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

We rely on a relatively small number of customers for a significant portion of our revenue. In 2024,2025, sales to our top ten customers accounted for 72%74% of our total revenue,revenue. andThree ourcustomers two largest customers, Walmart and Sam’s Club, individuallyeach accounted for 31%sales greater than 10% of our total net revenue in 2025. Customers A, B and 17%,C accounted for 31%, 17% and 11%, respectively, of our total revenue. WalmartCustomer A and Sam’sCustomer ClubB are affiliated entities. Sales to WalmartCustomer A are concentrated more heavily in our Hefty Waste & Storage segment, and sales to Sam’sCustomer ClubB are concentrated more heavily in our Hefty Tableware segment. Sales to Customer C are in our Reynolds Cooking & Baking, Hefty Tableware and Presto Products segments. The loss of any of our significant customers would have a material adverse effect on our business, financial condition and results of operations.

Some of our products are manufactured at a single location. For example, our Malvern, Arkansas plant is our sole producer of foil reroll for our Louisville, Kentucky and Wheeling, Illinois plants, which in turn are our sole producers of household foil. The loss of the use of all or a portion of any of our key manufacturing facilities, especially one that is a sole producer, or the loss of any key suppliers, due to any reason, including an accident, labor issues, weather conditions, natural disaster, a disease outbreak (including epidemics, pandemics or similar widespread public health concerns), cyber-attacks against our information systems (such as ransomware) or otherwise, could have a material adverse effect on our business, financial condition and results of operations.

Fluctuations in raw material and energy costs couldhave adversely affectaffected, and could in the future adversely affect, our business, financial condition and results of operations. Raw material costs represent a significant portion of our cost of sales. The primary raw materials we use are plastic resins, particularly polyethylene and polystyrene, and aluminum. The prices of our raw materials have fluctuated significantly in recent years. Aluminum prices have been historically volatile as aluminum is a cyclical commodity with prices subject to global market factors. Resin prices have also historically fluctuated with changes in crude oil and natural gas prices as well as changes in refining capacity and the demand for other petroleum-based products. We experienced significant increases in material costs in 2022,2025, particularly in resin and aluminum prices, which negatively impacted our results. Significant increases in material costs could also occur in future periods, which could negatively impact our future results.

Raw material costs are also impacted by governmental actions, such as tariffs and trade sanctions. For example, the imposition by the U.S. government of tariffs on products imported from certain countries and trade sanctions against certain countries have introduced greater uncertainty with respect to policies affecting trade between the United States and other countries and have impacted the cost of certain raw materials,materials used in our business, including aluminum and resin. MajorFurther developments in trade relations, including the imposition of new or increased tariffs by the United States and/or other countries, could have a material adverse effect on our business, financial condition and results of operations.

We typically do not enter into long-term fixed price purchase contracts for our principal raw materials. The majority of sales contracts for our products generally do not contain contractual cost pass-through mechanisms for raw material costs. Where our contracts use such pass-through mechanisms, differences in timing between purchases of raw materials and sales to customers can create a “lead lag” effect during which margins are negatively impacted when raw material costs rise and positively impacted when raw material costs fall. We adjust prices, where possible, to attempt to mitigate the effect of production cost increases, including raw materials, but these increases are not always possible or may not cover the increased raw material costs. For example, we implemented multiple rounds of price increases in 2022, however those pricing actions typically lagged material cost increases.

In addition, we distribute our products and receive raw materials primarily by rail and truck. Reduced availability of rail or trucking capacity has caused us, and may continue to cause us, to incur unanticipated expenses and impair our ability to distribute our products or receive our raw materials in a timely manner, which could disrupt our operations, strain our customer relations and adversely affect our operating profits. In particular, reduced trucking capacity, due to a shortage of drivers, the federal regulation requiring drivers to electronically log their driving hours and adverse weather conditions, among other reasons, have caused an increase in our cost of transportation.transportation, and could continue to do so in the future.

Any interruption in our supply of energy or raw materials could harm our business, financial condition and results of operations.

We are dependent on our suppliers for an uninterrupted supply of energy and key raw materials in a timely manner. The supply of these materials could be disrupted for a wide variety of reasons, including political and economic instability, the financial stability of our suppliers, their ability to meet our standards, labor problems, extreme weather events, the availability and prices of raw materials, currency exchange rates, transport availability and cost, transport security and inflation, power grid instability, and other factors beyond our control. We have written contracts with some but not all of our key suppliers, and where we have written contracts, they generally include force majeure clauses that excuse the supplier’s failure to supply in certain circumstances. Any interruption in the supply of energy or raw materials for an extended period of time could have a material adverse effect on our business, financial condition and results of operations.

Our business has been, and could becontinue to be, impacted by changes in consumer lifestyle and environmental concerns, as well as current and future laws and regulations related to environmental matters.

Our profitability and cash flows could suffer if we are unable to generateexecute cost savings inon our manufacturingstrategic and distribution processes.initiatives.

While we continue to work on various incremental cost savings programs, operational excellence improvements, and product innovation including sustainable development, if we cannot successfully develop and implement costthese savingsstrategic plans,initiatives, or if the cost of making these changes increases, we willmay not realize all anticipated benefits, which could materially and adversely affect our business, financial condition and results of operations.

