Company’s U.S. pension plans, which excludes service costs, as not reflective of the operational performance of the Company or its segments. Additionally, other pension expense for closed facilities relate to former operations and former employees of the Company and are not indicative of the operational performance of the Company or its segments. While rationalization costs are incurred on a regular basis, management views these costs more as an investment to generate savings rather than period costs. Costs attributed to announced acquisitions consist of third party fees and expenses that are viewed by management as part of the acquisition and not indicative of the on-going cost structure of the Company. The Company's management views the operating performance of its affiliates which are joint ventures as part of the Company's operating performance and therefore believes that the Company's share of the net operating results of its affiliates which are joint ventures should be included in the Company's adjusted EBIT.

-21-

A reconciliation of such non-GAAP financial measures for the three months ended March 31 is provided below:

2026

2025

(Dollars in millions)

Dispensing and Specialty Closures

Income before interest and income taxes (EBIT)

$

77.3 

$

79.9 

Acquired intangible asset amortization expense

14.8 

13.9 

Other pension expense (income) for U.S. pension plans and closed facilities

0.3 

(0.2)

Equity in earnings of affiliates, net of tax

1.2 

1.2 

Rationalization charges

2.5 

4.4 

Adjusted EBIT

$

96.1 

$

99.2 

Metal Containers

Income before interest and income taxes (EBIT)

$

45.0 

$

44.7 

Acquired intangible asset amortization expense

0.4 

0.4 

Other pension (income) for U.S. pension plans and closed facilities

(1.3)

(0.4)

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization.
Confidence: high

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis is intended to assist you in understanding our consolidated financial condition and results of operations for the three-year period ended December 31, 2025. Our consolidated financial statements and the accompanying notes included elsewhere in this Annual Report contain detailed information that you should refer to in conjunction with the following discussion and analysis.

28

GENERAL

We are a leading manufacturer and supplier of sustainable rigid packaging solutions for the world's essential consumer goods products. We currently produce dispensing and specialty closures for the fragrance and beauty, food, beverage, personal and health care, home care and lawn and garden markets; steel and aluminum containers for pet and human food and general line products; and custom designed plastic containers for the pet and human food, consumer health and pharmaceutical, personal care, home care, lawn and garden and automotive markets. We are a leading worldwide manufacturer of dispensing and specialty closures, a leading manufacturer of metal containers in North America and Europe, the largest manufacturer of metal food containers in North America with a unit volume market share in the United States for the year ended December 31, 2025 of more than half of the market, and a leading manufacturer of custom containers in North America for a variety of markets.

Our objective is to increase shareholder value by efficiently deploying capital and management resources to grow our business through acquisitions and organically, reduce operating costs, build sustainable competitive positions, or franchises. We have grown our net sales and income from operations largely through acquisitions but also through organic growth, and we continue to evaluate acquisition opportunities in the consumer goods packaging market.

SALES GROWTH

We have increased net sales and market share in our dispensing and specialty closures, metal containers, and custom containers businesses through both acquisitions and organic growth. As a result, we have expanded and diversified our customer base, geographic presence and product lines.

We are a leading worldwide manufacturer of dispensing systems and specialty closures for fragrance and beauty, food, beverage, personal and health care, home care and lawn and garden products. Since 2003, following our acquisition of the White Cap closures operations in the United States, net sales of our dispensing and specialty closures business have increased to $2.7 billion in 2025 as a result of both acquisitions and organic growth, representing a compound annual growth rate of approximately 12.4 percent over that period. We intend to pursue further acquisition opportunities in the dispensing and specialty closures markets, including in dispensing systems, such as our acquisition of Weener Packaging in October 2024. Additionally, we expect to continue to generate organic growth in our dispensing and specialty closures business, particularly in dispensing systems. In 2025, net sales for our dispensing and specialty closures business increased approximately 17.5 percent as compared to 2024 primarily as a result of the inclusion of net sales of Weener Packaging and higher organic unit volumes for high value dispensing products. Volume growth in dispensing products was offset by lower volumes for specialty closures for the North American beverage markets, primarily due to adverse weather that impacted consumption patterns in the first half of 2025. For 2026, we expect higher volumes in our dispensing and specialty closures business as compared to 2025, with continued growth in dispensing products.

We are a leading manufacturer and supplier of metal containers in North America and Europe, primarily as a result of our acquisitions but also as a result of growth with existing customers. During the past 37 years, the metal food container market in North America has experienced significant consolidation primarily due to the desire by food processors to reduce costs and focus resources on their core operations rather than self-manufacture their metal food containers. Our acquisitions of the metal food container manufacturing operations of Nestlé, Dial, Del Monte, Birds Eye, Campbell, Pacific Coast Producers and Purina Steel Can reflect this trend. We estimate that approximately seven percent of the market for metal food containers in the United States is still served by self-manufacturers. Despite a relatively flat market, we increased our share of the market for metal food containers in the United States primarily through acquisitions and growth with existing customers, particularly in the growing pet food market. Since 1987, net sales of our metal containers business have increased to $3.1 billion, representing a compound annual growth rate of approximately 6.8 percent. We also enhanced our business by focusing on providing customers with high levels of quality and service, a more sustainable solution for their packaging needs and value-added features such as our Quick Top® easy-open ends, shaped metal food containers and alternative color offerings for metal food containers. In 2025, net sales for our metal containers business increased by approximately 8.2 percent as compared to 2024 primarily as a result of the contractual pass through of higher raw material and other manufacturing costs and higher unit volumes. For 2026, we expect that volumes for our metal containers business will improve over 2025, primarily driven by growth in pet food products.

We have improved the market position of our custom containers business since 1987, with net sales increasing to $637.6 million in 2025, representing a compound annual growth rate of approximately 5.3 percent over that period. We achieved this improved market position primarily through strategic acquisitions as well as through organic growth. The custom container market of the consumer goods packaging industry continues to be highly

29

fragmented. We have focused on the segment of this market where custom design and decoration allows customers to differentiate their products such as in personal care. We may pursue further acquisition opportunities in markets where we believe that we can successfully apply our acquisition and value-added operating expertise and strategy. In 2025, net sales in our custom containers business decreased approximately 1.8 percent as compared to 2024 primarily due to lower volumes largely due to the exit of lower margin business as a result of footprint optimization plans to achieve our previously announced cost reduction initiative. For 2026, we expect volumes for our custom containers business will be comparable to 2025 levels.

OPERATING PERFORMANCE

We have improved the operating performance of our plant facilities through the investment of capital for productivity improvements, manufacturing efficiencies, manufacturing cost reductions and the optimization of our manufacturing facilities footprints. Our acquisitions and investments have enabled us to rationalize plant operations and decrease overhead costs through plant closings and downsizings and to realize manufacturing efficiencies as a result of optimizing production scheduling. In late 2023, we announced a comprehensive cost reduction initiative to achieve $50 million of cost savings over the following two years from footprint rationalizations and other cost reduction actions in all of our businesses. As part of this initiative, we closed three dispensing and specialty closures manufacturing facilities, two metal container manufacturing facilities and two custom container manufacturing facilities, relocating volumes from such facilities to other facilities. In addition, as part of this initiative we optimized production at several other manufacturing facilities across our network. We completed this initiative and realized approximately $20 million of cost savings in 2024 and approximately $30 million of additional cost savings in 2025. Additionally, apart from this initiative, in late 2025 we announced optimization plans for our metal closure operations in Europe primarily to reduce costs, which include the planned closing of one manufacturing facility.

