AMCR 10-K & 10-Q changes, risk factors and insider trading

Changes in Consumer Demand — Demand for our products could be affected by a variety of factors, including changes in economic environmentconditions and regulations.regulatory developments.

Sales of our products and services dependare heavilyclosely ontied theto volumeour ofcustomers' sales made by our customersvolumes to end consumers. AlternativeShifts in consumer preferences for products inacross the industries that we serveserve, or in the packaging formats inused whichto suchdeliver productsthose areproducts, delivered,may whetherarise as a result offrom changes in cost, economic environments,conditions, regulatory developments (including end user taxes), convenienceor orevolving expectations related to convenience, health, environmental,environmental impact, and social concerns,considerations. andFor perceptions,example, suchincreasing asfocus pressureon to reducereducing packaging waste and limiting the use of petrochemical components, may result in a decline in thedecrease demand for certain of our products or therender obsolescence of someportions of our existing products.portfolio Anyless relevant or obsolete. Additionally, new products we produceintroduce may failnot toachieve meetexpected sales volumes or margin expectationslevels due to various factors, including our or our customers' inability to accurately predict customerconsumer demand, end user preferences or movements in industry standards, or to develop products that meet consumer demand in a timely and cost-effective manner.

Changing preferences for products and packaging formats may result in increased demand for other products we produce. However, ifIf changing preferences are not offset by demandgrowth forin new or alternativesubstitute products that we manufacture,or changes in consumer preferencesdemand couldare havenot aadequately materialmitigated adverseby effectgrowth onin new or substitute products, our business, financial condition, results of operations, or cash flows.flows could be materially adversely affected.

Relationships with our customers are fundamental to our success, particularly given the nature of the packaging industry and other supply choices available to customers. While we do not have a single customer accounting for more than 10% of our net sales, customer concentration can be more pronounced within certain businesses. Consequently, the loss of any of our key customers or any significant reduction in their production requirements, or an adverse change in the terms of our supply agreements with them, could reduce our sales revenue and net profit. In addition, geopolitical tensions, wars, and terrorism can impact local demand for our products. Although we have been largely successful in maintaining customer relationships in the past, there is no assurance that existing customer relationships will be renewed at existing volume,volumes, product mix, or price levels, or at all.

We have also invested in companies in which we do not exercise control. Our investment partners or other parties that hold the remaining ownership interests in companies that we do not control may not have interests that are aligned with our goals. We have incurred losses in our equity method investments in the past, and the recognition of our proportionate share of our investees' results in the future could adversely affect our results of operations. In addition, our equity method investments are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of our investment is not recoverable. If we determine that an investment is other-than-temporarily impaired, the resulting impairment charge could adversely affect our results of operations. We have recognized impairment losses in the past in connection with our investments and we may be required to do so again in the future. If we determine that an investment is other than temporarily impaired, the resulting impairment charge could adversely affect our results of operations.

Recent global economic challenges, including the conflict between Russia and Ukraine, thecurrent Middle East conflict, tensions between China and Taiwan,conflict and relatively high inflation and interest rates in certain regions, which have substantially increased the cost of energy and many of the raw materials we use to produce packaging while also disrupting global supply chains, may continue to put pressure on our business. Current and future unrest in regions where we operate, and political developments, could have a material impact on our financial condition.

We have operations throughout the world, including facilities in emerging markets. In fiscal year 2025,2026, approximately 75%81% of our sales revenue came from developed markets and 25%19% came from emerging markets. We expect to continue to expand our operations in the future, including in the emerging markets.

The current Middle East conflict between Russia and Ukraine has negatively impacted the global economyeconomy, and led to various economic sanctions being imposed by the U.S., the European Union, the United Kingdom, and other countries against Russia. Itit is not possible to predict the broader or longer-term consequences of this conflict. Continued escalation of geopolitical tensions, including the conflict in the Middle East and tensions between China and Taiwan, could result in the loss of property, supply chain disruptions, significant inflationary pressure on raw material prices and other resources (such as energy and natural gas), fluctuations in our customers’ buying patterns given regional shortages of food ingredients and other factors, lower demand by end consumers given rising inflation, enhanced risks to our global technology infrastructure (such as through cyberattack or ransomware attack), exposure to foreign currency fluctuations, credit and capital market disruption which could impact our ability to obtain financing, increaseincreased interest rates, the loss of property, and adverse foreign exchange impacts. These broader consequences could have a material adverse effect on our business, cash flow, financial condition, and results of operations.

Our international operations involve limited sales to entities located in countries subject to economic sanctions administered by the U.S. Office of Foreign Assets Control, the U.S. Department of State, and the U.S. Department of Commerce and other applicable national and supranational organizations (collectively, "Sanctions"). We also operate in certain countries that are occasionally subject to Sanctions, which require us to maintain internal processes and control procedures. FailureMaintaining a strong ethical culture and effective compliance environment across our global operations is critical to do so could result in a breach by our employees of various laws and regulations, including those relating to money laundering, corruption, export control, fraud, bribery, insider trading, antitrust, competition, and economic sanctions, whether due to a lack of integrity or awareness or otherwise. We have implemented safeguards, training and policies to discourage these practices by our employees and agents. Any such breach could result in sanctions (including fines and penalties) and could have a material adverse effect on our financial condition and reputation.business.

As a manufacturer of packaging products, our sales and profitability are dependent on the availability and cost of raw materials, labor, and other inputs, including energy. All of the raw materials we use are purchased from third parties, and our primary inputs include polymer resins and films, paper, paperboard, inks, solvents, adhesives, aluminum,adhesives and chemicals.aluminum. Prices for these raw materials are subject to substantial fluctuations that are beyond our control due to factors such as changing economic conditions (including inflation), currency and commodity price fluctuations, resource availability and other supply chain challenges, transportation costs, geopolitical risks (including the conflicts between Russia and Ukraine, andconflict in the Middle East and between Russia and Ukraine), pandemics and other health crises, an increase in the demand for products manufactured from recycled materials, weather conditions and natural disasters, environmental regulations related to greenhouse gas emissions, product circularity, biodiversity and deforestation, human rights due diligence regulations, and other factors impacting supply and demand pressures. For example, energysince pricesthe haveescalation fluctuatedof significantlyconflict in the pastMiddle fewEast, yearsglobal andenergy maymarkets fluctuatehave been disrupted resulting in higher energy prices which have had an unprecedented impact on the cost of certain raw materials used in the futuremanufacturing whichand couldtransportation negatively impactof our resultsproducts ofwhile operations.also disrupting supply chains.

While we have largely been able to successfully manage through any supply disruptions and related price volatility in the past, there is no assurance that we will be able to successfully navigate any future disruptions. Increases in costs and disruptions in supply can have a material adverse effect on our business and financial results. We seek to mitigate these risks through various strategies, including entering into contracts with certain customers that permit price adjustments to reflect increased raw material and other costs or by otherwise seeking to increase our prices to offset increases in raw material and other costs and seeking alternative sources of supply for key raw materials. However,In thereaddition, energy used in our operations is largely derived from non-renewable energy sources, which may increase our exposure to emissions-related regulations, including carbon pricing or carbon taxes, energy price volatility, and stakeholder reputational risks, and may require us to make investments in renewable energy and other energy-related initiatives. There is no guarantee that we will be able to anticipate or mitigate commodity and input price movements or supply disruptions. In addition, there may be delays in adjusting prices to correspond with underlying raw material costs and corresponding impacts on our working capital and level of indebtedness and any failure to anticipate or mitigate against such movements could have a material adverse effect on our business, financial condition, results of operations, or cash flows.