We operate in mature markets that are subject to high levels of competition. Our future performance and growth depend on innovation and our ability to successfully develop or license capabilities to introduce new products, brands, line extensions and product innovations or enter into or expand into adjacent product categories, sales channels or countries. Our ability to quickly innovate in order to adapt our products to meet changing consumer demands is essential, especially in light of eCommerce and direct-to-consumer channels significantly reducing the barriers for even small competitors to quickly introduce new brands and products directly to consumers. The development and introduction of new products require substantial and effective research and development and demand creation expenditures, which we may be unable to recoup if the new products do not gain widespread market acceptance. If we are unable to increase market share in existing product lines, develop product innovations, undertake sales, marketing and advertising initiatives that grow our product categories, effectively and responsibly adopt new technologies, including artificial intelligence, and/or develop, acquire or successfully launch new products or brands, we may not achieve our sales growth objectives.

In addition, effective and integrated systems are required for us to gather and use consumer data and information to successfully market our products. New product development and marketing efforts, including efforts to enter markets or product categories in which we have limited or no prior experience, have inherent risks, including product development or launch delays. These could result in us not being the first to market and the failure of new products, brands or line extensions to achieve anticipated levels of market acceptance. If product introductions or new or expanded adjacencies are not successful, costs associated with these efforts may not be fully recouped and our results of operations could be adversely affected. In addition, if sales generated by new products cause a decline in sales of our existing products, our financial condition and results of operations could be materially adversely affected. Even if we are successful in increasing market share within particular product categories, a decline in the markets for such product categories could have a negative impact on our financial results. In addition, in the future, our growth strategy may include expanding our international operations, which would be subject to foreign market risks, including, among others, foreign currency fluctuations, economic or political instability and the imposition ofadditional tariffs and trade restrictions, which could adversely affect our financial results.

In addition, we have implemented price increases and may implement additional price increases in the future, which may slow sales growth or create volume declines in the short term as customers and consumers adjustreact to these price increases. Competitors may or may not take competitive actions, which may lead to sales declines and loss of market share for us. In addition, changes to the mix of products that we sell or product portfolio optimization efforts may adversely impact our net sales, profitability and cash flow.

We depend on our senior executive officers and other key personnel to operate our businesses, develop new products and technologies and service our customers. The loss of any of these key personnel could adversely affect our operations. EffectiveFrom Januarytime 1,to time there may be changes to key personnel. For example during 2025, ourwe long-termexperienced President,changes Chief Executive Officer and member ofin our Boardexecutive ofleadership Directors, Lance Mitchell, stepped down from such positions dueteam to hisalign voluntary retirement. Scott Huckins, previouslywith our Chiefstrategic Financial Officer, was appointed as President and Chief Executive Officer and as a member of our Board of Directors, and Nathan Lowe, previously our Senior Vice President of Financial Planning & Analysis, was appointed as Chief Financial Officer.objectives. Any significant leadership change or senior management transition involves inherent risks, and any failure to successfully transition key roles could impact our ability to execute on our strategic plans, make it difficult to meet our performance objectives and be disruptive to our business. Lance Mitchell will remain with the Company as an employee in an advisory capacity through his voluntary retirement on July 31, 2025.

Acquisitions could result in the assumption of contingent liabilities. In addition, to the extent that the economic benefits associated with an acquisition or investment diminish in the future or the performance of an acquired company or business is less robust than expected, we may be required to record impairments of any acquired intangible assets, including goodwill. Any impairment charges could adversely affect our financial position.

Although we believe that our intellectual property rights are sufficient to allow us to conduct our business without incurring liability to third parties, ourOur products and brands may infringe on the intellectual property rights of others, and in the past we have been, and in the future we may be, subject to claims asserting infringement, misuse or other violation of intellectual property rights and seeking damages, the payment of royalties or licensing fees, and/or injunctions against the sales of our products. If we are found to have infringed, misused or otherwise violated the intellectual property rights of others, we could be forced to pay damages, cease use of such intellectual property or, if we are given the opportunity to continue to use the intellectual property rights of others, we could be required to pay a substantial amount for continued use of those rights. In any case, such claims could be protracted and costly and could have a material adverse effect on our business and results of operations regardless of their outcome.

Approximately 20%23% of our employees are covered by collective bargaining agreements. While we believe we have good relationships with our unionized employees and we have not experienced a significant union-related work stoppage over the last ten years, ifIf we encounter difficulties with renegotiations or renewals of collective bargaining arrangements or are unsuccessful in those efforts, we could incur additional costs and experience work stoppages. We cannot predict how stable our union relationships will be or whether we will be able to successfully negotiate successor collective bargaining agreements without impacting our financial condition. In addition, the presence of unions may limit our flexibility in dealing with our workforce. Work stoppages could negatively impact our ability to manufacture our products on a timely basis, which could have a material adverse effect on our results of operations and financial condition.

ESGEnvironmental matters, including those related to climate change and sustainability, may have an adverse effect on our business, financial condition and results of operations and impact our reputation.

