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

Our customers generally consist of other manufacturers and suppliers who purchase industrial packaging products and containerboard and uncoated and coated recycled boxboard and related products for their own containment and shipping purposes. Because we supply a cross section of industries, such asincluding chemicals, lubricants, films, paints and pigments, food and beverage, personal care, fragrances, petroleum, industrial coatings, carpeting, agriculture, agrochemical, pharmaceuticals, mineral products, packaging, automotive, construction and building products industries, and have operations in many countries, demand for our products and services has historically corresponded to changes in general economic and business conditions of the industries and countries in which we operate. The overall demand and prices for our products and services could decline as a result of numerous factors outside of our control, including an economic recession, increased labor costs, availability of and increased cost of energy, and disruptions in supply chains to our business, our customers, their end markets and our suppliers, changes in industrial production processes or consumer preference, changes in laws and regulations, inflation, tariffs, changes in published pricing indices, fluctuations in interest rates and currency exchange rates and changes in the fiscal or monetary policies of governments in the regions in which we operate. Accordingly, our financial performance is substantially dependent upon the general economic and business conditions existing in these industries and countries where we do business, and any prolonged or substantial economic downturn or geopolitical uncertainty in the markets in which we operate could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We are a global company with operations in over 35 countries with approximately 36%37% of our fiscal 20232024 sales derived from non-U.S. operations. Management of global operations is extremely complex, and our operations outside the United States are subject to additional risks that may not exist, or may not be as significant, with respect to our operations within the United States.

Within our global footprint, we have operations in RussiaEurope, Middle East and Asia Pacific. As regards the Eastern andEurope Westernregion, Europe. Thethe length, impact and outcome of the ongoing military conflict in Ukraine is highly unpredictable. The Russian invasion of Ukraine hasand the ongoing conflict between those two countries have amplified, and may continue to amplify, certain risks to our operations, including increased foreign exchange volatility, disruptions to financial and credit markets, energy supply (specifically in Europe), supply chain disruptions, customer demand, increased risks of cybersecurity incidents, increased costs to ensure compliance with global and local laws and regulations, economic recessions in certain neighboring European countries or globally due to inflationary and other pressures, and delays in the ability, or even the inability, to access cash or earnings from Russia. In addition, the imposition of new or increased sanctions, tariffs, quotas, exchange or price controls, trade barriers or similar restrictions resulting from the Russianconflict invasionbetween ofRussia and Ukraine could negatively impact our business and operations.

Although we have been able to distribute some earnings from our Russian operations in compliance with all applicable laws, access to cash and earnings in Russia remains limited. Furthermore, inIn the event that our operations in Russia cease for any reason, that event would result in an impairment charge, as we would not likely generate a fair market return on those assets. In addition, the Russian government has implemented strict currency controls that restrict the movement of capital. This includes limits on the amount of money that can be taken out of the country, directly impacting dividend payments. Although we have been able to pay the de minimus dividends permitted by the Russian government, we have been generally unable to transfer money out of Russia, and do not expect that this will change in 2025. We will continue to monitor the effects of this conflict, including risks that may affect our business, and we will adjust our plans accordingly as the situation progresses. Currently,As of October 31, 2024 and the resultsfiscal year then ended, our operations in Russia accounted for approximately 3% of our operationsnet relatedsales, toapproximately Russia9% are not material toof our business,operating financialprofit condition,and resultsapproximately 2% of operationsour ortotal cash flows.assets.

As a result of our general global operations, we are subject to certain risks that could disrupt our operations or force us to incur unanticipated costs or exit a specific country. These risks, which can vary substantially by country, may include economic or political instability, geopolitical events (such as the Russian invasion of Ukraine, theMiddle Israel-HamasEast conflictconflicts in Gaza, Lebanon, Iran, Syria, Israel and increasingYemen, governmental unrest in South Korea, and tensions between China and Taiwan and North Korea and Japan), corruption, social and ethnic unrest, the regulatory environment (including the risks of operating in developing or emerging markets in which there are significant uncertainties regarding the interpretation and enforceability of legal requirements), hyperinflation and fluctuations in the value of local currency versus the U.S. dollar, repatriating cash from foreign countries to the U.S., downturns or changes in economic conditions (including in relation to commodity inflation), adverse tax consequences or rulings, nationalization or any change in social, political or labor conditions in any of these countries, or regions impacting matters such as sustainability, environmental regulations and trade policies and agreements.

We also have indebtedness, agreements to purchase raw materials and agreements to sell finished products that are denominated in Euros,Russian Ruble, Euro, Brazilian Real, Hungarian Forint, Turkish Lira, RussianBritish RublesPound and other currencies. Our operating performance is affected by fluctuations in currency exchange rates by:

Current global economic conditions are challenging to our global business operations. Such conditions have had, and may continue to have, a negative impact on our financial results. Future economic downturns, either in the United States, Europe or in other regions in which we do business could negatively affect our business and results of operations. With the volatility in the current global economic climate, inflation and geopolitical events around the world, including the Russianconflict invasionbetween of UkraineRussia and Ukraine, various conflicts in the Israel-HamasMiddle conflict,East, governmental unrest in South Korea, and tensions between China and Taiwan and North Korea and Japan, it is difficult for us to predict the complete impact of the forgoing matters on our business and results of operations. Due to these current and future economic conditions, our customers may face financial difficulties, disruption in their supply chains and the unavailability of or reduction in commercial credit or increased debt levels that may result in decreased sales by and revenues to our Company. Certain of our customers may cease operations or seek bankruptcy protection, which would reduce our cash flows and adversely impact our results of operations. Our customers that are financially viable and not experiencing economic distress may nevertheless elect to reduce the volume of orders for our products or close facilities in an effort to remain financially stable or as a result of the unavailability of commercial credit which would negatively affect our results of operations. We may experience difficulties in servicing, renewing or repaying our outstanding debt due to continued volatility in the global economy. We may also have difficulty accessing the global credit markets if there is a tightening of commercial credit availability, which would result in decreased ability to fund capital-intensive strategic projects.

Over the last few years, many of our large industrial packaging, containerboard and coated and uncoated recycled boxboard and related products customers have acquired, or been acquired by, companies with similar or complementary product lines. In addition, many of our suppliers of raw materials such as steel, resin and paper, have undergone a similar process of consolidation. This consolidation has increased the concentration of our largest customers, resulting in,resulting, in some cases, in increased pricing pressures from our customers, and in other cases, a decreasing customer base due to customers becoming more vertically integrated. The consolidation of our largest suppliers has resulted in limited sources of supply and increased cost pressures from our suppliers. Any future consolidation of our customer base or our suppliers could negatively impact our business, financial condition, results of operations and cash flows. Furthermore, if one or more of our major customers reduces, delays or cancels substantial orders, if one or more of our major suppliers is unable to timely produce and deliver our orders, or if we are unable to broaden our customer base and increase specialty product offerings to offset the effects of consolidation, our business, financial condition, results of operations and cash flows may be materially and adversely affected, particularly for the period in which the reduction, delay or cancellation occurs and also possibly for subsequent periods.

Each of our operating segments operates in highly competitive industries. The most important competitive factors we face are price, quality, customer service and on-time delivery. To the extent any of our competitors become more successful with respect to any of these key competitive factors, we could lose customers and our sales could decline. Moreover, we anticipate that the lower customer demand patterns that we experienced throughout fiscal yearyears 2023 and 2024 will continue on an overall basis through 2024,2025, which may cause our competitors to reduce prices to maintain or increase their sales volumes, which could adversely impact our sales volumes and our margins. In addition, due to the tendency of certain customers to diversify their suppliers, we could be unable to increase or maintain sales volumes with particular customers. Certain of our competitors are substantially larger and have significantly greater financial resources.

