Greif: 2025 Annual Report

Message to Shareholders

For the Fiscal Year Ended September 30, 2025

In 2025, Greif delivered one of the most transformative years in our 148-year history.

Over the last 12 months, we've simplified our portfolio, improved our Adjusted EBITDA margins and aligned our business segments to improve both our customer experience and go-to-market strategy. We divested two non-core businesses, generating $2.2 billion in proceeds1 which we anticipate will reduce our leverage below 1.0x. We also increased shareholder dividends, initiated a $150 million share repurchase authorization, and delivered $50 million in structural cost savings - more than double what was planned for the year - as part of our cost optimization efforts, allowing us to increase the full program target from $100 million to $120 million.

Beyond our financial results, we improved our Net Promoter Score, increased colleague engagement as measured by Gallup, and were named to the Wall Street Journal's Most Loved Workplaces list for a fifth year in a row and Newsweek's Most Responsible Companies list for an unprecedented seventh year in a row: all during a year of significant internal change.

We showed operational and strategic discipline in sharpening our portfolio to focus on high-growth, higher-margin, and less cyclical markets aligned to our customized polymer and innovative closure solutions. Serving end markets like food, pharma, agrochemicals, and flavors & fragrances that are growing faster than GDP, our exposure now reflects a more resilient, forward-looking Greif that is better aligned to positive secular trends shaping our customers' needs.

These results are a testament to the discipline and resilience of our teams. Together they have demonstrated an exceptional ability to continue delivering value under difficult circumstances. I want to express my heartfelt appreciation for the courage, character, and commitment our colleagues showed this year. Our success is fueled by you.

As we look to 2026 and beyond, our goal is clear: continue to exercise discipline as we pursue organic growth to drive more durable, more profitable, and more growth-oriented value for our customers, colleagues, and shareholders. Thank you for your trust and continued support as we embark on this exciting next chapter together.

Best regards,

Ole Rosgaard

President and Chief Executive Officer

1. Reflects gross proceeds obtained from the sale of Containerboard of approximately $1.8 billion plus gross proceeds obtained from the sale of timberlands, which occurred on October 1, 2026, of approximately $462 million

â–¡ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

or

☒ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from November 1, 2024 to September 30, 2025 Commission file number: 001-00566

®

PA C K A G I N G S U C C E S S T O G E T H E R â„¢

GREIF, INC.

(Exact name of Registrant as specified in its charter)

Delaware 31-4388903

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

425 Winter Road, Delaware Ohio 43015

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (740) 549-6000 Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No □

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes □ No ☒

Indicate by check mark whether the Registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No □

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ☒ No □

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of ''large accelerated filer,'' ''accelerated filer,'' ''smaller reporting company,'' and ''emerging growth company'' in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. â–¡

Indicate by check mark whether the Registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect the correction of an error to previously issued financial statements. â–¡

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the Registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). □

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes □ No ☒

The aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the Registrant's most recently completed second fiscal quarter was as follows:

Non-voting common equity (Class A Common Stock) $1,322,014,218 Voting common equity (Class B Common Stock) $259,425,578

The number of shares outstanding of each of the Registrant's classes of common stock, as of November 14, 2025, was as follows:

Class A Common Stock 25,996,487 shares Class B Common Stock 21,325,535 shares

Listed hereunder are the documents, portions of which are incorporated by reference, and the parts of this Form 10-KT into which such portions are incorporated:

1. The Registrant's Definitive Proxy Statement for use in connection with the Annual Meeting of Stockholders to be held on February 23, 2026 (the ''2026 Proxy Statement''), portions of which are incorporated by reference into Parts II and III of this Form 10-KT. The 2026 Proxy Statement will be filed within 120 days of September 30, 2025.

As previously disclosed, Greif, Inc.'s Board of Directors approved a change in our year end from October 31 to September 30 of each calendar year, effective for the 2025 fiscal year. As a result of this change, we are filing this Transition Report on Form 10-KT for the eleven-month period starting November 1, 2024 and ending September 30, 2025

Through October 31, 2024, our fiscal years began on November 1 and ended on October 31 of the following year. Any references in this Transition Report on Form 10-KT to fiscal 2024 or any prior fiscal years, or to any quarter of those fiscal years, relates to the fiscal year or quarter, as the case may be, ended in that year, unless otherwise stated.

Our 2025 fiscal year began on November 1, 2024 and ended on September 30, 2025, and accordingly, consisted of eleven months. Our fourth fiscal quarter of 2025 was a two-month period ended September 30, 2025. Thereafter, our fiscal year will begin on October 1 and end on September 30 of the following year.

IMPORTANT INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

All statements, other than statements of historical facts, included in this Transition Report on Form 10-KT of Greif, Inc. and its subsidiaries for the fiscal year (11-month) ended September 30, 2025 (this ''Form 10-KT'') or incorporated herein, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected costs, goals, plans and objectives of management for future operations and initiatives, are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the ''Exchange Act''). Forward-looking statements generally can be identified by the use of forward-looking terminology such as ''may,'' ''will,'' ''expect,'' ''intend,'' ''estimate,'' ''anticipate,'' ''aspiration,'' ''objective,'' ''project,'' ''believe,'' ''continue,'' ''on track'' or ''target'' or the negative thereof or variations thereon or similar terminology. All forward-looking statements made in this Form 10-KT are based on information currently available to our management. Forward-looking statements speak only as of the date the statements were made. Although we believe that the expectations reflected in forward-looking statements have a reasonable basis, we can give no assurance that these expectations will prove to be correct. Forward-looking statements are subject to risks and uncertainties that could cause actual events or results to differ materially from those expressed in or implied by the statements. For a discussion of the most significant risks and uncertainties that could cause our actual results to differ materially from those projected, see ''Risk Factors'' in Item 1A of this Form 10-KT. The risks described in this Form 10-KT are not all inclusive, and given these and other possible risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. All forward-looking statements made in this Form 10-KT are expressly qualified in their entirety by reference to such risk factors. Except to the limited extent required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

PART I

ITEM 1. BUSINESS

General Development of Business

We are a leading global producer of industrial packaging products and services that operates in over 35 countries. We offer a comprehensive line of rigid industrial packaging products, such as steel, fibre and plastic drums, rigid intermediate bulk containers, jerrycans and other small plastics, closure systems for industrial packaging products, water bottles and remanufactured and reconditioned industrial containers, and services, such as container life cycle management, logistics, warehousing and other packaging services. We also produce and sell coated recycled paperboard and uncoated recycled paperboard, some of which are used to produce and sell industrial products (tubes and cores, construction products and protective packaging). We also produce and sell bulk and specialty partitions made from uncoated recycled paperboard and containerboard. In addition, we purchase and sell recycled fiber, produce and sell adhesives used in our paperboard products and produce and sell paints and linings used in our steel drum products. Our customers range from Fortune 500 companies to medium and small-sized companies in a cross section of industries.

