SEC Form 10-Q filed by Greif Inc.
$GEF
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended December 31, 2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission File Number 001-00566
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: (740 ) 549-6000
Former name, former address and former fiscal year, if changed since last report: Not Applicable
Indicate by check mark whether the registrant (1) has filed all reports required 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||||||||
| Emerging growth company | |||||||||||||||||
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
The number of shares outstanding of each of the issuer’s classes of common stock as of the close of business on January 27, 2026:
| Class A Common Stock | |||||
| Class B Common Stock | |||||
| Item | Page | |||||||
| 1 | ||||||||
| 2 | ||||||||
| 4 | ||||||||
| 1A | ||||||||
| 2 | ||||||||
| 6 | ||||||||
2
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
| Three Months Ended December 31, | |||||||||||
| (in millions, except per share amounts) | 2025 | 2024 | |||||||||
| Net sales | $ | $ | |||||||||
| Cost of products sold | |||||||||||
| Gross profit | |||||||||||
| Selling, general and administrative expenses | |||||||||||
| Acquisition and integration related costs | |||||||||||
| Restructuring and other charges | |||||||||||
| Non-cash asset impairment charges | |||||||||||
| Gain on disposal of properties, plants and equipment, net | ( | ( | |||||||||
| Loss on disposal of businesses, net | |||||||||||
| Operating profit | |||||||||||
| Interest expense, net | |||||||||||
| Non-cash pension settlement charges | |||||||||||
| Other expense, net | |||||||||||
| Income from continuing operations before income tax expense and equity earnings of unconsolidated affiliates, net | |||||||||||
| Income tax expense | |||||||||||
Equity earnings of unconsolidated affiliates, net of tax | ( | ( | |||||||||
| Net income from continuing operations | |||||||||||
| Net (loss) income from discontinued operations, net of tax | ( | ||||||||||
| Net income | |||||||||||
| Net income attributable to noncontrolling interests | ( | ( | |||||||||
| Net income attributable to Greif, Inc. | $ | $ | |||||||||
| Basic earnings per share attributable to Greif, Inc. common shareholders: | |||||||||||
| Class A common stock (continued operations) - basic | $ | $ | |||||||||
| Class A common stock (discontinued operations) - basic | $ | ( | $ | ||||||||
| Earnings per Class A common stock - basic | $ | $ | |||||||||
| Class B common stock (continued operations) - basic | $ | $ | |||||||||
| Class B common stock (discontinued operations) - basic | $ | ( | $ | ||||||||
| Earnings per Class B common stock - basic | $ | $ | |||||||||
Diluted earnings per share attributable to Greif, Inc. common shareholders: | |||||||||||
| Class A common stock (continued operations) - diluted | $ | $ | |||||||||
| Class A common stock (discontinued operations) - diluted | $ | ( | $ | ||||||||
| Earnings per Class A common stock - diluted | $ | $ | |||||||||
| Class B common stock (continued operations) - diluted | $ | $ | |||||||||
| Class B common stock (discontinued operations) - diluted | $ | ( | $ | ||||||||
| Earnings per Class B common stock - diluted | $ | $ | |||||||||
Weighted-average number of Class A common shares outstanding: | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
Weighted-average number of Class B common shares outstanding: | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
| Cash dividends declared per common share: | |||||||||||
| Class A common stock | $ | $ | |||||||||
| Class B common stock | $ | $ | |||||||||
See accompanying Notes to Condensed Consolidated Financial Statements
3
GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
| Three Months Ended December 31, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Net income | $ | $ | |||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||
| Foreign currency translation | ( | ||||||||||
| Derivative financial instruments | ( | ||||||||||
| Minimum pension liabilities | |||||||||||
| Other comprehensive income (loss), net of tax | ( | ||||||||||
| Comprehensive income (loss) | ( | ||||||||||
| Comprehensive income attributable to noncontrolling interests | |||||||||||
| Comprehensive income (loss) attributable to Greif, Inc. | $ | $ | ( | ||||||||
See accompanying Notes to Condensed Consolidated Financial Statements
4
GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| (in millions) | December 31, 2025 | September 30, 2025 | |||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Trade accounts receivable, net of allowance | |||||||||||
| Inventories: | |||||||||||
| Raw materials | |||||||||||
| Finished goods | |||||||||||
| Current assets held for sale | |||||||||||
| Prepaid expenses | |||||||||||
| Other current assets | |||||||||||
| Long-term assets | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net of amortization | |||||||||||
| Deferred tax assets | |||||||||||
| Pension assets | |||||||||||
| Noncurrent assets held for sale | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Finance lease right-of-use assets | |||||||||||
| Other long-term assets | |||||||||||
| Properties, plants and equipment | |||||||||||
| Land | |||||||||||
| Buildings | |||||||||||
| Machinery and equipment | |||||||||||
| Capital projects in progress | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Total assets | $ | $ | |||||||||
See accompanying Notes to Condensed Consolidated Financial Statements
5
GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| (in millions) | December 31, 2025 | September 30, 2025 | |||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued payroll and employee benefits | |||||||||||
| Restructuring reserves | |||||||||||
| Short-term borrowings | |||||||||||
| Current liabilities held for sale | |||||||||||
| Current portion of operating lease liabilities | |||||||||||
| Current portion of finance lease liabilities | |||||||||||
| Dividends payable | |||||||||||
| Other current liabilities | |||||||||||
| Long-term liabilities | |||||||||||
| Long-term debt | |||||||||||
| Operating lease liabilities | |||||||||||
| Finance lease liabilities | |||||||||||
| Deferred tax liabilities | |||||||||||
| Pension liabilities | |||||||||||
| Postretirement benefit obligations | |||||||||||
| Contingent liabilities and environmental reserves | |||||||||||
| Other long-term liabilities | |||||||||||
| Commitments and contingencies (Note 9) | |||||||||||
| Redeemable noncontrolling interests | |||||||||||
| Equity | |||||||||||
| Common stock, without par value | |||||||||||
| Treasury stock, at cost | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss, net of tax: | |||||||||||
| Foreign currency translation | ( | ( | |||||||||
| Derivative financial instruments | |||||||||||
| Minimum pension liabilities | ( | ( | |||||||||
| Total Greif, Inc. shareholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total shareholders’ equity | |||||||||||
| Total liabilities and shareholders’ equity | $ | $ | |||||||||
See accompanying Notes to Condensed Consolidated Financial Statements
6
GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Three Months Ended December 31, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | ||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation, depletion and amortization | |||||||||||
| Non-cash asset impairment charges | |||||||||||
| Non-cash pension settlement charges | |||||||||||
| Gain on disposals of properties, plants and equipment, net | ( | ( | |||||||||
| Loss on disposals of businesses, net | |||||||||||
| Unrealized foreign exchange (gain) loss | ( | ||||||||||
| Deferred income tax benefit | ( | ( | |||||||||
| Non-cash lease expense | |||||||||||
| Other, net | |||||||||||
| Increase (decrease) in cash from changes in certain assets and liabilities, net of impacts from acquisitions: | |||||||||||
| Trade accounts receivable | |||||||||||
| Inventories | ( | ( | |||||||||
| Accounts payable | ( | ( | |||||||||
| Restructuring reserves | ( | ( | |||||||||
| Operating leases | ( | ( | |||||||||
| Pension and post-retirement benefit liabilities | ( | ( | |||||||||
| Other, net | ( | ||||||||||
| Net cash (used in) provided by operating activities | ( | ||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of business, net of cash acquired | ( | ||||||||||
| Purchases of properties, plants and equipment | ( | ( | |||||||||
| Payments for deferred purchase price of acquisitions | ( | ( | |||||||||
| Proceeds from the sale of properties, plants, equipment and other assets | |||||||||||
| Payments for the sale of businesses | ( | ||||||||||
| Proceeds from hedging derivatives | |||||||||||
| Other, net | ( | ||||||||||
| Net cash provided (used in) investing activities | ( | ||||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of long-term debt | |||||||||||
| Payments on long-term debt | ( | ( | |||||||||
| Proceeds (payments) on short-term borrowings, net | ( | ||||||||||
| Proceeds from trade accounts receivable credit facility | |||||||||||
| Payments on trade accounts receivable credit facility | ( | ( | |||||||||
| Dividends paid to Greif, Inc. shareholders | ( | ( | |||||||||
| Dividends paid to noncontrolling interests | ( | ( | |||||||||
| Payments for share repurchases | ( | ||||||||||
| Other, net | ( | ( | |||||||||
| Net cash (used in) provided by financing activities | ( | ||||||||||
| Effects of exchange rates on cash | ( | ||||||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
See accompanying Notes to Condensed Consolidated Financial Statements
7
GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
| Three Months Ended December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Greif, Inc. Equity | Non controlling interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except for shares which are in thousands) | Common Shares | Amount | Treasury Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
| As of September 30, 2025 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation, net of $ | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative financial instruments, net of $ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum pension liability adjustment, net of $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income | . | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Current period mark to redemption value of redeemable noncontrolling interest and other | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income allocated to redeemable noncontrolling interests | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared to Greif, Inc. shareholders ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid to noncontrolling interests and other | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends earned on RSU shares | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Colleague stock purchase plan | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Share repurchases | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Share based compensation | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| As of December 31, 2025 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Greif, Inc. Equity | Non controlling interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except for shares which are in thousands) | Common Shares | Amount | Treasury Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
| As of September 30, 2024 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
Net income | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Derivative financial instruments, net of $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum pension liability adjustment, net of $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income (loss) | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Current period mark to redemption value of redeemable noncontrolling interest | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income allocated to redeemable noncontrolling interests | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared to Greif, Inc. shareholders ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid to noncontrolling interests and other | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends earned on RSU shares | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Colleague stock purchase plan | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Share based compensation | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| As of December 31, 2024 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements
8
GREIF, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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 ends 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 adjustments that are, in the opinion of management, necessary for a fair presentation of the interim condensed consolidated balance sheet as of December 31, 2025 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 months ended December 31, 2025 and 2024 and the interim condensed consolidated statements of cash flows for the three months ended December 31, 2025 and 2024 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 statement 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 complimentary 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
9
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 ends 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.