In addition, some of our products are made from raw materials that are subject to pronounced and at times, rapid price fluctuations, such as steel,metal, which is used in the manufacture of steel drums and containers,containers and intermediate bulk container (“IBC”) cages, old corrugated containers (“OCC”), which impacts our paper products, and oil, which in turn affects the price of resin for plastic drums and containers.containers, including IBC bottles. Particularly in well-developed markets in Europe and in the United States, any substantial increases in the supply of industrial packaging resulting from capacity increases, the stockpiling of raw materials or other types of opportunistic behavior by our competitors in a period of high raw materials prices, or price wars, could adversely affect our margins and the profitability of our business. With many of our customers, we have implemented raw material price adjustment mechanisms based on industrial index pricing, however these price adjustment mechanisms lag market price changes and our ability to pass through costs to our customers could take months to realize which in turn could adversely impact our product margins. Although price is a significant basis of competition in our industry, we also compete on the basis of product reliability, the ability to deliver products on a global scale and our reputation for quality and customer service. If we fail to maintain our current standards for product quality, the scope of our distribution capabilities or our customer relationships, our reputation and business, financial condition, results of operations and cash flows could be adversely affected.

Industry demand for certain of our industrial packaging and paper products in our United States operations, and industrial packaging products in European and other international markets has varied in recent years, and more recently related to reduced demand and inflationary pressures, causing competitive pricing for those products. In addition, disruptions within our customer’customers’ labor supply could reduce customer demand and negatively impact our business. As demand decreases, we see an increase in competition on price, which could consequentially impact our sales and margins. We seeseek to offset the impacts of these pressures by focusing on quality and customer service.

We compete in industries that are capital intensive, which generally leads to continued production as long as prices are sufficient to cover marginal costs. We are making significant capital investments in line with our long-term business strategy, such as investments in new and improved equipment automation and technology to increase capacity, productivity and safety. As a result, changes in industry demands (including any resulting industry over-capacity) and increased new capacity for production of industrial packaging and paper products by competitors, may cause substantial price competition and, in turn, we may not be able to derive the expected return on investment from our strategic investments which could negatively impact our business, financial condition, results of operations and cash flows. Additionally, customer preferences are constantly changing based on, among other factors, cost, convenience, health, environmental and social concerns, and customers may choose to use different packaging products than the products we manufacture as their business models change, or may choose to use alternative, more sustainable materials for their packaging products, or simply forego the packaging of certain products entirely. For example, in the United States, sales of fibre drums continue to decline on a year over year basis as some customers select other packaging solutions for their products. Any shift away from packaging products we manufacture or changes in customer preferences to more sustainable supply chain solutions may adversely affect our business, financial condition, results of operations and cash flows.

The principal raw materials used in the manufacture of our products are steel, resin, pulpwood, recycled pulp from OCC andOCC, recycled coated and uncoated boxboard and containerboard and used industrial packaging for reconditioning, which we purchase or otherwise acquire in highly competitive, price sensitive markets. We have long-term supply contracts in place for obtaining a portion of our principal raw materials. These raw materials have historically exhibited price and demand cyclicality. In addition, wethe manufactureEuropean certainUnion component(“EU”)’s partsPackaging for& ourPackaging rigidWaste industrialRegulation packagingthat recently went into force will require post-consumer resin (“PCR”) to be incorporated into plastic products and those of some of our competitors. Some of these materials and component parts have been, andsold in the futureEU. As such, prices for PCR may be, in short supply. For example, the availability of these raw materialsincrease, and component parts and/or our ability to purchase and transport these raw materials and produce and transport these component parts may be unexpectedly disrupted by adverse weather conditions, natural disasters, man-made disasters, geopolitical conflicts, a substantial economic downturn in the industries that provide any of those raw material requirements, or competition for use of raw materials and component parts in other regions or countries. As a result of inflation and continued economic slowdown, we may continuealso face a shortage of PCR supply necessary to incurmeet significantregulatory raw material prices increases in the futurerequirements, which would likely have an adverse effect on our operating margins. While we have taken steps to minimize the impact of these increased costs by working closely with our suppliers and customers, there can be no assurances that unforeseen future events in the global supply chain, and our ability to pass on inflationary costs on to our customers could have a material adverse effect on our business, financial condition and results of operations.

The disruptions to the global economy starting in 2020 and continuing throughout 2023,2024, which were intensified by the Russian invasion of Ukraine,Ukraine and the ongoing conflict between those two countries, have impeded global supply chains in some regions in which we operate more than others, resulting in longer lead times.

The cost of producing our products is sensitive to the price of energy, including its impact on transport costs. Energy prices, in particular oil and natural gas, have fluctuated in recent years, and specifically in Europe related to the Russian invasion of Ukraine,Ukraine and the ongoing conflict between those two countries, which had a corresponding effect on our operation and production costs and may have the same effect on our customers causing volatility in demand for our products and services. We are currently seeking alternative energy resources in Europe and elsewhere that may take years to fully implement and savings to be realized, if any. Potential legislation, regulatory action and international treaties related to climate change, especially those related to the regulation of greenhouse gases, may result in significant increases in energy costs as well as taxes, and other governmental charges. There can be no assurance that we will be able to recoup any past or future increases in the cost of energy and transportation.

Additionally, in connection with any acquisitions or divestitures, we may become subject to contingent liabilities or legal claims, including but not limited to third party liability and other tort claims; claims for breach of contract; employment-related claims; environmental, health and safety regulatory actions and liabilities; permitting, regulatory or other legal compliance issues; or tax liabilities. If we become subject to any of these liabilities or claims, and they are not adequately covered by insurance or an enforceable indemnity or similar agreement from a creditworthy counterparty, we may be responsible for significant out-of-pocket expenditures. These liabilities, if they materialize, could have an adverse effect on our business, financial condition, results of operations and cash flows.

We have reorganized portions of our operations from time to time in recent years, particularly following acquisitions or divestments of businesses, and periods of economic downturn due to local, regional or global economic conditions. For 2025, we have created a new strategic business unit structure based on our products rather than geography. We will continue to implement continuous improvement initiatives necessary or desirable to improve our business portfolio, address underperforming assets and generate additional cash. These initiatives may includeresult in initial inefficiencies as employees and business operations adapt to the new structure. These initiatives may also result in reductions in selling, general and administrative costs throughout our Company and have and will likely continue to result in the rationalization of manufacturing facilities.

Several operations, particularly in developing countries, are conducted through joint ventures. In countries that require us to conduct business through a joint venture with a local joint venture partner, the loss of a joint venture partner or a joint venture partner’s loss of its ability to conduct business in such country may impact our ability to conduct business in that country. Sanctions that apply to a partner of a joint venture or to a joint venture’s directors or officers could also impact our ability to conduct business through that joint venture.

Our ability to attract, develop and retain talented and qualified employees at all levels within our organization, including production employees, key managers and executives is critical to the success of our business. We need an engaged workforce to serve our customers and meet our business objectives. Competitive pressures and a tightenedtight labor market within and outside our industry, may make it more difficult and expensive to attract, hire and effectively onboard qualified employees. Increased turnover of production employees, the retirement of or unforeseen loss of key officers and employees without appropriate succession planning or the ability to develop or hire replacements could make it difficult to manage our business and meet our business objectives, resulting in a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, failing to promote gender equality and provide equal pay for work of equal value can lead to public backlash, legal penalties, brand damage, reduced employee morale and productivity, and failing to address violence and harassment in the workplace can result in internal and external risks, including legal consequences, regulatory penalties, reputational risks, decreased employee morale and productivity, turnover, absenteeism, and loss of revenue.