Supply or workforce shortages, fluctuations in freight costs, limitations on shipping capacity, or other disruptions in our supply chain, including sourcing materials from a single supplier or those that may occur related to wars, including the conflict in the Middle East, geopolitical tensions, natural disasters, health crises, or new regulations, could affect our ability to obtain timely delivery of raw materials, equipment, and other supplies, and in turn, adversely impact our ability to supply products to our customers. Additionally, severe weather events and other adverse effects of climate change could have negative effects on agricultural productivity, leading customers to face both availability and price challenges with agricultural commodities, which may impact the demand for our products. The potential magnitude of these commercial risks on our business, financial condition, results of operations, or cash flows could be material.

Our ability to execute our strategy and deliver long-term value depends on our success in attracting, developing, and retaining a skilled and engaged workforce, including our global executive management and operational teams. Following ourthe recent combinationmerger with Berry, we are navigatingcontinuing ato significantintegrate transformationand ofalign our businessorganization, and culture. While the integration provides opportunities to scaleincluding talent strategies and enhance organizational capability, it also introduces complexity in aligning legacystrategies, systems, practices, and leadership structures.structures Challengesacross inthe managingcombined business. While this transitionintegration creates opportunities to enhance organizational capability and scale our talent strategies, it also requires effective change management to ensure continuity and retention of critical talent. If we are unable to successfully manage this integration or retainingretain criticalkey talentemployees, couldour adverselyability impactto execution ofexecute our business plans and overallachieve performance.expected Thereperformance isoutcomes no assurance that these efforts willcould be successfuladversely andaffected, as a result wewhich may sufferin materialturn adverse effects onimpact our business, financial condition, results of operations, and cash flows.

Externally, weWe continue to face labor market challenges,challenges in certain regions, including skilled labor shortages, wage inflation, demographic shifts, and evolving workforce expectations. While we have responded effectively to date through workforce planning, succession strategies, and employee engagement efforts, we cannot guarantee continued success in attracting or retaining the talent critical to our growing organization. Prolonged gaps in workforce continuity or capability may negatively affect our productivity, operations, and ability to meet customer commitments.

The recent merger with Berry has added complexity to employment terms across regions. Delays or challenges in renewing agreements could result in higher labor costs or operational disruptions. However, there is no assurance that we will avoid future disputes or be able to renegotiate agreements on favorable terms. Additionally, labor actions by employees of our suppliers, customers, or other third parties could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Our diversification of facilities for product manufacturing and current or future insurance coverage for our facilities, including business interruption insurance, may not be sufficient to protect our business in the event of a significant disruption at one of our key manufacturing facilities. Significant disruptions due to accident,accidents, labor issues, weather conditions, power outages, cyberattacks or otherwise, could negatively impact our business, financial condition, or results of operations, or cash flows.

Increased cyber-attacks, including computer viruses, ransomware, unauthorized access attempts, phishing, hacking, and other types of attacks pose a risk to the security and availability of our information technology systems, including those provided by third parties. Emerging artificialArtificial intelligence ("AI") technologies have also enabled threat actors to identify vulnerabilities at an accelerated pace, which increases the scale and sophistication of threats and which may intensify these cybersecurity risks. In addition to traditional attacks, we face threats from sophisticated nation-state and nation-state-supported actors who engage in attacks, including advanced persistent threat intrusions. We have experienced and expect to continue to experience actual and attempted cyber-attacks on our information technology systems by threat parties of all types (including nation-states, criminal enterprises, individuals, or advanced persistent threat groups). Geopolitical instability, including as a result of the Russia-Ukraineconflict conflict,in the Middle East, evolution, scope, and sophistication of cyber-attacks, accessibility of our data by third parties through interconnected networks, and work-from-home arrangements heighten the risk of cyber-attacks.

We have operational safeguards in place to detect and prevent cyber-attacks, such as employee training, monitoring of our networks and systems, ensuring strong data protection standards, and maintaining and upgrading security systems but it is virtually impossible to entirely eliminate this risk. To date, we have not experienced any significantmaterial impacts. However, our safeguards may not always be able to prevent a cyber-attack from impacting our systems and we may not be able to successfully and timely execute our business recovery protocol or successfully integrate Berry into our cybersecurity risk programs,protocol, which could have a material impact on our business, financial condition, results of operations, or cash flows. Further, as cybersecurity threats continue to evolve, we may be required to make significant investments to modify or enhance our systems to improve our ability to respond and recover. In addition, our customers, suppliers, and third-party service providers are susceptible to cyber-attacks and disruption to their information technology systems, which could result in reduced demand for our products or limit our ability to supply our products.

We also maintain and have access to sensitive, confidential, or personal data or information that is subject to privacy and security laws, regulations, and customer controls. Data privacy laws and regulations continue to evolve and impose more complex and stringent requirements especially in the U.S., Europe, and China, which increases the complexity of our processes and associated costs. Despite our efforts to protect such information and to comply with privacy and data protection laws and regulations, our facilities and systems and those of our customers, suppliers, and third-party service providers may be vulnerable to security breaches, cyber-attacks, misplaced or lost data, and programming and/or user errors that could lead to the compromising of sensitive, confidential, or personal data or information, the improper use of our systems and networks, and the manipulation and destruction of data. Information system damages, disruptions, shutdowns, or compromises could result in production downtimes and operational disruptions, transaction errors, loss of customers and business opportunities, violation of privacy laws and legal liability, regulatory fines, penalties or intervention, negative publicity resulting in reputational damage, reimbursement or compensatory payments, and other costs, any of which could have an adverse effect on our business, financial condition, results of operations, or cash flows, which affecteffect may be material and result in a competitive disadvantage. Although we attempt to mitigate these risks by employing a number of measures, our systems, networks, products, and services remain potentially vulnerable to advanced and persistent threats.

We rely on the successful and uninterrupted functioning of our information technology and control systems to securely manage operations and various business functions, and on various technologies to process, store, and report information about our business, and to interact with customers, suppliers, and employees around the world. In addition, our information systems rely on internal information technology systems and third-party systems, including cloud solutions, which require different security measures. These measures cover technical changes to our network security, organization, and governance changes as well as alignment of third-party suppliers on market standards. As with all information technology systems, our systems may be susceptible to damage, disruption, information loss, or shutdown due to a variety of factors including power outages, failures during the process of upgrading or replacing software, hardware failures, cyber-attacks (e.g., phishing, ransomware, computer viruses), natural disasters, telecommunications failures, user errors, unauthorized access, and malicious or accidental destruction, or catastrophic events. Infrastructure changes, including migration to new data centers or cloud solutions, updates or patches to our core software infrastructure, and changes in our data processing pipelines could lead to significant business disruptions due to human error in our deployment processes or third-party software errors. While we have established and regularly test our business disaster recovery plan, there is no guarantee that it will resolve issues resulting from those disruptions in a timely manner. We may suffer material adverse effects on our business, financial condition, results of operations, and cash flows.

Goodwill and Other Intangible Assets — AsA asignificant resultwrite-down of the Merger, our goodwill and/or other intangible assets have increased significantly, and a significant impairment would have a material adverse effect on our reported results of operations and financial position.

As of June 30, 2025, and after the Merger,2026, we had $18.7 billion of goodwill and other intangible assets. We review our goodwill balance for impairment at least once a year and whenever events or a change in circumstances indicate that an impairment may have occurred using the appropriate business valuation methods in accordance with current accounting standards. Future changes in the cost of capital, market multiples, market growth, expected cash flows, or other factors may cause our goodwill and/or other intangible assets to be impaired, resulting in a non-cash charge in our results of operations to reduce the value of these assets to their fair value. Furthermore, if we make changes to our business strategy or if external conditions adversely affect our business operations, we could be required to record an impairment charge for goodwill and/or other intangible assets, which could have a material adverse effect on our business, financial condition, and results of operations. We have identified the valuation of goodwill and other intangible assets as a critical accounting estimate. Refer to "Item 7. - Management’s Discussion and Analysis of Financial Condition and Results of Operations," "Critical Accounting Estimates and Judgments," of this Annual Report on Form 10-K.

