GREIF, INC

NOTE 1 —BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The interim condensed consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission (“SEC”) instructions to Quarterly Reports on Form 10-Q and include all of the information and disclosures required by accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting. The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the interim condensed consolidated financial statements and accompanying notes. Actual amounts could differ from those estimates.

The fiscal year of Greif, Inc. and its subsidiaries (the “Company”) begins on October 1 and end on September 30 of the following year. Any references to years relates to the fiscal year ended in that year, unless otherwise stated.

The information filed herein reflects all normal and recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim condensed consolidated balance sheet as of June 30, 2026 and the condensed consolidated balance sheet as of September 30, 2025, the interim condensed consolidated statements of income, comprehensive income and changes in shareholders’ equity for the three and nine months ended June 30, 2026 and 2025 and the interim condensed consolidated statements of cash flows for the nine months ended June 30, 2026 and 2025 of the Company. The interim condensed consolidated financial statements include the accounts of Greif, Inc., all wholly-owned and consolidated subsidiaries and investments in limited liability companies, partnerships and joint ventures in which it has controlling influence or is the primary beneficiary. Non-majority owned entities include investments in limited liability companies, partnerships and joint ventures in which the Company does not have controlling interest and are accounted for using either the equity or cost method, as appropriate.

The unaudited interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (this “Form 10-Q”) should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Transition Report on Form 10-KT for its fiscal year ended September 30, 2025 (the “2025 Form 10-KT”).

Change in Presentation

Discontinued Operations

On June 30, 2025, the Company entered into a definitive agreement to sell its containerboard business, including the CorrChoice sheet feeder system (the “Containerboard Business”), and the equity interests in the Company’s 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 Divestiture qualifies as discontinued operations because it represents a strategic shift that will have a major impact on the Company’s operations and financial results. As a result, the Containerboard Business is presented as discontinued operations beginning in the third quarter of 2025. See Note 2 to the interim condensed consolidated financial statements for additional disclosures.

The Company has reclassified the financial results of the Containerboard Business to discontinued operations, net of tax, in the Condensed Consolidated Statements of Income for all periods presented. Cash flows from the Company’s discontinued operations are not presented separately in the Condensed Consolidated Statements of Cash Flows for all periods presented. Unless otherwise noted, the discussion in these Notes to the interim condensed consolidated financial statements relates only to continuing operations.

Recast of Certain Prior Period Information

Effective October 1, 2025, the Company changed the name of its Integrated Solutions reportable segment to Innovative Closure Solutions.

The Company is involved in the purchase and sale of recycled fiber and the production and sale of adhesives used in the Company’s paperboard products. Both of these products were previously reported under the Integrated Solutions reportable segment (now the Innovative Closure Solutions reportable segment), and effective October 1, 2025, these products are reported under the Sustainable Fiber Solutions reportable segment. The Company is also involved in the production and sale of complementary packaging products and services such as paints, linings and filling that are related to the Company’s steel products. Both of these products and services were previously reported under the Integrated Solutions reportable segment (now the Innovative Closure Solutions reportable segment), and effective October 1, 2025, these products and services are reported under the Durable Metal Solutions reportable segment. These adjustments position each business within its respective place in the integrated value chain and reinforce a clear emphasis on closure systems within the Innovative Closure Solutions reportable segment. This internal re-alignment has resulted in prior period segment information being recast for the 2025 fiscal year.

Effective October 1, 2025, the Company’s fiscal year was changed to begin on October 1 (rather than November 1), and end on September 30 (rather than October 31) of the following year, and each fiscal quarter end was changed to align with the fiscal year end change with the first fiscal quarter ended December 31, 2025. This fiscal quarter re-alignment has resulted in prior period quarterly information being recast for the 2025 fiscal year. The prior reported fiscal quarters for the 2025 fiscal year ended on January 31, 2025, April 30, 2025, July 31, 2025 and September 30, 2025 (a two-month period).