We have comprehensive liability, fire and extended coverage insurance on our facilities and operations, with policy specifications and insured limits customarily carried for similar properties. However, there are certain types of losses, such as losses resulting from wars, acts of terrorism, windstorms, floods, wildfires, earthquakes or other natural disasters, or environmental conditions and pollution, that may be uninsurable or subject to restrictive policy conditions or subject to very large deductibles. In these instances, should a loss occur in excess of insured limits, we could lose capital invested in that property, as well as the anticipated future revenues derived from the manufacturing activities conducted at that property, while remaining obligated for any financial obligations related to the property. Any such loss would adversely impact our business, financial condition, results of operations and cash flows. We purchase insurance policies covering general liability and product liability with substantial policy limits. However, there can be no assurance that any liability claim would be adequately covered by our applicable insurance policies or would not be excluded from coverage based on the terms and conditions of the policy. This could also apply to any applicable contractual indemnity. We also purchase environmental liability policies where legally required and may elect to purchase coverage in other circumstances in order to transfer all or a portion of environmental liability risk through insurance. However, there can be no assurance that any environmental liability claim would be adequately covered by our applicable insurance policies or would not be excluded from coverage based on the terms and conditions of the policy. We do not purchase crop insurance for our timberland holdings, and a forest fire or other event could damage a material amount of timber.

The costs of insurance coverage continue to increase, along with increases in the level of deductibles, and the availability of some insurance coverages is decreasing due to increased and more complex litigation, extensive property damage caused by natural disasters, increased cyber securitycybersecurity breaches, large jury verdicts and other business and employment litigation and losses. Any substantial increases in our insurance premiums, deductibles or the availability of insurance policies could adversely affect our business, financial condition, results of operations and cash flows.

Our business is dependent upon our ability to execute, in an efficient and uninterrupted fashion, necessary business functions, such as accessing key business data, financial information, order processing, invoicing and the operation of IT dependent manufacturing equipment. A significant portion of the communication between our employees, customers and suppliers around the world depends on the reliability of our IT systems. A significant interruption or major failure of the Internet, a shut-down of or inability to access one or more of our facilities, a power outage, unavailabilityunavailability, obsolescence or a failure of one or more of our IT, telecommunications or other systems would substantially impair our ability to perform daily functions on a timely basis and could result in a material adverse impact on our operations and adversely affect our sales.

In the conduct of our business, we rely extensively on computer systems, including third-party systems, to collect, use, transmit, store and report data on information systems and interact with customers, vendors and employees. Increased global IT security threats and more sophisticated and targeted computer crime and increased ransomware attacks pose a risk to the security of our systems and networks and third-party systems and networks with our data (including employee and customer data), and the confidentiality, availability and integrity of our data. Despite our security measures, our IT systems and infrastructure may be vulnerable to computer viruses, cyber-attacks, and/or security breaches caused by employee error orerror, malfeasance or other disruptions, andwith heightened focusrisks sincedue theto beginninggeopolitical conflicts. These threats also may be further enhanced in frequency or effectiveness through threat actors’ use of theartificial Russianintelligence invasiontechnologies, ofwhich Ukraine.are becoming more widely adopted and increasingly sophisticated. Any such threat could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. A security breach of our computer systems or third-party systems with our data could interrupt or damage our operations or harm our reputation, or both. In addition, we could be subject to legal claims or proceedings, liability under laws that protect the privacy of personal information and regulatory penalties if confidential information relating to customers, suppliers, employees or other parties is misappropriated from our computer system or third-party systems with our data. To date, we have seen no material impact on our business or operations from these threats. However, we cannot ensure that our security efforts will prevent unauthorized access or loss of functionality to our or our third-party providers’ systems. For further discussion pertaining to cybersecurity strategy and related roles and responsibilities, see Part I, Item 1C of this Form 10-K.

The regulatory framework for privacy issues continues to evolve worldwide with increased regulatory and enforcement focus on data protection in the U.S. and abroad, and an actual or alleged failure to comply with applicable U.S. or foreign data protection laws, regulations or other data protection standards in the countries in which we do business may expose us to litigation (including in some instances, class action litigation), fines, sanctions or other penalties, which could harm our business reputation, and could have an adverse effect on our financial condition, results of operations and cash flows. The data privacy landscape is continuously expanding and has significantly increased responsibilities for companies collecting, using and processing personal data, as well as significantly increased penalties for noncompliance of security and data breach obligations, specifically in the European Union (“EU”) under the General Data Protection Regulation, in China under the Personal Information Protection Law, and in Brazil under the General Personal Data Protection Law, in addition to U.S. privacy laws in numerous states. Many of these regulations are complex and their interpretation, application and enforcement are often uncertain. This regulatory and enforcement environment is increasingly challenging and may present material obligations and risks to our business, including significantly expanded compliance burdens and enforcement risks and could result in substantial costs and a material adverse effect on our business, financial condition, results of operations and cash flows.

The Organization for Economic Cooperation and Development has issued proposed guidance which establishes a 15% global minimum tax (“Pillar Two tax”). In December 2022, the EU issued a directive requiring member states to enact a 15% minimum tax into their domestic laws effective for fiscal years beginning on or after December 31, 2023. We do not anticipate the Pillar Two global minimum tax to have a material impact to our financial condition, results of operations or cash flows. We will continue to monitor the status of the Pillar Two tax implementation in the jurisdictions in which we operate. Implementation of the Pillar Two tax by jurisdictions in different ways may cause increased complexities as to compliance and increased audit controversy with tax authorities over the application or interpretation of the applicable rules.

At October 31, 2023,2024, the carrying value of our goodwill was $1,693.0$1,953.7 million. We may be required to record future impairments of our long-lived assets as we continue to restructure our business. Decisions to sell or close plants could reduce the estimated useful life of an asset group or indicate that the fair value of the asset group is less than the carrying value. We may also experience declines in particular businesses due to competition or other outside forces indicating our long-lived assets are not recoverable. In addition, certain future events and circumstances, including deterioration of market conditions, higher cost of capital, a decline in actual and expected consumption and demand, could result in changes to those assumptions and judgments. Any resulting impairments will impact net income in the period in which the triggering event, such as permanent or sustaining reduction in cash flows, occurs and could be significant, which could have an adverse effect on our financial condition and results of operations.

There is continuing concern from members of the scientific community and the general public that emissions of greenhouse gases (“GHG”) and other human activities have or will cause significant changes in weather patterns and increase the frequency or severity of extreme weather events, including droughts, wildfires and flooding. These types of extreme weather events have and may continue to adversely impact us, our suppliers, our customers and their ability to purchase our products and our ability to timely receive appropriate raw materials to manufacture and transport our products on a timely basis.

We believe it is likely that the scientific and political attention to issues concerning the extent and causes of climate change will continue, with new and more restrictive legislation regulations and focus on environmental, social and governance (“ESG”) initiatives that could affect our financial condition, results of operations and cash flows. Foreign, federal, state and local regulatory and legislative bodies have enacted or proposed various legislative and regulatory measures relating to increased transparency and standardization of reporting related to factors that may include climate change, regulating GHG emissions, recycling of plastic materials, and energy policies, including waste tax, and other governmental charges and mandates. ForIn instance,March it is anticipated that2024, the U.S. Securities and Exchange Commission will(the issue“SEC”) adopted final rules that, among other things, provide a climateframework changefor the reporting of climate-related risks. However, the SEC voluntarily stayed implementation of the final rules pending completion of judicial review. The final rules, to the extent they survive ongoing and possibly additional forthcoming legal challenges, will require us to provide certain climate-related information beginning with our disclosures for the fiscal year ending September 30, 2026. As such, the final disclosure rulerequirements and reporting timeline are currently unknown, as is the cost of compliance with the new disclosure requirements in 2024,their which,final if implemented as proposed, would significantly expand climate-related disclosure obligations.form. The State of California has enacted legislation that will require large U.S. companies doing business in California to make broad-based climate-related disclosures starting as early as 2026, and other states are also considering new climate change disclosure requirements. In addition, the European UnionEU Corporate Sustainability Reporting Directive (“CSRD”) became effective in 2023. CSRD applies to both EU and non-EU in-scope entities and would require them to provide expansive disclosures on various sustainability topics. Reporting obligations will start for fiscal year 2026 with the first publication in fiscal year 2027. The EU Corporate Sustainability Due Diligence Directive (“CS3D”) became effective in July 2024. We are further assessing our obligations under CSRD and CS3D while developing a compliance strategy and beginning to prepare for compliance and expect that compliance could require substantial effort in the future. We will likely need to be prepared to contend with overlapping, yet distinct, climate-related disclosure requirements in multiple jurisdictions. The compliance with foreign, federal, state and local legislation and regulations concerning climate-related disclosures may result in our Company incurring additional costs and capital expenditures, and the failure to comply with such legislation and regulations could result in fines to our Company and could affect our business, financial condition, results of operations and cash flows. We could also face increased costs related to defending and resolving legal claims and other litigation related to climate change and the alleged impact of our operations on climate change.