We have been subject to the requirements of Section 404 of the Sarbanes-Oxley Act ("SOX") since fiscal year 2020. Management is responsible for establishing and maintaining adequate internal controls over financial reporting and while they meet the standards set forth in SOX, our internal control over financial reporting may not prevent or detect misstatements, as any controls or procedures, no matter how well designed and operated, can provide only reasonable assurance against misstatement. We have elected to exclude from management's annual report on internal control over financial reporting for fiscal year 2025 an assessment of the control environment of Berry, given the Merger closed in our fourth fiscal quarter. If we fail to maintain the adequacy of our internal controls, which includes integrating Berry into our control environment in fiscal year 2026, we could be subject to regulatory scrutiny, civil or criminal penalties, or litigation. In addition, failure to maintain adequate internal controls could result in financial statements that do not accurately reflect our financial condition, and we may be required to restate previously published financial information, which could lead to a material adverse effect on our operations, loss of investor confidence, and a negative impact on the trading price of our common stock.

There is significant scrutiny from investors, customers, suppliers, governments, and other stakeholders on corporate ESG practices. Our commitment to sustainability and ESG practices remains at the core of our business, and we have established related goals and targets. For example, we have made a public commitment to achieve net zero greenhouse gas emissions by 2050 and have set long-term emissions targets which were approved by the Science Based Targets initiative ("SBTi") and we are planning on re-submitting combined company targets given the Merger with Berry.SBTi. However, our ESG practices may not meet the standards of all of our stakeholders, and advocacy groups may campaign for further changes based on emerging standard practices related to environmental, social, and governanceESG issues. Many of our large, global customers are also committing to long-term targets to reduce greenhouse gas emissions and reliance on fossil fuels within their supply chains. If we are unable to support our customers in achieving these reductions, customers may seek out competitors who are better able to support such reductions. A failure, or perceived failure, to respond to expectations of all parties, including with meeting our own climate-related and other ESG target ambitions, whether due to our own actions or the inability of participants in our value chain to reduce emissions or otherwise support our climate objectives, could cause harm to our business and reputation and have a negative impact on the trading price of our common stock. Moreover, not all of our competitors establish, or will be legally required to establish, climate or other ESG sustainability targets and goals at levels comparable to ours, which could result in competitors having lower supply chain, operating or compliance costs as well as reduced reputational and legal risks associated with not meeting such goals.

ESG Regulations — Changing and emerging ESG government regulations, including climate-relatedclimate and circularity-related rules, may adversely affect our company.

Additionally, increasedIncreased regulation of emissions linked to climate change, including carbon pricing and greenhouse gas emissions and other climate-related regulations, could potentially increase the cost of our operations due to increased costs of compliance (which may not be recoverable through adjustment of prices), increased cost of fossil fuel-based inputs and increased cost of energy intensive raw material inputs. We could also incur additional compliance costs for monitoring and reporting emissions and for maintaining permits. However, any such changes are uncertain, and we cannot predict the amount of additional capital expenses or operating expenses that would be necessary for compliance.

Amcor is the global leader in developing and producing responsible consumerprimary packaging and dispensing solutions across a variety of materials for nutrition, health, beauty and wellness categories. Our global product innovation and sustainability expertise enables us to solve packaging challenges around the world every day, producing a range of flexible packaging, rigid packaging, cartons and closures that are more sustainable, functional and appealing for our customers and their consumers. We are guided by our purpose of elevating customers, shaping lives and protecting the future. Supported by a commitment to safety, in fiscal year 2025,2026, 77,000approximately 75,000 Amcor people generated $15.0$23.5 billion in annual sales from operations that span overapproximately 400 locations in more than 40 countries.

Significant Developments Affectingand the Periods PresentedTrends

On November 19, 2024, the Company, Aurora Spirit, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Berry Global Group, Inc., a Delaware corporation (“Berry”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement providesprovided for the merger of Merger Sub with and into Berry (the “Merger”), with Berry surviving the Merger as a wholly-owned subsidiary of Amcor. On April 30, 2025, we completed the transactions called for by the Merger Agreement to obtain all of the ownership interest in Berry for purchase consideration of $10.4 billion, not including Berry debt assumed by Amcor of approximately $5.2 billion. In connection with the closing of the Merger, we issued approximately 846 million ordinary shares to Berry shareholders,shareholders (pre 1-for-5 reverse stock split), excluding shares for Berry vested share-based payment and cash settled awards at closing, and paid $2.2 billion in connection with the required extinguishment of certain Berry indebtedness using the proceeds from the cumulative issuance of $2.2 billion in long-term debt in March 2025. Refer to Part II, Item 8 - Financial Statements, Note 4, "Acquisitions and Divestitures" and Note 14, "Debt" for further information.

In connection with the Merger with Berry, the Company initiated restructuring and integration activities in the fourth quarter of fiscal year 2025 ("Berry Plan") aimed at integrating the combined organization. As previously announced, theThe Company continues to target realizing approximately $530 million of pre-tax synergies driven by procurement, supply chain, and general and administrative savings, $60 million in annual financial synergies and $60 million in pre-tax earnings benefits from growth synergies by theJune end of fiscal year30, 2028. The total Berry Plan pre-tax cash cost is estimated at $280 million, net, including restructuring activities and general integration expenses. The Berry Plan is expected to be completed by theJune end of fiscal year30, 2028.

The Company incurred $14$104 million in employee related expenses, $26 million in other restructuring activities, $45 million in restructuring activitiesrelated inexpenses, theand fourth$19 quartermillion on fixed asset related items (net of fiscalgains yearon 2025asset associateddisposals), with the$88 Berrymillion Plan related to employee expensesincurred in the Global Flexible Packaging Solutions segment.reportable segment, $90 million incurred in the Global Rigid Packaging Solutions reportable segment, and $16 million incurred in Corporate, in fiscal year 2026. The Company also incurred $33$51 million in integration activities in fiscal year 20252026 in both the Global Flexible Packaging Solutions segment and the Global Rigid Packaging Solutions segment and Corporate. ToNet date,cash theexpenditures Berryof Planapproximately has$157 resultedmillion have been incurred in approximatelyfiscal $25year million2026 offor restructuring and general integration activities, with $103 million representing payments for restructuring and related cashexpenses. outflows.For further information, refer to Note 5, "Restructuring, Transaction, and Integration Expenses, Net," and Note 6, "Restructuring" of "Part II, Item 8, Notes to Consolidated Financial Statements.

We have subsidiaries in Argentina that historically had a functional currency of the Argentine Peso. As of June 30, 2018, the Argentine economy was designated as highly inflationary for accounting purposes. Accordingly, beginning July 1, 2018, we began reporting the financial results of our Argentine subsidiaries with a functional currency of the Argentine Peso at the functional currency of the parent, which is the U.S. dollar. Following the governmental election in the second quarter of fiscal year 2024, Argentina devalued the Argentine Peso by approximately 55% against the U.S. dollar. In April 2025, the Argentine government lifted its capital controls over the Argentine peso and implemented a currency band within which the government will allow the Argentine peso to trade against the U.S. dollar andwhich enables the Central Bank of Argentina to increase its reserves. The measures taken in April 2025 resulted in a devaluation of approximately 10%. In December 2025, the Central Bank of Argentina announced a new phase of its economic program which included changing its foreign exchange rate band mechanism and launching an active foreign exchange reserve accumulation program to strengthen the country's economy. Highly inflationary accounting resulted in a negative impact of $19 million, $16 million and $53 million in foreign currency transaction losses that were reflected in the consolidated statements of income for the fiscal years ended June 30, 2026, 2025, and 2024, respectively. OurWe continue to monitor the foreign currency exposure risk of our operations in ArgentinaArgentina, which represented approximatelyless 2%than 1% of ourtotal consolidatedassets netas salesof andJune annual30, adjusted earnings before interest and tax in fiscal year 2025.2026.