Newly Adopted Accounting Standards

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which is intended to improve reportable segment disclosure requirements. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this ASU on November 1, 2024. The adoption of this guidance did not have a material impact on the Company's financial position, results of operations, comprehensive income, cash flows or disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Tax Disclosures,” which is intended to improve the effectiveness of income tax disclosures. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The effective date for the Company to adopt this ASU is for the fiscal year beginning October 1, 2025. The Company adopted this ASU on October 1, 2025 and is preparing the required disclosures for the annual report.

Recently Issued Accounting Standards

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which is intended to improve disclosures related to certain of the Company’s income statement expenses. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The effective date for the Company to adopt this ASU is for the fiscal year and interim periods beginning October 1, 2027 and October 1, 2028 respectively. The Company is in the process of determining the potential impact of adopting this guidance on its financial position, results of operations, comprehensive income, cash flow and disclosures.

NOTE 2 —ACQUISITIONS AND DIVESTITURES

Acquisitions

Envaplast Acquisition

The Company acquired Envaplast, S.L. (“Envaplast”) on June 2, 2026 (the “Envaplast Acquisition”). Envaplast is a premium small polymer container business located near Valencia, Spain. The total consideration transferred for the acquisition, net of cash acquired, was $61.7 million, consisting of cash paid at closing, a deferred purchase price, and the fair value of contingent consideration. The contingent consideration relates to an earn-out arrangement and was measured at fair value as of the acquisition date.

The following table summarizes the consideration transferred to acquire Envaplast and the preliminary valuation of identifiable assets acquired and liabilities assumed at the acquisition date:

The Company recognized goodwill related to this acquisition of $27.0 million. The goodwill recognized in this acquisition was attributable to the acquired assembled workforce, expected synergies and economies of scale, none of which qualify for recognition as a separate intangible asset. Envaplast is reported within the Customized Polymer Solutions segment to which the goodwill was assigned. The goodwill is not deductible for tax purposes.

The cost approach was used to determine the fair value for land, building, improvements and equipment. The cost approach measures the value by estimating the cost to acquire, or construct, comparable assets and adjusts for age and condition. The Company assigned to building and improvements a useful life ranging from 1 year to 20 years and equipment a useful life ranging from 1 year to 10 years. Acquired property, plant and equipment are being depreciated over their estimated remaining useful lives on a straight-line basis.

The fair value for acquired customer relationship intangibles was determined as of the acquisition date based on estimates and judgments regarding expectations for the future after-tax cash flows arising from the revenue from customer relationships that existed on the acquisition date over their estimated lives, including the probability of expected future contract renewals and revenue, less a contributory assets charge, all of which is discounted to present value.

Acquired intangible assets are being amortized over the estimated useful lives on a straight-line basis. The following table summarizes thepreliminary purchase price allocation and weighted average estimated remaining useful lives for identifiable intangible assets acquired as of the acquisition date:

The purchase price allocation is preliminary. The Company has not yet finalized the valuation of certain assets acquired and liabilities assumed. Preliminary amounts may be adjusted during the measurement period as additional information becomes available about facts and circumstances that existed as of the acquisition date. The Company expects to finalize the purchase price allocation within one year of the acquisition date.

Pro Forma Results

The following unaudited supplemental pro forma data presents consolidated information as if the Envaplast Acquisition had been completed on October 1, 2024. These amounts were calculated after adjusting Envaplast’s results to reflect interest expense incurred on the debt to finance the acquisition, additional depreciation and amortization that would have been charged assuming the fair value of property, plant and equipment and intangible assets had been applied from October 1, 2024, the adjusted income tax expense, and related transaction costs.

The unaudited supplemental pro forma financial information is based on the Company’s preliminary assignment of purchase price and therefore subject to adjustment upon finalizing the purchase price assignment. The pro forma data should not be considered indicative of the results that would have occurred if the acquisition and related financing had been consummated on the assumed completion dates, nor are they indicative of future results.

Divestitures

Soterra Divestiture

On August 5, 2025, the Company entered into a definitive agreement to sell its Soterra land management assets, consisting primarily of approximately 173,000 acres of timberland (the “Soterra Assets”). The carrying value of $231.4 million was classified as held for sale as of September 30, 2025. The transaction closed on October 1, 2025 for a purchase price of $462.0 million (the “Soterra Divestiture”). Net cash proceeds from the sale were used for debt repayment. The Soterra Divestiture does not qualify as discontinued operations, as it does not represent a strategic shift that has had a major impact on the Company’s operations or financial results. The transaction was accounted for as an asset sale and resulted in a $216.2 million gain on sale of properties, plants and equipment, net.