We may be Unable to Achieve Our Greenhouse Gas Emission Reduction TargetsTarget by 2030.

In April 2021, we announced a GHG emission reduction target to reduce our absolute Scope 1 and 2 emissions by 28 percent from a 2019 baseline by 2030 as part of our ESG and sustainability strategy. Achievement of thesethis targetstarget depends on our execution of operational strategies relating to investments in energy efficient equipment and options to utilize other alternative energy sources. Execution of these strategies and achievements of our 2030 target is subject to risk and uncertainties, many of which are out of our control. These risks and uncertainties include, but are not limited to our ability to execute our strategies and achieve our goals within the currently projected costs and expected timeframes; availability, use and success of on and off-site renewable energy; availability and cost of zero-emissions electric equipment and vehicles; outcome of research efforts and future technology developments such as growing our post-consumer resin product offerings and downgauging our current portfolio; availability of purchasing high quality recycled materials; growing our life cycle services network; the increased cost and availability of virtual power purchase agreements; and the long timeline to complete certain sustainability projects.projects; and the impact of acquisitions and divestitures. There are no assurances that we will be able to successfully execute our strategies and achieve our 2030 targets.target. Failure to achieve our targetstarget could damage our reputation, customer and investor relationships or our access to financing. Further, given investors’ increased focus related to environmental, social and governance matters, such a failure could cause stockholders to reduce their ownership holdings, all of which, in turn could adversely affect our business, financial condition, results of operations and cash flows and reduce our stock price.

We must comply with extensive laws, rules and regulations in the United StatesStates, Europe and in each of the countries where we conduct business regarding environmental matters, such as air, soil and water quality and waste disposal. We must also comply with extensive laws, rules and regulations regarding safety, health and corporate social responsibility matters. There can be no assurance that compliance with existing and new laws, rules and regulations will not require significant expenditures.

We are subject to laws, rules and regulations relating to certain raw materials used in our business or present in our products. For example, per- and polyfluoroalkyl substances (“PFAS”) are a group of chemicals that have been manufactured and used in consumer and industrial products since the 1940’s. PFAS compounds do not easily degrade and have been shown to accumulate over time in the environment. In the U.S., Europe and other countries where we operate, there is heightened governmental and regulatory scrutiny on PFAS usage in packaging products and its role in the contamination of soil, air and water. Governmental inquiries or requirements involving PFAS could lead to us incurring liability for damages or other costs, civil proceedings, including personal injury claims, class actions, the imposition of fines and penalties, or other remedies, as well as restrictions on or added costs for our business operations going forward. These laws, rules and regulations, as well as investigations and resulting claims by individualsindividuals, including class actions, and other businesses, could adversely affect our reputation with our customers generally, and could adversely affect our business, financial condition, results of operations and cash flows.

At the EU-level, many laws and regulations are designed to protect human health and the environment. For example, Directive 2004/35/EC concerns obligations to remedy damages to the environment, which could require us to remediate contamination identified at sites we own or use. Other EU regulations and directives limit pollution from industrial activities, reduce emissions to air, water and soil, protect water resources, reduce waste, promote recycling, reuse or reduction of materials used, achieving a circular economy, protect employee health and safety and regulate the registration, evaluation, authorization and restriction of chemicals. The European Commission published its “Fit for 55” package in July 2021; a collection of new legislative proposals and amendments to existing rules aimed at implementing the EU’s target of cutting greenhouse gas emissions by 55% by 2030. In addition to existing green taxes on energy use, a new EU plastic taxtaxes hashave been introduced. Specifically, there is heightened focus and in some cases a requirement by customers and regulators to use Post-Consumer Resin ("PCR") to manufacture more sustainable packaging. If we are unable to effectively source PCR or innovate our current product offerings to meet this demand, this could negatively affect our business and results of operations. In addition, we are closely monitoring the discussions on the proposed EU Packaging and& Packaging Waste Regulation,Regulation whichthat recently went into force is currentlyto beingbe discussedimplemented byover thean European18-month Parliamentperiod and Council with the intention to become law in 2024 and could potentially imposeimposes new requirements in terms of recycled content, recyclability and reuse from 2030 for some of our products. Failure to comply with these and other laws, or a change in the applicable legal framework, for example the increased enforcement of environmental regulations in the U.S., Europe, China orand other countries or customer requirements, could affect our business, financial condition, results of operations and cash flows, in addition to those of our customers.

We produce packaging products and provide services relatedfor toour other parties’customers’ products, including sensitive products such as food ingredients, pharmaceutical ingredients and hazardous substances. Incidents involving these product types can involve risk of recall, contamination, spillage, leakage, fires, and explosions, which can threaten individual health, impact the environment and cause the breakdown or failure of equipment or processes and the performance of facilities below expected levels of capacity. If any of our customers have such incidents involving our products, they may bring product liability claims against us. While we have built extensive operational processes to ensure that the design and manufacture of our products meet rigorous quality standards, there can be no assurance that we or our customers will not experience operational process failures that could result in potential product, safety, regulatory or environmental claims and associated litigation. We are also subject to a variety of legal proceedings and legal compliance risks in our areas of operation around the globe. Any such claims, whether with or without merit, could be time consuming and expensive to defend and could divert management’s attention and resources. In accordance with customary practice, we maintain insurance against some, but not all, of these potential claims. In the future, we may not be able to maintain insurance at commercially acceptable premium and deductible levels at all. In addition, the levels of insurance we maintain may not be adequate to fully cover any and all losses or liabilities. If any significant judgment or claim is not fully insured or indemnified against, it could have a material adverse impact on our business, financial condition, results of operations and cash flows.

The non-GAAP financial measures of EBITDA and Adjusted EBITDA are used throughout the following discussion of our results of operations, both for our consolidated and segment results. For our consolidated results, EBITDA is defined as net income, plus interest expense, net, plus debt extinguishment charges, plus income tax expense, plus depreciation, depletion and amortization, and Adjusted EBITDA is defined as EBITDA plus restructuring charges, plus timberland gains, net, plus acquisition and integration related costs, plus restructuring charges, plus non-cash asset impairment charges, plus (gain) loss on disposal of properties, plants and equipment, net, plus (gain) loss on disposal of businesses, net, plus non-cash pension settlement (income) charges, plus incrementalother COVID-19 costs, net, plus (gain) loss on disposal of properties, plants, equipment and businesses, net.costs.

Since we do not calculate net income by reportable segment, EBITDA and Adjusted EBITDA by reportable segment are reconciled to operating profit by reportable segment. In that case, EBITDA is defined as operating profit by reportable segment less other (income) expense, net, less non-cash pension settlement (income) charges, less equity earnings of unconsolidated affiliates, net of tax, plus depreciation, depletion and amortization expense for that reportable segment, and Adjusted EBITDA is defined as EBITDA plus restructuring charges, plus timberland gains, net, plus acquisition and integration related costs, plus restructuring charges, plus non-cash asset impairment charges, plus (gain) loss on disposal of properties, plants and equipment, net, plus (gain) loss on disposal of businesses, net, plus non-cash pension settlement (income) charges, plus incremental COVID-19other costs, net, plus (gain) loss on disposal of properties, plants, equipment and businesses, net, for that reportable segment.

Net sales were $5,448.1 million for 2024 compared with $5,218.6 million for 20232023. comparedThe with $6,349.5$229.5 million for 2022. The $1,130.9 million decreaseincrease was primarily due to lowercontributions averagefrom sellingrecent pricesacquisitions and lowerhigher volumes across the Global Industrial Packaging segment and the Paper Packaging & Services segmentsegment, andrespectively, thepartially $148.8offset millionby impactlower to net sales resulting from the sale of our approximately 50% equity interestprices in the FlexiblePaper ProductsPackaging & Services businesssegment indue theto secondlower quarterpublished ofpricing 2022 (the “FPS Divestiture”).indices. See the “Segment Review” below for additional information on net sales by reportable segment.