Recently Issued Accounting Standards
In September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software,” which is intended to modernize the accounting for internal-use software costs. This ASU is effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, 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, 2028. 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.
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.
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 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.
10
NOTE 2 — DIVESTITURES
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 have been used 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:
| Three Months Ended December 31, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Net sales | $ | $ | |||||||||
| Cost of products sold | |||||||||||
| Gross profit | |||||||||||
| Selling, general and administrative expenses | |||||||||||
| Loss on disposal of properties, plants and equipment, net | |||||||||||
| Loss on disposal of businesses, net | |||||||||||
| Operating (loss) profit | ( | ||||||||||
| Interest expense, net | |||||||||||
| (Loss) income from discontinued operations before income tax expense and equity earnings of unconsolidated affiliates, net | ( | ||||||||||
| Income tax (benefit) expense | ( | ||||||||||
| Net (loss) income from discontinued operations | ( | ||||||||||
| Net (loss) income from discontinued operations attributable to Greif, Inc. | $ | ( | $ | ||||||||
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, $7.7
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The following table presents depreciation, amortization, and capital expenditures of the Containerboard Business from discontinued operations:
| Three Months Ended December 31, | |||||
| (in millions) | 2024 | ||||
| Depreciation and amortization | $ | ||||
| Capital expenditures | |||||
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 complimentary 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 three months ended December 31, 2025:
| (in millions) | Customized Polymer Solutions | Durable Metal Solutions | Sustainable Fiber Solutions | Innovative Closure Solutions | Total | ||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Segment recast | ( | ||||||||||||||||||||||||||||
| Currency translation | |||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
NOTE 4 — RESTRUCTURING CHARGES
The following is a reconciliation of the beginning and ending restructuring reserve balances for the three months ended December 31, 2025:
| (in millions) | Employee Separation Costs | Other Costs | Total | ||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ||||||||||||||
| Costs incurred and charged to expense | |||||||||||||||||
| Costs paid or otherwise settled | ( | ( | ( | ||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ||||||||||||||
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 December 31, 2025, the Company recorded restructuring charges of $8.2 million, as compared to $3.3 million of restructuring charges recorded during the three months ended December 31, 2024. The restructuring activity for the three months ended December 31, 2025 consisted of $4.5 million in employee separation costs and $3.7 million in other
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restructuring costs, primarily consisting of costs associated with site closures, professional fees 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 $26.6 million as of December 31, 2025:
| (in millions) | Total Amounts Expected to be Incurred | Amounts Incurred During the Three Months Ended December 31, 2025 | Amounts Remaining to be Incurred | ||||||||||||||
| Customized Polymer Solutions | |||||||||||||||||
| Employee separation costs | $ | $ | $ | ||||||||||||||
| Other restructuring costs | |||||||||||||||||
| Durable Metal Solutions | |||||||||||||||||
| Employee separation costs | $ | ||||||||||||||||
| Other restructuring costs | |||||||||||||||||
| Sustainable Fiber Solutions | |||||||||||||||||
| Employee separation costs | $ | ||||||||||||||||
| Other restructuring costs | |||||||||||||||||
| Innovative Closure Solutions | |||||||||||||||||
| Employee separation costs | |||||||||||||||||
| Other restructuring costs | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
NOTE 5 — DEBT
Long-Term Debt
Long-term debt is summarized as follows:
| (in millions) | December 31, 2025 | September 30, 2025 | |||||||||
| 2022 Credit Agreement - Term Loans | $ | $ | |||||||||
| 2023 Credit Agreement - Term Loan | |||||||||||
| 2022 Credit Agreement - Revolving Credit Facility | |||||||||||
| Less: deferred financing costs | |||||||||||
| Long-term debt, net | $ | $ | |||||||||
Credit Agreements
The Company and certain of its subsidiaries are parties to a senior secured credit agreement (the “2022 Credit Agreement”) with a syndicate of financial institutions.
The 2022 Credit Agreement provides for (a) an $800.0 million secured revolving credit facility, consisting of a $725.0 million multicurrency facility and a $75.0 million U.S. dollar facility, maturing on March 1, 2027, (b) a $1,100.0 million secured term loan A-1 facility with quarterly principal installments that commenced on July 31, 2022 and continue through January 31, 2027, with any outstanding principal balance of such term loan A-1 facility being due and payable on maturity on March 1, 2027, (c) a $515.0 million secured term loan A-2 facility with quarterly principal installments that commenced on July 31, 2022 and continue through January 31, 2027, with any outstanding principal balance of such term loan A-2 being due and payable on
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maturity on March 1, 2027, and (d) as further described below, a $300.0 million incremental secured term loan A-4 facility with quarterly principal installments that commenced on April 30, 2024 and continue through January 31, 2027, with any outstanding principal balance of such term loan A-4 being due and payable on maturity on March 1, 2027. Subject to the terms of the 2022 Credit Agreement, the Company has an option to borrow additional funds under the 2022 Credit Agreement with the agreement of the lenders.
On March 25, 2024, the Company and certain of its subsidiaries entered into an incremental term loan agreement (the “Incremental Term Loan A-4 Agreement”) with a syndicate of financial institutions. The Incremental Term Loan A-4 Agreement is an amendment to the 2022 Credit Agreement. The Incremental Term Loan A-4 Agreement provided for a loan in the aggregate principal amount of $300.0 million that was made available in a single draw on March 25, 2024 (the “Incremental Term Loan A-4”). Amounts repaid or prepaid in respect of the Incremental Term Loan A-4 may not be reborrowed. The Incremental Term Loan A-4 amortizes at 2.50 % per annum in equal quarterly principal installments, with the remaining outstanding principal balance due on March 1, 2027. The terms and provisions of the Incremental Term Loan A-4 are identical in all material respects to the terms and provisions of the other term loans made under the 2022 Credit Agreement. The Company’s obligations with respect to the Incremental Term Loan A-4 are secured and guaranteed with the other obligations under the 2022 Credit Agreement on a pari passu basis. The Company used the proceeds from the Incremental Term Loan A-4 to repay funds drawn on the revolving credit facility under the 2022 Credit Agreement for the purchase of Ipackchem on March 26, 2024.
Interest accruing under the 2022 Credit Agreement is based on Secured Overnight Financing Rate (“SOFR”) plus a credit spread adjustment or a base rate that resets periodically plus, in each case, a calculated margin amount that is based on the Company’s leverage ratio.
On May 17, 2023, the Company and Greif Packaging LLC, a direct wholly owned subsidiary of Greif, Inc. (“Greif Packaging”), entered into a $300.0 million senior secured credit agreement (the “2023 Credit Agreement” and, together with the 2022 Credit Agreement, the “2022 and 2023 Credit Agreements”) with a syndicate of financial institutions, of which CoBank, ACB (“CoBank”) acted as a lender and as the lead administrative agent. The 2023 Credit Agreement is permitted incremental equivalent debt under the terms of the 2022 Credit Agreement. The 2023 Credit Agreement provides for a $300.0 million secured term loan facility on a pari passu basis with the 2022 Credit Agreement, with quarterly principal installments that commenced on July 31, 2023 and will continue through January 31, 2028, with any outstanding principal balance of such term loan being due and payable on maturity on May 17, 2028. The Company used the borrowings under the 2023 Credit Agreement to repay and refinance a portion of the outstanding borrowings under the 2022 Credit Agreement.