There has been an increased focus from stakeholders and regulators related to environmental, social and governance (“ESG”)environmental matters across all industries in recent years. This increased focus and activism related to ESGenvironmental matters may hinder our access to capital, as investors may reconsider their capital investment as a result of their assessment of the Company’s ESGenvironmental matters practices. In particular, customers, consumers, investors and other stakeholders are increasingly focusing on environmental issues, including climate change, water use, deforestation, plastic waste and other sustainability concerns. Changing consumer preferences may also result in decreased demand for plastics and packaging materials, including single-use and non-recyclable plastic products and packaging, and other components of our products and their environmental impact on sustainability. These demands could impact the profitability of our products, cause us to incur additional costs, to make changes to our operations, or to make additional commitments, set targets or establish additional goals and take actions to meet them, which could expose us to market, operational and execution costs and risks.

Concern over climate change or plastics and packaging materials, in particular, may result in new or increased legal and regulatory requirements to reduce or mitigate impacts to the environment. Increased regulatory requirements, including in relation to various aspects of ESG,environmental matters, such as California’s recent enactment of climate-related disclosure laws, or environmental causes may result in increased compliance costs or input costs of energy, raw materials or compliance with emissions standards, which may cause disruptions in the manufacture of our products or an increase in operating costs. We may incur additional costs to control, assess and report on ESGenvironmental metrics as the nature, scope and complexity of ESGenvironmental related reporting, diligence and disclosure requirements expand. Our ability to achieve any stated goal, target, or objective is subject to numerous factors and conditions, many of which are outside of our control. Any failure to achieve our ESGenvironmental goals or a perception (whether or not valid) of our failure to act responsibly with respect to the environment or to effectively respond to new, or changes in, legal or regulatory requirements concerning environmental or other ESG matters, or increased operating or manufacturing costs due to increased regulation or environmental causes could adversely affect our business and reputation.

If we do not adapt to or comply with new regulations, or fail to meet the ESGenvironmental goals under our ESG framework or evolving investor, industry or stakeholder expectations and standards, or if we are perceived to have not responded appropriately to the growing concern for ESGenvironmental issues, customers and consumers may choose to stop purchasing our products or purchase products from another company or a competitor, and our reputation, business or financial condition may be adversely affected.

We aremay be dependent in part on intellectual property rights licensed from third parties. Our licenses of such intellectual property rights may not provide exclusive or unrestricted rights in all fields of use and in all territories in which we may wish to develop or commercialize our products in the future and may restrict our rights to offer certain products in certain markets or impose other obligations on us in exchange for our rights to the licensed intellectual property. In addition, we may not have full control over the maintenance, protection or use of in-licensed intellectual property rights, and therefore we may be reliant on our licensors to conduct such activities.

Increased cyber-security threats and cyber-crime, including advanced persistent threats, computer viruses, ransomware, other types of malicious code, hacking, phishing and social engineering schemes designed to provide access to our networks or data, pose a potential risk to the security of our IT and OT systems, networks and services, as well as the confidentiality, availability and integrity of our data. In addition, the rapid evolution and increased adoption of emerging technologies, such as artificial intelligence, may intensify our cybersecurity risks. Cyber threats are becoming more sophisticated, are constantly evolving and are being made by groups and individuals with a wide range of expertise and motives, increasing the difficulty of preventing, detecting and successfully defending against them. Furthermore, our relationships with, and access provided to, third parties and their vendors may create difficulties in anticipating and implementing adequate preventative measures or fully mitigating harms after an attack or breach occurs.

We cannot guarantee that our security efforts will prevent attacks and resulting breaches or breakdowns of our, or our third-party service providers’, databases or systems. If the IT or OT systems, networks or service providers relied upon fail to function properly, or if we suffer a loss or disclosure of customers’ and consumers’ data, business or stakeholder information, due to any number of causes, ranging from catastrophic events to power outages to security breaches, or the inability to effectively address these failures on a timely basis, we may suffer interruptions in our ability to manage and conduct operations, a risk of government enforcement action, litigation and possible liability, and reputational, competitive and/or business harm, which may adversely impact our results of operations and/or financial condition. In addition, if our service providers, suppliers or customers experience a breach or unauthorized disclosure or system failure, their business could be disrupted or otherwise negatively affected, which may result in a disruption in our supply chain or reduced customer orders or other business operations, which would adversely affect us.

WePrior to our initial public offering (“IPO”) in 2020, we historically operated as part of Pactiv Evergreen Inc. (“PEI”) and its subsidiaries (together with PEI, “PEI Group”). In preparation for our IPO, PEI Group effected certain distributions pursuant to the Corporate Reorganization to transfer its interests in us to PFL in a manner that was intended to qualify as tax-free to PFL and PEI Group under Sections 368(a)(1)(D) and 355 of the Internal Revenue Code of 1986, as amended (“Code”). PEI received a tax opinion as to the tax treatment of these distributions, which relied on certain facts, assumptions, representations and undertakings from Mr. Graeme Hart, PEI Group and us regarding the past and future conduct of the companies’ respective businesses and other matters. If any of these facts, assumptions, representations or undertakings are incorrect or not otherwise satisfied, PEI may not be able to rely on the opinion of tax counsel and could be subject to significant tax liabilities. Notwithstanding the opinion of tax counsel, the Internal Revenue Service (“IRS”) could determine on audit that these distributions are taxable if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated or if it disagrees with the conclusions in the opinion, or for other reasons. If the distributions are determined to be taxable for U.S. federal income tax purposes, PFL, PEI and Pactiv Evergreen Group Holdings Inc. could incur significant U.S. federal income tax liabilities, and we could also incur significant liabilities. Under the tax matters agreement between PEI and us (“Tax Matters Agreement”), we are required to indemnify PEI Group against taxes incurred by them that arise as a result of, among other things, a breach of any representation made by us, including those provided in connection with the opinion of tax counsel or us taking or failing to take, as the case may be, certain actions, in each case, that result in any of the distributions failing to meet the requirements of a tax-free distribution under Sections 355 and 368(a)(1)(D) of the Code.