Historically, we have been successful in renewing our multi-year supply arrangements with our customers. We estimate that in 2026 approximately 90 percent of our projected metal containers sales and a majority of our projected dispensing and specialty closures and custom containers sales will be under multi-year arrangements.

Many of our multi-year customer supply arrangements generally provide for the pass through of changes in raw material, labor and other manufacturing costs, thereby significantly reducing the exposure of our results of operations to the volatility of these costs. Our metal closures and metal containers supply agreements with our customers provide for the pass through of changes in our metal costs. For our metal closures and metal containers customers without long-term contracts, we have also generally increased prices to pass through increases in our metal costs. Our dispensing systems, plastic closures and plastic containers supply agreements with our customers provide for the pass through of changes in our resin costs, subject in many cases to a lag in the timing of such pass through. For our dispensing systems, plastic closures and plastic containers customers without long-term contracts, we have also generally increased prices to pass through increases in our resin costs.

Our metal containers business is dependent, in part, upon the vegetable and fruit harvests in the midwest and western regions of the United States and, to a lesser extent, in a variety of national growing regions in Europe. Our dispensing and specialty closures business is also dependent, in part, upon vegetable and fruit harvests. The size and quality of these harvests varies from year to year, depending in large part upon the weather conditions in applicable regions. Because of the seasonality of the harvests, we have historically experienced higher unit sales volume in the third quarter of our fiscal year and generated a disproportionate amount of our annual income from operations during that quarter. Additionally, as is common in the packaging industry, we provide extended payment terms to some of our customers in our metal containers business due to the seasonality of the vegetable and fruit packing process.

USE OF CAPITAL

Historically, we have used leverage to support our growth and increase shareholder returns. Our stable and predictable cash flow, generated largely as a result of our long-term customer relationships and generally recession resistant business, supports our financial strategy. We intend to continue using reasonable leverage, supported by our stable cash flows, to make value enhancing acquisitions. In determining reasonable leverage, we evaluate our cost of capital and manage our level of debt to maintain an optimal cost of capital based on current market conditions. If acquisition opportunities are not identified over a long period of time, we may use our cash flow to repay debt, repurchase shares of our common stock or increase dividends to our stockholders or for other permitted purposes. In October 2024, we funded the purchase price for Weener Packaging with €868.0 million of term and revolving loan borrowings under our Credit Agreement, including a €700.0 million incremental term loan, and cash on hand. In November 2024, we amended our Credit Agreement to extend maturity dates to November 2029 for

30

revolving loans and November 2030 for term loans, to refinance term and revolving loan borrowings which were used to fund the purchase price for Weener Packaging with a new €900.0 million term loan and to provide us with additional flexibility to pursue our strategic initiatives. In September 2025 we issued €600.0 million aggregate principal amount of the 4¼% Notes and used the net proceeds to repay outstanding Euro revolving loan borrowings under our Credit Agreement that were utilized to fund the repayment of the 3¼% Notes in March 2025. You should also read Notes 3 and 9 to our Consolidated Financial Statements for the year ended December 31, 2025 included elsewhere in this Annual Report.

To the extent we utilize debt for acquisitions or other permitted purposes in future periods, our interest expense may increase. Further, since the revolving loan and term loan borrowings under our Credit Agreement bear interest at floating rates, our interest expense is sensitive to changes in prevailing rates of interest and, accordingly, our interest expense may vary from period to period. After taking into account interest rate swap agreements that we entered into to mitigate the effect of interest rate fluctuations, at December 31, 2025, we had $812.6 million of indebtedness, or approximately 19 percent of our total outstanding indebtedness, which bore interest at floating rates. Over the course of the year, we also borrow revolving loans under our revolving loan facilities which bear interest at floating rates to fund our seasonal working capital needs. Accordingly, during 2025 our average outstanding variable rate debt, after taking into account the average outstanding notional amount of our interest rate swap agreements, was approximately 33 percent of our total outstanding indebtedness. You should also read Note 10 to our Consolidated Financial Statements for the year ended December 31, 2025 included elsewhere in this Annual Report for information regarding our interest rate swap agreements.

In light of our strategy to use leverage to support our growth and optimize shareholder returns, we have incurred and will continue to incur significant interest expense. For 2025, 2024 and 2023, our aggregate interest and other debt expense before loss on early extinguishment of debt as a percentage of our income before interest and income taxes was 31.7 percent, 32.3 percent and 29.1 percent, respectively.

31

RESULTS OF OPERATIONS

The following table sets forth certain income statement data expressed as a percentage of net sales for each of the periods presented. You should read this table in conjunction with our Consolidated Financial Statements for the year ended December 31, 2025 and the accompanying notes included elsewhere in this Annual Report.

Year Ended December 31,

2025

2024

2023

Operating Data:

Net sales:

Dispensing and Specialty Closures

41.8 

%

39.4 

%

37.1 

%

Metal Containers

48.4 

49.5 

52.4 

Custom Containers

9.8 

11.1 

10.5 

Consolidated

100.0 

100.0 

100.0 

Cost of goods sold

82.3 

82.7 

83.4 

Gross profit

17.7 

17.3 

16.6 

Selling, general and administrative expenses

7.6 

7.5 

6.4 

Rationalization charges

0.9 

1.0 

0.2 

Other pension and postretirement (income) expense

— 

— 

0.1 

Income before interest and income taxes

9.2 

8.8 

9.9 

Interest and other debt expense

2.9 

2.9 

2.9 

Income before income taxes

6.3 

5.9 

7.0 

Provision for income taxes

1.9 

1.2 

1.6 

Income before equity in earnings of affiliates

4.4 

4.7 

5.4 

Equity in earnings of affiliates, net of tax

0.1 

— 

— 

Net income

4.5 

%

4.7 

%

5.4 

%

Summary results for our reportable segments for the years ended December 31, 2025, 2024 and 2023 are provided below.

Year Ended December 31,

2025

2024

2023

(Dollars in millions)

Net sales:

Dispensing and Specialty Closures

$

2,707.3 

$

2,304.4 

$

2,221.4 

Metal Containers

3,138.3 

2,900.7 

3,140.8 

Custom Containers

637.6 

649.6 

626.0 

Consolidated

$

6,483.2 

$

5,854.7 

$

5,988.2 

Income before interest and income taxes:

Dispensing and Specialty Closures

$

321.5 

$

290.0 

$

281.0 

Metal Containers

243.4 

228.9 

287.4 

Custom Containers

81.1 

55.4 

52.8 

Corporate

(48.1)

(59.2)

(25.8)

Consolidated

$

597.9 

$

515.1 

$

595.4 

32

YEAR ENDED DECEMBER 31, 2025 COMPARED WITH YEAR ENDED DECEMBER 31, 2024

Net Sales. Consolidated net sales were $6.5 billion in 2025, representing a 10.7 percent increase as compared to 2024 primarily due to higher net sales in the dispensing and specialty closures segment as a result of the inclusion of net sales from Weener Packaging and higher organic unit volumes of dispensing products, the pass through of higher raw material and other manufacturing costs and higher unit volumes in the metal containers segment and the impact of favorable foreign currency translation. These increases were partially offset by a less favorable mix of products sold in the metal containers and custom containers segments, lower unit volumes of specialty closures primarily for the North American beverage markets in the dispensing and specialty closures segment and lower volumes in the custom containers segment.