Interest accruing under the 2023 Credit Agreement is based on SOFR plus a credit spread adjustment or a base rate that resets periodically plus, in each case, a calculated margin amount that is based on the Company’s leverage ratio.
As of December 31, 2025, $659.0 million was outstanding under the 2022 and 2023 Credit Agreements, which was all classified as long-term. The weighted average interest rate for borrowings under the 2022 and 2023 Credit Agreements was 5.25 % for the three months ended December 31, 2025. The actual interest rate for borrowings under the 2022 and 2023 Credit Agreements was 4.94 % as of December 31, 2025. The deferred financing costs associated with the term loan portion of the 2022 and 2023 Credit Agreements totaled $3.9 million as of December 31, 2025 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 2022 Credit Agreement totaled $1.2 million as of December 31, 2025 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:
| (in millions) | December 31, 2025 | September 30, 2025 | |||||||||
| U.S. accounts receivable credit facilities | |||||||||||
| European accounts receivable credit facilities | |||||||||||
| Other debt | |||||||||||
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Accounts Receivable Credit Facilities
Greif Receivables Funding LLC (“Greif Funding”), Greif Packaging, and certain other U.S. subsidiaries of the Company are parties to an amended and restated U.S. Receivables Financing Facility Agreement (the “U.S. RFA”) with a maturity date of May 15, 2026. The U.S. RFA provides an accounts receivable financing facility of $200.0 million. As of December 31, 2025, there was a $174.4 million ($179.7 million as of September 30, 2025) outstanding under the U.S. RFA. The weighted average interest rate for borrowings under the U.S. RFA was 5.00 % for the three months ended December 31, 2025.
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.
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 December 31, 2025 and September 30, 2025:
| December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Assets | Liabilities | ||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||||||||||||||
| Interest rate derivatives | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Foreign exchange hedges | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Insurance annuity | |||||||||||||||||||||||||||||||||||||||||||||||
| Cross currency swap | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Assets | Liabilities | ||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||||||||||||||
| Interest rate derivatives | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Foreign exchange hedges | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Insurance annuity | |||||||||||||||||||||||||||||||||||||||||||||||
| Cross currency swap | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable, current liabilities and short-term borrowings as of December 31, 2025 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 December 31, 2025, the Company has various interest rate swaps with a total notional amount of $275.0 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 1.16 %. 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
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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 $2.0 million and $6.2 million for the three months ended December 31, 2025, and 2024, respectively. A derivative gain of $7.5 million, based upon interest rates at December 31, 2025, 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 December 31, 2025, and September 30, 2025, the Company had outstanding foreign currency forward contracts in the notional amount of $118.2 million and $165.0 million, respectively.
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 December 31, 2025, and 2024, the Company recorded realized gains (losses) of $0.3 million and $(1.9 ) million, respectively, under fair value contracts in other expense, net.
For the three months ended December 31, 2025, and 2024, the Company recorded unrealized net (losses) gains of $(0.8 ) million and $0.1 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 December 31, 2025 and September 30, 2025, the Company has various cross currency interest rate swaps that synthetically swap $534.9 1.64 % 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 November 3, 2028.
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 December 31, 2025 and 2024, gains recorded in interest expense, net under the cross currency swap agreements were $2.2 million and $1.5 million, respectively.
Other Financial Instruments
The fair values of the Company’s 2022 Credit Agreement, the 2023 Credit Agreement, 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.”
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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 three months ended December 31, 2025 and 2024:
| Quantitative Information about Level 3 Fair Value Measurements | |||||||||||||||||||||||
| (in millions) | Impairment Amount | Valuation Technique | Unobservable Input | Range of Input Values | |||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Long Lived Assets | $ | Discounted Cash Flows; Indicative Bids | Discounted Cash Flows; Indicative Bids | N/A | |||||||||||||||||||
| Total | $ | ||||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| Long Lived Assets | $ | Discounted Cash Flows; Indicative Bids | Discounted Cash Flows; Indicative Bids | N/A | |||||||||||||||||||
| Total | $ | ||||||||||||||||||||||
For three months ended December 31, 2025, the Company wrote down long-lived assets with a carrying value of $0.7 million to a fair value of $0.5 million, resulting in recognized asset impairment charges of $0.2 million. These charges include $0.2 million related to properties, plants and equipment, net, in the Sustainable Fiber Solutions reportable segment.
For three months ended December 31, 2024, the Company wrote down long-lived assets with a carrying value of $0.3 million to a fair value of $0.0 million , resulting in recognized asset impairment charges of $0.3 million. These charges include $0.3 million related to properties, plants and equipment, net, in the Customized Polymer 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 .
Subsequent to December 31, 2025, the Company 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 .
Subsequent to December 31, 2025, the Company 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
17
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 three months ended December 31, 2025 and 2024, income tax expense was $58.9 million and $6.8 million, respectively. The $52.1 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.
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 first quarter of 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 December 31, 2025, and September 30, 2025, the Company’s environmental reserves were $17.0 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 has two 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 of one 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.
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The Company calculates EPS as follows:
| Basic Class A EPS | = | 40% * Average Class A Shares Outstanding | * | Undistributed Net Income | + | Class A Dividends Per Share | ||||||||||||||
| 40% * Average Class A Shares Outstanding + 60% * Average Class B Shares Outstanding | Average Class A Shares Outstanding | |||||||||||||||||||
| Diluted Class A EPS | = | 40% * Average Class A Shares Outstanding | * | Undistributed Net Income | + | Class A Dividends Per Share | ||||||||||||||
| 40% * Average Class A Shares Outstanding + 60% * Average Class B Shares Outstanding | Average Diluted Class A Shares Outstanding | |||||||||||||||||||
| Basic Class B EPS | = | 60% * Average Class B Shares Outstanding | * | Undistributed Net Income | + | Class B Dividends Per Share | ||||||||||||||
| 40% * Average Class A Shares Outstanding + 60% * Average Class B Shares Outstanding | Average Class B Shares Outstanding | |||||||||||||||||||
*Diluted Class B EPS calculation is identical to Basic Class B calculation
The following table provides EPS information for each period, respectively:
| Three Months Ended December 31, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Numerator for basic and diluted EPS | |||||||||||
| Net income from continuing operations attributable to Greif, Inc. | $ | $ | |||||||||
| Net (loss) income from discontinued operations attributable to Greif, Inc. | ( | ||||||||||
| Net income attributable to Greif, Inc. | |||||||||||
| Dividends declared | ( | ( | |||||||||
| Undistributed earnings attributable to Greif, Inc. | $ | $ | ( | ||||||||
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 into two agreements 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.
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.
For the three months ended December 31, 2025, 1,813,600 shares of Class A Common Stock and 110,088 of Class B Common Stock have been repurchased under the 2017 Authorization. As of December 31, 2025, the remaining number of shares that could be repurchased under the 2017 Authorization was 581,148 shares.
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The following table summarizes the shares of the Company’s Class A and Class B Common Stock as of the specified dates:
| Authorized Shares | Issued Shares | Outstanding Shares | Treasury Shares | ||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Class A Common Stock | |||||||||||||||||||||||
| Class B Common Stock | |||||||||||||||||||||||
| September 30, 2025 | |||||||||||||||||||||||
| Class A Common Stock | |||||||||||||||||||||||
| Class B Common Stock | |||||||||||||||||||||||
The following is a reconciliation of the shares used to calculate basic and diluted earnings per share:
| Three Months Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Class A Common Stock: | |||||||||||
| Basic shares | |||||||||||
| Assumed conversion of restricted shares | |||||||||||
| Diluted shares | |||||||||||
| Class B Common Stock: | |||||||||||
| Basic and diluted shares | |||||||||||
NOTE 11 — COMPREHENSIVE INCOME (LOSS)
The following table provides the rollforward of accumulated other comprehensive income (loss) for the three months ended December 31, 2025:
| (in millions) | Foreign Currency Translation | Derivative Financial Instruments | Minimum Pension Liability Adjustment | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||
| Balance as of September 30, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
The following table provides the rollforward of accumulated other comprehensive income (loss) for the three months ended December 31, 2024:
| (in millions) | Foreign Currency Translation | Derivative Financial Instruments | Minimum Pension Liability Adjustment | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||
| Balance as of September 30, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Balance as of December 31, 2024 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
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.