Net sales increased by $1,369$8,497 million, or 10%,57%, in fiscal year 2025,2026, compared to fiscal year 2024.2025. Excluding the increase of sales from the MergerMerger, with Berry Global Group, Inc. (the "Merger")net of 12%,divestments, of approximately $7,864 million, or 52%, the positive currency impacts of approximately $649 million, and the positive impacts from the pass-through of higher raw material costs of $79approximately $240 million, the negativeremaining currency impacts of $100 million, and the negative impacts from disposed operations of $126 million, the decreasevariation in net sales for fiscal year 20252026 was $65a million, reflecting higher sales volumedecrease of approximately 1%$260 offsetmillion byor unfavorable price/mix impact of approximately 1%,2%, primarily due toreflecting lower volumessales in high value healthcare categories in the first half of the year.volume.

Net income attributable to Amcor plc decreasedincreased by $219$595 million, or 30%,116%, in fiscal year 2025,2026, compared to fiscal year 2024.2025. This is mainly due to increased gross profit of $1,856 million, increased other income, net of $113 million, increased interest income of $17 million, and lower restructuring, transaction and integration expensesexpenses, net of $210$9 million associated with the Merger, partially offset by higher selling, general, and administrative expenses of $112$726 million primarily due to the Merger, increase in amortization of acquired intangible assets of $79$312 million due to the Merger, increased interest expense of $48$280 million due primarily to Merger related financing and assumed debt, partiallyincreased offsetresearch byand thedevelopment increaseexpenses of gross profit of $122 million, other income/(expenses), net of $88$50 million, and a decrease inhigher income tax expense of $28$46 million.

Diluted earnings per share ("Diluted EPS") decreasedincreased by $0.185,$0.78, or 37%,49%, in fiscal year 2025,2026, compared to fiscal year 2024,2025, with the net income attributable to ordinary shareholders of Amcor plc decreasingincreasing by 30%117% due to the above items and the diluted weighted-average number of shares outstanding increasing by 11%46% in fiscal year 2025,2026, compared to fiscal year 2024.2025. The increase in the diluted weighted-average number of shares outstanding was largely due to the completion of the Merger with Berry and the related share issuances.

Net sales increased by $540$2,763 million, or 5%,27%, in fiscal year 2025,2026, compared to fiscal year 2024.2025. Excluding the increase of sales from the MergerMerger, net of divestments, of approximately 4%,$2,240 million, or 22%, the positive currency impacts of approximately $333 million, and the positive impacts from the pass-through of higher raw material costs of $110approximately million, the negative currency impacts of $54 million, and the negative impacts from disposed operations of $26$240 million, the remaining increasevariation in net sales for fiscal year 20252026 was $74a milliondecrease orof 1%,approximately $50 million, reflecting favorableunfavorable sales volumes of approximately 2% with growth delivered across all key regions,1%, partially offset by unfavorablefavorable price/mix impact of approximately 1% primarily due to lower volumes in high value healthcare categories in the first half of the year.impact.

Adjusted earnings before interest and tax ("Adjusted EBIT") increased by $63$391 million, or 5%28% in fiscal year 2025,2026, compared to fiscal year 2024.2025. Excluding the positive impacts from the MergerMerger, net of divestments, of approximately 4%,$250 partiallymillion offsetor by18%, and the negativepositive currency impacts of $10approximately $34 million, the remaining variation in Adjusted EBIT for fiscal year 20252026 was an increase of $23approximately $107 million or 2%,8%, mainly reflecting highersynergy benefits from the Merger, operating cost performance and productivity benefits of approximately 12%, partially offset by lower volumes of approximately 5%,3%, strong cost performance of approximately 11%, partially offset byand unfavorable impacts from price/mix of approximately 14%.1%.

Net sales increased by $829$5,734 million, or 25%,116%, in fiscal year 2025,2026, compared to fiscal year 2024.2025. Excluding the increase of sales from the MergerMerger, net of divestments, of approximately 35%,$5,624 million, or 114%, and the negative impacts from disposed operations of $100 million, the negativepositive currency impacts of $46 million, and the negative impact from the pass-through of lower raw material costs of $31$318 million, the remaining variation in net sales for fiscal year 20252026 was a decrease of $139$208 million, or 4%, reflecting unfavorable volumes of approximately 2%3% and unfavorable price/mix benefits of approximately 2%.1%. The pass through of movements in raw material costs had no material impact on net sales.

Adjusted EBIT increased by $116$741 million, or 45%,170%, in fiscal year 2025,2026, compared to fiscal year 2024.2025. Excluding the positive impacts from the MergerMerger, net of divestments, of approximately 62%,$635 partiallymillion, offsetor by the negative impacts from disposed operations of $12 million146% and the negativepositive currency impacts of $7$42 million, the remaining variation in adjusted EBIT for fiscal year 20252026 was aan decreaseincrease of $25$64 million, or 10%,15%, reflecting synergy benefits from the netMerger and operating cost performance of approximately 26%, partially offset by the negative effect of 9%approximately 11% from unfavorable volumes and an unfavorable price/mix impact onlower earnings ofin approximatelynon-core 17%, partially offset by strong cost performance of approximately 16%.businesses.

Gross profit increased by $122$1,856 million, or 4%65% in fiscal year 2025,2026, compared to fiscal year 2024.2025. The increase was primarily driven by the Merger and higher volumes.synergies. Gross profit as a percentage of sales decreasedincreased to 18.9%20.0% for fiscal year 2025,2026, driven primarily by thesynergies amortizationand ofcontinued thedisciplined Mergerexecution relatedagainst inventorycost step-upand inproductivity acquired inventory of $133 million in the fourth quarter of fiscal year 2025.initiatives.

SG&A expenses increased by $112$726 million, or 10%,60%, in fiscal year 2025,2026, compared to fiscal year 2024.2025. The increase was primarily driven by the inclusion of two months of Berry SG&A in fiscal year 2025.Merger.

Amortization of acquired intangible assets increased by $79$312 million, or 47%,127%, in fiscal year 2025,2026, compared to fiscal year 2024.2025. The increase was primarily driven by the additional amortization on the intangible assets acquired in the Merger.

Restructuring, transaction and integration expenses, net increaseddecreased by $210$9 million, or 216%,3%, in fiscal year 2025,2026, compared to fiscal year 2024.2025. The change was a result of a decrease in transaction and integration costs of $202$137 million incurred in connection with the Merger during the current period,and accelerated merger-related compensation expense of $41 million, partially offset by aan decreaseincrease in restructuringrestructuring, integration, and other related expenses, net,net of $33$169 million.

Other income/(expenses), net changed by $88$113 million, in fiscal year 2025,2026, compared to fiscal year 2024,2025. The change was primarily driven by the current year lower impacts of highly inflationary accounting for subsidiaries in Argentina, indirect tax benefits, and thecumulative gain on the divestituresale of Bericap.businesses during the fourth quarter of fiscal year 2026 of $56 million.

Interest income increased by $11$17 million, or 29%,35%, in fiscal year 2025,2026, compared to fiscal year 2024,2025, driven by interestthe on higher cash balances.Merger.

Income tax expense decreasedincreased by $28$46 million, or 17%,34%, in fiscal year 2025,2026, compared to fiscal year 2024,2025, primarily due to lowerhigher earnings.earnings driven by the Merger. The higherlower effective tax rate for fiscal year 20252026 versus fiscal year 20242025 is largely attributable to favorable return-to-provision adjustments recorded as current year discrete items identified upon completion of prior year income tax returns, movements in deferred tax positions including releases of valuation allowances, and changes in unrecognized tax benefits which are partially offset by non-deductible expenses related to the Merger in the current period.Merger.