Containerboard Business Divestiture

Effective as of August 31, 2025, the Company completed the Containerboard Divestiture for a purchase price of $1,804.7 million. The Company incurred transaction costs of $23.4 million to complete this divestment. The net cash proceeds from the sale of the Containerboard Business were for debt repayment. The Containerboard Business was previously reported under the Company’s Sustainable Fiber Solutions segment. The Containerboard Divestiture qualifies as discontinued operations because it represents a strategic shift that will have a major impact on the Company’s operations and financial results.

In accordance with ASC 205-20, Allocation of Interest to Discontinued Operations, the Company elected to allocate interest expense to discontinued operations for the Company’s debt that is not directly attributable to the Containerboard business. Interest expense was allocated based on a ratio of debt repayment expected from sale proceeds to total debt.

The following table presents results of operations of the Containerboard Business from discontinued operations:

For net sales and costs of products sold, which had previously been eliminated in consolidation related to intercompany sales of recycled fiber to the Containerboard Business, $6.6 million and $20.9 million for the three and nine months ended June 30, 2025 are now reflected on a gross basis as a component of net sales and costs of sales from continuing operations for all periods presented.

The following table presents depreciation, amortization, and capital expenditures of the Containerboard Business from discontinued operations:

The Company had no other material noncash operating and investing activities related to the discontinued operations.

NOTE 3 —GOODWILL

As previously discussed, effective October 1, 2025, the Company changed the name of its Integrated Solutions reportable segment to Innovative Closure Solutions.

The Company is involved in the purchase and sale of recycled fiber and the production and sale of adhesives used in the Company’s paperboard products. Both of these products were previously reported under the Integrated Solutions reportable segment (now the Innovative Closure Solutions reportable segment), and effective October 1, 2025, these products are reported under the Sustainable Fiber Solutions reportable segment. The Company is also involved in the production and sale of complementary packaging products and services such as paints, linings and filling that are related to the Company’s steel products. Both of these products and services were previously reported under the Integrated Solutions reportable segment (now the Innovative Closure Solutions reportable segment), and effective October 1, 2025, these products and services are now reported under the Durable Metal Solutions reportable segment. As a result of this segment realignment, the Company allocated goodwill to the recycled business, adhesives business, paints and linings business and filling business that moved between reportable segments on a relative fair value basis as of the first quarter of 2026.

The following table summarizes the changes in the carrying amount of goodwill by segment for the nine months ended June 30, 2026:

NOTE 4 —RESTRUCTURING CHARGES

The following is a reconciliation of the beginning and ending restructuring reserve balances for the nine months ended June 30, 2026:

The focus for restructuring activities in 2026 is to continue optimizing operations to manage a historical period of industrial activity contraction while simultaneously transforming the Company’s internal processes and portfolio mix for optimal alignment to long-term profitable earnings growth.

During the three months ended June 30, 2026, the Company recorded restructuring charges of $5.9 million, as compared to $9.3 million of restructuring charges recorded during the three months ended June 30, 2025. The restructuring activity for the three months ended June 30, 2026 consisted of $4.4 million in employee separation costs and $1.5 million in other restructuring costs, primarily consisting of costs associated with site closures, professional and other fees associated with restructuring activities.

During the nine months ended June 30, 2026, the Company recorded restructuring charges of $24.9 million, as compared to $21.7 million of restructuring charges recorded during the nine months ended June 30, 2025. The restructuring activity for the nine months ended June 30, 2026 consisted of $16.7 million in employee separation costs and $8.2 million in other restructuring costs, primarily consisting of costs associated with site closures, professional and other fees associated with restructuring activities.