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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 complimentary 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 has four operating segments and four 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 Company’s 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 months ended December 31, 2025:
| Three Months Ended December 31, 2025 | |||||||||||||||||||||||||||||
| (in millions) | Customized Polymer Solutions | Durable Metal Solutions | Sustainable Fiber Solutions | Innovative Closure Solutions | Consolidated | ||||||||||||||||||||||||
| Net sales by geographic area: | |||||||||||||||||||||||||||||
| United States* | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Europe, Middle East and Africa | |||||||||||||||||||||||||||||
| Asia Pacific and Other Americas | |||||||||||||||||||||||||||||
| Net sales | |||||||||||||||||||||||||||||
| Costs of products sold | |||||||||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||||||||
| Acquisition and integration related costs | |||||||||||||||||||||||||||||
| Restructuring and other charges | |||||||||||||||||||||||||||||
| Non-cash asset impairment charges | |||||||||||||||||||||||||||||
| Gain on disposal of properties, plants and equipment, net | ( | ( | ( | ||||||||||||||||||||||||||
| Loss on disposal of businesses, net | |||||||||||||||||||||||||||||
| Operating profit | |||||||||||||||||||||||||||||
* The United States is the only country material to present individually. All other countries have been aggregated into regions. | |||||||||||||||||||||||||||||
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The following table presents reportable segment information for the three months ended December 31, 2024:
| Three Months Ended December 31, 2024 | |||||||||||||||||||||||||||||
| (in millions) | Customized Polymer Solutions | Durable Metal Solutions | Sustainable Fiber Solutions | Innovative Closure Solutions | Consolidated | ||||||||||||||||||||||||
| Net sales by geographic area: | |||||||||||||||||||||||||||||
| United States* | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Europe, Middle East and Africa | |||||||||||||||||||||||||||||
| Asia Pacific and Other Americas | |||||||||||||||||||||||||||||
| Net sales | |||||||||||||||||||||||||||||
| Costs of products sold | |||||||||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||||||||
| Acquisition and integration related costs | |||||||||||||||||||||||||||||
| Restructuring and other charges | |||||||||||||||||||||||||||||
| Non-cash asset impairment charges | |||||||||||||||||||||||||||||
| Loss (gain) on disposal of properties, plants and equipment, net | ( | ( | |||||||||||||||||||||||||||
| Loss on disposal of businesses, net | |||||||||||||||||||||||||||||
| Operating profit | |||||||||||||||||||||||||||||
* The United States is the only country material to present individually. All other countries have been aggregated into regions. | |||||||||||||||||||||||||||||
The following table presents additional reportable segment information:
| Three Months Ended December 31, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Depreciation, depletion and amortization expense: | |||||||||||
| Customized Polymer Solutions | $ | $ | |||||||||
| Durable Metal Solutions | |||||||||||
| Sustainable Fiber Solutions | |||||||||||
| Innovative Closure Solutions | |||||||||||
| Total depreciation, depletion and amortization expense | $ | $ | |||||||||
| Capital expenditures: | |||||||||||
| Customized Polymer Solutions | $ | $ | |||||||||
| Durable Metal Solutions | |||||||||||
| Sustainable Fiber Solutions | |||||||||||
| Innovative Closure Solutions | |||||||||||
| Total segments | |||||||||||
| Corporate and other | |||||||||||
| Total capital expenditures | $ | $ | |||||||||
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The following table presents total assets by segment and total properties, plants and equipment, net by geographic area:
| (in millions) | December 31, 2025 | September 30, 2025 | |||||||||
| Assets: | |||||||||||
| Customized Polymer Solutions | $ | $ | |||||||||
| Durable Metal Solutions | |||||||||||
| Sustainable Fiber Solutions | |||||||||||
| Innovative Closure Solutions | |||||||||||
| Total segments | |||||||||||
| Corporate and other* | |||||||||||
| Total assets | $ | $ | |||||||||
*Corporate and other assets held at corporate level or used by corporate functions that are not directly attributable to reportable segments. | |||||||||||
| Property, plant and equipment, net and lease right-of-use assets: | |||||||||||
| United States* | $ | $ | |||||||||
| Europe, Middle East and Africa | |||||||||||
| Asia Pacific and other Americas | |||||||||||
| Total long-lived assets, net | $ | $ | |||||||||
| *The United States is the only country material to present individually. All other countries have been aggregated into regions. | |||||||||||
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The terms “Greif,” “our Company,” “we,” “us” and “our” as used in this discussion refer to Greif, Inc. and its subsidiaries. Our fiscal year begins on October 1 and ends on September 30 of the following year. Any references in unaudited interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (this “Form 10-Q”) to the years relates to the fiscal year ended in that year, unless otherwise stated. Our 2025 fiscal year began on November 1, 2024 and ended on September 30, 2025 (11-month period). Effective October 1, 2025, our fiscal year was changed to the 12-month period described above. Each fiscal quarter end was changed to align with the fiscal year end change, with the first fiscal quarter ended December 31, 2025.
The discussion and analysis presented below relates to the material changes in financial condition and results of operations for the interim condensed consolidated balance sheet as of December 31, 2025 and the condensed consolidated balance sheet as of September 30, 2025, and for the interim condensed consolidated statements of income for the three months ended December 31, 2025 and 2024. This discussion and analysis should be read in conjunction with the interim condensed consolidated financial statements that appear elsewhere in this Form 10-Q and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Transition Report on Form 10-KT for the fiscal year ended September 30, 2025 (the “2025 Form 10-KT”). Readers are encouraged to review the entire 2025 Form 10-KT, as it includes information regarding Greif not discussed in this Form 10-Q. This information will assist in your understanding of the discussion of our current period financial results.
All statements, other than statements of historical facts, included in this Form 10-Q, including without limitation, statements regarding our future financial position, business strategy, budgets, projected costs, goals, trends, and plans and objectives of management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and 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-Q are based on assumptions, expectations, and other information currently available to management. 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 our actual results to differ materially from those forecasted, projected or anticipated, whether expressed in or implied by the statements. Such risks and uncertainties that might cause a difference include, but are not limited to, the following: (i) historically, our business has been sensitive to changes in general economic or business conditions, (ii) our global operations subject us to political risks, instability and currency exchange that could adversely affect our results of operations, (iii) 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, (iv) the continuing consolidation of our customer base and suppliers may intensify pricing pressure, (v) we operate in highly competitive industries, (vi) our business is sensitive to changes in industry demands and customer preferences, (vii) raw material shortages, price fluctuations, global supply chain disruptions and high inflation may adversely impact our results of operations, (viii) energy and transportation price fluctuations and shortages may adversely impact our manufacturing operations and costs, (ix) we may encounter difficulties or liabilities arising from acquisitions or divestitures, (x) we may incur additional rationalization costs and product dispositions and there is no guarantee that our efforts to reduce costs will be successful, (xi) several operations are conducted by joint ventures that we cannot operate solely for our benefit, (xii) certain of the agreements that govern our joint ventures provide our partners with put or call options, (xiii) our ability to attract, develop and retain talented and qualified employees, managers and executives is critical to our success, (xiv) our business may be adversely impacted by work stoppages and other labor relations matters, (xv) we may be subject to losses that might not be covered in whole or in part by existing insurance reserves or insurance coverage and general insurance premium and deductible increases, (xvi) our business depends on the uninterrupted operations of our facilities, systems and business functions, including our information technology and other business systems, (xvii) a cyber-attack, security breach of customer, employee, supplier or our information and data privacy risks and costs of compliance with new regulations may have a material adverse effect on our business, financial condition, results of operations and cash flows, (xviii) we have in the past been and in the future could be subject to changes in our tax rates, the adoption of new U.S. or foreign tax legislation or exposure to additional tax liabilities, (xix) we have a significant amount of goodwill and long-lived assets which, if impaired in the future, would adversely impact our results of operations, (xx) changing climate, global climate change regulations and greenhouse gas effects may adversely affect our operations and financial performance, (xxi) we may be
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unable to achieve our greenhouse gas emission reduction target by 2030, (xxii) legislation/regulation related to environmental and health and safety matters could negatively impact our operations and financial performance, (xxiii) product liability claims and other legal proceedings could adversely affect our operations and financial performance, and (xxiv) we may incur fines or penalties, damage to our reputation or other adverse consequences if our employees, agents or business partners violate, or are alleged to have violated, anti-bribery, competition or other laws.