This Annual Report on Form 10-K refers to non-GAAP financial measures: adjusted earnings before interest and taxes ("Adjusted EBIT"), earnings before interest and tax ("EBIT"), adjusted net income, and net debt. Such measures have not been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). These non-GAAP financial measures adjust for factors that are unusual or unpredictable. These measures exclude the impact of certain amounts related to the effect of changes in currency exchange rates, acquisitions, and restructuring, including employee-related costs, equipment relocation costs, accelerated depreciation, and the write-down of equipment. These measures also exclude gains or losses on sales of significant property and divestitures, significant property and other impairments, net of insurance recovery, certain regulatory and litigation matters, significant pension settlements, impairments in goodwill and equity method investments, and certain acquisition-related expenses, including financing-related, transaction, and integration expenses, due diligence expenses, professional and legal fees, purchase accounting adjustments for inventory, order backlog, intangible amortization, changes in the fair value of contingent acquisition payments and economic hedging instruments on commercial paper, CEOexecutive transition costs, and impacts related to the Russia-Ukraine conflict. Note that while amortization of acquired intangible assets is excluded from non-GAAP adjusted financial measures, the revenue of the acquired entities and all other expenses unless otherwise stated, are reflected in Adjusted EBIT and adjusted net income and the acquired assets contribute to revenue generation.

(3)Transaction and integrationcosts includes incremental costs related to the Merger.Merger and other strategic activities. Refer to Note 55, "Restructuring, Transaction, and Integration Expenses, Net".

(54)RestructuringRestructuring, integration and other related activities, net in fiscal year 2026 primarily includes costs incurred in connection with the Berry Plan. Fiscal year 2025 primarily includes costs incurred in connection with the 2023 Restructuring Plan and the Berry Plan. Fiscal year 2024 primarily includes costs incurred in connection with the 2023 Restructuring Plan. Refer to Note 6, "Restructuring," for further information. Fiscal year 2023 includes a pre-tax net gain on the sale of the Company's Russian business of $215 million, incremental costs of $18 million, and restructuring and related expenses of $107 million incurred in connection with the conflict. Refer to Note 6, "Restructuring," for further information.

(65)CEOExecutive transition costs primarilyin fiscal year 2026 reflect accelerated compensation, including share-based compensation, granted to the Company's former executives, and other transition related expenses. Fiscal year 2024 includes expenses incurred in connection with the retirement Chief Executive Officer who retired from that role in April 2024, and other transition related expenses.

(108)AdjustmentsPortfolio toreview interest expenseexpenses includes impairment and other incremental non-cash interest expenseexpenses incurred in connection with the Merger.strategic Referreview toof Notethe 4,Company's "Acquisitionsportfolio and Divestitures."alternatives.

Notes Guaranteed by the Obligor Group 1 companies (as defined below):

•$500 million, 5.450% Guaranteed Senior Notes due 2029 of Amcor Group Finance plc Note Guaranteed by the Obligor Group 2 companies (as defined below):

•$400 million, 1.650% First Priority Senior Secured Notes due 2027 of Berry Global, Inc. (1)

•$500 million, 5.500% First Priority Senior Secured Notes due 2028 of Berry Global, Inc. (1)

•$800 million, 5.800% First Priority Senior Secured Notes due 2031 of Berry Global, Inc. (1)

The below table summarizes the composition of the Obligor GroupsGroup:

All guarantors fully, unconditionally, and irrevocably guarantee, on a joint and several basis, to each holder of the notes of each series, the due and punctual payment of the principal of, and any premium and interest on, such notes and all other amounts payable, when and as the same shall become due and payable, whether at stated maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of the notes and related indenture. The obligations of the applicable guarantors under their guarantees will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, or similar laws) under applicable law. The guarantees will beare unsecured and unsubordinated obligations of the guarantors and will rank equally with all existing and future unsecured and unsubordinated debt of each guarantor. None of our other subsidiaries guarantee such notes. The issuers and guarantors conduct large parts of their operations through other subsidiaries of Amcor plc.

Set forth below is the summarized financial information of the Obligor Groups 1, 2 and 3Group:

On January 14, 2026, the Company filed an amendment to its memorandum of association to effect a 1-for-5 reverse stock split (the "Reverse Split"). The Reverse Split became effective on January 14, 2026. In connection with the Reverse Split, the par value of the Company's ordinary shares was increased to $0.05 and the Company's number of ordinary shares authorized was reduced to 1,800 million ordinary shares. All referencesprior made toyear ordinary sharesshare and per share amounts throughout this Management's Discussion and Analysis of Financial Condition and Results of Operations have been retroactively adjusted to reflect the effects of the Reverse Split.

Amcor is the global leader in developing and producing responsible packaging solutions across a variety of materials for nutrition, health, beauty and wellness categories. Our global product innovation and sustainability expertise enablesenable us to solve packaging challenges around the world every day, producing a range of flexible packaging, rigid packaging, cartons and closures that are more sustainable, functional and appealing for our customers and their consumers. We are guided by our purpose of elevating customers, shaping lives and protecting the future. Supported by a commitment to safety, in fiscal year 2025, 77,000 people generated $23 billion in annualized sales from operations on a pro forma basis from over 400 locations in more than 40 countries.

On November 19, 2024, the Company, Aurora Spirit, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Berry Global Group, Inc., a Delaware corporation (“Berry”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement providesprovided for the merger of Merger Sub with and into Berry (the “Merger”), with Berry surviving the Merger as a wholly-owned subsidiary of Amcor. On April 30, 2025, we completed the transactions called for by the Merger Agreement toand obtainobtained all of the ownership interest in Berry for purchase consideration of $10.4 billion, not including Berry debt assumed by Amcor of approximately $5.2 billion. In connection with the closing of the Merger, we issued approximately 846 million ordinary shares to Berry shareholders, excluding shares for Berry vested share-based payment and cash settled awards at closing, and paid $2.2 billion in connection with the required extinguishment of certain Berry indebtedness using the proceeds from the cumulative issuance of $2.2 billion in long-term debt in March 2025. Refer to Part 1, Item 1 - Financial Statements, Note 3,4, "Acquisitions and Disposals", for further information.

In connection with the Merger with Berry, the Company initiated restructuring and integration activities in the fourth quarter of fiscal year 2025 ("Berry Plan") aimed at integrating the combined organization. The Company continues to target realizing approximately $530 million of pre-tax synergies driven by procurement, supply chain, and general and administrative savings, $60 million in annual financial synergies and $60 million in pre-tax earnings benefits from growth synergies by the end of fiscal year 2028. The total Berry Plan pre-tax net cash cost is estimated at $280 million, net, including restructuring activities and general integration expenses. As of DecemberMarch 31, 2025,2026, the Company has initiated restructuring projects with an expected net cost of approximately $285$292 million, of which $132$129 million relates to employee related expenses, $46$44 million to fixed asset related expenses (net of expected gains on asset disposals), $58$56 million to other restructuring expenses, and $49$63 million to restructuring related expenses. In addition, the Company expects to spend approximately $110$120 million on general integration costs. The restructuring and general integration activities initiated to date are expected to result in $260$275 million of net cash expenditures. The Berry Plan is expected to be completed by the end of fiscal year 2028.

In the sixnine months ended DecemberMarch 31, 2025,2026, the Company incurred $96$102 million in employee related expenses, $8$16 million in other restructuring, and $26$38 million in restructuring related expenses, partiallyand offset by a net gain of $6$10 million on fixed asset related items,items (net of gains on asset disposals), with $69$79 million incurred in the Global Flexible Packaging Solutions reportable segment, $47$71 million incurred in the Global Rigid Packaging Solutions reportable segment, and $8$16 million incurred in Corporate. The Company also incurred $30$48 million in integration activities in the firstnine halfmonths ofended fiscalMarch year31, 2026. Net cash outflows for restructuring and related expenses for both the three months ended and sixnine months ended DecemberMarch 30,31, 2025,2026, were approximately $32$44 million. Net cash expenditures of approximately $150$45 million to $160$55 million are expected for the balance of fiscal year 2026 for restructuring and general integration activities, with $120$40 million to $130$50 million representing payments for restructuring and related expenses.