The following is a reconciliation of the total amounts expected to be incurred from open restructuring plans or plans that are being formulated and have not been announced as of the filing date of this Form 10-Q. Remaining amounts expected to be incurred were $24.9 million as of June 30, 2026:

NOTE 5 —DEBT

Long-Term Debt

Long-term debt is summarized as follows:

2026 Credit Agreements

On February 27, 2026, the Company and certain of its subsidiaries entered into a third amended and restated senior secured credit agreement with a syndicate of financial institutions and an amended and restated senior secured credit agreement with CoBank, ACB and other farm credit lending institutions (collectively, the “2026 Credit Agreements”). The 2026 Credit Agreements amended, restated and replaced in their entirety the Company's previous credit agreements (collectively, the “2022 and 2023 Credit Agreements”). The Company used the borrowings under the 2026 Credit Agreements to repay and refinance all of the outstanding borrowings under the 2022 and 2023 Credit Agreements, and will use the borrowings thereunder to fund ongoing working capital and capital expenditure needs and for general corporate purposes, including acquisitions, and to pay related fees and expenses.

The 2026 Credit Agreements provide for (a) an $800.0 million secured revolving credit facility, consisting of a $725.0 million multicurrency facility and a $75.0 million U.S. dollar facility, maturing on February 27, 2031, (b) a $100.0 million secured term loan A-1 facility with quarterly principal installments that commenced on June 30, 2026 and continue through December 31, 2030, with any outstanding principal balance of such term loan A-1 facility being due and payable on maturity on February 27, 2031, and (c) a $400.0 million secured term loan A-2 facility with quarterly principal installments that commenced on June 30, 2026 and continue through January 31, 2031, with any outstanding principal balance of such term loan A-2 being due and payable on maturity on February 27, 2031. Subject to the terms of the 2026 Credit Agreements, the Company has an option to borrow additional funds under the 2026 Credit Agreements with the agreement of the lenders.

Interest accruing under the 2026 Credit Agreements is based on the Secured Overnight Financing Rate (“SOFR”), Euro Interbank Offered Rate (“EURIBOR”) or a base rate that resets periodically plus, in each case, a calculated margin amount that is based on the Company’s leverage ratio.

As of June 30, 2026, $703.8 million was outstanding under the 2026 Credit Agreements, of which the current portion was $12.5 million and the long-term portion was $691.3 million. The weighted average interest rate for borrowings under the 2026 Credit Agreements was 4.69% for the nine months ended June 30, 2026. The actual interest rate for borrowings under the 2026 Credit Agreements was 4.88% as of June 30, 2026. The deferred financing costs associated with the term loan portion of the 2026 Credit Agreements totaled $3.9 million as of June 30, 2026 and are recorded as a reduction of long-term debt on the interim condensed consolidated balance sheets. The deferred financing costs associated with the revolving portion of the 2026 Credit Agreements totaled $2.5 million as of June 30, 2026 and are recorded within other long-term assets on the interim condensed consolidated balance sheets.

Short-Term Debt

Short-term debt is summarized as follows:

Accounts Receivable Credit Facilities

Greif Receivables Funding LLC (“Greif Funding”), Greif Packaging, and certain other U.S. subsidiaries of the Company are parties to a U.S. Receivables Financing Facility Agreement (the “U.S. RFA”), which was amended and restated on May 11, 2026, and provides for an accounts receivable financing facility of $200.0 million with a maturity date of May 11, 2027. As of June 30, 2026, $200.0 million ($179.7 million as of September 30, 2025) was outstanding under the U.S. RFA. The weighted average interest rate for borrowings under the U.S. RFA was 4.73% for the nine months ended June 30, 2026.

Greif Funding is a direct subsidiary of Greif Packaging and is included in the Company’s consolidated financial statements. However, because Greif Funding is a separate and distinct legal entity from the Company, the assets of Greif Funding are not available to satisfy the liabilities and obligations of the Company, Greif Packaging or other subsidiaries of the Company, and the liabilities of Greif Funding are not the liabilities or obligations of the Company or its other subsidiaries.