Selling, general and administrative (“SG&A”) expenses were $634.5 million for 2024 compared with $549.1 million for 20232023. comparedThe with $581.0$85.4 million for 2022. The $31.9 million decreaseincrease was primarily due to recent acquisitions, including amortization costs, short-term incentive compensationcosts expenseand reduction.costs incurred for strategic investments. SG&A expenses were 11.6 percent of net sales for 2024 compared with 10.5 percent of net sales for 2023 compared with 9.2 percent of net sales for 2022.2023.

We anticipate that the lowermulti-year customerperiod demandof patternsindustrial that we experienced throughout the 2023 fiscal yearcontraction will continue into the 20242025 fiscal year. Although weWe have seennot someidentified increaseany incompelling demand inflection on the horizon, although there has been increased demand for our containerboard products in the U.S. theand pastsome twoincreased months,demand wefor doindustrial notpackaging seein that as an overall inflection point.EMEA.

•Benefits from executing the Greif Business System 2.0;

Net sales were $3,124.3 million for 2024 compared with $2,936.8 million for 20232023. comparedThe with $3,652.4$187.5 million for 2022. The $715.6 million decreaseincrease in net sales was primarily due to lowercontributions volumes,from lowerrecent acquisitions, higher volumes and higher average selling pricesprices, aspartially aoffset result of contractual price adjustment mechanisms, the $148.8 million impact to net sales resulting from the FPS Divestiture andby negative foreign currency translation impacts.

Gross profit was $669.4 million for 2024 compared with $634.4 million for 20232023. comparedThe with $692.6$35.0 million for 2022. The $58.2 million decreaseincrease in gross profit was primarily due to thecontributions samefrom factorsrecent that impacted net sales, largely offset by lower raw material, transportation and manufacturing costs.acquisitions. Gross profit margin increasedwas to21.4 percent for 2024 compared with 21.6 percent infor 2023 from 19.0 percent in 2022.2023.

•Benefits from executing the Greif Business System 2.0;

Net sales were $2,303.5 million for 2024 compared with $2,260.5 million for 20232023. comparedThe with $2,675.1$43.0 million for 2022. The $414.6 million decreaseincrease was primarily due to lowerhigher volumes and contributions from recent acquisitions, partially offset by lower average selling prices dueas toa result of lower published containerboard and boxboard prices.

OperatingGross profit was $264.1$391.6 million for 20232024 compared with $298.5$502.5 million for 2022.2023. The $34.4$110.9 million decrease in operatinggross profit was primarily due to thehigher sameraw factorsmaterial thatcosts, impactedtransportation grossand profit,manufacturing costs, partially offset by the $54.3 million gain from the divestiture of Tama Paperboard, LLC in the Paper Packaging & Services segment (the “Tama Divestiture”) during the first quarter of 2023 and lower SG&A expenses. Adjusted EBITDA was $386.2 million for 2023 compared with $450.5 million for 2022. The $64.3 million decrease was primarily due to the same factors that impacted net sales. Gross profit margin was 17.0 percent for 2024 compared with 22.2 percent for 2023. The decrease in gross profit,profit partiallymargin offsetwas primarily due to higher raw material input costs caused by lowerhigher SG&Apublished expenses.index purchase prices.

OperatingGross profit was $7.1$9.8 million for 20232024 compared with $9.0$9.2 million for 2022. Adjusted EBITDA was $8.9 million for 2023 compared with $8.8 million for 2022.2023.

We report the sale of core timberland property in timberland gains, the sale of HBU and surplus property in gain on disposal of properties, plants and equipment, net and the sale of timber and development property under net sales and cost of products sold in our interim condensed consolidated statements of income. All HBU and development property, together with surplus property, is used to productively grow and sell timber until the property is sold.

Our primary sources of liquidity are operating cash flows and borrowings under our senior secured credit facilities and proceeds from our trade accounts receivable credit facilities. We use these sources to fund our working capital needs, capital expenditures, cash dividends, debt repayment and acquisitions. We anticipate continuing to fund these items in a like manner. We currently expect that operating cash flows, borrowings under our senior secured credit facilities and proceeds from our trade accounts receivable credit facilities will be sufficient to fund our anticipated working capital, capital expenditures, cash dividends, debt repayment, potential acquisitions of businessesrepayment and other liquidity needs for at least 12 months.

TheDuring $89.72024 millionand decrease2023, cash (used in) provided by change in accounts receivable towas $659.4$(43.4) million asand of$130.3 Octobermillion, 31,respectively. 2023The fromunfavorable $749.1change millionin asaccounts ofreceivable October 31, 2022levels was primarily due to decreasesan increase in net sales.

TheDuring $64.72024 millionand decrease2023, cash (used in) provided by change in inventories towas $338.6$(26.4) million asand of$101.0 Octobermillion, 31,respectively. 2023The fromunfavorable $403.3change millionin as of October 31, 2022inventories was primarily due to decreasesincreases in raw material prices and decreasedpurchases purchases,to in line with decreasedmeet demand.

TheDuring $63.52024 millionand decrease2023, cash (used in) provided by change in accounts payable towas $497.8$18.9 million asand of$(79.8) Octobermillion, 31,respectively. 2023The fromfavorable $561.3change millionin asaccounts ofpayable October 31, 2022levels was primarily due to decreasedincrease in raw material prices and purchases.purchases to meet demand.

During 2024, we paid $568.8 million for the purchases of businesses, net of cash acquired, primarily for the acquisition of Ipackchem Group SAS (“Ipackchem”) on March 26, 2024 (“Ipackchem Acquisition”). During 2023, we paid $542.4 million for purchases of businesses, net of cash acquired, primarily for the acquisition of Lee Container Corporate, Inc. (“Lee Container”) on December 15, 2022 (the “Lee Container Acquisition”), the acquisition from approximately 10% to 80% of our ownership interest in Centurion Container LLC (“Centurion”) on March 31, 2023 (the “Centurion Acquisition”), and the acquisition of a 51% ownership interest in ColePak, LLC (“ColePak”) on August 23, 2023 (the “ColePak Acquisition”), and the acquisition of Reliance Products, Ltd. (“Reliance”) on October 1, 2023 (the “Reliance Acquisition”).

We paid cash dividends to our stockholders of Greif, Inc. in the amount of $116.5$121.0 million and $111.3$116.5 million for the years ended October 31, 20232024 and 2022,2023, respectively. We paid dividends to non-controlling interests in the amount of $14.2$25.7 million and $17.2$14.2 million for the years ended October 31, 20232024 and 2022,2023, respectively.respectively, with the increase primarily coming from recent acquisitions.

The 2022 Credit Agreement provides for (a) an $800.0 million secured revolving credit facility, consisting of a $725.0 million multicurrency facility and a $75.0 million U.S. dollar facility, maturing on March 1, 2027, (b) a $1,100.0 million secured term loan A-1 facility with quarterly principal installments commencingthat commenced on July 31, 2022 and continuingcontinue through January 31, 2027, with any outstanding principal balance of such term loan A-1 facility being due and payable on maturity on March 1, 2027 and2027, (c) a $515.0 million secured term loan A-2 facility with quarterly principal installments commencingthat commenced on July 31, 2022 and continuingcontinue through January 31, 2027, with any outstanding principal balance of such term loan A-2 being due and payable on maturity on March 1, 2027, and (d) as further described below, a $300.0 million incremental secured term loan A-4 facility with quarterly principal installments that commenced on April 30, 2024 and continue through January 31, 2027, with any outstanding principal balance of such term loan A-4 being due and payable on maturity on March 1, 2027. Subject to the terms of the 2022 Credit Agreement, the Company has an option to borrow additional funds under the 2022 Credit Agreement with the agreement of the lenders.