Forward looking statements are subject to risks and uncertainties that could cause our actual results to differ materially from those forecasted or anticipated, whether expressed in or implied by the statements. For a detailed discussion of the most significant risks and uncertainties that could cause our actual results to differ materially from those forecasted, projected, or anticipated, see “Risk Factors” in Part I, Item 1A of our 2025 Form 10-KT and our other filings with the United States Securities and Exchange Commission (“SEC”).
All forward-looking statements made in this Form 10-Q 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.
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 $1804.7 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 assets, consisting primarily of approximately 173,000 acres of timberland (the “Soterra Assets”), for a purchase price of $462.0 million. The transaction was completed as of October 1, 2025 (the “Soterra Divestiture”). The Soterra Assets was reported under the Sustainable Fiber Solutions segment. The Soterra Divestiture does not qualify as discontinued operations.
BUSINESS SEGMENTS
As previously discussed, effective October 1, 2025, we changed the name of our Integrated Solutions reportable segment to Innovative Closure Solutions.
We are involved in the purchase and sale of recycled fiber and the production and sale of adhesives used in our 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. We are also involved in the production and sale of complimentary packaging products and services such as paints, linings and filling that are related to our 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.
We operate in four reportable business segments: Customized Polymer Solutions; Durable Metal Solutions; Sustainable Fiber Solutions; and Innovative Closure 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. We also produce and sell complimentary packaging products, such as paints and linings for industrial packaging products and related services. 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.
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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 containerboard, 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 is involved in the purchase and sale of recycled fiber and the production and sale of adhesives used in our paperboard products.
In the Innovative Closure Solutions reportable segment, we produce and sell closure systems for industrial packaging products and related services. These products and services are used internally by us and are also sold to external customers.
CRITICAL ACCOUNTING POLICIES
The discussion and analysis of our financial condition and results of operations are based upon our interim condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these interim condensed consolidated financial statements, in accordance with these principles, requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities as of the date of our interim condensed consolidated financial statements.
Our critical accounting policies are discussed in Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of the 2025 Form 10-KT. We believe that the consistent application of these policies enables us to provide readers of the interim condensed consolidated financial statements with useful and reliable information about our results of operations and financial condition. There have been no material changes to our critical accounting policies from the disclosures contained in the 2025 Form 10-KT.
Recently Issued and Newly Adopted Accounting Standards
See Note 1 to the interim condensed consolidated financial statements included in Item 1 of this Form 10-Q for a detailed description of recently issued and newly adopted accounting standards.
RESULTS OF OPERATIONS
The following comparative information is presented for the three months ended December 31, 2025 and 2024. Historical revenues and earnings may or may not be representative of future operating results as a result of various economic and other factors.
Items that could have a significant impact on the financial statements include the risks and uncertainties listed in Part I, Item 1A — Risk Factors, of the 2025 Form 10-KT. Actual results could differ materially using different estimates and assumptions, or if conditions are significantly different in the future.
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 other (income) expense, net, plus income tax (benefit) expense, 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 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 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 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.
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First Quarter Results
The following table sets forth the net sales, operating profit and Adjusted EBITDA for each of our business segments for the three months ended December 31, 2025 and 2024:
| Three Months Ended December 31, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Net sales: | |||||||||||
| Customized Polymer Solutions | $ | 305.1 | $ | 294.4 | |||||||
| Durable Metal Solutions | 354.8 | 355.9 | |||||||||
| Sustainable Fiber Solutions | 311.9 | 344.0 | |||||||||
| Innovative Closure Solutions | 23.0 | 22.4 | |||||||||
| Total net sales | $ | 994.8 | $ | 1,016.7 | |||||||
| Operating profit: | |||||||||||
| Customized Polymer Solutions | $ | 2.5 | $ | 1.1 | |||||||
| Durable Metal Solutions | 32.9 | 30.5 | |||||||||
| Sustainable Fiber Solutions | 218.5 | 1.1 | |||||||||
| Innovative Closure Solutions | 2.7 | 1.4 | |||||||||
| Total operating profit | $ | 256.6 | $ | 34.1 | |||||||
| Adjusted EBITDA: | |||||||||||
| Customized Polymer Solutions | $ | 35.5 | $ | 28.5 | |||||||
| Durable Metal Solutions | 45.8 | 36.8 | |||||||||
| Sustainable Fiber Solutions | 36.6 | 29.5 | |||||||||
| Innovative Closure Solutions | 4.6 | 4.0 | |||||||||
| Total Adjusted EBITDA | $ | 122.5 | $ | 98.8 | |||||||
The following table sets forth Adjusted EBITDA, reconciled to net income and operating profit, for our consolidated results for the three months ended December 31, 2025 and 2024:
| Three Months Ended December 31, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Net income | $ | 182.9 | $ | 11.3 | |||||||
| Plus: interest expense, net | 9.7 | 15.9 | |||||||||
| Plus: non-cash pension settlement charges | 0.9 | — | |||||||||
| Plus: other expense, net | 4.4 | 0.9 | |||||||||
| Plus: income tax expense | 58.9 | 6.8 | |||||||||
| Plus: equity earnings of unconsolidated affiliates, net of tax | (0.2) | (0.8) | |||||||||
| Operating profit | 256.6 | 34.1 | |||||||||
| Less: equity earnings of unconsolidated affiliates, net of tax | (0.2) | (0.8) | |||||||||
| Plus: depreciation, depletion and amortization expense | 60.3 | 58.5 | |||||||||
| Plus: acquisition and integration related costs | 0.7 | 2.8 | |||||||||
| Plus: restructuring and other charges | 14.2 | 3.3 | |||||||||
| Plus: non-cash asset impairment charges | 0.2 | 0.3 | |||||||||
| Plus: gain on disposal of properties, plants and equipment, net | (215.7) | (2.4) | |||||||||
| Plus: loss on disposal of businesses, net | 0.5 | 1.1 | |||||||||
| Plus: other costs* | 5.5 | 0.3 | |||||||||
| Adjusted EBITDA | $ | 122.5 | $ | 98.8 | |||||||
| *includes fiscal year-end change costs and share-based compensation impact of disposals of businesses | |||||||||||
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The following table sets forth Adjusted EBITDA for our business segments, reconciled to the operating profit for each segment, for the three months ended December 31, 2025 and 2024:
| Three Months Ended December 31, 2025 | |||||||||||||||||||||||||||||
| (in millions) | Customized Polymer Solutions | Durable Metal Solutions | Sustainable Fiber Solutions | Innovative Closure Solutions | Consolidated | ||||||||||||||||||||||||
| Operating profit | $ | 2.5 | $ | 32.9 | $ | 218.5 | $ | 2.7 | $ | 256.6 | |||||||||||||||||||
| Less: equity earnings of unconsolidated affiliates, net of tax | — | — | — | (0.2) | (0.2) | ||||||||||||||||||||||||
| Plus: depreciation and amortization expense | 27.9 | 7.6 | 23.4 | 1.4 | 60.3 | ||||||||||||||||||||||||
| Plus: acquisition and integration related costs | 0.7 | — | — | — | 0.7 | ||||||||||||||||||||||||
| Plus: restructuring and other charges | 2.3 | 3.8 | 8.0 | 0.1 | 14.2 | ||||||||||||||||||||||||
| Plus: non-cash asset impairment charges | — | — | 0.2 | — | 0.2 | ||||||||||||||||||||||||
| Plus: gain on disposal of properties, plants and equipment, net | — | (0.1) | (215.6) | — | (215.7) | ||||||||||||||||||||||||
| Plus: loss on disposal of businesses, net | 0.5 | — | — | — | 0.5 | ||||||||||||||||||||||||
| Plus: other costs* | 1.6 | 1.6 | 2.1 | 0.2 | 5.5 | ||||||||||||||||||||||||
| Adjusted EBITDA | $ | 35.5 | $ | 45.8 | $ | 36.6 | $ | 4.6 | $ | 122.5 | |||||||||||||||||||
| Three Months Ended December 31, 2024 | |||||||||||||||||||||||||||||
| (in millions) | Customized Polymer Solutions | Durable Metal Solutions | Sustainable Fiber Solutions | Innovative Closure Solutions | Consolidated | ||||||||||||||||||||||||
| Operating profit | $ | 1.1 | $ | 30.5 | $ | 1.1 | $ | 1.4 | $ | 34.1 | |||||||||||||||||||
| Less: equity earnings of unconsolidated affiliates, net of tax | — | — | — | (0.8) | (0.8) | ||||||||||||||||||||||||
| Plus: depreciation and amortization expense | 23.0 | 7.2 | 26.6 | 1.7 | 58.5 | ||||||||||||||||||||||||
| Plus: acquisition and integration related costs | 2.8 | — | — | — | 2.8 | ||||||||||||||||||||||||
| Plus: restructuring and other charges | 1.1 | 0.7 | 1.4 | 0.1 | 3.3 | ||||||||||||||||||||||||
| Plus: non-cash asset impairment charges | 0.3 | — | — | — | 0.3 | ||||||||||||||||||||||||
| Plus: loss (gain) on disposal of properties, plants and equipment, net | 0.1 | (2.8) | 0.3 | — | (2.4) | ||||||||||||||||||||||||
| Plus: loss on disposal of businesses, net | — | 1.1 | — | — | 1.1 | ||||||||||||||||||||||||
| Plus: other costs* | 0.1 | 0.1 | 0.1 | — | 0.3 | ||||||||||||||||||||||||
| Adjusted EBITDA | $ | 28.5 | $ | 36.8 | $ | 29.5 | $ | 4.0 | $ | 98.8 | |||||||||||||||||||
| *includes fiscal year-end change costs and share-based compensation impact of disposals of businesses | |||||||||||||||||||||||||||||
Net Sales
Net sales were $994.8 million for the first quarter of 2026 compared with $1,016.7 million for the first quarter of 2025. The $21.9 million decrease was primarily due to $48.2 million attributable to lower volumes, partially offset by $37.2 million positive foreign currency translation impacts The remaining variance is attributed to the Soterra Divestiture. See the “Segment Review” below for additional information on net sales by segment.