Cooperage Receivables Finance B.V. and Greif Services Belgium BV, an indirect wholly owned subsidiary of Greif, Inc., are parties to an amended and restated Nieuw Amsterdam Receivables Financing Agreement (the “European RFA”) with affiliates of a major international bank with a maturity date of April 20, 2027. The European RFA provides an accounts receivable financing facility of up to €100.0 million ($113.8 million as of June 30, 2026) secured by certain European accounts receivable. As of June 30, 2026, $113.8 million ($95.3 million as of September 30, 2025) was outstanding under the European RFA. The weighted average interest rate for borrowings under the European RFA was 2.98% for the nine months ended June 30, 2026.

NOTE 6 —FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

The following table presents the fair value for those assets and (liabilities) measured on a recurring basis as of June 30, 2026 and September 30, 2025:

The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable, current liabilities and short-term borrowings as of June 30, 2026 and September 30, 2025 approximate their fair values because of the short-term nature of these items and are not included in this table.

Interest Rate Derivatives

As of June 30, 2026, the Company has various interest rate swaps with a total notional amount of $370.0 million ($562.5 million as of September 30, 2025), maturing between March 1, 2027 and July 16, 2029. The Company will receive variable rate interest payments based upon one-month U.S. dollar SOFR, and in return the Company will be obligated to pay interest at a weighted average fixed interest rate of 1.99%. This effectively converted the borrowing rate on an amount of debt equal to the notional amount of the interest rate swaps from a variable rate to a fixed rate.

These derivatives are designated as cash flow hedges for accounting purposes. Accordingly, the gain or loss on these derivative instruments is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings. See Note 11 to the interim condensed consolidated financial statements for additional disclosures of the aggregate gain or loss included within other comprehensive income (loss). The assumptions used in measuring fair value of these interest rate derivatives are considered level 2 inputs, which are based upon observable market rates, including SOFR and interest paid based upon a designated fixed rate over the life of the swap agreements.

Gains reclassified to earnings under these contracts were $1.6 million and $4.6 million for the three months ended June 30, 2026, and 2025, respectively. Gains reclassified to earnings under these contracts were $5.4 million and $15.6 million for the nine months ended June 30, 2026, and 2025, respectively. A derivative gain of $7.4 million, based upon interest rates at June 30, 2026, is expected to be reclassified from accumulated other comprehensive income to earnings in the next twelve months.

Foreign Exchange Hedges

The Company conducts business in various international currencies and is subject to risks associated with changing foreign exchange rates. The Company’s objective is to reduce volatility associated with foreign exchange rate changes. Accordingly, the Company enters into various contracts that change in value as foreign exchange rates change to protect the value of certain existing foreign currency assets and liabilities, commitments and anticipated foreign currency cash flows. As of June 30, 2026, the Company had outstanding foreign currency forward contracts in the notional amount of $93.6 million ($165.0 million as of September 30, 2025).

Adjustments to fair value are recognized in earnings, offsetting the impact of the hedged profits. The assumptions used in measuring fair value of foreign exchange hedges are considered level 2 inputs, which are based on observable market pricing for similar instruments, principally foreign exchange futures contracts.

For the three months ended June 30, 2026, and 2025, the Company recorded realized gains (losses) of $(0.8) million and $1.6 million, respectively, under fair value contracts in other expense, net. For the nine months ended June 30, 2026, and 2025, the Company recorded realized gains (losses) of $(0.7) million and $0.5 million, respectively, under fair value contracts in other expense, net.

For the three months ended June 30, 2026, and 2025, the Company recorded unrealized net losses of $0.2 million and $0.6 million, respectively, in other expense, net. For the nine months ended June 30, 2026, and 2025, the Company recorded unrealized net losses of $0.3 million and $0.8 million, respectively, in other expense, net.

Cross Currency Swap

The Company has operations and investments in various international locations and is subject to risks associated with changing foreign exchange rates. As of June 30, 2026, the Company has cross currency interest rate swaps that synthetically swap $651.3 million ($534.9 million as of September 30, 2025) of U.S. fixed rate debt to Euro denominated fixed rate debt. The Company receives a weighted average rate of 1.56% on these swaps. These agreements are designated as either net investment hedges or cash flow hedges for accounting purposes and will mature between October 5, 2026 and May 29, 2031.