On June 30, 2025, we entered into a definitive agreement to sell our containerboard business, including our CorrChoice sheet feeder system (the ''Containerboard Business''), and the equity interests in our subsidiaries that directly owned the Containerboard Business on the date of closing. The transaction was completed effective as of August 31, 2025 (''the Containerboard Divestiture). The Containerboard Business was previously reported under the Sustainable Fiber Solutions segment. The Containerboard Divestiture qualifies as discontinued operations because it represents a strategic shift that will have a major impact on our operations and financial results. As a result, the Containerboard Business was presented as discontinued operations beginning in the third quarter of 2025. We have recast data from prior periods to reflect this change to conform to the current year presentation.

During fiscal year 2025, we operated our Soterra land management business, which included approximately 173,000 acres of timberland (the ''Soterra Business''). On August 5, 2025, we entered into a definitive agreement to sell the Soterra Business. The transaction closed subsequent to year end on October 1, 2025. The Soterra Business was reported under the Sustainable Fiber Solutions segment through the end of fiscal 2025. The Soterra Business divestiture did not qualify as discontinued operations.

As used in this Form 10-KT, the terms ''Greif,'' the ''Company,'' ''we,'' ''us,'' and ''our'' refer to Greif, Inc. and its subsidiaries.

Change in Fiscal Year

Through October 31, 2024, our fiscal years began on November 1 and ended on October 31 of the following year. Any references in this Form 10-KT to fiscal 2024 or any prior fiscal years, or to any quarter of those fiscal years, relates to the fiscal year or quarter, as the case may be, ended in that year, unless otherwise stated.

We changed our fiscal year end to September 30, effective for the 2025 fiscal year. Our 2025 fiscal year began on November 1, 2024 and ended on September 30, 2025, and accordingly, consisted of eleven months (''fiscal 2025''). Our fourth fiscal quarter of 2025 was a two-month period ended September 30, 2025. Thereafter, our fiscal year will begin on October 1 and end on September 30 of the following year.

Financial Information about Segments

Effective November 1, 2024, we implemented changes to our reporting structure starting in fiscal 2025. We now operate in four operating segments and four reportable segments: Customized Polymer Solutions; Durable Metal Solutions; Sustainable Fiber Solutions; and Integrated Solutions. Information related to our reportable segments is included in Note 13 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-KT.

We are changing the name of the Integrated Solutions reportable segment to Innovative Closure Systems beginning in fiscal 2026.

Narrative Description of Business

In the Customized Polymer Solutions reportable segment, we produce and sell a comprehensive line of polymer 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.

In the Durable Metal Solutions reportable segment, we produce and sell metal-based packaging products, including a wide variety of steel drums. Our metal-based packaging products are sold on a global basis to customers in industries such as chemicals, petroleum, agriculture and paints and coatings, among others.

In the Sustainable Fiber Solutions reportable segment, we produce and sell fiber-based packaging products, including fibre drums, uncoated recycled board, coated recycled board, tubes and cores and specialty partitions made from uncoated recycled board and coated recycled board. Our fiber-based packaging products are sold in North America in industries such as packaging, automotive, construction, food and beverage and building products. In addition, this reportable segment included the Soterra Business through the end of fiscal 2025.

In the Integrated Solutions reportable segment, we produce and sell complimentary packaging products, such as paints, linings and closure systems for industrial packaging products and related services. In addition, this reportable segment is involved in the purchase and sale of recycled fiber and the production and sale of adhesives used in our paperboard products, which will be reported under the Sustainable Fiber Solutions reportable segment beginning in fiscal 2026. These products and services are used internally by us and are also sold to external customers.

Due to the variety of our products, we have many customers buying different types of our products, and due to the scope of our sales, no one customer is considered principal in our total operations.

The markets in which we sell our products are highly competitive with many participants. Although no single company dominates, we face significant competitors in each of our businesses. Our competitors include large vertically integrated companies as well as numerous smaller companies. The industries in which we compete are particularly sensitive to price fluctuations caused by shifts in industry capacity and other cyclical industry conditions. Other competitive factors include design, quality and service, with varying emphasis depending on product line.

In the plastics, steel and integrated products industry, we compete by offering a comprehensive line of products on a global basis. In the paper packaging industry, we compete by offering a comprehensive range of uncoated and coated paperboard products and diverse tube, core, partitions and other specialty products.

In addition, over the past several years we have closed higher cost facilities and otherwise restructured our operations, which we believe has significantly improved our cost competitiveness.

Resin and used industrial packaging for reconditioning are the principal raw materials for the Customized Polymer Solutions reportable segment, steel is the principal raw material for the Durable Metal Solutions reportable segment, pulpwood and recycled coated and uncoated paperboard are the principal raw materials for the Sustainable Fiber Solutions reportable segment, and resin, steel and old corrugated containers are the principal raw materials for the Integrated Solutions reportable segment. We satisfy most of our needs for these raw materials through purchases on the open market or under short-term and long-term supply agreements. All of these raw materials are purchased in highly competitive, price-sensitive markets, which have historically exhibited price, demand and supply cyclicality. From time to time, some of these raw materials have been in short supply at certain of our manufacturing facilities. In those situations, we ship the raw materials in short supply from one or more of our other facilities with sufficient supply to the facility or facilities experiencing the shortage. To date, raw material shortages have not had a material adverse effect on our financial condition or results of operations.

We must comply with extensive laws, rules and regulations in the United States and in each of the countries where we conduct business with respect to a variety of matters, including compliance with government laws and regulations concerning the environment and health and safety matters. We do not believe that future compliance with government laws and regulations will have a material adverse effect on our capital expenditures, competitive position, results of operations or financial condition.

As to environmental matters, our operations are subject to extensive federal, state, local and international laws, regulations, rules, ordinances and potential claims relating to pollution, the protection of the environment, the generation, storage, handling, transportation, treatment, disposal and remediation of hazardous substances and waste materials and numerous other environmental laws and regulations. In the ordinary course of business, we are subject to periodic environmental inspections and monitoring by various governmental agencies. In addition, certain of our production facilities require environmental permits that are subject to revocation, modification and renewal. As

of the date of filing this Form 10-KT, and based on current information, we believe that the probable costs of the remediation of company-owned property will not have a material adverse effect on our financial condition or results of operations. We believe that we have adequately reserved for our liability for these matters as of September 30, 2025.

As to health and safety matters, our manufacturing operations involve the use of heavy equipment, machinery and chemicals and require the performance of activities that create safety exposures. We are subject to extensive federal, state, local and international laws, regulations, rules and ordinances relating to occupational health and safety. We have established safety policies, programs, procedures and training for our manufacturing operations, and our safety programs include measures required for compliance with these government laws and regulations. In addition, our safety programs include the ongoing identification and elimination of workplace exposures that can lead to injuries and sharing of health and safety best practices. We do not believe that future compliance with health and safety laws and regulations will have a material adverse effect on our capital expenditures, results of operations or financial condition.

We do not believe that compliance with federal, state, local and international laws and regulations that have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, has had or will have a material adverse effect upon our capital expenditures, competitive position, results of operations or financial condition.

See also Note 10 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-KT for additional information concerning environmental expenses and cash expenditures for the years ended September 30, 2025 (11-month), October 31, 2024 and October 31, 2023, and our reserves for environmental liabilities as of September 30, 2025 and October 31, 2024.