On May 17, 2023, we and Greif Packaging LLC, a direct wholly owned subsidiary of Greif, Inc. entered into a $300.0 million senior secured credit agreement (the “2023 Credit Agreement”) with CoBank, ACB (“CoBank”), who acted as lender and is acting as administrative agent of the 2023 Credit Agreement. The 2023 Credit Agreement is permitted incremental equivalent debt under the terms of the 2022 Credit Agreement. The 2023 Credit Agreement provides for a $300.0 million secured term loan facility with quarterly principal installments commencingthat commenced on July 31, 2023 and continuingcontinue through January 31, 2028, with any outstanding principal balance of such term loan being due and payable on maturity on May 17, 2028. We used the borrowing under the 2023 Credit Agreement to repay and refinance a portion of the outstanding borrowings under the 2022 Credit Agreement. Interest accruing under the 2023 Credit Agreement is based on SOFR plus a credit spread adjustment or a base rate that resets periodically plus, in each case, a calculated margin amount that is based on our leverage ratio.

We have a $300.0 million U.S. Receivables Financing Facility Agreement (the “U.S. RFA”) that matures on May 17,16, 2024.2025. As of October 31, 2023,2024, there was a $273.7 million ($270.9 million as of October 31, 2023) outstanding balance under the U.S. RFA that is reported as long-term debt in the consolidated balance sheets because we intend to refinance these obligations on a long-term basis and have the intent and ability to consummate a long-term refinancing by renewing the existing agreement or entering into new financing arrangements. The U.S. RFA also contains events of default and covenants that are substantially the same as the covenants under the 2022 Credit Agreement. As of October 31, 2023,2024, we were in compliance with these covenants. Proceeds of the U.S. RFA are available for working capital and general corporate purposes.

As of October 31, 2023,2024, we have various interest rate swaps with a total notional amount of $1,400.0 million ($1,300.0 million,million as of October 31, 2023), amortizing down over the term, in which we receive variable interest rate payments based on SOFR and in return are obligated to pay interest at a weighted average fixed interest rate of 2.62%.2.97%. These derivatives are designated as cash flow hedges for accounting purposes and will mature between March 11,1, 20242027 and July 16, 2029.

There have been no material changes in our risk factors from those disclosed in the 2025 Form 10-KT under Part I, Item 1A –– Risk Factors.

The discussion and analysis presented below relates to the material changes in financial condition and results of operations for the interim condensed consolidated balance sheet as of MarchJune 31,30, 2026 and the condensed consolidated balance sheet as of September 30, 2025, and for the interim condensed consolidated statements of income for the three and sixnine months ended MarchJune 31,30, 2026 and 2025. This discussion and analysis should be read in conjunction with the interim condensed consolidated financial statements that appear elsewhere in this Form 10-Q and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Transition Report on Form 10-KT for the fiscal year ended September 30, 2025 (the “2025 Form 10-KT”). Readers are encouraged to review the entire 2025 Form 10-KT, as it includes information regarding Greif not discussed in this Form 10-Q. This information will assist in your understanding of the discussion of our current period financial results.

Forward lookingForward-looking statements are subject to risks and uncertainties that could cause our actual results to differ materially from those forecasted or anticipated, whether expressed in or implied by the statements. For a detailed discussion of the most significant risks and uncertainties that could cause our actual results to differ materially from those forecasted, projected, or anticipated, see “Risk Factors” in Part I, Item 1A of our 2025 Form 10-KT and our other filings with the United States Securities and Exchange Commission (“SEC”).

On August 5, 2025, we entered into a definitive agreement to sell our Soterra land management assets, consisting primarily of approximately 173,000 acres of timberland (the “Soterra Assets”), for a purchase price of $462.0 million. The transaction was completed as of October 1, 2025 (the “Soterra Divestiture”). The Soterra Assets waswere reported under the Sustainable Fiber Solutions segment. The Soterra Divestiture does not qualify as discontinued operations.

In the Customized Polymer Solutions reportable segment, we produce and sell a comprehensive line of polymer basedpolymer-based packaging products, such as plastic drums, rigid intermediate bulk containers and small plastics. Our polymer-based packaging products and services are sold on a global basis to customers in industries such as chemicals, food and beverage, agricultural, pharmaceutical and mineral products, among others.

The discussion and analysis of our financial condition and results of operations are based upon our interim condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these interim condensed consolidated financial statements, in accordance with these principles, requires us to make estimates and assumptions that affect the reported amountamounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities as of the date of our interim condensed consolidated financial statements.

The following comparative information is presented for the three and sixnine months ended MarchJune 31,30, 2026 and 2025. Historical revenues and earnings may or may not be representative of future operating results as a result of various economic and other factors.

SecondThird Quarter Results

The following table sets forth the net sales, operating profit and Adjusted EBITDA for each of our business segments for the three months ended MarchJune 31,30, 2026 and 2025:

The following table sets forth Adjusted EBITDA, reconciled to net income and operating profit, for our consolidated results for the three months ended MarchJune 31,30, 2026 and 2025:

The following table sets forth Adjusted EBITDA for our business segments, reconciled to the operating profit for each segment, for the three months ended MarchJune 31,30, 2026 and 2025:

Net sales were $1,072.8$1,165.6 million for the secondthird quarter of 2026 compared with $1,078.4$1,125.9 million for the secondthird quarter of 2025. The $5.6$39.7 million decreaseincrease was primarily due to $52.8$28.5 million attributable to higher average selling prices and $23.7 million positive foreign currency translation impacts, partially offset by lower volumes and impacts from the Soterra Divestiture, partially offset by $49.8 million positive foreign currency translation impacts.Divestiture. See “Segment Review” below for additional information on net sales by segment.

Gross profit was $247.0$272.6 million for the secondthird quarter of 2026 compared with $248.5$256.0 million for the secondthird quarter of 2025. The $1.5$16.6 million decreaseincrease was primarily due to the same factors that impacted net sales, partially offset by lowerhigher raw material costs and higher transportation costs. See “Segment Review” below for additional information on gross profit by segment. Gross profit margin was 23.023.4 percent and 23.022.7 percent for the secondthird quarter of 2026 and 2025, respectively.

Selling, general and administrative (“SG&A”) expenses were $191.7$149.5 million for the secondthird quarter of 2026 compared with $159.9$168.3 million for the secondthird quarter of 2025. SG&A expenses for the second quarter of 2026 included a special charitable contribution that was allocated among the reporting segments and resulted in higher SG&A expenses for each of the reporting segments. The $31.8$18.8 million increasedecrease was primarily due to this special charitable contribution, partially offset by lower compensation expenses related to cost optimizations.optimization. SG&A expenses were 17.912.8 percent and 14.814.9 percent of net sales for the secondthird quarter of 2026 and 2025, respectively.

Operating profit was $35.4$107.9 million for the secondthird quarter of 2026 compared with $60.7$63.7 million for the secondthird quarter of 2025. Net income was $16.3$82.6 million for the secondthird quarter of 2026 compared with $25.1$36.9 million for the secondthird quarter of 2025. The decreaseincrease of net income was primarily due to higherthe SG&Asame expenses,factors partiallythat offsetimpacted byoperating lower interest expense and lower tax expense.profit. Adjusted EBITDA was $156.8$183.4 million for the secondthird quarter of 2026 compared with $145.9$147.1 million for the secondthird quarter of 2025. The reasons for the changes in operating profit and Adjusted EBITDA for each segment are described below in “Segment Review.”