In August 2025, we announced that we are reviewing strategic alternatives to maximize the value of our portfolio and have identified businesses with combined sales of $2.5 billion, which includes our North American Beverage business, for further review given they are less aligned with one or more core portfolio attributes including attractive growth and margin profile, industry structure, and scale and leadership position. Possible actions for these businesses include and are not limited to restructuring, partnership and joint venture ownership models, cash sale or a combination thereof. In the third quarter of fiscal year 2026, we concluded five businesses identified as part of the strategic review qualified as held for sale and reclassified related assets and liabilities as held for sale in our consolidated balance sheet and recognized a related impairment loss of $6 million. These five businesses have annual revenue of approximately $500 million. During the third quarter of fiscal year 2026, we also sold our investment in ePac for estimated proceeds of $79 million, including contingent and deferred consideration. While we continue to progress in our strategic alternatives review and expect to make progress in fiscal year 2026 on actions related to this strategic review, we have not identified a set deadline or definitive timetable for completion of the strategic alternatives review process and related actions and there is no assurance that this review will result in any transaction or that any such outcome will be successful. Subsequent to the end of the secondthird quarter of fiscal year 2026, we completed the sale of ourtwo investmentof inthe ePacfive businesses classified as held for estimatedsale proceedsand ofexecuted $79agreements million,to includingsell contingentthe consideration.remaining three. Refer to Note 17 -18, "Subsequent Events" for further information.

Market dynamics remainhave remained challenging within fiscal year 2026, reflecting softer consumer demand and customer order volatility in certain markets, and highercost costspressures in certain areas, including labor costs,costs. duringThese theconditions firsthave halfbeen ofdriven fiscal year 2026. The underlying causes for the market volatility being experienced can be attributed toby a varietycombination of factors, suchincluding asongoing geopolitical tensiontensions and conflicts, volatility and changes in U.S. domestic and global tariff frameworksframeworks, and persistent inflation in many economieseconomies, impactingall of which have adversely affected consumption and consumer demand. Rapid changesshifts in U.S. trade policies,policy, includingtogether thewith announcementsustained ofinflationary wide-spread tariff increases which were paused and then re-announced, amid persistent inflationpressures in the U.S.,United hasStates, impactedhave further contributed to global market conditionsuncertainty resultingand in fluctuating consumeruneven demand across manyseveral categories.end markets.

WhileIn we generally source and manufacture our products in the local markets where they are sold, the volatility in tariffs may continueresponse to negativelythese impact customer and consumer demand, disrupt our supply chains, and increase inflation, raising our costs. In this context,conditions, we have remained focused on takingexecuting price and cost actions to offsetmitigate the impact of cost inflation and on aligning our cost base with prevailing market dynamicsconditions, and we expect to continue these efforts. However, these actions may not be sufficient to dofully so.offset the effects of these macroeconomic and geopolitical factors. There is no assurance that we will meet our performance expectations or that ongoing geopolitical tensions, including disruptionstariff-related related to tariffsdevelopments and other macroeconomic factors, will not negatively impact our business, financial results.condition, results of operations, or cash flows.

We have subsidiaries in Argentina that historically had a functional currency of the Argentine Peso. As of June 30, 2018, the Argentine economy was designated as highly inflationary for accounting purposes. Accordingly, beginning July 1, 2018, we began reporting the financial results of our Argentine subsidiaries with a functional currency of the Argentine Peso at the functional currency of the parent, which is the U.S. dollar. The impact of highly inflationary accounting in the three months ended DecemberMarch 31, 2025,2026, and 20242025 resulted in a negative/(favorable) impact on monetary assets of $4$(2) million and $3 million, respectively, and $15$13 million and $5$8 million in the sixnine months ended DecemberMarch 31, 2025,2026, and 2024,2025, respectively, in foreign currency transaction losses/(gains) that were reflected in the unaudited condensed consolidated statements of income. In December 2025, the Argentine central bank announced a new phase of its economic program which included changing its foreign exchange rate band mechanism and launching an active foreign exchange reserve accumulation program to strengthen the country's economy. In December 2025, the Argentine central bank repaid the portion that it drew on the $20 billion exchange-rate stabilization agreement it entered into with the United States Treasury Department. We continue to monitor the foreign currency exposure risk of our operations in Argentina, which represented less than 1% of total assets as of DecemberMarch 31, 2025.2026.

Results of Operations - Three Months Ended DecemberMarch 31, 20252026

Net sales increased by $2,208$2,581 million, or 68%,77%, for the three months ended DecemberMarch 31, 2025,2026, compared to the three months ended DecemberMarch 31, 2024.2025. Excluding the increase of sales from the merger with Berry Global Group, Inc. (the "Merger"),Merger, net of divestments, of approximately $2,155$2,383 million, the positive currency impacts of approximately $168$252 million, and the negative impacts from the pass-through of lower raw material costs of approximately $5$8 million, the remaining variation in net sales for the three months ended DecemberMarch 31, 20252026 was a decrease of approximately $110$47 million or 3%,1%, reflecting lower sales volumes of approximately 3%.2%, partially offset by favorable price/mix impact of approximately 1%.

Net income attributable to Amcor plc increased by $14$82 million, or 9%,42%, for the three months ended DecemberMarch 31, 2025,2026, compared to the three months ended DecemberMarch 31, 2024.2025. This is mainly due to increased gross profit of $413$536 million, and lower income tax expense of $55 million, and higher other income, net, of $6$8 million, partially offset by higher selling, general, and administrative expenses of $185$222 million, increased amortization of acquired intangible assets of $104$97 million, higher interest expense, net, of $78 million, increased restructuring, transaction and integration expenses, net of $85$37 million, higher interest expense, net, of $82 million, and increased research and development expenses of $11$17 million, and lower other income, net, of $15 million, all primarily due to the Merger.

Diluted earnings per share ("Diluted EPS") decreased by $0.180,$0.08, or 32%,12%, for the three months ended DecemberMarch 31, 2025,2026, compared to the three months ended DecemberMarch 31, 2024,2025, with the net income available to ordinary shareholders of Amcor plc increasing by 9%42% due to the above items and the diluted weighted average number of shares increasing by 60% for the three months ended DecemberMarch 31, 2025,2026, compared to the three months ended DecemberMarch 31, 2024.2025. The increase in the diluted weighted-average number of shares outstanding was largely due to the completion of the Merger with Berry and the related share issuances.

Net sales, including intersegment sales,sales increased by $677$844 million, or 27%35% for the three months ended DecemberMarch 31, 2025,2026, compared to the three months ended DecemberMarch 31, 2024.2025. Excluding the increase of sales from the Merger, net of divestments, of approximately $605$695 million and the positive currency impacts of approximately $96$133 million, and the positive impacts from the pass-through of higher raw material costs of approximately 1%, the remaining variation in net sales for the three months ended DecemberMarch 31, 20252026 was a decrease of approximately $25$22 million, or 1%, reflecting unfavorable sales volumes of approximately 2% which was partially offset by favorable price/mix impacts of approximately 1%.