Gross Profit
Gross profit was $202.6 million for the first quarter of 2026 compared with $199.4 million for the first quarter of 2025. The $3.2 million increase was primarily due to lower raw material costs, partially offset by the same factors that impacted net sales. See the “Segment Review” below for additional information on gross profit by segment. Gross profit margin was 20.4 percent and 19.6 percent for the first quarter of 2026 and 2025, respectively.
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Selling, General and Administrative Expenses
Selling, general and administrative (“SG&A”) expenses were $146.1 million for the first quarter of 2026 compared with $160.2 million for the first quarter of 2025. The $14.1 million decrease was primarily due to lower compensation expenses and professional fees. SG&A expenses were 14.7 percent and 15.8 percent of net sales for the first quarter of 2026 and 2025, respectively.
Financial Measures
Operating profit was $256.6 million for the first quarter of 2026 compared with $34.1 million for the first quarter of 2025. Net income was $182.9 million for the first quarter of 2026 compared with $11.3 million for the first quarter of 2025. The increase of net income was primarily due to the Soterra Divestiture during the first quarter of 2026. Adjusted EBITDA was $122.5 million for the first quarter of 2026 compared with $98.8 million for the first quarter of 2025. The reasons for the changes in operating profit, net income, and Adjusted EBITDA for each segment are described below in the “Segment Review.”
Trends
We continue to see softness in the industrial economy and have not identified any compelling customer demand inflection during the remainder of the year, although we do expect slightly higher demand for small plastics due to the seasonality of the businesses of our end use customers. We expect prices for steel and resin to be relatively stable for the remainder of the year, apart from any potential tariff impact. We also expect prices for old corrugated containers and other direct materials, as well as prices for transportation, labor and utilities, to remain relatively stable through the remainder of the year.
Segment Review
Key factors influencing profitability for our segments include:
•Selling prices, product mix, customer demand, and sales volumes;
•Raw material costs, primarily steel, resin, old corrugated containers and used industrial packaging for reconditioning;
•Energy and transportation costs;
•Benefits from executing the Greif Business System 2.0;
•Restructuring charges;
•Acquisition and integration of businesses and facilities;
•Divestiture of businesses and facilities; and
•Impact of foreign currency translation.
As a result of the Containerboard Divestiture, the Containerboard Business, which was previously reported under the Sustainable Fiber Solutions segment, is presented as discontinued operations. Our allocation of corporate expenses to each continued reportable segment was updated to reflect how management measures performance and allocates resources with the Containerboard Business being excluded from continuing operations.
Customized Polymer Solutions
Our Customized Polymer Solutions segment produces and sells a comprehensive line of polymer based packaging products, such as plastic drums, rigid intermediate bulk containers and small plastics.
Net sales were $305.1 million for the first quarter of 2026 compared with $294.4 million for the first quarter of 2025. The $10.7 million increase was primarily due to $13.3 million positive foreign currency translation impacts, partially offset by lower volumes.
Gross profit was $57.8 million for the first quarter of 2026 compared with $58.6 million for the first quarter of 2025. The $0.8 million decrease was primarily due to higher manufacturing costs and higher depreciation expense, partially offset by the same factors that impacted net sales. Gross profit margin was 18.9 percent and 19.9 percent for the first quarter of 2026 and 2025, respectively.
Operating profit was $2.5 million for the first quarter of 2026 compared with $1.1 million for the first quarter of 2025. The $1.4 million increase was primarily due to lower integration costs from prior acquisitions and lower SG&A expenses, partially offset by the same factors that impacted gross profit. Adjusted EBITDA was $35.5 million for the first quarter of 2026 compared with
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$28.5 million for the first quarter of 2025. The $7.0 million increase was primarily due to the same factors that impacted net sales and lower SG&A expenses, partially offset by higher manufacturing costs.
Durable Metal Solutions
Our Durable Metal Solutions segment produces and sells metal-based packaging products, including a wide variety of steel drums. In addition, this reportable segment produces and sells complimentary packaging products, such as paints and linings for industrial packaging products and related services.
Net sales were $354.8 million for the first quarter of 2026 compared with $355.9 million for the first quarter of 2025. The $1.1 million decrease was primarily due to $18.6 million attributable to lower volumes, lower average selling prices and partially offset by $22.8 million positive foreign currency translation impacts.
Gross profit was $70.7 million for the first quarter of 2026 compared with $69.0 million for the first quarter of 2025. The $1.7 million increase was primarily due to lower raw material purchases, partially offset by the same factors that impacted net sales. Gross profit margin was 19.9 percent and 19.4 percent for the first quarter of 2026 and 2025, respectively.
Operating profit was $32.9 million for the first quarter of 2026 compared with $30.5 million for the first quarter of 2025. The $2.4 million increase was primarily due to the same factors that impacted gross profit. Adjusted EBITDA was $45.8 million for the first quarter of 2026 compared with $36.8 million for the first quarter of 2025. The $9.0 million increase was primarily due to the same factors that impacted gross profit and lower SG&A expenses.
Sustainable Fiber Solutions
Our Sustainable Fiber Solutions segment produces and sells fiber-based packaging products, including fibre drums, uncoated recycled board, coated recycled board, tubes and cores and specialty partitions made from containerboard, uncoated recycled board and coated recycled board. In addition, this reportable segment participates in the purchase and sale of recycled fiber and the production and sale of adhesives, which can be used in our paperboard products.
Net sales were $311.9 million for the first quarter of 2026 compared with $344.0 million for the first quarter of 2025. The $32.1 million decrease was primarily due to $24.7 million attributable to lower volumes, and impacts from Soterra Divestiture.
Gross profit was $65.2 million for the first quarter of 2026 compared with $64.3 million for the first quarter of 2025. The $0.9 million increase was primarily due to lower raw material costs and purchases, partially offset by the same factors that impacted net sales. Gross profit margin was 20.9 percent and 18.7 percent for the first quarter of 2026 and 2025, respectively.
Operating profit was $218.5 million for the first quarter of 2026 compared with $1.1 million for the first quarter of 2025. The $217.4 million increase was primarily due to a $216.2 million gain from the Soterra Divestiture during the first quarter of 2026. Adjusted EBITDA was $36.6 million for the first quarter of 2026 compared with $29.5 million for the first quarter of 2025. The $7.1 million increase was primarily due to lower SG&A expenses and the same factors that impacted gross profit.
Innovative Closure Solutions
Our Innovative Closure Solutions segment produces and sells closure systems for industrial packaging products and related services.
Net sales were $23.0 million for the first quarter of 2026 compared with $22.4 million for the first quarter of 2025. The $0.6 million increase was primarily due to higher average selling prices and positive foreign currency translation impact, partially offset by lower volumes.