We have entered into various transactions with Rank Group Limited (“Rank”) and other related parties that are members of PEIPFL, Group,including including,insurance amongparticipation others:in a broader affiliated program.

While we believe that all such transactions have been negotiated on an arm’s length basis and contain commercially reasonable terms, we may have been able to achieve more favorable terms had such transactions been entered into with unrelated parties. In addition, while these services are being provided to us by related parties, our operational flexibility to modify or implement changes with respect to such services or the amounts we pay for them may be limited. Such related party transactions may also potentially involve conflicts of interest; for example, in the event of a dispute under any of thesethe related party agreements,agreement, PEI GroupPFL could decide the matter in a way adverse to us, and our ability to enforce our contractual rights may be limited.

Our inability to resolve in a manner favorable to us any potential conflicts or disputes that arise between us and PEI Group, PFL or Rank with respect to our past and ongoing relationships may adversely affect our business and prospects.

Potential conflicts or disputes may arise between PEI Group, PFL or Rank and us in a number of areas relating to our past or ongoing relationships, including:

•tax, employee benefit, indemnification and other matters arising from our relationship with PEI Group, PFL or Rank;

•the nature, quality and pricing of services PEI Group and Rank have agreed to provide us; and

•intellectual property or other proprietary rights; andrights.

Our mix of branded and store brand products is a key competitive advantage that aligns our goal of growing the overall product categories where we have offerings. Our retail partners also generally measure their success in category growth, which positions us as a trusted strategic partner. Our Reynolds and Hefty brands have preeminent positions in their categories and carry strong brand recognition in household aisles.

•Reynolds Cooking & Baking: Through our Reynolds Cooking & Baking segment, we sell both branded and store brand aluminum foil, disposable aluminum pans, parchment paper, freezer paper, wax paper, butcher paper, plastic wrap, baking cups, oven bags and slow cooker liners. Our branded products are sold under the Reynolds Wrap, Reynolds KITCHENSKitchens and EZ Foil brands in the United States and selectedselect international markets, under the ALCAN brand in Canada and under the Diamond brand outside of North America. With our flagship Reynolds Wrap products, we hold the #1 market position in the U.S. consumer foil market measured by retail sales and volume. We also hold the #1 market position in the Canadian branded foil market under the ALCAN brand. We have no significant branded competitor in this market. Reynolds is one of the most recognized household brands in the United States, with 98% brand awareness, and has been the top trusted brand in the consumer foil market for over 75 years, with greater than 50% market share in most of its categories. We also offer more sustainable solutions, such as Reynolds Wrap 100% recycled aluminum, unbleached parchment paper made with a chlorine-free process and coreless wax paper, which uses less packaging material than traditional wax paper rolls.

•Hefty Waste & Storage: Through our Hefty Waste & Storage segment, we produce both branded and store brand trash and food storage bags. Hefty is a well-recognized leader in the trash bag and food storage bag categories and our private label products offer value to our retail partners. Our branded products are sold under the Hefty Ultra Strong and Hefty Strong brands for trash bags,bags in the U.S. and select international markets, and as the Hefty and Baggies brandsbrand for our food storage bags.bags in the U.S. Our food storage bags are sold internationally as Reynolds, Diamond, or Hefty Basics brands based on the region. Hefty has 98% brand awareness and is most commonly identified with the Brand’s famous “Hefty! Hefty! Hefty!” slogan. We have the #1 branded market share in the U.S. large black trash bag segment, and the #2 branded market share in the sliderfood storage bag and tall kitchen trash bag segments. Our robust product portfolio in this segment includes a full suite of products, including sustainable solutions such as bluecompostable bags and clear recycling bags, compostable bags, bags made from recycled materials and orange bags through the Hefty ReNew Program.materials.

•Hefty Tableware: Through our Hefty Tableware segment, we sell both branded and store brand disposable and compostable plates, bowls, platters, containers, cups and cutlery. Our Hefty branded products include dishes, party cups, cutlery and containers. Hefty branded party cups are the #1 party cup in America measured by market share. Our branded products use our Hefty brand to represent both quality and value, and we bring this same quality and value promise to all of our store brands as well. We sell across a broad range of materials and price points in all retail channels, allowing our consumers to select the product that best suits their price, function and aesthetic needs. TheseIn materials2025, includewe sustainablelaunched solutions,the suchline asof Hefty ECOSAVE andCutlery, Heftya Compostablehigh Printed Paper Plates. In 2024, we increased the post-consumer recycled content in some of our cups and we addedquality compostable party cups to our assortment.offering.