WeAlthough we are encouraged by demand patterns over the past few months, we continue to operate in a subdued industrial demand environment, with endmarginal marketdemand activityimprovement remainingbuilding atfrom a low levels and no observable near-term demand inflection.base. Recent geopolitical developments, including conflicts in the Middle East, haveresulted contributed toin increased volatility in customer demand,demand and supply chain disruptions. We do not anticipate a significant inflection in overall demand patterns. The supply chain disruptions contributed to inflationary pressures on input costs, particularly for raw materials, energy and transportation, which we anticipate will persist through the remainder of the fiscal year. ConsistentTo withdate, we have been able to largely offset these conditions,inflationary wecost anticipatepressures lowerthrough volumesstrategic acrosspricing actions and our metals,enterprise-wide fibercost and closures product categories with polymer volumes expected to remain flat. We also anticipate inflationary pressures on input costs, particularly for raw materials, energy and transportation, to continue in the near term due in part to supply chain disruptions related to geopolitical factors.optimization.

Our Customized Polymer Solutions segment produces and sells a comprehensive line of polymer basedpolymer-based packaging products, such as plastic drums, rigid intermediate bulk containers and small plastics.

Net sales were $344.8$383.8 million for the secondthird quarter of 2026 compared with $322.5$337.9 million for the secondthird quarter of 2025. The $22.3$45.9 million increase was primarily due to $18.3$29.9 million higher average selling prices, $8.5 million positive foreign currency translation impacts and higher volumes.

Gross profit was $74.1$91.1 million for the secondthird quarter of 2026 compared with $76.8$70.9 million for the secondthird quarter of 2025. The $2.7$20.2 million decreaseincrease was primarily due to higher raw material costs and higher manufacturing costs, partially offset by the same factors that impacted net sales.sales, partially offset by higher raw material, transportation and manufacturing costs. Gross profit margin was 21.523.7 percent and 23.821.0 percent for the secondthird quarter of 2026 and 2025, respectively.

Net sales were $380.4$405.6 million for the secondthird quarter of 2026 compared with $372.9$392.3 million for the secondthird quarter of 2025. The $7.5$13.3 million increase was primarily due to $29.0$14.0 million positive foreign currency translation impacts,impacts and $11.4 million higher average selling prices, partially offset by $22.0$12.0 million attributable to lower volumes.

Gross profit was $89.3$90.9 million for the secondthird quarter of 2026 compared with $83.8$88.1 million for the secondthird quarter of 2025. The $5.5$2.8 million increase was primarily due to the same factors that impacted net sales.sales, partially offset by higher raw material costs and higher transportation costs. Gross profit margin was 23.522.4 percent and 22.5 percent for the secondthird quarter of 2026 and 2025, respectively.

Net sales were $321.8$346.5 million for the secondthird quarter of 2026 compared with $360.7$370.7 million for the secondthird quarter of 2025. The $38.9$24.2 million decrease was primarily due to $35.2$15.3 million attributable to lower volumesaverage andselling prices, $5.3 million impacts from the Soterra Divestiture.Divestiture and lower volumes.

Gross profit was $71.3$73.1 million for the secondthird quarter of 2026 compared with $78.1$85.1 million for the secondthird quarter of 2025. The $6.8$12.0 million decrease was primarily due to the same factors that impacted net sales, partially offset by lower raw material, transportationmaterial and manufacturing costs.costs related to lower volumes. Gross profit margin was 22.221.1 percent and 21.723.0 percent for the secondthird quarter of 2026 and 2025, respectively.

Operating lossprofit was $10.2$13.9 million for the secondthird quarter of 2026 compared with operating loss of $2.2$5.0 million for the secondthird quarter of 2025. The $8.0$8.9 million increase in operating loss was primarily due to higherlower restructuring and other charges, lower non-cash asset impairment charges and lower SG&A compensation expenses andrelated to cost optimization, partially offset by the same factors that impacted gross profit, partially offset by lower compensation expenses related to cost optimizations.profit. Adjusted EBITDA was $40.8$42.5 million for the secondthird quarter of 2026 compared with $46.3$48.8 million for the secondthird quarter of 2025. The $5.5$6.3 million decrease was primarily due to the same factors that impacted gross profit, partially offset by lower SG&A compensation expenses related to cost optimizations.optimization.

Net sales were $25.8$29.7 million for the secondthird quarter of 2026 compared with $22.3$25.0 million for the secondthird quarter of 2025. The $3.5$4.7 million increase was primarily due to higher average selling pricesprices, higher volumes and positive foreign currency translation impact, partially offset by lower volumes.impact.

Gross profit was $12.3$17.5 million for the secondthird quarter of 2026 compared with $9.8$11.9 million for the secondthird quarter of 2025. The $2.5$5.6 million increase was primarily due to the same factors that impacted net sales. The Innovative Closure Solutions reportable segment’s total sales, including intersegment sales, was $45.4$51.4 million and $38.6$43.2 million for the secondthird quarter of 2026 and 2025, respectively. Gross profit margin as a percentage of total sales was 27.134.0 percent and 25.427.5 percent for the secondthird quarter of 2026 and 2025, respectively.

Income tax expense for the secondthird quarter of 2026 was $5.9$17.9 million compared with $20.0$10.0 million for the secondthird quarter of 2025. The $14.1$7.9 million decreaseincrease was primarily due to lowerhigher pre-tax earnings,earnings. asThis describedincrease was partially offset by non-recurring discrete tax benefits recognized during the third quarter of 2026, including benefits associated with changes in discussions above, and the release of uncertain tax positionsestimates resultingrelated fromto theprior completionperiods, ofinternal arestructuring tax auditactivities and the expirations of applicable statutes of limitations in certain jurisdictions.

On July 4, 2025, H.R. 1, commonly known as the One Big Beautiful Bill Act (“OBBBA”), was enacted into law. The OBBBA permanently extends several major provisions of the Tax Cuts and Jobs Act of 2017, including 100% bonus depreciation, domestic research cost expensing, enhanced business interest deductibility, and modifications to the international tax framework. We have evaluated the impact of the OBBBA as part of our fiscal year 2026 forecast, and the effects of the legislation are reflected in our income tax provision for the secondthird quarter of 2026. We will continue to assess the application of the OBBBA and any related regulatory guidance as it becomes available.

The following table sets forth the net sales, operating profit and Adjusted EBITDA for each of our business segments for the sixnine months ended MarchJune 31,30, 2026 and 2025:

The following table sets forth Adjusted EBITDA, reconciled to net income and operating profit, for our consolidated results for the sixnine months ended MarchJune 31,30, 2026 and 2025:

The following table sets forth Adjusted EBITDA for our business segments, reconciled to the operating profit for each segment, for the sixnine months ended MarchJune 31,30, 2026 and 2025:

Net sales were $2,067.6$3,233.2 million for the first sixnine months of 2026 compared with $2,095.1$3,221.0 million for the first sixnine months of 2025. The $27.5$12.2 million decreaseincrease was primarily due to $101.1$101.9 million of positive foreign currency translation impacts and $52.3 million from higher average selling prices, partially offset by $116.3 million attributable to lower volumes and $14.7 million impacts from the Soterra Divestiture, partially offset by $81.3 million of positive foreign currency translation impacts.Divestiture. See “Segment Review” below for additional information on net sales by segment.

Gross profit was $449.6$722.2 million for the first sixnine months of 2026 compared with $447.9$703.9 million for the first sixnine months of 2025. The $1.7$18.3 million increase was primarily due to lower raw material costs, partially offset by the same factors that impacted net sales.sales and lower raw material costs from lower volumes. See “Segment Review” below for additional information on gross profit by segment. Gross profit margin was 21.722.3 percent and 21.421.9 percent for the first sixnine months of 2026 and 2025, respectively.

SG&A expenses were $337.8$487.3 million for the first sixnine months of 2026 compared with $320.1$488.4 million for the first sixnine months of 2025. SG&AThe $1.1 million decrease was primarily due to lower compensation expenses forrelated theto fistcost sixoptimization, monthspartially ofoffset 2026 includedby a special charitable contribution that was allocated among the reporting segments and resulted in higher SG&A expenses for each of the reporting segments. The $17.7 million increase was primarily related to this charitable contribution, partially offset by lower compensation expenses related to cost optimizations. SG&A expenses were 16.315.1 percent and 15.315.2 percent of net sales for the first sixnine months of 2026 and 2025, respectively.