Gross profit was $8.9 million for the first quarter of 2026 compared with $7.5 million for the first quarter of 2025. The $1.4 million increase was primarily due to lower raw material purchases and the same factors that impacted net sales. The Innovative Closure Solutions reportable segment’s total sales including intersegment sales was $39.4 million and $39.9 million for the first quarter of 2026 and 2025, respectively. Gross profit margin as a percentage of total sales was 22.6 percent and 18.8 percent for the first quarter of 2026 and 2025, respectively.
Operating profit was $2.7 million for the first quarter of 2026 compared with $1.4 million for the first quarter of 2025. The $1.3 million increase was primarily due to the same factors that impacted gross profit. Adjusted EBITDA was $4.6 million for the first quarter of 2026 compared with $4.0 million for the first quarter of 2025. The $0.6 million increase was primarily due to the same factors that impacted gross profit.
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Income Tax Expense
Income tax expense for the first quarter of 2026 was $58.9 million compared with $6.8 million for the first quarter of 2025. The $52.1 million increase was primarily due to the gain from the Soterra Divestiture.
On July 4, 2025, H.R. 1, commonly known as the One Big Beautiful Bill Act (“OBBBA”), was enacted into law. The OBBBA permanently extends several major provisions of the Tax Cuts and Jobs Act of 2017, including 100% bonus depreciation, domestic research cost expensing, enhanced business interest deductibility, and modifications to the international tax framework. We have evaluated the impact of the OBBBA as part of our fiscal year 2026 forecast, and the effects of the legislation are reflected in our income tax provision for the first quarter of 2026. We will continue to assess the application of the OBBBA and any related regulatory guidance as it becomes available.
LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of liquidity are operating cash flows and borrowings under our senior secured credit facilities and proceeds from our trade accounts receivable credit facilities. We use these sources to fund our working capital needs, capital expenditures, cash dividends, debt repayment, and acquisitions. We anticipate continuing to fund these items in a like manner. We currently expect that operating cash flows, borrowings under our senior secured credit facilities, and proceeds from our trade accounts receivable credit facilities will be sufficient to fund our anticipated working capital, capital expenditures, cash dividends, debt repayment, potential acquisitions of businesses, and other liquidity needs for at least 12 months.
The cash flows related to the Containerboard Business have not been segregated and are included in our Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2025 and 2024. The absence of the cash flows from the Containerboard business in future periods is not expected to materially impact our liquidity or capital resources.
Cash Flow
Three Months Ended December 31, (in millions) | 2025 | 2024 | |||||||||
| Net cash (used in) provided by operating activities | $ | (24.4) | $ | 16.6 | |||||||
| Net cash provided by (used in) investing activities | 427.3 | (22.4) | |||||||||
| Net cash (used in) provided by financing activities | (429.7) | 6.3 | |||||||||
| Effects of exchange rates on cash | 13.6 | (32.1) | |||||||||
| Net decrease in cash and cash equivalents | (13.2) | (31.6) | |||||||||
| Cash and cash equivalents at beginning of year | 256.7 | 216.4 | |||||||||
| Cash and cash equivalents at end of period | $ | 243.5 | $ | 184.8 | |||||||
Operating Activities
During the first three months of 2026 and 2025, cash (used in) provided by change in accounts receivable was $56.8 million and $76.2 million, respectively. The unfavorable change in accounts receivable levels was primarily due to timing of collections.
During the first three months of 2026 and 2025, cash (used in) provided by change in inventories was $(10.7) million and $(9.0) million, respectively. The unfavorable change in inventories was primarily due to decrease in net sales.
During the first three months of 2026 and 2025, cash (used in) provided by change in accounts payable was $(32.5) million and $(60.0) million, respectively. The favorable change in accounts payable levels was primarily due to decrease in purchases due to decrease in net sales and timing of payments.
Investing Activities
During the first three months of 2026 and 2025, we invested $33.0 million and $42.7 million (of which $4.6 million relates to the Containerboard Business), respectively, of cash in capital expenditures.
During the first three months of 2026, we received $460.9 million of cash from sale of properties, plants and equipment and other assets, primarily from the Soterra Divestiture.
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Financing Activities
During the first three months of 2026 and 2025, we paid cash dividends to our stockholders in the amount of $32.5 million and $31.2 million, respectively.
During the first three months of 2026 and 2025, we (paid down) borrowed $(259.9) million and $50.9 million of debt, net of payments, respectively. The 2026 repayment was primarily from proceeds from the Soterra Divestiture.
During the first three months of 2026, we paid $128.1 million for share repurchases.
Stock Repurchase Programs
In 2017, our Board of Directors authorized the repurchase of up to 4,000,000 shares of our Class A Common Stock or Class B Common Stock, or any combination of the foregoing (the “2017 Authorization”).
In the first quarter of 2026, we entered into two agreements 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.
On December 9, 2025, our Board of Directors authorized the repurchase of 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.
For the three months ended December 31, 2025, 1,813,600 shares of Class A Common Stock and 110,088 of Class B Common Stock have been repurchased under the 2017 Authorization. As of December 31, 2025, the remaining number of shares that could be repurchased under the 2017 Authorization was 581,148.
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.
Financial Obligations
Long-Term Debt
Long-term debt is summarized as follows:
| (in millions) | December 31, 2025 | September 30, 2025 | |||||||||
| 2022 Credit Agreement - Term Loans | $ | 400.3 | $ | 784.1 | |||||||
| 2023 Credit Agreement - Term Loan | 69.1 | 135.3 | |||||||||
| 2022 Credit Agreement - Revolving Credit Facility | 189.6 | — | |||||||||
| 659.0 | 919.4 | ||||||||||
| Less: deferred financing costs | 3.9 | 4.6 | |||||||||
| Long-term debt, net | $ | 655.1 | $ | 914.8 | |||||||
2022 Credit Agreement
We have a senior secured credit agreement (the “2022 Credit Agreement”) with a syndicate of financial institutions.
The 2022 Credit Agreement provides for (a) an $800.0 million secured revolving credit facility, consisting of a $725.0 million multicurrency facility and a $75.0 million U.S. dollar facility, maturing on March 1, 2027, (b) a $1,100.0 million secured term loan A-1 facility with quarterly principal installments that continue through January 31, 2027, with any outstanding principal balance of such term loan A-1 facility being due and payable on maturity on March 1, 2027, (c) a $515.0 million secured term loan A-2 facility with quarterly principal installments that continue through January 31, 2027, with any outstanding principal balance of such term loan A-2 being due and payable on maturity on March 1, 2027, and (d) as further described below, a $300.0 million incremental secured term loan A-4 facility with quarterly principal installments that continue through January
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31, 2027, with any outstanding principal balance of such term loan A-4 being due and payable on maturity on March 1, 2027. Subject to the terms of the 2022 Credit Agreement, the Company has an option to borrow additional funds under the 2022 Credit Agreement with the agreement of the lenders.
We have an incremental term loan agreement (the “Incremental Term Loan A-4 Agreement”) with a syndicate of financial institutions. The Incremental Term Loan A-4 Agreement is an amendment to the 2022 Credit Agreement. The Incremental Term Loan A-4 Agreement provided for a loan in the aggregate principal amount of $300.0 million that was made available in a single draw on March 25, 2024 (the “Incremental Term Loan A-4”). Amounts repaid or prepaid in respect of the Incremental Term Loan A-4 may not be reborrowed. The Incremental Term Loan A-4 amortizes at 2.50% per annum in equal quarterly principal installments, with the remaining outstanding principal balance due on March 1, 2027. The terms and provisions of the Incremental Term Loan A-4 are identical in all material respects to the terms and provisions of the other term loans made under the 2022 Credit Agreement. Our obligations with respect to the Incremental Term Loan A-4 are secured and guaranteed with the other obligations under the 2022 Credit Agreement on a pari passu basis. We used the proceeds from the Incremental Term Loan A-4 to repay funds drawn on the revolving credit facility under the 2022 Credit Agreement for the purchase of Ipackchem on March 26, 2024.
Interest accruing under the 2022 Credit Agreement is based on Secured Overnight Financing Rate (“SOFR”) plus a credit spread adjustment or a base rate that resets periodically plus, in each case, a calculated margin amount that is based on our leverage ratio. As of December 31, 2025, we had $610.4 million of available borrowing capacity under the $800.0 million secured revolving credit facility.
The repayment of all borrowings under the 2022 Credit Agreement is secured by a security interest in certain of our personal property and certain of the personal property of certain of our U.S. subsidiaries, including equipment and inventory and certain intangible assets, as well as a pledge of the capital stock of substantially all of our U.S. subsidiaries, and is secured, in part, by the capital stock of the non-U.S. borrowers. However, in the event that we receive and maintain an investment grade rating from either Moody’s Investors Services, Inc. or Standard & Poor’s Financial Services LLC, we may request the release of such collateral.
