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GREIF, INC

For the period ended Dec 31, 2025. Filed Jan 30, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Dec 31, 2025 · Filed Jan 30, 2026

GEF$72.97-0.4%Stored close · as of Nov 10, 2026

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Unregistered Sales of Equity Securities and Use of Proceeds

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c.) Purchases of Equity Securities by the Issuer

In 2017, the Board of Directors authorized the Company to repurchase up to 4,000,000 shares of the Company’s Class A Common Stock or Class B Common Stock, or any combination of the foregoing (the “2017 Authorization”).

As announced on November 5, 2025, the Company entered into two agreements, each dated November 11, 2025, for open market repurchases that would nearly complete the repurchase of shares under the 2017 Authorization. One agreement provides for the repurchase of shares of Class A Common Stock up to an aggregate amount not to exceed $120.0 million in total repurchases, and the other agreement provides for the repurchase of shares of Class B Common Stock up to an aggregate amount not to exceed $30.0 million in total repurchases. The agreement for the repurchase of shares of Class B Common Stock was terminated on November 14, 2025. A new agreement for the repurchase of shares of Class B Common Stock was entered into on November 26, 2025. The new agreement is the same as the prior agreement, other than the new agreement provides that the Company will not repurchase shares during limited periods of time each quarter that are expected to correspond to a portion of the Company’s open trading window under its insider trading policy.

On December 9, 2025, the Board of Directors authorized the Company to repurchase shares of Class A Common Stock or Class B Common Stock, or any combination of the foregoing, up to an aggregate amount not to exceed $300.0 million in total purchases (the “2025 Authorization”). Repurchases of shares of Class A Common Stock or Class B Common Stock under the 2025 Authorization will not begin until after the completion of the repurchase of shares of Class A Common Stock or Class B Common Stock, as the case may be, under the 2017 Authorization.

See Note 10 to the Condensed Consolidated Financial Statements included in Item 1 of Part I of this Form 10-Q for additional information regarding this program and the repurchase of shares of Class A and B Common Stock.

During the three months ended December 31, 2025, the Company repurchased the following shares of its Class A and Class B Common Stock:

Period · Total Number of Shares of Class A Common Stock Purchased · Average Price Paid per Share of Class A Common Stock* · Total Number of Shares of Class B Common Stock Purchased · Average Price Paid per Share of Class B Common Stock* · Total Number of Shares Purchased as Part of Publicly Announced Program · Approximate Dollar Value That May Yet be Purchased Under the Program
October 1, 2025 to October 31, 2025—$——$——$—
November 1, 2025 to November 30, 2025561,36161.775,59265.67566,953414,958,037
December 1, 2025 to December 31, 20251,252,23968.14104,49674.511,356,735321,847,267
Total1,813,600110,0881,923,688

*Average price paid per share reflects the weighted average purchase price paid for shares.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.