Adjusted earnings before interest and tax ("Adjusted EBIT") increased by $80$109 million, or 25%32% for the three months ended DecemberMarch 31, 2025,2026, compared to the three months ended DecemberMarch 31, 2024.2025. Excluding the positive impacts from the Merger, net of divestments, of approximately $65$78 million, and the positive currency impacts of approximately $9$13 million, the remaining variation in Adjusted EBIT for the three months ended DecemberMarch 31, 20252026 was an increase of approximately $7$19 million, or 2%,5%, mainly reflecting synergy benefits from the Merger and favorable operating cost performance of approximately 15%,13%, partly offset by unfavorable volumes of approximately 8%4% and unfavorable price/mix impacts of approximately 5%.4%.

Net sales, including intersegment sales,sales increased by $1,534$1,737 million, or 210%,187%, for the three months ended DecemberMarch 31, 2025,2026, compared to the three months ended DecemberMarch 31, 2024.2025. Excluding the increase of sales from the Merger, net of divestments,Merger of approximately $1,550$1,689 million, the positive currency impacts of approximately $73$119 million, and the negative impacts from the pass-through of lower raw material costs of approximately $5 million,5%, the remaining variation in net sales for the three months ended DecemberMarch 31, 20252026 was a decrease of approximately $84$29 million, or 11%,3%, reflecting unfavorable sales volumes of approximately 6%, and unfavorable price/mix impacts of approximately 6%.volumes.

Adjusted EBIT increased by $175$206 million, or 327%,294%, for the three months ended DecemberMarch 31, 2025,2026, compared to the three months ended DecemberMarch 31, 2024.2025. Excluding the positive impacts from the Merger, net of divestments, of approximately $165$175 million and the positive currency impacts of approximately $10$16 million, the remaining variation in Adjusted EBIT for the three months ended DecemberMarch 31, 20252026 was an increase of approximately $1$15 million, or 2%,20%, reflecting synergy benefits from the Merger and favorable operating cost performance impacts of approximately 55%,52%, partially offset by the net negative effect of 17%approximately 9% from unfavorable volumes and unfavorable price/mix impacts on earnings of approximately 36%.23%.

Gross profit increased by $413$536 million, or 66%,82%, for the three months ended DecemberMarch 31, 2025,2026, compared to the three months ended DecemberMarch 31, 2024.2025. The increase was primarily driven by the Merger and synergies. Gross profit as a percentage of sales of 19.1%20.1% remained relatively stableincreased as of DecemberMarch 31, 2026, compared to March 31, 2025, compareddriven toby Decembersynergies 31,and 2024.continued disciplined execution against cost and productivity initiatives.

SG&A expenses increased by $185$222 million, or 73%,83%, for the three months ended DecemberMarch 31, 2025,2026, compared to the three months ended DecemberMarch 31, 2024.2025. The increase was primarily driven by the Merger.

Amortization of acquired intangible assets increased by $104$97 million, or 260%,262%, in the three months ended DecemberMarch 31, 2025,2026, compared to the three months ended DecemberMarch 31, 2024.2025. The increase was primarily driven by the additional intangible assets acquired in the Merger.

Research and development expenses increased by $11$17 million, or 41%,63%, in the three months ended DecemberMarch 31, 2025,2026, compared to the three months ended DecemberMarch 31, 2024.2025. The increase was primarily driven by the Merger.

Restructuring, transaction and integration expenses, net increased by $85$37 million or 116% for the three months ended DecemberMarch 31, 2025,2026, compared to the three months ended DecemberMarch 31, 2024.2025. The change was a result of an increase in restructuring, integration, and related expenses, net, of $89$51 million, partially offset by a decrease ofin transaction costs of $4$14 million.

Other income, net changed by $6$15 million for the three months ended DecemberMarch 31, 2025,2026, compared to the three months ended DecemberMarch 31, 2024.2025. The change was primarily driven by higher asset disposal impacts and indirect tax benefits,benefits during the prior period, partially offset by the impact of highly inflationary accounting for subsidiaries in Argentina.

Interest income increased by $6$7 million in the three months ended DecemberMarch 31, 2025,2026, compared to the three months ended DecemberMarch 31, 2024,2025, driven by interestthe on higher cash balances.Merger.

Interest expense increased by $88$85 million in the three months ended DecemberMarch 31, 2025,2026, compared to the three months ended DecemberMarch 31, 2024,2025, primarily driven by the additional debt issued and assumed in the Merger.

IncomeThe effective tax expenserate decreased by 24.26.6 percentage points for the three months ended DecemberMarch 31, 2025,2026, compared to the three months ended DecemberMarch 31, 2024,2025, primarily due to differences in non-deductible expenditures, and discrete events between the periods, which includes a $43$30 million discrete benefit from post-acquisitionthe restructuringrelease of previously recorded uncertain tax position in the current period.

Results of Operations - SixNine Months Ended DecemberMarch 31, 20252026

Net sales increased by $4,600$7,181 million, or 70%,72%, for the sixnine months ended DecemberMarch 31, 2025,2026, compared to the sixnine months ended DecemberMarch 31, 2024.2025. Excluding the increase of sales from the merger with Berry Global Group, Inc. (the "Merger"),Merger, net of divestments, of approximately $4,519$6,901 million, the positive currency impacts of approximately $278$531 million, and the negative impacts from the pass-through of lower raw material costs of approximately $29$36 million, the remaining variation in net sales for the sixnine months ended DecemberMarch 31, 20252026 was a decrease of approximately $168$215 million or 3%,2%, reflecting lower sales volumes of approximately 3%, partially offset by favorable price/mix impacts of approximately 1%.

Net income attributable to Amcor plc increased by $85$167 million, or 24%,30%, for the sixnine months ended DecemberMarch 31, 2025,2026, compared to the sixnine months ended DecemberMarch 31, 2024,2025, mainly due to an increase in gross profit of $878$1,414 million, lower income tax expense of $49$57 million, and higher other income, net, of $30$15 million, partially offset by higher selling, general, and administrative expenses of $344$566 million, higher amortization of acquired intangible assets of $198$295 million, higher interest expense, net of $238 million, higher restructuring, transaction and integration expenses, net of $154 million, higher interest expense, net of $160$191 million, and increased research and development expenses of $29$46 million, all primarily due to the Merger.

Diluted earnings per share decreased by $0.270,$0.35, or 22%,18%, for the sixnine months ended DecemberMarch 31, 2025,2026, compared to the sixnine months ended DecemberMarch 31, 2024,2025, with the net income available to ordinary shareholders of Amcor plc increasing by 24%31% due to the above items and the diluted weighted average number of shares increasing by 60% for the sixnine months ended DecemberMarch 31, 2025,2026, compared to the sixnine months ended DecemberMarch 31, 2024.2025. The increase in the diluted weighted-average number of shares outstanding was largely due to the completion of the Merger with Berry and the related share issuances.

Net sales, including intersegment sales,sales increased by $1,383$2,232 million, or 27%32% for the sixnine months ended DecemberMarch 31, 2025,2026, compared to the sixnine months ended DecemberMarch 31, 2024.2025. Excluding the increase of sales from the Merger, net of divestments, of approximately $1,249$1,943 million, the positive currency impacts of approximately $158$278 million, and the positive impacts from the pass-through of higher raw material costs of approximately $22 million,1%, the remaining variation in net sales for the sixnine months ended DecemberMarch 31, 20252026 was a decrease of approximately $46 million, or 1%, mainly reflecting unfavorable sales volumes of approximately 2%, partially offset by favorable price/mix impacts of approximately 2%.1%.

Adjusted earnings before interest and tax ("Adjusted EBIT") increased by $177$293 million, or 27%,30%, for the sixnine months ended DecemberMarch 31, 2025,2026, compared to the sixnine months ended DecemberMarch 31, 2024.2025. Excluding the positive impacts from the Merger, net of divestments, of approximately $140$220 million, and the positive currency impacts of approximately $15$27 million, the remaining variation in Adjusted EBIT for the sixnine months ended DecemberMarch 31, 20252026 was an increase of approximately $22$47 million, or 3%,5%, mainly reflecting synergy benefits from the Merger and favorable operating cost performance of approximately 14%, partially offset by unfavorable volumes of approximately 8%6% and negative price/mix impacts of approximately 3%.