•Presto Products: Through our Presto Products segment, we primarily sell store brand products in fourthree main consumer categories: food storage bags, trash bags, reusable storage containers and plastic wrap. Presto Products is a market leader in food storage bags and differentiates itself by providing access to category management, consumer insights, marketing, merchandising and research and development (“R&D”) resources. Presto Products was the first in the U.S. market to offer a store branded sandwich bag made with an approximately 20% proprietary blend of plant and ocean, renewable materials. Our Presto Products segment also includes our specialty business, which serves other consumer products companies by providing Fresh-Lock and Slide-Rite resealable closure systems.

In this Annual Report on Form 10-K we use the non-GAAP financial measures “Adjusted EBITDA”, “Adjusted Net Income” and “Adjusted Diluted Earnings Per Share” (“Adjusted EPS”), which are measures adjusted for the impact of specified items and are not in accordance with GAAP.

We define Adjusted EBITDA as net income calculated in accordance with GAAP, plus the sum of income tax expense, net interest expense, debt refinancing expense, depreciation and amortizationamortization, costs to execute strategic initiatives and asCEO maytransition be further adjusted to exclude IPO and separation-related costs, as well as other non-recurring items, if applicable.costs. We define Adjusted Net Income and Adjusted EPS as Net Income and Diluted Earnings Per Share (“EPS”) calculated in accordance with GAAP, plus IPOdebt refinancing expense, costs to execute strategic initiatives and separation-relatedCEO costs and other non-recurringtransition costs.

Certain discussions in this section provide a breakdown of net revenues between our retail business and non-retail business. Our retail business net revenues consist of sales to grocery stores, mass merchants, warehouse clubs, discount chains, dollar stores, drug stores, home improvement stores, military outlets and eCommerce retailers. Our non-retail business net revenues consist of aluminum sales to food service customers, which arewere classified as related party revenues,revenues during the three months ended March 31, 2025, and industrial customers.

Total Net Revenues. Total net revenues decreasedincreased by $61$26 million, or 2%,1%, to $3,695$3,721 million. The 2%1% decreaseincrease was primarily driven by lowerhigher volumepricing andrelated to the pass through of higher input costs, partially offset by lower pricing.retail volume.

Cost of Sales. Cost of sales decreasedincreased by $97$90 million, or 3%, to $2,717$2,807 million. The decreaseincrease was primarily driven by lowerhigher materialinput, manufacturing and manufacturinglogistics costs, as well as lower volume, partially offset by higherlower logisticssales costs.volume.

Selling, General and Administrative Expenses. Selling, general and administrative expenses (“SG&A”) decreased by $1$47 million to $429$382 million.million due to lower personnel and advertising costs.

Interest Expense, Net. Interest expense, net decreased by $21$12 million, or 18%,12%, to $98$86 million. The decrease was primarily due to a lower outstanding principal balance on our external debt facilities as a result of voluntary principal payments made on our term loan facility.

Income Tax Expense. Our effective tax rate declinedincreased by 2.2%,1.4%, from 24.1% for the year ended December 31, 2023, to 21.9% for the year ended December 31, 2024.2024, to 23.3% for the year ended December 31, 2025. The decreaseincrease was primarily due to the recognition of a discrete tax benefit for the remeasurement of deferred tax liabilities.liabilities in 2024.

Adjusted EBITDA. Adjusted EBITDA increaseddecreased by $42$11 million, or 7%,2%, to $678$667 million. The increasedecrease in Adjusted EBITDA was primarily due to lower materialretail volume and higher material, manufacturing and logistics costs, partially offset by higher logistics costspricing and the impact of lower netselling, revenues.general and administrative expenses.

Total Segment Net Revenues. Reynolds Cooking & Baking total segment net revenues decreasedincreased by $26$53 million, or 2%,4%, to $1,247$1,259 million. The decreaseincrease in net revenues was primarily due to lowerhigher pricing driven by the pass through of higher input costs and higher non-retail volume, partially offset by lower retail volume.

Adjusted EBITDA. Reynolds Cooking & Baking Adjusted EBITDA increased by $38$3 million, or 21%,1%, to $222$219 million. The increase in Adjusted EBITDA was primarily driven by lowerthe materialtiming of pricing actions to recover higher input costs and manufacturinglower costs.selling, general and administrative expenses, partially offset by lower retail volume.

Total Segment Net Revenues. Hefty Waste & Storage total segment net revenues increased by $17$30 million, or 3%, to $959$1,011 million. The increase in net revenues was primarily duedriven toby higher volume and timing of promotional activities.volume.

Adjusted EBITDA. Hefty Waste & Storage Adjusted EBITDA increased by $11$2 million, or 4%,1%, to $272$279 million. The increase in Adjusted EBITDA was primarily driven by lowerhigher materialrevenue and manufacturinglower costsselling, general and theadministrative benefit of higher net revenues,expenses, partially offset by higher input, manufacturing and logistics costs.

Total Segment Net Revenues. Hefty Tableware total segment net revenues decreased by $49$86 million, or 5%,9%, to $918$850 million. The decrease in net revenues was primarily due to lower foam volumevolume, drivenpartially offset by foam-relatedhigher consumerpricing, behavior and regulatory pressure, as well asincluding lower pricing.promotional spending.

Adjusted EBITDA. Hefty Tableware Adjusted EBITDA decreased by $27$15 million, or 16%,10%, to $147$133 million. The decrease in Adjusted EBITDA was primarily driven by thelower impactfoam ofvolume and higher related costs, partially offset by higher pricing and lower netselling, revenues.general and administrative expenses.

Total Segment Net Revenues. Presto Products total segment net revenues increased by $3$31 million, or 1%,5%, to $596$628 million. The increase in net revenues was primarily due to the timing of the pass through of higher commodity costs.volume.

Adjusted EBITDA. Presto Products Adjusted EBITDA increasedwas $130 million in both years. Higher volume was fully offset by $18higher million, or 16%, to $130 million. The increase in Adjusted EBITDA was primarily driven by lower material and manufacturingoperational costs andassociated thewith benefitscaling ofnew product portfolio optimization.distribution.

Net cash from operating activities decreased by $155$12 million, or 24%,2%, to $489$477 million. The decrease was primarily driven by thelower normalizationnet of inventory levels following significant reductions implemented in the year ended December 31, 2023. This was partially offset by other working capital optimization initiatives and improved earnings.income.

Net cash used in investing activities increased by $10$41 million, or 9%,34%, to $120$161 millionmillion. dueThe toincrease was driven by an increase in cash outlays for capital spend.expenditures.

Net cash used in financing activities decreased by $111$40 million, or 24%,12%, to $346$306 million. We made voluntarilyprincipal payments of $108 million during the year ended December 31, 2025 compared to principal payments of $150 million during the year ended December 31, 2024 compared to voluntary principal payments of $250 million during the year ended December 31, 2023.2024.

The borrower under the Amended External Debt Facilities is Reynolds Consumer Products LLC (the “Borrower”). The Revolving Facility includes a sub-facility for letters of credit. In addition, the Amended External Debt Facilities provide that the Borrower has the right at any time, subject to customary conditions, to request incremental term loans or incremental revolving credit commitments in amounts and on terms set forth therein. The lenders under the Amended External Debt Facilities are not under any obligation to provide any such incremental loans or commitments, and any such addition of or increase in loans is subject to certain customary conditions precedent and other provisions.

Borrowings under the Amended External Debt Facilities bear interest at a rate per annum equal to, at our option, either a base rate plus an applicable margin of 0.75% or a SOFR rate plus an applicable margin of 1.75%.

The Borrower may voluntarily repay outstanding loans under the Term Loan Facility at any time without premium or penalty, other than customary breakage costs with respect to SOFR based loans. During the years ended December 31, 20242025 and 2023,2024, we made voluntary principal payments of $150$100 million and $250$150 million, respectively, related to the Term Loan Facility, which were not subject to a prepayment premium. Subsequent to December 31, 2024, we made a voluntary principal payment of $50 million related to our Term Loan Facility.

The Term Loan Facility matures in FebruaryMarch 2027.2032. The Term Loan Facility amortizes in equal quarterly installments of $4 million, which commenced in June 2025, with the balance payable on maturity. As a result of previous voluntary principal repayments,repayments wemade haveafter amending our External Debt Facilities, the Term Loan Facility has no further quarterly amortization payments due onuntil December 2028, when the Termquarterly Loanamortization Facility.payments will recommence.

As amended, theThe Revolving Facility matures in October 2029.

All obligations under the Amended External Debt Facilities and certain hedge agreements and cash management arrangements provided by any lender party to the Amended External Debt Facilities or any of its affiliates and certain other persons are unconditionally guaranteed by Reynolds Consumer Products Inc. (“RCPI”), the Borrower (with respect to hedge agreements and cash management arrangements not entered into by the Borrower) and certain of RCPI’s existing and subsequently acquired or organized direct or indirect material wholly-owned U.S. restricted subsidiaries, with customary exceptions including, among other things, where providing such guarantees is not permitted by law, regulation or contract or would result in material adverse tax consequences.

All obligations under the Amended External Debt Facilities and certain hedge agreements and cash management arrangements provided by any lender party to the Amended External Debt Facilities or any of its affiliates and certain other persons, and the guarantees of such obligations, are secured, subject to permitted liens and other exceptions, by: (i) a perfected first-priority pledge of all the equity interests of each wholly-owned material restricted subsidiary of RCPI, the Borrower or a subsidiary guarantor, including the equity interests of the Borrower (limited to 65% of voting stock in the case of first-tier non-U.S. subsidiaries of RCPI, the Borrower or any subsidiary guarantor) and (ii) perfected first-priority security interests in substantially all tangible and intangible personal property of RCPI, the Borrower and the subsidiary guarantors (subject to certain other exclusions).

The Amended External Debt Facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, our ability and the ability of the restricted subsidiaries of RCPI to:

The Amended External Debt Facilities contain a springing financial covenant requiring compliance with a ratio of first lien net indebtedness to consolidated EBITDA, applicable solely to the Revolving Facility. The financial covenant is tested on the last day of any fiscal quarter only if the aggregate principal amount of borrowings under the Revolving Facility and drawn but unreimbursed letters of credit exceed 35% of the total amount of commitments under the Revolving Facility on such day.

If an event of default occurs, the lenders under the Amended External Debt Facilities are entitled to take various actions, including the acceleration of amounts due under the Amended External Debt Facilities and all actions permitted to be taken by secured creditors.

We are currently in compliance with the covenants contained in our Amended External Debt Facilities.

We are party to a factoring agreement with JPa Morganfinancial Chase Bank, N.A.institution to sell certain accounts receivable up to $95 million. We had no outstanding balance owed under the factoring arrangement as of December 31, 20242025 and 2023.2024. Transactions under this agreement are accounted for as sales of accounts receivable, and the receivables sold are removed from the consolidated balance sheet at the time of the sales transaction. We classify proceeds received from the sales of accounts receivable as an operating cash flow in the consolidated statement of cash flows. We record the discount as other expense, net in the consolidated statement of income.

DuringWe thehave yearan ended December 31, 2023, we initiated a voluntaryongoing Supply Chain Finance program (the “SCF”) with a global financial institution (the “SCF Bank”). Under the SCF, qualifying suppliers may elect to sell their receivables from us to the SCF Bank. These participating suppliers negotiate their receivables sales arrangements directly with the SCF Bank. We are not party to those agreements, nor do we provide any security or other forms of guarantees to the SCF Bank. The participation in the program is at the sole discretion of the supplier, we have no economic interest in a supplier’s decision to enter into the agreement and have no direct financial relationship with the SCF Bank, as it relates to the SCF. Once a qualifying supplier elects to participate in the SCF and reaches an agreement with the SCF Bank, they elect which individual invoices they sell to the SCF Bank.

During the year ended December 31, 2024,2025, cash dividends totaling $0.92 per share were declared and paid. On January 30,29, 2025,2026, a quarterly cash dividend of $0.23 per share was declared and is to be paid on February 28,27, 2025.2026. We expect to continue paying cash dividends on a quarterly basis; however, future dividends are at the discretion of our Board of Directors and will depend upon our earnings, capital requirements, financial condition, contractual limitations (including under the Amended External Debt Facilities) and other factors.

We routinely commit to one-time or ongoing trade-promotion programs with our customers. Programs include discounts, allowances, shelf-price reductions, end-of-aisle or in-store displays of our products and graphics and other trade-promotion activities conducted by the customer, such as coupons. Collectively, we refer to these as sales incentives or trade promotions. Costs related to these programs are recorded as a reduction to revenue. Our trade promotion accruals are primarily based on estimated volume and incorporate historical sales and spending trends by customer and category. The determination of these estimated accruals requires judgment and may change in the future as a result of changes in customer promotion participation, particularly for new programs and for programs related to the introduction of new products. Final determination of the total cost of a promotion is dependent upon customers providing information about proof of performance and other information related to the promotional event. This process of analyzing and settling trade-promotion programs with customers could impact our results of operations and trade promotion accruals depending on how actual results of the programs compare to original estimates. Sales incentives represented 5%, 5%, and 4%5% of total net revenues for each of the years ended December 31, 2024,2025, 20232024 and 2022, respectively.2023. As of December 31, 20242025 and 2023,2024, we had accruals of $36$33 million and $40$36 million, respectively, reflected on our consolidated balance sheets in Accrued and other current liabilities related to sales incentive programs.

In January 2026, we reorganized the previous Hefty Waste & Storage and Presto Products segments by consolidating waste bags into the new Hefty Waste & Clean-Up segment and food bags and storage products into the new Hefty Storage & Organization segment in an effort to increase efficiencies, sharpen focus on innovation and establish a structure that can better facilitate entry into adjacent categories. Comparative segment disclosures have been recast to reflect this realignment. Prior periods will be similarly recast in eachour quarterlyfuture updatereports duringfor the remainder of 2026. These changes had no effect on our previously reported condensed consolidated results of operations. In addition to the segment realignment, we have renamed our existing Reynolds Cooking & Baking segment and Hefty Tableware segment to Reynolds Cooking & Kitchen Essentials and Hefty Home & Tableware, respectively.

Total net revenues increased 7%1% in the three months ended MarchJune 31,30, 2026 compared to the same period in 2025. The revenue increase was primarily due to higher pricing andin response to higher retailinput costs and the timing of promotional activity partially offset by lower volume.

DuringTotal net revenues increased 4% in the threesix months ended MarchJune 31,30, 2026, our net income increased by 90%2026 compared to the same period in 2025,2026. The increase was primarily driven by costshigher relatedpricing in response to strategic initiatives and our CEO transition in the prior year period that did not repeat and higher revenue,input costs, partially offset by higherlower input costs.volume.

The following tabletables presentspresent a reconciliationreconciliations of our net income and diluted EPS, the most directly comparable GAAP financial measure, to Adjusted Net Income and Adjusted Diluted EPS:

Results of Operations – Three Months Ended MarchJune 31,30, 2026

Three Months Ended MarchJune 31,30, 2026 Compared with the Three Months Ended MarchJune 31,30, 2025

Components of Change in Net Revenues for the Three Months Ended MarchJune 31,30, 2026 vs. the Three Months Ended MarchJune 31,30, 2025

Total Net Revenues. Total net revenues increased by $59$6 million, or 7%,1%, to $877$944 million. The increase was driven by higher pricing, reflecting pricing actionsin response to recover higher input costs,costs and higherthe retailtiming of promotional activity, partially offset by lower volume.

Cost of Sales. Cost of sales increaseddecreased by $41$13 million, or 7%,2%, to $670$699 million. The increasedecrease was primarily driven by higherlower materialoperational costs,costs partiallyand offsetlower by manufacturing efficiencies.volume.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by $5$11 million, or 5%,11%, to $109$107 million, primarily driven by higher personnel costs, higher professional fees.fees and higher advertising costs.

Other Expense, Net. Other expense, net decreased by $9$12 million, or 100%, reflecting costs to execute strategic initiatives and costs associated with our CEO transition in the prior year period that did not repeat in the current year.year period.

Income Tax Expense. We recognized income tax expense of $18$27 million on income before income taxes of $77$116 million (an effective tax rate of 23.6%) for the three months ended MarchJune 31,30, 2026 compared to income tax expense of $11$23 million on income before income taxes of $42$96 million (an effective tax rate of 24.5%23.7%) for the three months ended MarchJune 31,30, 2025.

Adjusted EBITDA. Adjusted EBITDA increased by $14$8 million, or 12%,5%, to $131$171 million. The increase in Adjusted EBITDA was driven by higherlower retailoperational volume and manufacturing efficiencies,costs, partially offset by lower volume and higher selling, general and administrative costs. The impact of higher pricing was offset by higher material costs.expenses.

Total Segment Net Revenues. Reynolds Cooking & Kitchen Essentials total segment net revenues increased by $55$19 million, or 21%,6%, to $314 million. The increase in net revenues was primarily due to higher pricing, reflectingin pricing actionsresponse to recover higher input costs, andpartially higheroffset retailby lower volume.

Adjusted EBITDA. Reynolds Cooking & Kitchen Essentials Adjusted EBITDA increased by $6$4 million, or 16%,8%, to $44$53 million. The increase was primarily driven by increasedlower volumeoperational ascosts, partially offset by the pricingimpact actionsof werelower offset higher material costs.volume.

Total Segment Net Revenues. Hefty Waste & Clean-Up total segment net revenues decreased by $2$3 million, or 1%, to $224$233 million. The decrease in net revenues was due to slightlythe lowertiming volume.of promotional activities.

Adjusted EBITDA. Hefty Waste & Clean-Up Adjusted EBITDA decreased by $3 million, or 4%, to $69 million. The decrease was flatdue at $62 million as manufacturing efficiencies offsetto the impact of lower revenue.

Total Segment Net Revenues. Hefty Home & Tableware total segment net revenues increaseddecreased by $1$25 million, or 1%,10%, to $180$217 million. The increasedecrease in net revenues was primarily due to higherlower pricing,volume, includingprimarily a reduction in certain promotional activities,foam, partially offset by lowerreduced foampromotional volume.activity.

Adjusted EBITDA. Hefty Home & Tableware Adjusted EBITDA increased by $11$8 million, or 65%,23%, to $28$43 million. The increase in Adjusted EBITDA was primarily driven by thelower timingoperational costs. The impact of pricing actions relative to input costs and lower logisticsvolume costs.was offset by reduced promotional activity.

Total Segment Net Revenues. Hefty Storage & Organization total segment net revenues increased by $6$9 million, or 4%,5%, to $159$176 million. The increase in net revenues was due to higher volume.volume, partially offset by the timing of promotional activities.

Adjusted EBITDA. Hefty Storage & Organization Adjusted EBITDA increaseddecreased by $6$3 million, or 29%,10%, to $27 million. The increasedecrease in Adjusted EBITDA was primarily driven by highercosts volumeassociated with the ramp up of new business and manufacturinghigher efficiencies.promotional activity.

Net cash from operating activities increased by $15$26 million to $71$173 million in the threesix months ended MarchJune 31,30, 2026. The increase was primarily driven by higher net income.income partially offset by higher working capital.

Net cash used in financing activities increased by $7$5 million to $103$153 million. The increase was primarily attributable to higher tax withholdings on stock awards.

As of MarchJune 31,30, 2026, the outstanding balance under the Term Loan Facility was $1,536 million. As of MarchJune 31,30, 2026, we had no outstanding borrowings under the Revolving Facility, and we had $7$8 million of letters of credit outstanding, which reduces the borrowing capacity under the Revolving Facility.

The aggregate notional amount of interest rate swaps in effect as of MarchJune 31,30, 2026 was $900 million, and the SOFR was fixed at an annual rate of 3.33% to 3.41% (resulting in annual effective interest rates of 5.08% to 5.16%, including margin). These interest rate swaps hedge a portion of the interest rate exposure resulting from borrowings under our Term Loan Facility for between two and five years.

During the threesix months ended MarchJune 31,30, 2026, we made voluntary principal payments of $50 million related to our Term Loan Facility.