Operating profit was $292.0$399.9 million for the first sixnine months of 2026 compared with $94.8$158.5 million for the first sixnine months of 2025. Net income was $199.2$281.8 million for the first sixnine months of 2026 compared with $36.4$73.3 million for the first sixnine months of 2025. The increase of net income was primarily due to the Soterra Divestiture during the first quarter of 2026. Adjusted EBITDA was $279.3$462.7 million for the first sixnine months of 2026 compared with $244.7$391.8 million for the first sixnine months of 2025. The reasons for the changes in operating profit and Adjusted EBITDA for each segment are described below in “Segment Review.”

Net sales were $649.9$1,033.7 million for the first sixnine months of 2026 compared with $616.9$954.8 million for the first sixnine months of 2025. The $33.0$78.9 million increase was primarily due to $29.8$37.4 million positive foreign currency translation impactsimpacts, $36.9 million higher average selling prices and higher volumes.

Gross profit was $131.9$223.0 million for the first sixnine months of 2026 compared with $135.4$206.3 million for the first sixnine months of 2025. The $3.5$16.7 million decreaseincrease was primarily due to higher transportation and manufacturing costs, partially offset by the same factors that impacted net sales.sales, partially offset by higher raw material, transportation and manufacturing costs. Gross profit margin was 20.321.6 percent and 21.921.6 percent for the first sixnine months of 2026 and 2025, respectively.

Net sales were $735.2$1,140.8 million for the first sixnine months of 2026 compared with $728.8$1,121.1 million for the first sixnine months of 2025. The $6.4$19.7 million increase was primarily due to $47.9$59.8 million positive foreign currency translation impacts,impacts and $12.5 million higher average selling prices, partially offset by $40.6$52.7 million attributable to lower volumes.

Gross profit was $160.0$250.9 million for the first sixnine months of 2026 compared with $152.8$240.9 million for the first sixnine months of 2025. The $7.2$10.0 million increase was primarily due to the same factors that impacted net sales.sales, partially offset by higher raw material and transportation costs. Gross profit margin was 21.822.0 percent and 21.021.5 percent for the first sixnine months of 2026 and 2025, respectively.

Operating profit was $71.9$124.6 million for the first sixnine months of 2026 compared with $71.6$117.4 million for the first sixnine months of 2025. The $0.3$7.2 million increase was primarily due to the same factors that impacted gross profit, partially offset by higher restructuring and other charges.profit. Adjusted EBITDA was $107.4$171.4 million for the first sixnine months of 2026 compared with $86.8$140.4 million for the first sixnine months of 2025. The $20.6$31.0 million increase was primarily due to the same factors that impacted gross profit and lower compensation expenses related to cost optimizations.optimization.

Net sales were $633.7$980.2 million for the first sixnine months of 2026 compared with $704.7$1,075.4 million for the first sixnine months of 2025. The $71.0$95.2 million decrease was primarily due to $60.2$64.6 million attributable to lower volumesvolumes, and$14.7 million impacts from the Soterra Divestiture.Divestiture and lower average selling prices.

Gross profit was $136.5$209.6 million for the first sixnine months of 2026 compared with $142.4$227.5 million for the first sixnine months of 2025. The $5.9$17.9 million decrease was primarily due to the same factors that impacted net sales, partially offset by lower raw material, transportation and manufacturing costs.costs related to lower volumes. Gross profit margin was 21.521.4 percent and 20.221.2 percent for the first sixnine months of 2026 and 2025, respectively.

Operating profit was $208.3$222.2 million for the first sixnine months of 2026 compared with operating loss of $1.1$3.9 million for the first sixnine months of 2025. The $209.4$218.3 million increase was primarily due to a $216.2 million gain from the Soterra Divestiture during the first quarter of 2026, partially offset by the same factors that impacted gross profit.2026. Adjusted EBITDA was $77.4$119.9 million for the first sixnine months of 2026 compared with $75.8$124.6 million for the first sixnine months of 2025. The $1.6$4.7 million increasedecrease was primarily due to lower compensation expenses related to cost optimizations, partially offset by the same factors that impacted gross profit, excluding impacts from depreciation and amortization.amortization, partially offset by lower compensation expenses related to cost optimization.

Net sales were $48.8$78.5 million for the first sixnine months of 2026 compared with $44.7$69.7 million for the first sixnine months of 2025. The $4.1$8.8 million increase was primarily due to higher average selling prices.prices and positive foreign currency translation impacts, partially offset by lower volumes.

Gross profit was $21.2$38.7 million for the first sixnine months of 2026 compared with $17.3$29.2 million for the first sixnine months of 2025. The $3.9$9.5 million increase was primarily due to the same factors that impacted net sales. The Innovative Closure Solutions reportable segment’s total sales, including intersegment sales, was $84.8$136.2 million and $78.5$121.7 million for the first sixnine months of 2026 and 2025, respectively. Gross profit margin as a percentage of total sales was 25.028.4 percent and 22.024.0 percent for the first sixnine months of 2026 and 2025, respectively.

Operating profit was $6.8$15.3 million for the first sixnine months of 2026 compared with $5.4$9.9 million for the first sixnine months of 2025. The $1.4$5.4 million increase was primarily due to the same factors that impacted gross profit, partially offset by higher SG&A expenses. Adjusted EBITDA was $13.2$25.8 million for the first sixnine months of 2026 compared with $10.2$17.8 million for the first sixnine months of 2025. The $3.0$8.0 million increase was primarily due to the same factors that impacted gross profit.

Income tax expense for the first sixnine months of 2026 was $64.8$82.7 million compared with $26.8$36.8 million for the first sixnine months of 2025, respectively. The $38.0$45.9 million increase was primarily attributable to a one-time discrete tax expense of $49.3 million recognized in the current fiscal year related to the Soterra Divestiture.Divestiture and higher pre-tax earnings. This increase was partially offset by lowernon-recurring pre-taxdiscrete earnings,tax asbenefits describedrecognized during the third quarter of fiscal year 2026, primarily related to changes in discussionstax above,estimates associated with prior periods and tax benefits from internal restructuring activities, as well as changes in the geographic mix of earnings and releases of uncertain tax positions resulting from the completion of a tax audit and the expiration of applicable statutes of limitations in certain jurisdictions.

Our primary sources of liquidity are operating cash flows and borrowings under our senior secured credit facilities and proceeds from our trade accounts receivable credit facilities. We use these sources to fund our working capital needs, capital expenditures, cash dividends, share repurchases, debt repayment, and acquisitions. We anticipate continuing to fund these items in a like manner. We currently expect that operating cash flows, borrowings under our senior secured credit facilities, and proceeds from our trade accounts receivable credit facilities will be sufficient to fund our anticipated working capital, capital expenditures, cash dividends, share repurchases, debt repayment, potential acquisitions of businesses, and other liquidity needs for at least 12 months.

The cash flows related to the Containerboard Business have not been segregated and are included in our Condensed Consolidated Statements of Cash Flows for the sixnine months ended MarchJune 31,30, 2026 and 2025. The absence of the cash flows from the Containerboard businessBusiness in future periods is not expected to materially impact our liquidity or capital resources.

During the first sixnine months of 2026 and 2025, cash (used in) provided by change in accounts receivable was $(52.783.3) million and $(14.67.0) million, respectively. The unfavorable change in accounts receivable levels was primarily due to increased net sales and timing of collections.

During the first sixnine months of 2026 and 2025, cash (used in) provided by change in inventories was $(2.638.3) million and $(7.5)$3.9 million, respectively. The favorableunfavorable change in inventories was primarily due to decreasean increase in netraw sales.material costs and increased stock levels.

During the first sixnine months of 2026 and 2025, cash (used in) provided by change in accounts payable was $89.0$67.8 million and $(1.328.7) million, respectively. The favorable change in accounts payable levels was primarily due to timing of payments.

During the first sixnine months of 2026 and 2025, we invested $89.8$118.5 million and $81.3$92.9 million (of which $11.4$17.5 million related to the Containerboard Business), respectively, of cash in capital expenditures.