Our Company's values and culture are critical to our ability to attract, hire and retain talented employees for our global businesses. We seek to engage, develop and incentivize our employees to pursue our vision: ''Be the best customer service company in the world.'' We depend on our employees to provide differentiated customer service and create value for our customers through a solutions-based approach with the goal of earning our customers' trust and loyalty. We work to accomplish this goal by looking to our purpose, ''We create packaging solutions for life's essentials,'' vision and values set forth in ''The Greif Way.''

Our ''Build to Last'' strategy provides a platform to support our strategic growth and development under four key missions: creating thriving communities; delivering legendary customer service; protecting our future; and ensuring financial strength. Each employee has a part in driving these key missions wherever they are located in the world, and ultimately, our success is dependent on all of our employees working together to keep these priorities at the forefront of their activities. Within our ''creating thriving communities'' mission, we are focused on establishing a foundation for action that supports health and safety; inclusion and belonging; and talent development and engagement.

Safeguarding the health and safety of our employees is our first and foremost priority. We are committed to providing a safe working environment for all our employees with a philosophy of Zero Harm. We have implemented an incident tracking system that we call the LIFE program to assist with identifying global and regional leading indicators that facilitate the creation of programs and safety action plans that may help to reduce conditions and behaviors that lead to at-risk situations and the use of technology and automation to eliminate such conditions. We utilize a global safety scorecard with standardized safety metrics globally to understand, improve and correct safety risk and culture. To promote a continuous focus on safety, we have safety committees that consist of employees and management at all our facilities. We have implemented safety meetings at all levels in the organization from CEO to shop floor, both in the facilities and in office or remote locations creating a safety mindset that everyone is a safety leader regardless of their position, so that our safety culture is understood and practiced every day while developing a behavior commitment culture for each and every employee. We are steadfast in our commitment to employee safety. For example, we hold an annual global safety week focused on Zero Harm by sharing best practices and learnings to mitigate safety risks through interactive activities related to machine safety devices, good housekeeping and safe equipment operations. In addition, we have regular safety communications that target all employees, and we have an annual award that recognizes facilities that have achieved certain criteria for proactive actions and behaviors.

We are also committed to the total well-being of all our employees and their families with a variety of physical, mental and social wellness programs. These programs differ by region and include Company-sponsored or subsidized health care insurances, voluntary health fairs and employee assistance programs to improve mental health and wellness.

In accordance with our values, we encourage our employees to embrace an inclusive culture of language, location and thought. Our success depends on maintaining a culture where every employee communicates with respect, candor and trust. We rely on the unique qualities and

talents of our employees to help us achieve our Build to Last strategy. We strive to create an inclusive working environment as well as promoting fair treatment within our workforce, including the support of multiple colleague-led resource groups, fostering an environment where our employees feel valued and appreciated for the distinct voice they bring to our Company. In addition, we strive to compensate our employees fairly and equitably and continue to monitor pay equity data and educate our managers to make objective compensation decisions in line with our Company's compensation policies.

Attracting, developing and retaining talented employees is an integral aspect of our human capital strategy and critical to our success. We continuously strive to create learning and development opportunities for all our employees. Our development and training programs are designed to enhance leadership, develop a customer service mindset and improve engagement at all levels within our organization. We utilize Greif University, a centralized training platform offering a variety of learning and development offerings, including recorded internal trainings, on-demand courses, assessments and a learning library. Greif University allows employees to access LinkedIn Learning®, an online learning and skill building platform that empowers employees to develop skills to grow their career. We have a performance development review and talent development process in which managers provide regular feedback and coaching to assist with the development of our employees, including the use of individual development plans to assist with career development. To foster employee engagement, we encourage and value feedback from our employees and conduct annual engagement surveys of all our global employees to better understand our employee's level of engagement and identify areas of improvement to build high performing teams to meet our strategic goals.

As of September 30, 2025, our approximately 12,000 full-time employees were located in the following geographic regions: 50% in North America; 30% in Europe, Middle East and Africa; 11% in Asia Pacific; and 9% in Latin America. Our global workforce is 19% female and 81% male, with approximately 38% represented by labor unions.

Financial Information about Geographic Areas

Our operations are located in North and Latin America, Europe, the Middle East, Africa and the Asia Pacific regions. Information related to our geographic areas of operation is included in Note 13 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-KT.

Available Information

We maintain a website at https://www.greif.com. We file reports with the United States Securities and Exchange Commission (the ''SEC''). We make these reports available, free of charge, on or through our website, which include but are not limited to, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy and information statements and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we have electronically filed such material with, or furnished it to, the SEC.

Any of the materials we file with the SEC may also be read and/or copied at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. Information on the operation of the SEC's Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at https://www.sec.gov.

ITEM 1A. RISK FACTORS

Statements contained in this Form 10-KT may be ''forward-looking'' within the meaning of Section 21E of the Exchange Act. Such forward-looking statements are subject to certain risks and uncertainties that could cause our operating results to differ materially from those projected. The following factors, among others, in some cases have affected, and in the future could affect, our actual financial or operational performance, or both.

Our customers generally consist of other manufacturers and suppliers who purchase industrial packaging products and uncoated and coated recycled boxboard and related products for their own containment and shipping purposes. Because we supply a cross section of industries, including 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 that operates in over 35 countries with approximately 48% of our fiscal 2025 sales derived from non-U.S. operations. Management of global operations is 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 Europe, Middle East and Asia Pacific. As regards the Eastern Europe region, the length, impact and outcome of the ongoing military conflict in Ukraine is highly unpredictable. The Russian invasion of Ukraine and 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 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 conflict between Russia and Ukraine could negatively impact our business and operations.

In the event that our operations in Russia are reduced or ceased for any reason, that event may result in an impairment charge or loss of assets if we are unable to 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 2026. 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. As of September 30, 2025 and the fiscal year then ended, our operations in Russia accounted for approximately 4% of our net sales, approximately 16% of our operating profit and approximately 3% of our total assets, all without including the Containerboard Business.

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, Middle East conflicts in Gaza, and tensions between China and Taiwan), 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 Russian Ruble, Euro, Brazilian Real, Chinese Yuan, Algerian Dinar, British Pound and other currencies. Our operating performance is affected by fluctuations in currency exchange rates by:

• translations into U.S. dollars for financial reporting purposes of the assets and liabilities of our non-U.S. operations conducted in local currencies; and

• gains or losses from transactions conducted in currencies other than the operation's functional currency.

The Current and Future Challenging Global Economy and Disruption and Volatility of the Financial and Credit Markets may Adversely Affect our Business and our Access to Financing and Could Delay or Otherwise Disrupt our Share Repurchase Plan.

Current global economic conditions are challenging for 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 conflict between Russia and Ukraine, various conflicts in the Middle East, and tensions between China and Taiwan, 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 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.

Further, we may experience challenges in forecasting revenues and operating results due to these global economic conditions. The difficulty in forecasting revenues and operating results may result in volatility in the market price of our common stock.

In addition, the lenders under our senior secured credit agreement and other borrowing facilities described in Item 7 of this Form 10-KT under Liquidity and Capital Resources - Borrowing Arrangements and the counterparties with whom we maintain interest rate swap agreements, currency forward contracts and derivatives and other hedge agreements may be unable to perform their lending or payment obligations in whole or in part, or may cease operations or seek bankruptcy protection, which would negatively affect our cash flows and our results of operations.

The equipment that we use in our manufacturing operations is expensive and requires continued maintenance. We may require significant capital investment to maintain our equipment. If our existing sources of capital prove insufficient, there can be no assurance that we will be able to obtain capital to finance these expenditures on favorable terms, or at all. Any inability by us to maintain our equipment as needed or any inability to obtain capital for expenditures on equipment maintenance on favorable terms could have an adverse effect on our business, financial position and results of operations.

Our Board of Directors has authorized, and may from time to time further authorize, the repurchase of our common stock on the open market or in privately negotiated transactions. Our ability to effect such repurchases may be affected by, among other factors: volatility and instability in the global economy and capital markets; our views on potential future capital requirements; our ability to generate sufficient earnings and cash flows; our use of cash to consummate any acquisitions; our repayment of principal and interest on our indebtedness; changes in federal and state income tax laws or corporate laws, and changes to our business model. Our stock repurchases as well as our cash dividend may change from time to time, and we cannot provide assurance that we will increase our cash dividend payment or declare cash dividends or make stock repurchases in any particular amounts or at all. A reduction in our cash dividend payments or a reduction in the level of our stock repurchases could have a negative effect on our stock price.

Over the last few years, many of our large industrial packaging, 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 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 years 2024 and 2025 will continue on an overall basis through 2026, 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, which is used in the manufacture of steel drums and 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, 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.

Negative media reports about us or our businesses, whether accurate or inaccurate, could damage our reputation and relationships with our customers and suppliers, cause customers and suppliers to terminate their relationship with us, or impair our ability to effectively compete, which could adversely affect our business, financial condition, results of operations and cash flows.

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 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 further impact our sales and margins. We seek 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, recycled pulp from OCC, recycled coated and uncoated boxboard, 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, the European Union (''EU'')'s Packaging & Packaging Waste Regulation will require post-consumer resin (''PCR'') to be incorporated into plastic products sold in the EU. As such, prices for PCR may increase, and we may also face a shortage of PCR supply necessary to meet regulatory requirements, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

In addition, we manufacture certain component parts and other products for our industrial packaging products and adhesives for our paper products, and sell those parts and products to other companies, including competitors. Some of the raw materials, products and component parts have been, and in the future may be, in short supply. For example, the availability of these raw materials, component parts and products and/or our ability to purchase and transport them 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 continue to incur significant raw material price increases in the future 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 will not have a material adverse effect on our business, financial condition, results of operations and cash flows.

The disruptions to the global economy starting in 2020 and continuing throughout 2025, which were intensified by the Russian invasion of 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 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.

We have invested a substantial amount of capital in acquisitions, joint ventures and strategic investments and we expect that we will continue to do so in the foreseeable future. We are continually evaluating acquisitions, divestitures and strategic investments that are significant to our business both in the United States and internationally. For example, as of August 31, 2025, we sold our Containerboard Business and on October 1, 2025, we sold our Soterra Business.

Acquisitions, joint ventures and strategic investments involve numerous risks, including the failure to identify suitable acquisition candidates, complete acquisitions on acceptable terms and conditions, retain key customers, employees and contracts, the inability to integrate businesses without material disruption, unanticipated costs incurred in connection with integrating businesses, the incurrence of

liabilities greater than anticipated or operating results that are less than anticipated, the inability to realize the projected value, and the inability to realize projected synergies. In addition, acquisitions, joint ventures and strategic investments and associated integration activities require time and attention of management and other key personnel. There can be no assurance that any acquisitions, joint ventures and strategic investments will be successfully integrated into our operations, that competition for acquisitions will not intensify or that we will be able to complete such acquisitions, joint ventures and strategic investments on acceptable terms and conditions. The costs of unsuccessful acquisition, joint venture and strategic investment efforts may adversely affect our business, financial condition, results of operations and cash flows.

Divestitures and restructuring activities may divert the attention of management, disrupt our ordinary operations, and will result in a reduction in revenues and the volume of products produced and sold, and the impact of divestitures on our revenue growth may be larger than we anticipate if we experience greater dis-synergies than we expect. In addition, in cases where we seek to divest or otherwise dispose of certain facilities, operations, assets, or other components of our business, we may be unable to find buyers or alternative exit strategies on acceptable terms, in a timely manner or at all, and we may dispose of facilities, operations, assets, or other components of our business at prices or on terms that are less desirable than we had anticipated.

Additionally, in connection with any acquisitions or divestitures, including the sale of the Containerboard Business and the sale of the Soterra Business, 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. In December 2024, we announced a target cost optimization effort to eliminate $100.0 million, which target was increased to $120.0 million in November 2025, of structural costs from the business by the end of fiscal year 2027 through a combination of selling, general and administrative rationalization, network optimization, and operating efficiency gains. 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 result in initial inefficiencies as employees and business operations adapt to the new structure.

The rationalization of our manufacturing facilities may also result in temporary constraints upon our ability to manufacture the quantity of products necessary to fill orders and thereby complete sales in a timely manner. In addition, system upgrades at our manufacturing facilities that impact ordering, production scheduling and other related manufacturing processes are complex, and could impact or delay production targets. A prolonged delay in our ability to fill orders on a timely basis could affect customer demand for our products and increase the size of our product inventories, causing future reductions in our manufacturing schedules and adversely affecting our results of operations. Moreover, our continuous development and production of new products will often involve the retooling of existing manufacturing facilities. This retooling may limit our production capacity at certain times in the future, which could adversely affect our business, financial condition, results of operations and cash flow. In addition, the expansion and reconfiguration of existing manufacturing facilities could increase the risk of production delays, as well as require significant investments of capital.

While we expect these initiatives to provide significant opportunities for profit and savings throughout our organization, our estimated profits and savings are based on assumptions that may prove to be inaccurate, and as a result, there can be no assurance that we will realize these profits and cost savings or that, if realized, these profits and cost savings will be sustained. Failure to achieve or delays in achieving projected levels of efficiencies and cost savings from such measures, or unanticipated inefficiencies resulting from manufacturing and administrative reorganization actions in progress or contemplated, could adversely affect our business, financial condition, results of operations and cash flows and harm our reputation.

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.

In joint ventures, we share ownership with one or more parties who may or may not have the same goals, strategies, priorities or resources as we do. In general, joint ventures are intended to be operated for the benefit of all co-owners, rather than for our exclusive benefit. Operating a business as a joint venture often requires additional organizational formalities as well as time-consuming procedures for sharing information, accounting and making decisions. In certain cases, our joint venture partners must agree in order for the applicable joint venture to take certain actions, including acquisitions, the sale of assets, borrowing money and granting liens on joint venture property. Our inability to take unilateral action that we believe is in our best interest may have an adverse effect on the financial performance of the joint venture and the return on our investment. Finally, we may be required on a legal or practical basis or both, to accept liability for obligations of a joint venture beyond our economic interest, including in cases where our co-owner becomes bankrupt or is otherwise unable to meet its commitments.

The agreements that govern certain of our current joint ventures under certain circumstances provide the joint venture partner with the right to sell their participation in the joint venture to us or the right to acquire our participation in the joint venture. Some of the joint venture agreements provide that the joint venture partner can sell its participation for a certain purchase price calculated on the basis of a fixed multiple. Such put and call rights may result in financial risks for us. In addition, such rights could negatively impact our operations if as a result of their exercise we lose access to members of our management teams that are familiar with local markets or distribution and manufacturing channels.

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 tight 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, changing social, political and legal perspectives and requirements regarding workforce inclusivity can lead to public backlash, compliance challenges, 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 are subject to the risk of work stoppages and other labor relations matters, with approximately 38% of our employees around the world represented by unions. We have experienced work stoppages and strikes in the past, and there may be work stoppages and strikes in the future. Any prolonged work stoppage or strike at any one of our principal manufacturing facilities could have a negative impact on our business, financial condition, results of operations and cash flows. In addition, upon the expiration of existing collective bargaining agreements, we may not reach new agreements without union action and any such new agreements may not be on terms satisfactory to us.

We are self-insured or carry large deductibles for certain types of insurance claims, which include, but are not limited to, claims made under our employee medical and dental insurance programs and workers' compensation, auto and general liability claims. We utilize outside actuarial services to establish reserves for estimated costs related to pending claims, administrative fees and claims incurred but not reported. Because establishing reserves is an inherently uncertain process involving estimates, currently established reserves may not be adequate to cover the actual liability for claims made under our employee medical and dental insurance programs and for certain of our workers' compensation and liability claims. If it is concluded that our estimates are incorrect and our reserves are inadequate for these claims, we will need to increase our reserves, which could adversely affect our financial condition, results of operations and cash flows.

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.

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 cybersecurity 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, unavailability, 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 adversely affect our sales and could result in a material adverse impact on our business, financial condition, results of operations and cash flows.

Initiatives intended to make our cost structure, business processes and systems more efficient may not achieve the expected benefits and could inadvertently have an adverse effect on our business, operating results, financial condition and cash flows. We continuously seek to make our cost structure and business processes more efficient, including by implementing changes to our business information systems. These efforts may involve a significant investment of financial and human resources and significant changes to our current operating processes.

We have established a business continuity plan in an effort to ensure the continuation of core business operations in the event that normal operations could not be performed due to a catastrophic event. While we continue to test and assess our business continuity plan to ensure it meets the needs of our core business operations and addresses multiple business interruption events, there is no assurance that core business operations could be performed upon the occurrence of such an event which may have a material adverse effect on our business, financial condition, results of operations and cash flows.

We are increasingly exploring the use of generative artificial intelligence (''GenAI'') tools to improve operational efficiency, product design, and business processes. These technologies are new and rapidly evolving, and the full extent of their potential risks is not yet known. Over-reliance on GenAI in our manufacturing, supply chain, or commercial operations could lead to disruptions, inefficiencies, or inaccurate decision-making if these systems produce flawed or biased outputs. In addition, our investments in GenAI technologies may not deliver anticipated cost savings or productivity improvements, and associated costs could be significant. Failures in integration, governance, or oversight of AI solutions may create operational inefficiencies, increase compliance costs, or reduce profitability. Any of the above risks, individually or in the aggregate, could materially and adversely affect our business, financial condition, and results of operations. The legal framework surrounding GenAI technologies is unsettled. We may face claims of intellectual property infringement if GenAI-generated outputs are alleged to incorporate or resemble third-party proprietary content. Furthermore, ownership rights to AI-generated works remain uncertain, which could limit our ability to protect or commercialize innovations developed using GenAI. Failure to adequately manage these risks could result in a material adverse effect on our business, financial condition, results of operations and cash flows.

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, malfeasance or other disruptions, with heightened risks due to geopolitical conflicts. These

threats also may be further enhanced in frequency or effectiveness through threat actors' use of artificial intelligence technologies, which 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. Furthermore, use of GenAI systems involves processing large volumes of data, some of which may be sensitive, proprietary, or confidential. If our employees, contractors, or third-party partners use GenAI tools in ways that inadvertently expose confidential information, we may face cybersecurity breaches, loss of trade secrets, or violations of foreign, federal, state and local data protection and privacy laws (such as the European Union's General Data Protection Regulation or the California Consumer Privacy Act). Such incidents could result in reputational harm, regulatory scrutiny, or financial liability. 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-KT.

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 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 multinational nature of our business subjects us to taxation in the United States and numerous foreign jurisdictions. Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change. Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws or their interpretation (including regulations and other guidance promulgated under the U.S. One Big Beautiful Bill Act).

A number of countries have enacted legislation to implement the Organization for Economic Cooperation and Development's global minimum tax regime of 15% of reported profits (the ''Pillar 2 taxes''). During 2023 and 2024, many countries began to incorporate the Pillar 2 taxes model rule concepts into their domestic laws. Although the model rules provide a framework for applying the minimum tax, countries may enact the Pillar 2 taxes slightly different than the model rules and on different timelines and may adjust domestic tax incentives in response to the Pillar 2 taxes. These changes did not have a material impact on our consolidated financial statements for 2025. We continue to evaluate the impacts of proposed and enacted legislation with respect to the global minimum tax regime in the jurisdictions in which we operate.

Tax laws are complex and subject to varying interpretations. At this time, we believe we are properly reflecting the provision for taxes on income using all current enacted global tax laws in every jurisdiction in which we operate. However, there can be no assurance that our tax positions will not be challenged by relevant tax authorities or that we would be successful in any such challenge.

At September 30, 2025, the carrying value of our goodwill was $1,696.5 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 that emissions of greenhouse gases (''GHG'') and other human activities have caused or will cause significant changes in weather patterns and increase the frequency or severity of extreme weather events, including storms, droughts, wildfires and flooding. These types of extreme weather events have adversely impacted 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 differing and competing legislation regulations, changes in the enforcement priorities of regulators, and standards across the markets where we operate with respect to 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, collection, recycling and reuse of plastic materials, and energy policies, including waste tax, and other governmental charges and mandates. 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 EU 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. In addition, Spain has adopted Royal Decree 214/2025, pursuant to which we will be required to disclose GHG emissions annually, have our data verified by an independent third party, and publish a 5-year emissions reduction plan. We will publish our first report under this Spanish regulation by March 31, 2026. We will likely need to be prepared to contend with overlapping, yet distinct, climate-related disclosure requirements in multiple jurisdictions. 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, reduce sales with customers who value sustainability from their suppliers, and could adversely 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, along with other companies in many business sectors, including our customers, are considering and implementing ESG and sustainability strategies, specifically ways to reduce GHG emissions. At the same time, such efforts and compliance with ESG-related rules may place strain on our employees, systems, and resources. Within and among different stakeholder groups, including shareholders, customers, government regulators and actors and employees, there are differing views on sustainability and ESG matters, which increases the risk that any action or lack thereof with respect to sustainability or ESG matters will be perceived negatively by at least some stakeholders, could result in reputational harm, litigation, enforcement actions or other adverse consequences which may adversely impact our business, financial condition, results of operations and cash flows. The current sociopolitical landscape has led to rapid and unpredictable shifts in public sentiment, which has resulted in dynamics that increase the risk of reputational damage, boycotts and shifts in consumer behavior, and we may not be able to align our practices with such evolving expectations within the timeframes expected by stakeholders or regulators, or without incurring significant costs to our business and reputation. This could adversely affect our sales and profitability, our ability to attract or retain employees, and our attractiveness as an investment, supplier, or business partner. Our ability to respond effectively, sensitively, and authentically to the expectations of our stakeholders is key to mitigating these risks. In addition, we could experience adverse effects on our reputation, business, and results of operations if we are targeted by those who disagree with our public positions on ESG issues or who inaccurately perceive or mischaracterize our public positions and disclosures on these topics. If we do not successfully manage ESG-related expectations across stakeholders, it could erode stakeholder trust, impact our reputation, and could adversely affect our business, financial condition, results of operations and cash flows.

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 this target 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 power purchase agreements and renewable energy certificates; the long timeline to complete certain sustainability projects; the impact of acquisitions and divestitures; and proposed legislation in the United States that would, if enacted into law, significantly reduce the development and availability of solar and wind renewable energy projects in the United States, which would likely reduce the supply of renewable energy and adversely impact our ability to meet our targets while increasing energy, renewable energy and renewable energy certificate prices. There are no assurances that we will be able to successfully execute our strategies and achieve our 2030 target. Failure to achieve our target could damage our reputation, customer and investor relationships or our access to financing. Further, given certain investors' focus related to ESG matters, such a failure or other perspectives on such initiatives 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 have made and may continue to make public statements regarding our ESG strategies, goals, initiatives and performance, including climate commitments and sustainability targets such as our 2030 GHG emissions reduction goal. These statements are subject to the disclosure requirements described above under SEC rules, California legislation, the EU Corporate Sustainability Reporting Directive and other regulatory frameworks. If our disclosures, targets or claims are perceived as inaccurate, misleading, or not supported by adequate data or progress, we could be subject to regulatory investigations, enforcement actions, litigation, shareholder claims, or allegations of ''greenwashing.'' In addition, the overlapping and distinct disclosure requirements across multiple jurisdictions create a heightened risk of inadvertent misstatements or omissions. Any of these outcomes could harm our reputation, increase costs, and negatively affect our business, results of operations and financial condition.

We must comply with extensive and sometimes inconsistent laws, rules and regulations in the United States, 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.

In addition, existing laws, rules and regulations, as well as the interpretation and administration of such laws and regulations by governmental agencies, can be revised or reinterpreted or new laws and regulations could be adopted or become applicable to us that restrict or prohibit the manner in which we conduct our current operations, require additional permits to engage in some or all of our current operations, or increase the cost of some or all our operations. For example, the U.S. EPA previously indicated potential forthcoming changes to the regulatory framework that may impact our reconditioning business requiring a change to our processes and operations going forward. Such changes could adversely affect our business, financial condition, results of operations and cash flows.

We are also subject to transportation safety regulations promulgated by the U.S. Department of Transportation (''DOT'') and agencies in other jurisdictions. Both the DOT regulations and standards issued by the United Nations and adopted by various jurisdictions outside the United States set forth requirements related to the transportation of both hazardous and nonhazardous materials in some of our packaging products and subject our Company to random inspections and testing to ensure compliance. Failure to comply could result in fines to us and could affect our business, financial condition, results of operations and cash flows.

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 individuals, 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 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, EU plastic taxes have been introduced. Specifically, there is heightened focus and in some cases a requirement by customers and regulators to use 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, the EU Packaging & Packaging Waste Regulation is to be implemented over an 18-month period and imposes 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 and other countries or customer requirements, could affect our business, financial condition, results of operations and cash flows, in addition to those of our customers.

Our operations generate and manage various outputs and waste, including industrial byproducts, chemicals, and energy-related emissions. Regulators in the U.S., the EU and other jurisdictions are increasingly expanding the scope of laws and regulations to require companies to reduce waste across the value chain, transition to circular economy practices, and demonstrate improved lifecycle performance for their products. Compliance may necessitate significant capital investments, process changes, or operational restrictions, and failure to comply could subject us to fines, increase our costs, or lead to loss of business, each of which could adversely affect our business, financial condition, results of operations and cash flows.

Our customers in the food and pharmaceutical industry are subject to increasing laws, rules and regulations relating to safety. As a result, customers may demand that changes be made to our products or facilities, as well as other aspects of our production processes, that may require investment of capital. The failure to comply with these requests could adversely affect our relationships with some customers and result in negative effects on our business, financial condition, results of operations and cash flows.

We source raw materials, components and services from suppliers worldwide, some of whom operate in regions with heightened risks of human rights abuses, including forced labor, child labor, and unsafe working conditions. Key regulatory requirements, such as the CS3D, the German Supply Chain Due Diligence Act, and the U.S. Uyghur Forced Labor Prevention Act, impose obligations on companies to identify, assess and mitigate human rights risks in their supply chains. These requirements overlap with other ESG-related regulatory frameworks discussed above, including the CSRD and emerging state-level disclosure mandates in the U.S. Failure to adequately manage or remediate human rights issues could result in fines, supply disruptions, litigation, reputational harm, or loss of customer contracts. In addition, compliance with these due diligence obligations may require substantial investment in systems, processes, and monitoring, which could increase our costs and affect our financial performance.

We produce packaging products and provide services for our 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 that seek 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.

We cannot provide assurance that our internal controls will always protect us from reckless or criminal acts committed by our employees, agents or business partners that would violate U.S. and non-U.S. laws, including anti-bribery, competition, trade sanctions and regulation, and other laws. Any such improper actions could subject us to civil or criminal investigations in the U.S. and in other jurisdictions, could lead to substantial civil or criminal monetary and non-monetary penalties against us or our subsidiaries, and could damage our reputation. Even the allegation or appearance of our employees, agents or business partners acting improperly or illegally could damage our reputation and result in significant expenditures in investigating and responding to such actions.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Risk Management and Strategy

We recognize the importance of effective cybersecurity risk management to our operations and interests. Our cybersecurity program is designed to protect our employees, our customers and our assets through the effective identification and mitigation of cyber risks. The program, led by the Chief Information Security Officer (''CISO'') under the oversight of the Chief Information and Digital Officer (''CIDO''), encompasses a broad range of preventative, detective and responsive measures relevant to our business needs and designed to reduce our specific risks.

The cybersecurity program is modeled after and assessed against the National Institute of Standards and Technology Cybersecurity Framework (''NIST CSF''). The NIST CSF is not a certification program and our use does not imply compliance with specific, related standards - the NIST CSF is used as a guide for designing and managing cybersecurity programs.

Risks and exposures associated with our cybersecurity program are integrated into our overall enterprise risk management program and share common methodologies, reporting channels and governance processes. These processes and the governance for identifying and managing risks apply across our enterprise risk management program to other legal, compliance, strategic, operational and financial risk areas.

Core elements of our cyber program include, but are not limited to:

• Risk assessments to identify cybersecurity risks that may impact us in material ways, including risks associated with our use of third-party service providers;

• Cybersecurity awareness training for our employees and ongoing technical training for cybersecurity personnel;

• Procedural and technical security controls implemented and managed by cross-functional teams;

• An incident response plan that includes procedures for responding to cybersecurity events, including those arising from our use of third-party service providers or partners;

• Periodic evaluation of security controls through system assessments and vulnerability scanning;

• Partnerships with external providers where appropriate to supplement our internal expertise, perform security assessments and penetration testing, consult on best-practices and support incident response activities with forensic analysis.

As of September 30, 2025, we were not aware of any cybersecurity incidents that have materially impacted, or are reasonably likely to materially impact, our operations or financial condition.

Governance and Oversight

While our Board has responsibility for oversight of risk management on an enterprise-wide basis, it has delegated certain risk oversight responsibilities to its committees. The Audit Committee of our Board of Directors has responsibility for oversight of our cybersecurity risk management program. Full responsibilities of the Audit Committee are set forth in the publicly available Audit Committee Charter on our website. The Audit Committee receives quarterly cybersecurity updates covering risks, mitigation plans, and cybersecurity incidents. The full Board of Directors is provided with periodic cybersecurity updates from the CIDO or the CISO, or both.

In the event of an urgent cybersecurity incident where full Audit Committee or Board involvement is not practical or timely, the Chairperson of the Board of Directors, the Chairperson of the Audit Committee, and the Chief Executive Officer have been appointed as an incident oversight group.

The CISO has primary responsibility for the management of ongoing cyber risks under the oversight of the CIDO. The CISO holds a Certified Information Systems Security Professional certification and has nearly 30 years of experience in technology, including over 10 years in software development and enterprise architecture and over 15 years implementing, maturing and leading cybersecurity programs. The CIDO is responsible for global IT strategy and operations and has nearly 30 years of experience leading enterprise technology organizations. The CIDO and CISO, together with others on their teams, are informed about the monitoring, prevention, detection, mitigation and remediation of cybersecurity incidents through their management of and participation in the cybersecurity risk management policies, processes and operations discussed above.

The Company's management team has designated a Cybersecurity Advisory Council (the ''Council''), which consists of members of management, including the CISO and a cross-section of Company leaders. The Council ensures strong alignment within the Company with the objectives of the cyber program, providing input on policy and risk decisions. The Council receives periodic briefings on security status, incidents, and mitigation plans.

ITEM 2. PROPERTIES

In the U.S., we have 99 principal manufacturing locations in 31 states. Additionally, we have 76 principal manufacturing locations in 21 other countries. Globally, 92 principal manufacturing locations are owned while 83 are leased. A principal manufacturing location means a manufacturing facility located in a country with net sales in excess of 0.5 percent of the Company's consolidated net sales.

Many of the domestic and international principal manufacturing locations manufacture multiple products across different business segments. Customized Polymer Solutions products are manufactured at 68 principal manufacturing locations; Durable Metal Solutions products are manufactured at 55 principal manufacturing locations; Sustainable Fiber Solutions products are manufactured at 66 principal manufacturing locations; and Integrated Solutions products are manufactured at 31 principal manufacturing locations. We own our global headquarters in Delaware, Ohio, U.S.A.

We believe that our operating locations are in satisfactory condition and adequate to meet our present needs. However, we continue to assess the need for expansion, improvement and consolidation of our properties to support our Build to Last strategy.

ITEM 3. LEGAL PROCEEDINGS

We are not a party to any pending legal proceedings that are material to our business or financial condition.

From time to time, we have been a party to legal proceedings arising at the country, state or local level involving environmental sites to which we have shipped, directly or indirectly, small amounts of toxic waste, such as paint solvents. As of the filing date of this Form 10-KT, we have been classified only as a ''de minimis'' participant in such proceedings. We are not a party to any legal proceedings involving a governmental authority and arising under any federal, state or local provisions that have been enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment and involving potential monetary sanctions in excess of $300,000, other than as described below.

On February 7, 2023, TPG Plastics (''TPG''), a subsidiary of Ipackchem Group SAS, which we acquired on March 26, 2024, received a letter from the United States Environmental Protection Agency (''U.S. EPA'') informing TPG that the U.S. EPA had determined through testing that certain portable fuel containers (''PFCs'') that were sold between 2018 and 2022 had failed emission testing. TPG also received a letter from The California Air Resources Board (''CARB''), dated November 7, 2023, informing TPG that compliance testing performed by CARB revealed that certain PFCs sold in 2018 to 2022 were noncompliant with California's PFC performance standards. TPG had already discontinued the manufacture of PFCs that were the subject of the U.S. EPA in and CARB letters before the end of 2022.

We have cooperated with the governmental agencies in these investigations and proceedings. As of the filing date of this Form 10-KT, we expect to pay a penalty of $525,000 to CARB. No other citations have been issued or other fines assessed with respect to any of these proceedings.

ITEM 4. MINE SAFETY DISCLOSURES

None.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Shares of our Class A and Class B Common Stock are listed on the New York Stock Exchange under the symbols GEF and GEF.B, respectively.

As of November 14, 2025, there were 275 stockholders of record of the Class A Common Stock and 47 stockholders of record of the Class B Common Stock.

Our Board of Directors has authorized the repurchase of Class A Common Stock or Class B Common Stock or any combination of the foregoing, and there remains 2,504,836 shares that may be repurchased under this authorization. On November 11, 2025, we entered into agreements to execute an open market repurchase plan for approximately $150.0 million utilizing this available authorization beginning in the first quarter of fiscal 2026.

On February 26, 2025, we issued 24,012 unregistered shares of our Class A Common Stock to the nine outside directors elected at our 2025 Annual Meeting of Stockholders held on such date (the ''2025 Annual Meeting''). These unregistered shares were awarded as part of the annual retainer to these outside directors under the terms of our Amended and Restated Outside Directors Equity Award Plan, which provides annual equity awards to outside directors and which was approved by our stockholders at the 2025 Annual Meeting. The total dollar value of these unregistered shares was $1,439,519, which was equal to the last reported sale price of a share of Class A Common Stock on the NYSE on the last trading day immediately preceding the date of the 2025 Annual Meeting multiplied by 24,012. These unregistered shares were fully vested at the date of award but are subject to restrictions on transfer until the earlier of three years from the date of the award or the applicable outside director's termination from the Board of Directors due to such director's retirement, death or other reason. These nine outside directors are ''accredited investors'' as defined in Rule 501(a)(4) of Regulation D promulgated under the Securities Exchange Act of 1933, as amended (the ''Securities Act''), as directors of the issuer of such securities. The issuance of these unregistered shares of Class A Common Stock was exempt from registration under Rule 506 of Regulation D and Section 4(2) of the Securities Act.

We pay quarterly dividends of varying amounts computed on the basis described in Note 11 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-KT. The annual dividends declared for the last two years are as follows:

2025 Dividends per Share - Class A $2.18; Class B $3.26 2024 Dividends per Share - Class A $2.10; Class B $3.14

The terms of our current secured credit facilities and United States accounts receivable credit facility limit our ability to make restricted

payments, which include dividends and purchases, redemptions and acquisitions of our equity interests. The payment of dividends and other restricted payments are subject to the condition that certain defaults do not exist under the terms of our current secured credit facilities and United States accounts receivable credit facility and, in the event that certain defaults exist, are limited in amount by a formula based, in part, on our consolidated net income. See ''Liquidity and Capital Resources - Borrowing Arrangements'' in Item 7 of this Form 10-KT.

Performance Graph

The following graph compares the performance of shares of our Class A and B Common Stock to that of the Standard and Poor's 500 (''S&P 500'') Index and the Dow Jones United States Containers and Packaging Index (''DJUSCP'') assuming $100 invested on October 31, 2020 and reinvestment of dividends for each subsequent year. The graph does not purport to represent our value.

ITEM 6. [RESERVED]

None.

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

The terms ''Greif,'' the ''Company,'' ''we,'' ''us'' and ''our'' as used in this discussion refer to Greif, Inc. and its subsidiaries.

Greif Business System 2.0

The Greif Business System is a quantitative, systematic and disciplined business process that Greif has utilized for nearly 20 years. Through our focus on continuous improvement on safety, people, mindset and culture, we have accelerated our processes to Greif Business System 2.0. We believe this System increases our ability to quickly scale and implement innovation, initiatives and best practices on a global basis. In turn, we expect this to facilitate improved productivity, efficiency and value creation.

RESULTS OF OPERATIONS

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. Generally Accepted Accounting Principles (''GAAP''). The preparation of these consolidated financial statements, in accordance with these principles, require us to make estimates and assumptions that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of our consolidated financial statements.

Historical revenues and earnings may or may not be representative of future operating results due to various economic and other factors. See ''Risk Factors'' in Item 1A of this Form 10-KT.

The non-GAAP financial measure of Adjusted EBITDA is used throughout the following discussion of our results of operations, both for our consolidated and segment results. For our consolidated results, Adjusted EBITDA is defined as net income, plus interest expense, net, plus debt extinguishment charges, plus other (income) expense, net, plus income tax expense, plus depreciation, depletion and amortization, plus acquisition and integration related costs, plus restructuring and other 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 other costs.

Since we do not calculate net income by reportable segment, Adjusted EBITDA by reportable segment is reconciled to operating profit by reportable segment. In that case, Adjusted EBITDA is defined as operating profit by reportable segment less non-cash pension settlement (income) charges, less equity earnings of unconsolidated affiliates, net of tax, plus depreciation, depletion and amortization expense, plus acquisition and integration related costs, plus restructuring and other 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 other costs, for that reportable segment.

We use Adjusted EBITDA as a financial measure to evaluate our historical and ongoing operations and believe that this non-GAAP financial measure is useful to enable investors to perform meaningful comparisons of our historical and current performance. The foregoing non-GAAP financial measures are intended to supplement and should be read together with our financial results. These non-GAAP financial measures should not be considered an alternative or substitute for, and should not be considered superior to, our reported financial results. Accordingly, users of this financial information should not place undue reliance on the non-GAAP financial measures.

Change in Fiscal Year

Through October 31, 2024, our fiscal years began on November 1 and ended on October 31 of the following year. Any references in this Form 10-KT to fiscal 2024 or any prior fiscal years, or to any quarter of those fiscal years, relates to the fiscal year or quarter, as the case may be, ended in that year, unless otherwise stated.

We changed our fiscal year end to September 30, effective for the 2025 fiscal year. Our 2025 fiscal year began on November 1, 2024 and ended on September 30, 2025, and accordingly, consisted of eleven months (''fiscal 2025''). Our fourth fiscal quarter of 2025 was a two-month period ended September 30, 2025. Thereafter, our fiscal year will begin on October 1 and end on September 30 of the following year.

In Item 7 of this Form 10-KT, when financial results for fiscal 2025 are compared to financial results for fiscal 2024, the results for the 11-month transition period are compared to the results of the comparable 11-month recast period from fiscal 2024. When financial results for fiscal 2024 are compared to financial results for fiscal 2023, the results are presented based on our previous fiscal year-end on a 12-month basis.

Change in Reportable Segments

Beginning November 1, 2024, we implemented changes to our reporting structure, moving to a material solution-based structure. We realigned our organizational structure to operate in four reportable business segments: Customized Polymer Solutions; Durable Metal Solutions; Sustainable Fiber Solutions; and Integrated Solutions.

In the Customized Polymer Solutions reportable segment, we produce and sell a comprehensive line of polymer 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.

In the Durable Metal Solutions reportable segment, we produce and sell metal-based packaging products, including a wide variety of steel drums. Our metal-based packaging products are sold on a global basis to customers in industries such as chemicals, petroleum, agriculture and paints and coatings, among others.

In the Sustainable Fiber Solutions reportable segment, we produce and sell fiber-based packaging products, including fibre drums, uncoated recycled board, coated recycled board, tubes and cores and specialty partitions made from uncoated recycled board and coated recycled board. Our fiber-based packaging products are sold in North America in industries such as packaging, automotive, construction, food and beverage and building products. In addition, this reportable segment included the Soterra Business through the end of fiscal 2025.

In the Integrated Solutions reportable segment, we produce and sell complimentary packaging products, such as paints, linings and closure systems for industrial packaging products and related services. In addition, this reportable segment is involved in the purchase and sale of recycled fiber and the production and sale of adhesives used in our paperboard products, which will be reported under the Sustainable Fiber Solutions reportable segment beginning in fiscal 2026. These products and services are used internally by us and are also sold to external customers.

Divestitures and Discontinued Operations

On June 30, 2025, we entered into a definitive agreement to sell our containerboard business, including our CorrChoice sheet feeder system (the ''Containerboard Business''), and the equity interests in our subsidiaries that directly owned the Containerboard Business on the date of closing, for a purchase price of $1,804.7 million. The transaction was completed effective as of August 31, 2025 (the ''Containerboard Divestiture''). The Containerboard Business was previously reported under the Sustainable Fiber Solutions segment. The Containerboard Divestiture qualifies as discontinued operations because it represents a strategic shift that will have a major impact on our operations and financial results. As a result, the Containerboard Business was presented as discontinued operations beginning in the third quarter of 2025. Our allocation of corporate expenses was updated to reflect how management measures performance and allocates resources with the Containerboard Business being excluded from continuing operations. We have recast data from prior periods to reflect this change to conform to the current year presentation. Unless otherwise noted, the discussion below relates only to our continuing operations.

On August 5, 2025, we entered into a definitive agreement to sell our Soterra land management business, including approximately 173,000 acres of timberland (the ''Soterra Business''), for a purchase price of approximately $462.0 million, subject to certain adjustments. Subsequent to year end, the transaction closed on October 1, 2025. The Soterra Business was reported under the Sustainable Fiber Solutions segment through the end of fiscal 2025. The Soterra Business divestiture does not qualify as discontinued operations.

Tabular Financial Results

The following table sets forth the net sales, operating profit and Adjusted EBITDA for each of our reportable segments for 2025, 2024 and 2023:

11 Months Ended 12 Months Ended

The following table sets forth Adjusted EBITDA, reconciled to net income and operating profit, for our consolidated results for 2025, 2024 and 2023:

11 Months Ended 12 Months Ended

* includes fiscal year-end change costs, share-based compensation impact of disposals of businesses and one-time charitable contributions related to Containerboard Divestment