The gain or loss on these net investment hedge derivative instruments is included in the foreign currency translation component of other comprehensive income (loss) until the net investment is sold, diluted, or liquidated. See Note 11 to the interim condensed consolidated financial statements for additional disclosures of the aggregate gain or loss included within other comprehensive income (loss). The gain or loss on the cash flow hedge derivative instruments is included in the unrealized foreign exchange component of other expense, offset by the underlying gain or loss on the underlying cash flows that are being hedged. Interest payments received for the cross currency swap are excluded from the net investment hedge effectiveness assessment and are recorded in interest expense, net on the consolidated statements of income. The assumptions used in measuring fair value of the cross currency swap are considered level 2 inputs, which are based upon the Euro to United States dollar exchange rate market.

For the three months ended June 30, 2026 and 2025, gains recorded in interest expense, net under the cross currency swap agreements were $2.3 million and $2.0 million, respectively. For the nine months ended June 30, 2026 and 2025, gains recorded in interest expense, net under the cross currency swap agreements were $6.7 million and $5.2 million, respectively.

Other Financial Instruments

The fair values of the Company’s 2026 Credit Agreements, the U.S. RFA, and the European RFA do not materially differ from carrying value as the Company’s cost of borrowing is variable and approximates current borrowing rates. The fair values of the Company’s long-term obligations are estimated based on either the quoted market prices for the same or similar issues or the current interest rates offered for the debt of the same remaining maturities, which are considered level 2 inputs in accordance with Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures.”

Non-Recurring Fair Value Measurements

The following table presents quantitative information about the significant unobservable inputs used to determine the fair value of the impairment of long-lived assets held and used and net assets held for sale for the nine months ended June 30, 2026 and 2025:

For the nine months ended June 30, 2026, the Company wrote down long-lived assets with a carrying value of $9.0 million to a fair value of $2.9 million, resulting in recognized asset impairment charges of $6.1 million. These charges include $0.4 million related to properties, plants and equipment, net, in the Customized Polymer Solutions reportable segment, $0.4 million related to properties, plants and equipment, net, in the Durable Metal Solutions reportable segment, $5.2 million related to properties, plants and equipment, net, in the Sustainable Fiber Solutions reportable segment and $0.1 million related to properties, plants and equipment, net in the Innovative Closure Solutions reportable segment.

For the nine months ended June 30, 2025, the Company wrote down long-lived assets with a carrying value of $44.6 million to a fair value of $24.6 million, resulting in recognized asset impairment charges of $20.0 million. These charges include $1.0 million related to properties, plants and equipment, net, in the Customized Polymer Solutions reportable segment, $2.2 million related to properties, plants and equipment, net, in the Durable Metal Solutions reportable segment, $16.4 million related to properties, plants and equipment, net, in the Sustainable Fiber Solutions reportable segment, $0.2 million related to properties, plants and equipment, net in the Innovative Closure Solutions reportable segment and $0.2 million related to definite-lived intangibles in the Innovative Closure Solutions reportable segment. For the nine months ended June 30, 2025, the Company also recognized impairment charges of $4.7 million related to net assets held for sale in the Sustainable Fiber Solutions reportable segment.

The assumptions used in measuring fair value of long-lived assets are considered level 3 inputs, which include bids received from third parties, recent purchase offers, market comparable information, and discounted cash flows based on assumptions that market participants would use.

NOTE 7 –STOCK-BASED COMPENSATION

Long-Term Incentive Plan

The Company granted 131,518 restricted stock units (“RSUs”) on November 3, 2025, for the performance period commencing on October 1, 2025 and ending September 30, 2028. The weighted average fair value of the RSUs granted on that date was $56.75.

During 2026, the Company has issued 55,654 shares of Class A Common Stock, which excludes shares withheld for the payment of taxes owed by recipients for RSUs vested, for the performance period commenced on November 1, 2022 and ended September 30, 2025.

The Company granted 215,586 performance stock units (“PSUs”) on November 3, 2025, for the performance period commencing on October 1, 2025 and ending September 30, 2028. If earned, the PSUs are to be awarded in shares of Class A Common Stock. The weighted average fair value of the PSUs granted on that date was $53.71.