Gross Profit. Gross profit margin increased 0.4 percentage points to 17.7 percent in 2025 as compared to 17.3 percent in 2024 for the reasons discussed below in “Income before Interest and Income Taxes.”

Selling, General and Administrative Expenses. Selling, general and administrative expenses as a percentage of consolidated net sales increased 0.1 percentage point to 7.6 percent for 2025 as compared to 7.5 percent in 2024. Selling, general and administrative expenses increased $54.3 million in 2025 as compared to 2024. The increase in selling, general and administrative expenses was primarily due to the inclusion of selling, general and administrative expenses of Weener Packaging, partially offset by lower costs attributed to announced acquisitions.

Income before Interest and Income Taxes. Income before interest and income taxes for 2025 increased $82.8 million as compared to 2024, and margin increased to 9.2 percent from 8.8 percent over the same periods. The increase in income before interest and income taxes was primarily the result of the inclusion of income before interest and income taxes of Weener Packaging, improved manufacturing productivity and cost performance in the metal containers and custom containers segments, higher organic unit volumes of dispensing products in the dispensing and specialty closures segment, lower costs attributed to announced acquisitions, and higher volumes and a more favorable mix of products sold in the metal containers segment, partially offset by a decline in unit volumes for specialty closures primarily for the North American beverage markets in the dispensing and specialty closures segment and higher rationalization charges. Rationalization charges were $60.5 million and $59.5 million in 2025 and 2024, respectively. Costs attributed to announced acquisitions were $1.1 million and $28.4 million in 2025 and 2024, respectively.

Interest and Other Debt Expense. Interest and other debt expense for 2025 was $189.4 million, an increase of $21.9 million as compared to $167.4 million for 2024 due to higher average borrowings during the current year period related to the Weener Packaging acquisition completed in October 2024, partially offset by lower weighted average interest rates.

Provision for Income Taxes. The effective tax rates for 2025 and 2024 were 30.2 percent and 20.7 percent, respectively. The increase in the effective tax rate for 2025 was primarily a result of non-deductible rationalization costs in 2025. The effective tax rate for 2024 benefited primarily from tax restructuring activities in our foreign operations and the reversal of tax reserves due to the expiration of statute of limitations.

YEAR ENDED DECEMBER 31, 2024 COMPARED WITH YEAR ENDED DECEMBER 31, 2023

Net Sales. Consolidated net sales were $5.9 billion in 2024, representing a 2.2 percent decrease as compared to 2023 primarily due to the unfavorable impact from the pass through of lower raw material costs in the metal containers and dispensing and specialty closures segments, lower organic volumes in the dispensing and specialty closures segment and a less favorable mix of products sold in the metal containers segment. These decreases were partially offset by the inclusion of net sales from Weener Packaging, which was acquired in the fourth quarter of 2024, a more favorable mix of products sold in the dispensing and specialty closures and custom containers segments and higher volumes in the custom containers segment.

Gross Profit. Gross profit margin increased 0.7 percentage points to 17.3 percent in 2024 as compared to 16.6 percent in 2023 for the reasons discussed below in “Income before Interest and Income Taxes.”

Selling, General and Administrative Expenses. Selling, general and administrative expenses as a percentage of consolidated net sales increased 1.1 percentage point to 7.5 percent for 2024 as compared to 6.4 percent in 2023. Selling, general and administrative expenses increased $53.7 million in 2024 as compared to 2023. The increase in selling, general and administrative expenses was primarily due to $28.4 million of costs attributed to

33

announced acquisitions, the inclusion of selling, general and administrative expenses from Weener Packaging incurred in the fourth quarter of 2024 and insurance proceeds received in 2023.

Income before Interest and Income Taxes. Income before interest and income taxes for 2024 decreased by $80.3 million as compared to 2023, and margin decreased to 8.8 percent from 9.9 percent over the same periods. The decrease in income before interest and income taxes was primarily the result of higher rationalization charges of $51.1 million in 2024, higher selling, general and administrative costs primarily due to $28.4 million of costs attributed to announced acquisitions, a less favorable mix of products sold and lower fixed cost absorption in the metal containers segment, the unfavorable impact in the European operations of the metal containers segment of the sale of higher cost metal inventory from the prior year due to lower metal costs in 2024 and lower organic unit volumes in the dispensing and specialty closures segment. These decreases were partially offset by improved manufacturing productivity and cost performance in the dispensing and specialty closures and custom containers segments, a more favorable mix of products sold in the dispensing and specialty closures and custom containers segments, the inclusion of the results of Weener Packaging and higher volumes in the custom containers segment. Income before interest and income taxes included rationalization charges of $59.5 million and $8.4 million in 2024 and 2023, respectively. Rationalization charges in 2024 primarily related to plant closings in connection with our comprehensive cost reduction initiative announced in late 2023. Rationalization charges in 2023 included a rationalization credit of $17.7 million related to a loss recovery from Oesterreichische Kontrollbank Aktiengesellschaft, or OeKB, an Austrian entity that provides financial services including credit insurance, in respect of net assets in Russia that were written off in 2022.

Interest and Other Debt Expense. Interest and other debt expense for 2024 was $167.4 million, a decrease of $5.9 million as compared to $173.3 million for 2023 due to lower average borrowings and lower weighted average interest rates, partially offset by a loss on early extinguishment of debt of $1.1 million in 2024.

Provision for Income Taxes. The effective tax rates for 2024 and 2023 were 20.7 percent and 22.8 percent, respectively. The effective tax rate for 2024 benefited primarily from tax restructuring activities in our foreign operations and the reversal of tax reserves due the expiration of statute of limitations. The effective tax rate for 2023 benefited primarily from the reversal of tax reserves from a historical acquisition.

34

NON-GAAP MEASURES

Generally accepted accounting principles in the United States are commonly referred to as GAAP. A non-GAAP financial measure is generally defined as a financial measure that purports to measure financial performance, financial position or liquidity but excludes or includes amounts that could not be so adjusted in the most comparable GAAP measure. Adjusted EBIT and adjusted EBIT margin are unaudited supplemental measures of financial performance that the Company uses, which are not required by, or presented in accordance with, GAAP and therefore are non-GAAP financial measures. These non-GAAP financial measures should not be considered as alternatives to income before interest and income taxes or any other measures derived in accordance with GAAP. Such non-GAAP financial measures should not be considered in isolation or as a substitute for any financial data prepared in accordance with GAAP and may not be comparable to similarly titled measures used by other companies. The Company uses such non-GAAP financial measures because it considers them to be important and useful supplemental measures of its and its segments’ financial performance which provide a more complete understanding of the Company and its segments than could be obtained absent such non-GAAP financial measures. The Company believes that it is important and useful to present these non-GAAP financial measures because they allow for a better period-over-period comparison of results by removing the impact of items that, in management’s view, do not reflect the Company’s or its segments’ core operating performance and including the Company's share of the net operating results of its affiliates which are joint ventures. Management uses these non-GAAP financial measures to review and analyze the operating performance of the Company and its segments. Investors and others are urged to review and consider carefully the adjustments made by management to the most comparable GAAP financial measure to arrive at these non-GAAP financial measures.

Adjusted EBIT, a non-GAAP financial measure, means income before interest and income taxes excluding, as applicable, acquired intangible asset amortization expense, other pension (income) expense for U.S. pension plans, rationalization charges (credits), the impact from charges for the write-up of acquired inventory required under purchase accounting and costs attributed to announced acquisitions and including, as applicable, equity in earnings of affiliates, net of tax. Adjusted EBIT margin, a non-GAAP financial measure, means adjusted EBIT divided by segment net sales.

Acquired intangible asset amortization expense is a non-cash expense related to acquired operations that management believes is not indicative of the ongoing performance of the acquired operations. Since the Company’s U.S. pension plans are significantly over funded and have no required cash contributions for the foreseeable future based on current regulations, management views other pension (income) expense from the Company’s U.S. pension plans, which excludes service costs, as not reflective of the operational performance of the Company or its segments. While rationalization costs are incurred on a regular basis, management views these costs more as an investment to generate savings rather than period costs. The write-up of acquired inventory required under purchase accounting is viewed by management as part of the acquisition and is a non-cash charge that is not considered to be indicative of the ongoing performance of the acquired operations. Costs attributed to announced acquisitions consist of third party fees and expenses that are viewed by management as part of the acquisition and not indicative of the ongoing cost structure of the Company. The Company's management views the operating performance of its affiliates which are joint ventures as part of the Company's operating performance and therefore believes that the Company's share of the net operating results of its affiliates which are joint ventures should be included in the Company's adjusted EBIT.

35

A reconciliation of such non-GAAP financial measures for the periods presented is provided below:

Year Ended December 31,

2025

2024

2023

(Dollars in millions)

Dispensing and Specialty Closures

Income before interest and income taxes (EBIT)

$

321.5 

$

290.0 

$

281.0 

Acquired intangible asset amortization expense

58.7 

46.7 

47.2 

Other pension (income) expense for U.S. pension plans

(0.8)

(1.0)

1.1 

Equity in earnings of affiliates, net of tax

3.2 

0.7 

— 

Rationalization charges

37.4 

23.1 

11.3 

Purchase accounting write-up of inventory

— 

6.1 

— 

Adjusted EBIT

$

420.0 

$

365.6 

$

340.6 

Metal Containers

Income before interest and income taxes (EBIT)

$

243.4 

$

228.9 

$

287.4 

Acquired intangible asset amortization expense

1.4 

1.4 

1.4 

Other pension (income) expense for U.S. pension plans

(1.8)

(2.3)

1.5 

Rationalization charges (credits)

17.4 

14.4 

(7.9)

Adjusted EBIT

$

260.4 

$

242.4 

$

282.4 

Custom Containers

Income before interest and income taxes (EBIT)

$

81.1 

$

55.4 

$

52.8 

Acquired intangible asset amortization expense

4.5 

4.5 

4.5 

Other pension (income) expense for U.S. pension plans

(1.4)

(0.9)

1.0 

Rationalization charges

5.7 

22.0 

5.0 

Adjusted EBIT

$

89.9 

$

81.0 

$

63.3 

Corporate

Loss before interest and income taxes (EBIT)

$

(48.1)

$

(59.2)

$

(25.8)

Costs attributed to announced acquisitions

1.1 

28.4 

— 

Adjusted EBIT

$

(47.0)

$

(30.8)

$

(25.8)

Total Adjusted EBIT

$

723.3 

$

658.2 

$

660.5 

36

DISPENSING AND SPECIALTY CLOSURES SEGMENT

Year Ended December 31,

2025

2024

2023

(Dollars in millions)

Net sales

$

2,707.3 

$

2,304.4 

$

2,221.4 

Income before interest and income taxes (EBIT)

321.5 

290.0 

281.0 

Income before interest and income taxes margin (EBIT margin)

11.9 

%

12.6 

%

12.6 

%

Adjusted EBIT

$

420.0 

$

365.6 

$

340.6 

Adjusted EBIT margin

15.5 

%

15.9 

%

15.3 

%

In 2025, net sales for the dispensing and specialty closures segment increased $402.9 million, or 17.5 percent, as compared to 2024. This increase was primarily the result of higher net sales of dispensing products primarily due to the inclusion of net sales from Weener Packaging and higher organic unit volumes of dispensing products and the impact of favorable foreign currency translation of approximately $37 million, partially offset by lower unit volumes of specialty closures of approximately three percent primarily as a result of a decline in volumes for the North American beverage markets due to adverse weather conditions that impacted consumption patterns in the first half of the year.

In 2024, net sales for the dispensing and specialty closures segment increased $83.0 million, or 3.7 percent, as compared to 2023. This increase was primarily the result of the acquisition of Weener Packaging in the fourth quarter of 2024 and a more favorable mix of products sold, partially offset by lower organic unit volumes of two percent, the pass through of lower raw material costs and the impact of unfavorable foreign currency translation of approximately $6 million. The decrease in unit volumes was principally the result of lower unit volumes for closures for food and beverage markets primarily due to customer destocking priorities in the first half of 2024.

In 2025, adjusted EBIT of the dispensing and specialty closures segment increased $54.4 million as compared to 2024, while adjusted EBIT margin decreased to 15.5 percent from 15.9 percent over the same periods. The increase in adjusted EBIT was primarily due to the inclusion of adjusted EBIT from Weener Packaging and higher organic unit volumes for high value dispensing products, partially offset by a decline in unit volumes for specialty closures primarily for the North American beverage markets.

In 2024, adjusted EBIT of the dispensing and specialty closures segment increased $25.0 million as compared to 2023, and adjusted EBIT margin increased to 15.9 percent from 15.3 percent over the same periods. The increase in adjusted EBIT was primarily due to improved manufacturing productivity and cost performance, the inclusion of the results of Weener Packaging and a more favorable mix of products sold, partially offset by lower organic unit volumes.

37

METAL CONTAINERS SEGMENT

Year Ended December 31,

2025

2024

2023

(Dollars in millions)

Net sales

$

3,138.3 

$

2,900.7 

$

3,140.8 

Income before interest and income taxes (EBIT)

243.4 

228.9 

287.4 

Income before interest and income taxes margin (EBIT margin)

7.8 

%

7.9 

%

9.2 

%

Adjusted EBIT

$

260.4 

$

242.4 

$

282.4 

Adjusted EBIT margin

8.3 

%

8.4 

%

9.0 

%

In 2025, net sales for the metal containers segment increased $237.6 million, or 8.2 percent, as compared to 2024. This increase was primarily the result of the contractual pass through of higher raw material and other manufacturing costs, higher unit volumes of approximately three percent and the impact of favorable foreign currency translation of approximately $18 million, partially offset by a less favorable mix of products sold. The increase in unit volumes was primarily due to higher volumes for pet food markets.

In 2024, net sales for the metal containers segment decreased $240.1 million, or 7.6 percent, as compared to 2023. This decrease was primarily the result of the contractual pass through of lower raw material costs and a less favorable mix of products sold, partially offset by the impact of favorable foreign currency translation of approximately $4 million. Higher volumes for the pet food markets were offset by lower volumes for fruit and vegetable markets which were negatively impacted by a planned reduction in volumes by a large pack customer to reduce its working capital and severe weather that negatively impacted and prematurely ended the fruit and vegetable packs.

In 2025, adjusted EBIT of the metal containers segment increased $18.0 million as compared to 2024, while adjusted EBIT margin decreased to 8.3 percent from 8.4 percent for the same periods. The increase in adjusted EBIT was primarily due to higher unit volumes and improved manufacturing productivity and cost performance partially as a result of our multi-year cost reduction initiative.

In 2024, adjusted EBIT of the metal containers segment decreased $40.0 million as compared to 2023, and adjusted EBIT margin decreased to 8.4 percent from 9.0 percent for the same periods. The decrease in adjusted EBIT was primarily due to a less favorable mix of products sold, the unfavorable impact of lower fixed cost absorption as a result of a significantly lower inventory build in the current year due to a reduction in pack plans of a large fruit and vegetable customer to reduce its working capital, the unfavorable impact of selling higher cost metal inventory from the prior year in our European operations due to lower metal costs in 2024 and higher selling, general and administrative costs.

38

CUSTOM CONTAINERS SEGMENT

Year Ended December 31,

2025

2024

2023

(Dollars in millions)

Net sales

$

637.6 

$

649.6 

$

626.0 

Income before interest and income taxes (EBIT)

81.1 

55.4 

52.8 

Income before interest and income taxes margin (EBIT margin)

12.7 

%

8.5 

%

8.4 

%

Adjusted EBIT

$

89.9 

$

81.0 

$

63.3 

Adjusted EBIT margin

14.1 

%

12.5 

%

10.1 

%

In 2025, net sales for the custom containers segment decreased $12.0 million, or 1.8 percent, as compared to 2024. This decrease was principally due to lower volumes of approximately two percent, a less favorable mix of products sold and unfavorable foreign currency translation of approximately $2 million, partially offset by the pass through of higher raw material costs. The decrease in volumes was a result of the exit of lower margin business as a result of footprint optimization plans to achieve cost reduction goals.

In 2024, net sales for the custom containers segment increased $23.6 million, or 3.8 percent, as compared to 2023. This increase was primarily the result of higher volumes of approximately three percent largely due to the commercialization of new business awards and a more favorable mix of product sold, partially offset by unfavorable foreign currency translation of approximately $2 million.

In 2025, adjusted EBIT of the custom containers segment increased $8.9 million as compared to 2024, and adjusted EBIT margin increased to 14.1 percent from 12.5 percent over the same periods. The increase in adjusted EBIT was primarily attributable to improved manufacturing productivity and cost performance partially due to our multi-year cost reduction initiative.

In 2024, adjusted EBIT of the custom containers segment increased $17.7 million as compared to 2023, and adjusted EBIT margin increased to 12.5 percent from 10.1 percent over the same periods. The increase in adjusted EBIT was primarily attributable to a more favorable mix of products sold, improved operating efficiencies and higher volumes.

CAPITAL RESOURCES AND LIQUIDITY

Our principal sources of liquidity have been net cash from operating activities and borrowings under our debt instruments, including our Credit Agreement. Our liquidity requirements arise primarily from our obligations under the indebtedness incurred in connection with our acquisitions and the refinancing of that indebtedness, capital investment in new and existing equipment and the funding of our seasonal working capital needs.

On September 12, 2025, we issued €600.0 million aggregate principal amount of the 4¼% Notes at 100 percent of their principal amount. The net proceeds from the sale of the 4¼% Notes were approximately €592.4 million after deducting the initial purchasers' discount and offering expenses. We used the net proceeds from the sale of the 4¼% Notes to repay outstanding Euro revolving loan borrowings under our Credit Agreement that were used to fund the repayment of the 3¼% Notes in March 2025.

In October 2024, we borrowed €868.0 million of term loans and revolving loans under our Credit Agreement, including a €700.0 million incremental term loan to fund, along with cash on hand, the purchase price for Weener Packaging.

On November 4, 2024, we and certain of our wholly owned subsidiaries amended our Credit Agreement by entering into a Fifth Amendment to Amended and Restated Credit Agreement, or the Fifth Amendment, with the Lenders thereunder and Wells Fargo Bank, National Association, as Administrative Agent. The Fifth Amendment:

•refinanced outstanding term loans and revolving loans thereunder and extended the maturity dates to (i) November 4, 2029 with respect to revolving loans and (ii) November 4, 2030 with respect to term loans;

•increased the aggregate amount of Euro term loans thereunder from €700.0 million to €900.0 million, with the additional €200.0 million of Euro term loans being used to repay revolving loans under our Credit

39

Agreement that were used to fund a portion of the purchase price for Weener Packaging and to pay fees, expenses and costs associated with the Fifth Amendment;

•removed the springing maturity date provisions that would have shortened the maturity dates under our Credit Agreement to the date that is 91 days prior to the maturity dates of the 3¼% Notes and the 1.4% Notes (unless such notes were refinanced or repaid prior thereto);

•improved the interest rate margin grid for term loans;

•increased the uncommitted multi-currency incremental loan facility from $1.25 billion to $1.5 billion;

•amended certain covenants to provide additional flexibility; and

•amended certain other terms of our Credit Agreement.

As a result of the Fifth Amendment, we recorded a pre-tax charge for the loss on early extinguishment of debt of $1.1 million in 2024 for the write-off of unamortized debt issuance costs.

On June 22, 2023, we amended our Credit Agreement to provide for the transition from LIBOR based interest rates to SOFR (Secured Overnight Financing Rates) and SONIA (Sterling Overnight Index Average) based interest rates and to provide for standard interest rate benchmark replacement language. Such amendment also reduced the spread adjustments for Term SOFR borrowings.

You should also read Notes 3 and 9 to our Consolidated Financial Statements for the year ended December 31, 2025 included elsewhere in this Annual Report with regard to our debt.

In 2025, we used cash provided by operating activities of $729.8 million, proceeds from the incurrence of debt of $703.6 million and increases in outstanding checks of $12.4 million to fund the repayment of long-term debt of $725.2 million, net capital expenditures and other investing activities of $297.3 million, dividends paid on our common stock of $85.8 million, repurchases of our common stock of $74.9 million, net repayments of revolving loans of $23.8 million, debt issuance costs of $8.9 million and the repayment of principal amounts under finance leases of $4.9 million and to increase cash and cash equivalents (including the positive effect of exchange rate changes of $32.8 million) by $257.8 million.

In 2024, we used cash provided by operating activities of $721.9 million, proceeds from the incurrence of debt of $983.6 million to fund the acquisition of Weener Packaging, net of cash acquired, for $921.6 million, net capital expenditures and other investing activities of $254.7 million, the repayment of long-term debt of $100.0 million, dividends paid on our common stock of $82.1 million, decreases in outstanding checks of $75.6 million, the repayment of principal amounts under finance leases of $27.6 million, net repayments of revolving loans of $18.1 million, repurchases of our common stock of $9.3 million and debt issuance costs of $8.4 million and to increase cash and cash equivalents (including the negative effect of exchange rate changes of $28.2 million) by $179.9 million.

In 2023, we used cash provided by operating activities of $482.6 million, increases in outstanding checks of $99.1 million and net borrowings of revolving loans and proceeds from other foreign long-term debt of an aggregate $13.4 million to fund net capital expenditures and other investing activities of $223.8 million, repurchases of our common stock of $184.0 million, dividends paid on our common stock of $78.9 million, the repayment of long-term debt of $58.1 million and the repayment of principal amounts under finance leases of $2.9 million and to increase cash and cash equivalents (including the positive effect of exchange rate changes of $9.9 million) by $57.3 million.

At December 31, 2025, we had $4.36 billion of total consolidated indebtedness and cash and cash equivalents on hand of $1.08 billion. In addition, at December 31, 2025, we had outstanding letters of credit of $21.7 million and no outstanding revolving loan borrowings under our Credit Agreement.

Under our Credit Agreement, we have available to us $1.5 billion of revolving loans under a multi-currency revolving loan facility. Revolving loans under our Credit Agreement may be used for working capital and other general corporate purposes, including acquisitions, capital expenditures, dividends, stock repurchases and refinancings and repayments of other debt. Revolving loans may be borrowed, repaid and reborrowed under the revolving loan facilities from time to time until November 4, 2029. At December 31, 2025, after taking into account outstanding letters of credit of $21.7 million, borrowings available under the revolving loan facilities of our Credit Agreement were $1.48 billion. Under our Credit Agreement, we also have available to us an uncommitted multi-currency incremental loan facility in an amount of up to an additional $1.5 billion (which amount may be increased as provided in our Credit Agreement), which may take the form of one or more incremental term loan facilities, increased commitments under the revolving loan facilities and/or incremental indebtedness in the form of senior secured loans and/or notes, and we may incur additional indebtedness as permitted by our Credit Agreement and

40

our other instruments governing our indebtedness. You should also read Notes 3 and 9 to our Consolidated Financial Statements for the year ended December 31, 2025 included elsewhere in this Annual Report.

Because we sell metal containers and closures used in fruit and vegetable pack processing, we have seasonal sales. As is common in the packaging industry, we must utilize working capital to build inventory and then carry accounts receivable for some customers beyond the end of the packing season. Due to our seasonal requirements, which generally peak sometime in the summer or early fall, we may incur short-term indebtedness to finance our working capital requirements. Our peak seasonal working capital borrowings have historically averaged approximately $600 million and were generally funded with revolving loans under our Credit Agreement. For 2026, we expect to fund our seasonal working capital requirements primarily with revolving loans under our Credit Agreement and cash on hand. We may use the available portion of revolving loans under our Credit Agreement, after taking into account our seasonal needs and outstanding letters of credit, for other general corporate purposes, including acquisitions, capital expenditures, dividends, stock repurchases and refinancing and repayments of other debt.

We use a variety of working capital management strategies, including supply chain financing, or SCF, programs. In light of evolving market practices with respect to payment terms, we have entered into various SCF arrangements with financial institutions pursuant to which (i) we sell receivables of certain customers without recourse to such financial institutions and accelerate payment in respect of such receivables sooner than provided in the applicable supply agreements with such customers and (ii) we have effectively extended our payment terms on certain of our payables.

For our customer-based SCF arrangements, we negotiate the terms of such SCF arrangements with the applicable financial institutions providing such SCF arrangements independent of our agreements with our customers. Under such SCF arrangements, we elect to sell our receivables for the applicable customer to the applicable financial institution on a non-recourse basis at a discount or credit spread based upon the creditworthiness of such customer. Such customer is then obligated to pay the applicable financial institution with respect to such receivables on their due date. Upon any such sale, we no longer have any credit risk with respect to such receivables, and we will have accelerated our receipt of cash in respect of such receivables thereby reducing our net working capital. Payments in respect of receivables sold under such SCF arrangements are reflected in net cash provided by operating activities in our Consolidated Statements of Cash Flows. Separate from such SCF arrangements, we generally maintain the contractual right with customers in respect of which we have entered into SCF arrangements to require shorter payment terms or require our customers to negotiate shorter payment terms as a result of changes in market conditions, including changes in interest rates and general market liquidity, or in some cases for any reason. Approximately 16 percent of our annual net sales for each of the years ended December 31, 2025 and 2024 were subject to customer-based SCF arrangements. Based on our estimate, we improved our days sales outstanding by approximately 28 days for 2025 as a result of such customer-based SCF arrangements.

For our suppliers, we believe that we negotiate the best terms possible, including payment terms. In connection therewith, we initiated a SCF program with a major global financial institution. Under this SCF program, a qualifying supplier may elect, but is not obligated, to sell its receivables from us to such financial institution. A participating supplier negotiates its receivables sale arrangements directly with the financial institution under this SCF program. While we are not party to, and do not participate in the negotiation of, such arrangements, such financial institution allows a participating supplier to utilize our creditworthiness in establishing a credit spread in respect of the sale of its receivables from us as well as other applicable terms. This may provide a supplier with more favorable terms than it would be able to secure on its own. We have no economic interest in a supplier’s decision to sell a receivable. Once a qualifying supplier elects to participate in this SCF program and reaches an agreement with the financial institution, the supplier independently elects which individual invoices to us that they sell to the financial institution. All of our payments to a participating supplier are paid to the financial institution on the invoice due date under our agreement with such supplier, regardless of whether the individual invoice was sold by the supplier to the financial institution. The financial institution then pays the supplier on the invoice due date under our agreement with such supplier for any invoices not previously sold by the supplier to the financial institution. Amounts due to a supplier that elects to participate in this SCF program are included in accounts payable in our Consolidated Balance Sheet, and the associated payments are reflected in net cash provided by operating activities in our Consolidated Statements of Cash Flows. Separate from this SCF program, we and suppliers who participate in this SCF program generally maintain the contractual right to require the other party to negotiate in good faith the existing payment terms as a result of changes in market conditions, including changes in interest rates and general market liquidity, or in some cases for any reason. Approximately 13 percent of our Cost of Goods

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Sold in our Consolidated Statements of Income for each of the years ended December 31, 2025 and 2024 were subject to this SCF program. At December 31, 2025, outstanding trade accounts payables subject to this SCF program were approximately $438.5 million.

Certain economic developments such as changes in interest rates, general market liquidity or the creditworthiness of customers relative to us could impact our participation in customer-based SCF arrangements. Future changes in our suppliers’ financing policies or certain economic developments, such as changes in interest rates, general market conditions or liquidity or our creditworthiness relative to a supplier could impact a supplier’s participation in our supplier SCF program and/or our ability to negotiate favorable payment terms with suppliers. However, any such impacts are difficult to predict. If such supply chain financing arrangements ended or suppliers otherwise change their payment terms, our net working capital would likely increase, although because of numerous variables we cannot predict the amount of any such increase, and it would be necessary for us to fund such net working capital increase using cash on hand or revolving loans under our Credit Agreement or other indebtedness.

On November 5, 2025, our Board of Directors authorized the repurchase by us of up to an aggregate of $500.0 million of our common stock by various means from time to time through and including December 31, 2029. This new authorization replaced the prior authorization which had $25.3 million remaining for the repurchase of our common stock. We have not repurchased any of our common stock under this new authorization. Accordingly, at December 31, 2025, we had approximately $500.0 million remaining for the repurchase of our common stock under this authorization.

On March 4, 2022, our Board of Directors authorized the repurchase by us of up to an aggregate of $300.0 million of our common stock by various means from time to time through and including December 31, 2026. This prior authorization was replaced by a new authorization in November 2025. In 2025, we repurchased a total of 1,551,209 shares of our common stock at an average price per share of $43.84, for a total of $68.0 million under this prior authorization. In 2024, we did not repurchase any of our common stock under this prior authorization. In 2023, we repurchased a total of 3,893,098 shares of our common stock at an average price per share of $44.86, for a total purchase price of $174.6 million under this prior authorization.

In addition to our operating cash needs and excluding any impact from acquisitions, we believe our cash requirements over the next few years will consist primarily of:

•capital expenditures of approximately $310.0 million in 2026, and thereafter annual capital expenditures of approximately the same amount which may increase as a result of specific growth or specific cost savings projects;

•principal payments of bank term loans and revolving loans under our Credit Agreement and other outstanding debt agreements and obligations (excluding finance leases) of $627.9 million in 2026, $194.3 million in 2027, $1.4 billion in 2028, $192.3 million in 2029, and $1.9 billion thereafter;

•cash payments for quarterly dividends on our common stock as approved by our Board of Directors;

•annual payments to satisfy employee withholding tax requirements resulting from certain restricted stock units becoming vested, which payments are dependent upon the price of our common stock at the time of vesting and the number of restricted stock units that vest, none of which is estimable at this time (payments in 2025 were not significant);

•our interest requirements, including interest on revolving loans (the principal amount of which will vary depending upon seasonal requirements) and term loans under our Credit Agreement, which bear fluctuating rates of interest, the 4⅛% Notes, the 2¼% Notes, the 4¼% Notes and the 1.4% Notes;

•payments of approximately $150.0 million for federal, state and foreign tax liabilities in 2026, which may increase annually thereafter; and

•payments for postretirement benefit and foreign pension benefit plan obligations, which are not expected to be significant.

We believe that cash generated from operations and funds from borrowings available under our Credit Agreement will be sufficient to meet our expected operating needs, planned capital expenditures, debt service requirements (both principal and interest), tax obligations, pension benefit plan contributions, share repurchases required under our equity-based compensation plans and common stock dividends for the foreseeable future. We continue to evaluate acquisition opportunities in the consumer goods packaging market and may incur additional indebtedness, including indebtedness under our Credit Agreement, to finance any such acquisition.

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Our Credit Agreement contains restrictive covenants that, among other things, limit our ability to incur debt, sell assets and engage in certain transactions. The indentures governing the 4⅛% Notes, the 2¼% Notes, the 4¼% Notes and the 1.4% Notes contain certain covenants that generally restrict our ability to create liens, engage in sale and leaseback transactions, issue guarantees and consolidate, merge or sell assets. We do not expect these limitations to have a material effect on our business or our results of operations. We are in compliance with all financial and operating covenants contained in our financing agreements and believe that we will continue to be in compliance during 2026 with all of these covenants.

CONTRACTUAL OBLIGATIONS

Our contractual cash obligations at December 31, 2025 are provided below:

Payment due by period

Total

Less than

1 year

1-3

years

3-5

years

More than

5 years

(Dollars in millions)

Long-term debt obligations

$

4,325.9 

$

627.9 

$

1,573.9 

$

1,414.3 

$

709.8 

Interest on fixed rate debt

241.4 

70.2 

106.3 

60.5 

4.4 

Interest on variable rate debt(1)

348.1 

87.0 

151.4 

109.7 

— 

Operating lease obligations(2)

323.1 

66.4 

95.5 

63.9 

97.3 

Finance lease obligations(2)

51.0 

5.3 

8.5 

7.1 

30.1 

Purchase obligations(3)

36.0 

36.0 

— 

— 

— 

Other pension and postretirement

benefit obligations(4)(5)

96.5 

7.9 

15.9 

16.8 

55.9 

Total

$

5,422.0 

$

900.7 

$

1,951.5 

$

1,672.3 

$

897.5 

 ______________________

(1)These amounts represent expected cash payments of interest on our variable rate long-term debt under our Credit Agreement, after taking into consideration our interest rate swap agreements, at prevailing interest rates and foreign currency exchange rates at December 31, 2025.

(2)Operating and finance lease obligations include imputed interest.

(3)Purchase obligations represent commitments for capital expenditures of $36.0 million. Obligations that are cancellable without penalty are excluded.    

(4)Other pension obligations consist of annual cash expenditures for the withdrawal liability related to the Central States Pension Plan through 2040 and the United Food & Commercial Workers - Local One Pension Fund through 2042 and for foreign pension plan and other postretirement benefit obligations which have been actuarially determined through the year 2035.

(5)Based on current legislation and the current funded status of our domestic pension benefit plans, there are no minimum required contributions to our pension benefit plans in 2026.

At December 31, 2025, we also had outstanding letters of credit of $21.7 million that were issued under our Credit Agreement.

You should also read Notes 4, 9, 10, 11 and 13 to our Consolidated Financial Statements for the year ended December 31, 2025 included elsewhere in this Annual Report.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

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EFFECT OF INFLATION AND INTEREST RATE FLUCTUATIONS

Historically, inflation has not had a material effect on us, other than to increase our cost of borrowing. In general, we have been able to increase the sales prices of our products to reflect any increases in the prices of raw materials (subject to contractual lag periods) and to significantly reduce the exposure of our results of operations to increases in other costs, such as labor and other manufacturing costs.

Because we have indebtedness which bears interest at floating rates, our financial results will be sensitive to changes in prevailing market rates of interest. As of December 31, 2025, we had $4.36 billion of indebtedness outstanding, of which $1.9 billion bore interest at floating rates before giving effect to any interest rate swap agreements. Historically, we have entered into interest rate swap agreements to mitigate the effect of interest rate fluctuations. As of December 31, 2025, we have $300.0 million aggregate notional principal amount of U.S. dollar interest rate swap agreements outstanding, which mature in 2026, and €685.0 million aggregate notional principal amount of Euro interest rate swap agreements outstanding, which mature at various times through 2030. Depending upon future market conditions and our level of outstanding variable rate debt, we may enter into additional interest rate swap or hedge agreements (with counterparties that, in our judgment, have sufficient creditworthiness) to hedge our exposure against interest rate volatility.

GUARANTEED SECURITIES

Each of the 4⅛% Notes, the 2¼% Notes, 4¼% Notes and the 1.4% Notes were issued by us and are guaranteed by our U.S. subsidiaries that also guarantee our obligations under our Credit Agreement, collectively the Obligor Group.

The following summarized financial information relates to the Obligor Group as of and for the year ended December 31, 2025. Intercompany transactions, equity investments and other intercompany activity within the Obligor Group have been eliminated from the summarized financial information. Investments in our subsidiaries that are not part of the Obligor Group of $2.4 billion as of December 31, 2025 are not included in noncurrent assets in the table below.

2025

(Dollars in millions)

Current assets

$

1,733.4 

Noncurrent assets

4,307.5 

Current liabilities

1,938.0 

Noncurrent liabilities

4,269.9 

At December 31, 2025, the Obligor Group held current receivables due from other subsidiary companies of $41.2 million; long-term notes receivable due from other subsidiary companies of $1.1 billion; and current payables due to other subsidiary companies of $9.7 million.

Year Ended

December 31, 2025

(Dollars in millions)

Net sales

$

4,403.5 

Gross profit

635.3 

Net income

143.1 

For the year ended December 31, 2025, net income in the table above excludes income from equity method investments of other subsidiary companies of $145.3 million. For the year ended December 31, 2025, the Obligor Group recorded the following transactions with other subsidiary companies: sales to such other subsidiary companies of $58.5 million; net credits from such other subsidiary companies of $24.7 million; and net interest income from such other subsidiary companies of $50.9 million. For the year ended December 31, 2025, the Obligor Group did not receive dividends from other subsidiary companies.

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RATIONALIZATION CHARGES

Rationalization charges for the year ended December 31, 2025 included a charge of approximately $24.0 million related to the announced shutdown in the fourth quarter of 2025 of the Hannover, Germany metal closures manufacturing facility. The remainder of the rationalization charges recognized for the year ended December 31, 2025 primarily related to the comprehensive cost reduction initiative we announced in late 2023 to achieve $50 million of cost savings over the following two years from footprint rationalizations and other cost reduction actions in all of our segments. As part of this initiative, we closed three dispensing and specialty closures manufacturing facilities, two metal container manufacturing facilities and two custom container manufacturing facilities, relocating volumes from such facilities to other facilities. In addition, as part of this initiative we optimized production at several other manufacturing facilities across our network. We completed this initiative and realized approximately $20 million of cost savings in 2024 and approximately $30 million of additional cost savings in 2025.

Rationalization charges of $59.5 million for the year ended December 31, 2024 primarily related to our comprehensive cost reduction initiative that we announced in late 2023 described above.

In the fourth quarter of 2022, we recognized a rationalization charge of $73.8 million in the metal containers segment related to the write-off of net assets to service the Russian market. Our two metal container manufacturing facilities in Russia were closed at the beginning of 2023. In the fourth quarter of 2023, we recorded a rationalization credit of $17.7 million in the metal containers segment related to a loss recovery from OeKB in respect of such net assets.

In 2019, we withdrew from the Central States Pension Plan. As of December 31, 2025, our total expected future cash expenditures related to this withdrawal were $36.0 million. Remaining expenses related to the accretion of interest for the withdrawal liability for the Central States Pension Plan are expected to be approximately $0.8 million per year to be recognized annually through 2040, and remaining cash expenditures for the withdrawal liability related to the Central States Pension Plan are expected to be approximately $2.6 million per year through 2040.

We continually evaluate cost reduction opportunities across each of our segments, including rationalizations of our existing facilities through plant closings and downsizings. We use a disciplined approach to identify opportunities that generate attractive cash returns.

Under our rationalization plans, we made cash payments of $26.1 million, $34.3 million and $9.0 million in 2025, 2024 and 2023, respectively. Excluding the impact of our withdrawal from the Central States Pension Plan discussed above, remaining cash expenditures for our rationalization plans are expected to be $37.1 million. You should also read Note 4 to our Consolidated Financial Statements for the year ended December 31, 2025 included elsewhere in this Annual Report.

CRITICAL ACCOUNTING ESTIMATES

U.S. generally accepted accounting principles require estimates and assumptions that affect the reported amounts in our consolidated financial statements and the accompanying notes. Some of these estimates and assumptions require difficult, subjective and/or complex judgments. Critical accounting policies cover accounting matters that are inherently uncertain because the future resolution of such matters is unknown. We believe that our accounting policies for pension expense and obligations and rationalization charges and testing goodwill for impairment reflect the more significant judgments and estimates in our consolidated financial statements. You should also read our Consolidated Financial Statements for the year ended December 31, 2025 and the accompanying notes included elsewhere in this Annual Report.

Our pension expense and obligations are developed from actuarial valuations. Two critical assumptions in determining pension expense and obligations are the discount rate and expected long-term return on plan assets. We evaluate these assumptions at least annually. Other assumptions reflect demographic factors such as retirement, mortality and turnover and are evaluated periodically and updated to reflect our actual experience. Actual results may differ from actuarial assumptions. The discount rate represents the market rate for non-callable high-quality fixed income investments and is used to calculate the present value of the expected future cash flows for benefit obligations under our pension benefit plans. A decrease in the discount rate increases the present value of benefit obligations and increases pension expense, while an increase in the discount rate decreases the present value of benefit obligations and decreases pension expense. A 25 basis point change in the discount rate would have a countervailing impact on our annual pension expense by approximately $0.9 million. For 2025, we decreased our domestic discount rate to 5.4 percent from 5.7 percent to reflect market interest rate conditions. We

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consider the current and expected asset allocations of our U.S. pension benefit plans, as well as historical and expected long-term rates of return on those types of plan assets, in determining the expected long-term rate of return on plan assets. A 25 basis point change in the expected long-term rate of return on plan assets would have a countervailing impact on our annual pension expense by approximately $2.0 million. Our expected long-term rate of return on plan assets will remain at 5.5 percent in 2026. As of December 31, 2025, our U.S. pension plans are overfunded with plan assets of approximately 136 percent of projected benefit obligations. Given the overfunded status of our U.S. pension plans, we made changes to the investment allocations for our U.S pension plans at the end of 2023 to a liability driven investment strategy that more closely matches plan assets with plan liabilities primarily using long duration fixed income securities.

Historically, we have maintained a strategy of acquiring businesses and enhancing profitability through productivity and cost reduction opportunities. Acquisitions require us to estimate the fair value of the assets acquired and liabilities assumed in the transactions. These estimates of fair value are based on market participant perspectives when available and our business plans for the acquired entities, which include eliminating operating redundancies, facility closings and rationalizations and assumptions as to the ultimate resolution of liabilities assumed. We also continually evaluate the operating performance of our existing facilities and our business requirements and, when deemed appropriate, we exit or rationalize existing operating facilities. Establishing reserves for acquisition plans and facility rationalizations requires the use of estimates. Although we believe that these estimates accurately reflect the costs of these plans, actual costs incurred may differ from these estimates.

Goodwill is reviewed for impairment each year and more frequently if circumstances indicate a possible impairment. Our tests for goodwill impairment require us to make certain assumptions to determine the fair value of our reporting units. In 2025, we calculated the fair value of our reporting units using the market approach, which required us to estimate future expected earnings before interest, income taxes, depreciation and amortization, or EBITDA, and estimate EBITDA market multiples using publicly available information for each of our reporting units. Developing these assumptions requires the use of significant judgment and estimates. Actual results may differ from these forecasts. If an impairment were to be identified, it could result in additional expense recorded in our consolidated statements of income.

FORWARD-LOOKING STATEMENTS

The statements we have made in “Risk Factors” and “Management’s Discussion and Analysis of Results of Operations and Financial Condition” and elsewhere in this Annual Report which are not historical facts are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934, as amended, or the Exchange Act. These forward-looking statements are made based upon management’s expectations and beliefs concerning future events impacting us and therefore involve a number of uncertainties and risks. Therefore, the actual results of our operations or our financial condition could differ materially from those expressed or implied in these forward-looking statements.

The discussion in our “Risk Factors” and our “Management’s Discussion and Analysis of Results of Operations and Financial Condition” sections highlight some of the more important risks identified by our management, but should not be assumed to be the only factors that could affect future performance. Other factors that could cause the actual results of our operations or our financial condition to differ from those expressed or implied in these forward-looking statements include, but are not necessarily limited to, our ability to satisfy our obligations under our contracts; the impact of customer claims and disputes; compliance by our suppliers with the terms of our arrangements with them; changes in consumer preferences for different packaging products; changes in general economic conditions; the idling or loss of one or more of our significant manufacturing facilities; our ability to finance any increase in our net working capital in the event that our supply chain financing arrangements end; the impact of deploying artificial intelligence or machine learning technologies in our operations or business processes and compliance with related requirements, changes in tax rates in any jurisdiction where we conduct business; changes to trade policies, including new tariffs or changes to trade agreements or treaties; and other factors described elsewhere in this Annual Report or in our other filings with the SEC.

Except to the extent required by the federal securities laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors pursuant to the Private Securities Litigation Reform Act of 1995 should not be construed as exhaustive or as any admission regarding the adequacy of our disclosures. Certain risk factors are detailed from time to time in our various public filings. You are advised, however, to consult any further disclosures we make on related subjects in our filings with the SEC.

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You can identify forward-looking statements by the fact that they do not relate strictly to historic or current facts. Forward-looking statements use terms such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “will,” “should,” “seeks,” “pro forma” or similar expressions in connection with any disclosure of future operating or financial performance. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks described under “Risk Factors,” that may cause our actual results of operations, financial condition, levels of activity, performance or achievements to be materially different from any future results of operations, financial condition, levels of activity, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on these forward-looking statements.