The 2022 Credit Agreement contains certain covenants, which include financial covenants that require us to maintain a certain leverage ratio and an interest coverage ratio. The leverage ratio generally requires that at the end of any fiscal quarter we will not permit the ratio of (a) our total consolidated indebtedness (less the aggregate amount of our unrestricted cash and cash equivalents), to (b) our consolidated net income plus depreciation, depletion and amortization, interest expense (including capitalized interest), income taxes, and minus certain extraordinary gains and non-recurring gains (or plus certain extraordinary losses and non-recurring losses), and plus or minus certain other items for the preceding twelve months (as used in this paragraph only “EBITDA”) to be greater than 4.50 to 1.00 through the quarter ending January 31, 2025, and thereafter 4.00 to 1.00; provided that such leverage ratio is subject to (i) a covenant step-up (as defined in the 2022 Credit Agreement) increase adjustment of 0.50 upon the consummation of, and the following three fiscal quarters after, certain specified acquisitions and (ii) a collateral release decrease adjustment of 0.25x during any collateral release period (as defined in the 2022 Credit Agreement). The interest coverage ratio generally requires that at the end of any fiscal quarter we will not permit the ratio of (a) our consolidated EBITDA, to (b) our consolidated interest expense to the extent paid or payable, to be less than 3.00 to 1.00, during the applicable preceding twelve-month period. As of December 31, 2025, we were in compliance with the covenants and other agreements in the 2022 Credit Agreement.
2023 Credit Agreement
We have a $300.0 million senior secured credit agreement (the “2023 Credit Agreement”) with a syndicate of financial institutions. The 2023 Credit Agreement is permitted incremental equivalent debt under the terms of the 2022 Credit Agreement. The 2023 Credit Agreement provides for a $300.0 million secured term loan facility on a pari passu basis with the 2022 Credit Agreement, with quarterly principal installments that continue through January 31, 2028, with any outstanding principal balance being due and payable at maturity on May 17, 2028. We used the borrowings under the 2023 Credit Agreement to repay and refinance a portion of the outstanding borrowings under the 2022 Credit Agreement. Interest accruing under the 2023 Credit Agreement is based on SOFR plus a credit spread adjustment or a base rate that resets periodically plus, in each case, a calculated margin amount that is based on our leverage ratio.
The repayment of all borrowings under the 2023 Credit Agreement is secured by a security interest in certain of our personal property and certain of the personal property of certain of our U.S. subsidiaries, including equipment and inventory and certain intangible assets, as well as a pledge of the capital stock of substantially all of our U.S. subsidiaries. However, in the event that we receive and maintain an investment grade rating from either Moody’s Investors Services, Inc. or Standard & Poor’s Financial Services LLC, we may request the release of such collateral. Our obligations under the 2023 Credit Agreement are secured on a pari passu basis with the obligations arising under the 2022 Credit Agreement.
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The 2023 Credit Agreement contains covenants, including financial covenants, substantially the same as the covenants in 2022 Credit Agreement, as described above, and a “most favored lender” provision related to the 2022 Credit Agreement. As of December 31, 2025, we were in compliance with the covenants and other agreements in the 2023 Credit Agreement.
Short-Term Debt
Short-term debt is summarized as follows:
| (in millions) | December 31, 2025 | September 30, 2025 | |||||||||
| U.S. accounts receivable credit facilities | 174.4 | 179.7 | |||||||||
| European accounts receivable credit facilities | 93.6 | 95.3 | |||||||||
| Other debt | 20.9 | 12.7 | |||||||||
| 288.9 | 287.7 | ||||||||||
Accounts Receivable Credit Facilities
We have a $200.0 million U.S. Receivables Financing Facility Agreement (the “U.S. RFA”) that matures on May 15, 2026. As of December 31, 2025, there was a $174.4 million ($179.7 million as of September 30, 2025) outstanding balance under the U.S. RFA. The U.S. RFA also contains events of default and covenants that are substantially the same as the covenants under the 2022 Credit Agreement. As of December 31, 2025, we were in compliance with these covenants. Proceeds of the U.S. RFA are available for working capital and general corporate purposes.
We have a €100.0 million ($117.7 million as of December 31, 2025) European Receivables Financing Agreement (the “European RFA”) that matures on April 21, 2026. As of December 31, 2025, $93.6 million ($95.3 million as of September 30, 2025) was outstanding under the European RFA. As of December 31, 2025, we were in compliance with covenants contained in the European RFA. Proceeds of the European RFA are available for working capital and general corporate purposes.
See Note 5 to the interim condensed consolidated financial statements included in Item 1 of this Form 10-Q for additional disclosures regarding our financial obligations.
Financial Instruments
Interest Rate Derivatives
As of December 31, 2025, we had various interest rate swaps with a total notional amount of $275.0 million ($562.5 million as of September 30, 2025) amortizing down over the term, in which we receive variable interest rate payments based on SOFR and in return are obligated to pay interest at a weighted average fixed interest rate of 1.16%. These derivatives are designated as cash flow hedges for accounting purposes and will mature between March 1, 2027 and July 16, 2029.
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 transactions and in the same period during which the hedged transaction affects earnings.
Foreign Exchange Hedges
We conduct business in international currencies and are subject to risks associated with changing foreign exchange rates. Our objective is to reduce volatility associated with foreign exchange rate changes to allow management to focus its attention on business operations. Accordingly, we enter 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 December 31, 2025, and September 30, 2025, we had outstanding foreign currency forward contracts in the notional amount of $118.2 million, and $165.0 million, respectively.
Cross Currency Swap
We have operations and investments in various international locations and are subject to risks associated with changing foreign exchange rates. As of December 31, 2025, we have cross currency interest rate swaps that synthetically swap $534.9 million ($534.9 million as of September 30, 2025) of U.S. fixed rate debt to Euro denominated fixed rate debt. We receive a weighted
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average rate of 1.64%. These agreements are designated either net investment hedges or cash flow hedges for accounting purposes and will mature between October 5, 2026 and November 3, 2028.
Accordingly, the gain or loss on the 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. 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 from 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.
See Note 6 to the interim condensed consolidated financial statements included in Item 1 of this Form 10-Q for additional disclosures regarding our financial instruments.
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ITEM 4. CONTROLS AND PROCEDURES
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Disclosure Controls and Procedures
With the participation of our principal executive officer and principal financial officer, our management has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act, as of the end of the period covered by this report. Based upon that evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this report:
•Information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC;
•Information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure; and
•Our disclosure controls and procedures are effective.
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PART II. OTHER INFORMATION
ITEM 1A. RISK FACTORS
There have been no material changes in our risk factors from those disclosed in the 2025 Form 10-KT under Part I, Item 1A –– Risk Factors.
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, 2025 | 561,361 | 61.77 | 5,592 | 65.67 | 566,953 | 414,958,037 | |||||||||||||||||||||||||||||
| December 1, 2025 to December 31, 2025 | 1,252,239 | 68.14 | 104,496 | 74.51 | 1,356,735 | 321,847,267 | |||||||||||||||||||||||||||||
| Total | 1,813,600 | 110,088 | 1,923,688 | ||||||||||||||||||||||||||||||||
*Average price paid per share reflects the weighted average purchase price paid for shares.
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ITEM 6. EXHIBITS
(a.) Exhibits
| Exhibit No. | Description of Exhibit | |||||||
| Employment Agreement, dated June 1, 2022, between Greif UK Limited and Patrick Mullaney. | ||||||||
| Settlement Agreement, dated September 23, 2025, between Greif UK Limited and Patrick Mullaney. | ||||||||
| Certification of Chief Executive Officer Pursuant to Rule 13a — 14(a) of the Securities Exchange Act of 1934. | ||||||||
| Certification of Chief Financial Officer Pursuant to Rule 13a — 14(a) of the Securities Exchange Act of 1934. | ||||||||
| Certification of Chief Executive Officer required by Rule 13a —14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code. | ||||||||
| Certification of Chief Financial Officer required by Rule 13a — 14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code. | ||||||||
| 101 | The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2025, formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Income (ii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Cash Flows (v) Condensed Consolidated Statements of Changes in Shareholders’ Equity and (vi) Notes to Condensed Consolidated Financial Statements. | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.
| GREIF, INC. | ||||||||
| (Registrant) | ||||||||
Date: January 30, 2026 | /s/ LAWRENCE A. HILSHEIMER | |||||||
| Lawrence A. Hilsheimer | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
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