During 2026, the Company has issued 170,210 shares of Class A Common Stock, which excludes shares withheld for the payment of taxes owed by recipients for PSUs vested, for the performance period commenced on November 1, 2022 and ended September 30, 2025.

NOTE 8 —INCOME TAXES

Income tax expense for the quarter and year-to-date was calculated according to ASC 740-270, “Income Taxes - Interim Reporting.” This method uses forecasted annual earnings and other amounts, such as uncertain tax positions and withholding taxes, to estimate annual tax expense. Losses from jurisdictions with a valuation allowance are excluded from the annual estimated tax rate. Each quarter’s income tax expense is based on the year-to-date annual estimated tax rate, adjusted for discrete taxable events during the interim period.

For the nine months ended June 30, 2026 and 2025, income tax expense was $82.7 million and $36.8 million, respectively. The $45.9 million increase was primarily attributable to a one-time discrete tax expense of $49.3 million recognized in the current fiscal year related to the Soterra Divestiture and higher pre-tax earnings. This increase was partially offset by non-recurring discrete tax benefits recognized during the third quarter of fiscal year 2026, primarily related to changes in tax estimates associated with prior periods and the recognition of tax benefits from internal restructuring activities, as well as releases of uncertain tax positions resulting from the completion of a tax audit and the expiration of applicable statutes of limitations in certain jurisdictions.

On July 4, 2025, H.R. 1, commonly known as the One Big Beautiful Bill Act (“OBBBA”), was enacted into law. The OBBBA permanently extends several major provisions of the Tax Cuts and Jobs Act of 2017, including 100% bonus depreciation, domestic research cost expensing, enhanced business interest deductibility, and modifications to the international tax framework. The Company has evaluated the impact of the OBBBA as part of its fiscal year 2026 forecast, and the effects of the legislation are reflected in the Company’s income tax provision for the nine months ended June 30, 2026. The Company will continue to assess the application of the OBBBA and any related regulatory guidance as it becomes available.

NOTE 9 —CONTINGENT LIABILITIES AND ENVIRONMENTAL RESERVES

Environmental Reserves

As of June 30, 2026, and September 30, 2025, the Company’s environmental reserves were $16.8 million and $17.3 million, respectively (including $9.8 million for the Diamond Alkali Superfund Site in New Jersey). These reserves are principally based on environmental studies and cost estimates provided by third parties, but also take into account management estimates. The estimated liabilities are reduced to reflect the anticipated participation of other potentially responsible parties in those instances where it is probable that such parties are legally responsible and financially capable of paying their respective shares of relevant costs. For sites that involve formal actions subject to joint and several liabilities, these actions have formal agreements in place to apportion the liability. It is possible that there could be resolution of uncertainties in the future that would require the Company to record charges that could be material to future earnings.

The Company’s exposure to adverse developments with respect to any individual site is not expected to be material. Although environmental remediation could have a material effect on results of operations if a series of adverse developments occur in a particular quarter or year, the Company believes that the chance of a series of adverse developments occurring in the same quarter or year is remote. Future information and developments will require the Company to continually reassess the expected impact of these environmental matters. The Company is not a party to any pending legal proceedings that are material to its business or interim condensed consolidated financial statements.

NOTE 10 —EARNINGS PER SHARE

The Company hastwo classes of common stock and, as such, applies the “two-class method” of computing earnings per share (“EPS”) as prescribed in ASC 260, “Earnings Per Share.” In accordance with this guidance, earnings are allocated in the same fashion as dividends would be distributed. Under the Company’s certificate of incorporation, any distribution of dividends in any year must be made in proportion ofone cent a share for Class A Common Stock to one and one-half cents a share for Class B Common Stock, which results in a 40% to 60% split to Class A and B shareholders, respectively. In accordance with this, earnings are allocated first to Class A and Class B Common Stock to the extent that dividends are actually paid and the remainder is allocated assuming all of the earnings for the period have been distributed in the form of dividends.