Net sales, including intersegment sales,sales increased by $3,220$4,949 million, or 210%,173%, for the sixnine months ended DecemberMarch 31, 2025,2026, compared to the sixnine months ended DecemberMarch 31, 2024.2025. Excluding the increase of sales from the Merger, net of divestments, of approximately $3,270$4,959 million, the positive currency impacts of approximately $121$254 million, and the negative impacts from the pass-through of lower raw material costs of approximately $51 million,3%, the remaining variation in net sales for the sixnine months ended DecemberMarch 31, 20252026 was a decrease of approximately $120$176 million, or 8%,6%, reflecting unfavorable sales volumes of approximately 5% and unfavorable price/mix impacts of approximately 3%.1%.

Adjusted EBIT increased by $408$608 million, or 354%,281%, for the sixnine months ended DecemberMarch 31, 2025,2026, compared to the sixnine months ended DecemberMarch 31, 2024.2025. Excluding the positive impacts from the Merger, net of divestments, of approximately $405$580 million and the positive currency impacts of approximately $17$34 million, the remaining variation in Adjusted EBIT for the sixnine months ended DecemberMarch 31, 20252026 was a decrease of approximately $15$7 million, or 13%,3%, reflecting negative effect of approximately 23%18% from unfavorable volumes, unfavorable price/mix impact of approximately 29%,25%, partially offset by synergy benefits from the Merger and cost performance impacts of approximately 39%.40%.

Gross profit increased by $878$1,414 million, or 68%,73%, for the sixnine months ended DecemberMarch 31, 2025,2026, compared to the sixnine months ended DecemberMarch 31, 2024.2025. The increase was primarily driven by the Merger and synergies. Gross profit as a percentage of sales of 19.3%19.6% remained relatively stable asfor ofthe Decembernine months ended March 31, 2025,2026, compared to Decemberthe nine months ended March 31, 2024.2025.

Selling, general, and administrative expenses increased by $344$566 million or 65%71% for the sixnine months ended DecemberMarch 31, 2025,2026, compared to the sixnine months ended DecemberMarch 31, 2024.2025. The increase was primarily driven by the Merger.

Amortization of acquired intangible assets increased by $198$295 million, or 251%,254%, in the sixnine months ended DecemberMarch 31, 20252026 compared to the sixnine months ended DecemberMarch 31, 2024.2025. The increase was primarily driven by the additional intangible assets acquired in the Merger.

Research and development expenses increased by $29$46 million, or 53%,56%, in the sixnine months ended DecemberMarch 31, 2025,2026, compared to the sixnine months ended DecemberMarch 31, 2024.2025. The increase was primarily driven by the Merger.

Restructuring, transaction and integration expenses, net increased by $154$191 million for the sixnine months ended DecemberMarch 31, 2025,2026, compared to the sixnine months ended DecemberMarch 31, 2024.2025. The change was a result of an increase in restructuring, integration, and related expenses, net, of $136$186 million and an increase in transaction costs incurred in connection with the Merger of $18$5 million.

Other income, net changed by $30$15 million for the sixnine months ended DecemberMarch 31, 2025,2026, compared to the sixnine months ended DecemberMarch 31, 2024,2025, primarily driven by assetthe disposal impactsMerger and indirect tax benefits, partially offset by the impact of highly inflationary accounting for subsidiaries in Argentina.

Interest income increased by $10$17 million in the sixnine months ended DecemberMarch 31, 2025,2026, compared to the sixnine months ended DecemberMarch 31, 2024,2025, driven by interestthe on higher cash balances.Merger.

Interest expense increased by $170$255 million in the sixnine months ended DecemberMarch 31, 2025,2026, compared to the sixnine months ended DecemberMarch 31, 2024,2025, primarily driven by the additional debt issued and assumed in the Merger.

The effective tax rate for the sixnine months ended DecemberMarch 31, 2025,2026, decreased by 11.39.7 percentage points compared to the sixnine months ended DecemberMarch 31, 2024,2025, primarily due to differences in non-deductible expenditures, and discrete events between the periods, which includes a $43 million discrete benefit from post-acquisition restructuring and a $30 million discrete benefit from the release of a previously recorded uncertain tax position in the current period.

A reconciliation of reported net income attributable to Amcor plc to Adjusted EBIT, and adjusted net income for the three and sixnine months ended DecemberMarch 31, 2025,2026, and 20242025 is as follows:

(3)Transaction costs include incremental costs related to the Merger.Merger and other strategic activities. Refer to Note 45 "Restructuring, Transaction, and Integration Expenses, Net."

(4)For the three and sixnine months ended DecemberMarch 31, 2025,2026, Restructuring, integration and related expenses, net, primarily includes costs incurred in connection with the Berry Plan. For the three and sixnine months ended DecemberMarch 31, 2024,2025, Restructuring, integration and related expenses, net includes costs incurred in connection with the 2023 Restructuring Plan. Refer to Note 56 - "Restructuring" for further information.

(56)For the three andmonths sixended March 31, 2026, Other primarily includes inventory step-up amortization. For the nine months ended DecemberMarch 31, 2025,2026, Other primarily includes the Company's former Chief Financial OfficerOfficer's accelerated compensation, including share-based compensation, and other transition related expenses. For the three and sixnine months ended DecemberMarch 31, 2024,2025, Other includes various expense and income items primarily relating to a pre-tax gain on the disposal Bericap of $15 million, offset by a loss on disposal of a non-core business. Refer to Note 34 - "Acquisitions and Disposals". for further information.

(67)Adjustments to interest expense for the three and nine months ended March 31, 2026 includes amortization of the fair value adjustment to debt acquired in connection with the Merger. For the three and nine months ended March 31, 2025, includes incremental interest expense incurred in connection with the Merger.

A reconciliation of total debt to net debt as of DecemberMarch 31, 2025,2026, and June 30, 2025, is as follows:

•$500 million, 5.450% Guaranteed Senior Notes due 2029 of Amcor Group Finance plc The $1,525 million, 1.570% First Priority Senior Secured Notes due January 2026 of Berry Global, Inc. has matured during the three months ended March 31, 2026.

Notes Guaranteed by the Obligor Group 32 companies in this filing include (as defined below):

All guarantors fully, unconditionally, and irrevocably guarantee, on a joint and several basis, to each holder of the notes of each series, the due and punctual payment of the principal of, and any premium and interest on, such notes and all other amounts payable, when and as the same shall become due and payable, whether at stated maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of the notes and related indenture. The obligations of the applicable guarantors under their guarantees will beare limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, or similar laws) under applicable law. The guarantees will beare unsecured and unsubordinated obligations of the guarantors and will rank equally with all existing and future unsecured and unsubordinated debt of each guarantor. None of our other subsidiaries guarantee such notes. The issuers and guarantors conduct large parts of their operations through other subsidiaries of Amcor plc.

Set forth below is the summarized financial information of the Obligor Groups 1, 21 and 32:

Our discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. On an ongoing basis, we evaluate our estimates and judgments, including those related to retirement benefits, intangible assets, goodwill, and expected future performance of operations. Our estimates and judgments are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. These critical accounting estimates are discussed in detail in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates and Judgments” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025. There have been no material changes in critical accounting estimates and judgments as of DecemberMarch 31, 2025,2026, from those described in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

Net cash provided by operating activities increased by $211$280 million for the sixnine months ended DecemberMarch 31, 2025,2026, compared to the sixnine months ended DecemberMarch 31, 2024.2025. The change is primarily driven by higher net income, adjusted for non-cash items, in the current period, partially offset by higher working capital outflows in the current period.