The Company calculates EPS as follows:

*Diluted Class B EPS calculation is identical to Basic Class B calculation

The following table provides EPS information for each period, respectively:

The Class A Common Stock has no voting rights unless four quarterly cumulative dividends upon the Class A Common Stock are in arrears. The Class B Common Stock has full voting rights. There is no cumulative voting for the election of directors.

Common Stock Repurchases

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”).

In the first quarter of 2026, the Company entered intotwo agreements for open market repurchases. One agreement provided 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 provided for the repurchase of shares of Class B Common Stock up to an aggregate amount not to exceed $30.0 million in total repurchases.

For the nine months ended June 30, 2026,1,813,600 shares of Class A Common Stock and 371,449 shares of Class B Common Stock have been repurchased under the 2017 Authorization, which completed the two open market repurchase agreements. As of June 30, 2026, the remaining number of shares that could be repurchased under the 2017 Authorization was 319,787.

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.

The following table summarizes the shares of the Company’s Class A and Class B Common Stock as of the specified dates:

The following is a reconciliation of the shares used to calculate basic and diluted earnings per share:

NOTE 11 —COMPREHENSIVE INCOME (LOSS)

The following table provides the rollforward of accumulated other comprehensive income (loss) for the nine months ended June 30, 2026:

The following table provides the rollforward of accumulated other comprehensive income (loss) for the nine months ended June 30, 2025:

The components of accumulated other comprehensive income (loss) above are presented net of tax, as applicable.

NOTE 12 —BUSINESS SEGMENT INFORMATION

As previously discussed, effective October 1, 2025, the Company changed the name of its Integrated Solutions reportable segment to Innovative Closure Solutions.

The Company is involved in the purchase and sale of recycled fiber and the production and sale of adhesives used in the Company’s paperboard products. Both of these products were previously reported under the Integrated Solutions reportable segment (now the Innovative Closure Solutions reportable segment), and effective October 1, 2025, these products are reported under the Sustainable Fiber Solutions reportable segment. The Company is also involved in the production and sale of complementary packaging products and services such as paints, linings and filling that are related to the Company’s steel products. Both of these products and services were previously reported under the Integrated Solutions reportable segment (now the Innovative Closure Solutions reportable segment), and effective October 1, 2025, these products and services are reported under the Durable Metal Solutions reportable segment. These adjustments position each business within its respective place in the integrated value chain and reinforce a clear emphasis on closure systems within the Innovative Closure Solutions reportable segment.

The Company hasfour operating segments andfour reportable segments: Customized Polymer Solutions; Durable Metal Solutions; Sustainable Fiber Solutions; and Innovative Closure Solutions.

The Company’s reportable business segments offer different products and services. The accounting policies of the reportable business segments are substantially the same as those described in the “Basis of Presentation and Summary of Significant Accounting Policies” note in the 2025 Form 10-KT.

The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer. The CODM reviews financial information presented on material solution-based operating segments for purposes of making operating decisions and assessing financial performance. The primary measurement used by the CODM to measure the financial performance of each segment is operating profit. The CODM uses operating profit for each segment in the strategic planning, budgeting and forecasting process along with reviewing operating profit quarterly for evaluating results relative to employee compensation targets and making decisions about allocating capital and other resources. Intercompany balances were eliminated in consolidation and are not reviewed when evaluating segment performance.

As disclosed above, the Company completed the Containerboard Divestiture in the fourth quarter of 2025. The Containerboard Business was previously reported under the Company’s Sustainable Fiber Solutions segment. The Containerboard Divestiture qualifies as discontinued operations. The Company’s allocation of corporate expenses to each reportable segment was updated to reflect how management measures performance and allocates resources with the Containerboard Business being excluded from continuing operations. The Company has recast data from prior periods to reflect this change to conform to the current year presentation.

The accounting policies of the reportable business segments are substantially the same as those described in the “Basis of Presentation and Summary of Significant Accounting Policies” note in the 2025 Form 10-KT.

The following table presents reportable segment information for the three and nine months ended June 30, 2026:

The following table presents reportable segment information for the three and nine months ended June 30, 2025:

The following table presents additional reportable segment information:

The following table presents total assets by segment and total properties, plants and equipment, net by geographic area: