slgn-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 31, 2026


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

For the transition period from ________________ to ________________

Commission file number 001-41459

SILGAN HOLDINGS INC.

(Exact name of Registrant as specified in its charter)


Delaware		06-1269834
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)

601 Merritt 7
Norwalk,	Connecticut	06851
(Address of principal executive offices)		(Zip Code)

(203) 975-7110

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	SLGN	New York Stock Exchange

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 and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

Large accelerated filer

☒

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 ☒

As of April 30, 2026, the number of shares outstanding of the Registrant’s common stock was 105,679,758.

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SILGAN HOLDINGS INC.

TABLE OF CONTENTS

			Page No.


Part I. Financial Information			3

Item 1. Financial Statements			3

Condensed Consolidated Balance Sheets at March 3 1 , 202 6 and 202 5 and December 31, 202 5			3

Condensed Consolidated Statements of Income for the three months ended March 31 , 202 6 and 202 5			4

Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 202 5			5

Condensed Consolidated Statements of Cash Flows for the three months ended March 31 , 202 6 and 202 5			6

Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31 , 202 6 and 202 5			7

Notes to Condensed Consolidated Financial Statements			8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			18

Item 3. Quantitative and Qualitative Disclosures About Market Risk			27

Item 4. Controls and Procedures			27

Part II. Other Information			28

Item 5. Other Information			28

Item 6. Exhibits			28

Signatures			29

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Part I. Financial Information

Item 1. Financial Statements

SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)


	March 31, 2026		March 31, 2025		Dec. 31, 2025
	(unaudited)		(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	435,429	$	353,030	$	1,080,659
Trade accounts receivable, net	1,158,680		1,012,790		589,400
Inventories	1,128,749		1,055,281		1,080,134
Prepaid expenses and other current assets	243,910		176,369		241,725
Total current assets	2,966,768		2,597,470		2,991,918

Property, plant and equipment, net	2,355,014		2,302,690		2,378,331
Goodwill	2,465,017		2,373,376		2,486,678
Other intangible assets, net	878,969		889,865		900,083
Other assets, net	656,511		604,574		640,073
	$	9,322,279	$	8,767,975	$	9,397,083

Liabilities and Stockholders’ Equity
Current liabilities:
Revolving loans and current portion of long-term debt	$	988,323	$	1,145,091	$	631,632
Trade accounts payable	817,034		736,823		1,251,889
Accrued payroll and related costs	120,506		119,477		121,168
Accrued liabilities	431,920		283,940		447,180
Total current liabilities	2,357,783		2,285,331		2,451,869

Long-term debt	3,672,124		3,483,472		3,715,216
Deferred income taxes	515,999		486,824		501,768
Other liabilities	455,776		429,004		453,929

Stockholders’ equity:
Common stock	1,751		1,751		1,751
Paid-in capital	389,325		371,207		384,847
Retained earnings	3,645,564		3,448,952		3,605,043
Accumulated other comprehensive loss	(206,209)		(303,386)		(213,556)
Treasury stock	(1,509,834)		(1,435,180)		(1,503,784)
Total stockholders’ equity	2,320,597		2,083,344		2,274,301
	$	9,322,279	$	8,767,975	$	9,397,083

See accompanying notes.

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SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the three months ended March 31, 2026 and 2025

(Dollars and shares in thousands, except per share amounts)

(Unaudited)



	2026		2025


Net sales	$	1,561,258	$	1,466,661
Cost of goods sold	1,295,481		1,196,258
Gross profit	265,777		270,403
Selling, general and administrative expenses	131,175		129,087
Rationalization charges	9,047		10,959
Other pension and postretirement (income)	(1,040)		(187)
Income before interest and income taxes	126,595		130,544
Interest and other debt expense before loss on early extinguishment of debt	41,432		42,928
Loss on early extinguishment of debt	1,017		—
Interest and other debt expense	42,449		42,928
Income before income taxes	84,146		87,616
Provision for income taxes	22,305		20,816
Income before equity in earnings of affiliates	61,841		66,800
Equity in earnings of affiliates, net of tax	1,198		1,162
Net income	$	63,039	$	67,962

Earnings per share:
Basic net income per share	$	0.60	$	0.64
Diluted net income per share	$	0.60	$	0.63

Weighted average number of shares:
Basic	105,590		106,915
Effect of dilutive securities	266		420
Diluted	105,856		107,335

See accompanying notes.

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SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the three months ended March 31, 2026 and 2025

(Dollars in thousands)

(Unaudited)



	2026		2025


Net income	$	63,039	$	67,962
Other comprehensive income (loss), net of tax:
Changes in net prior service credit and actuarial losses	1,336		1,400
Change in fair value of derivatives	7,564		3,071
Foreign currency translation	(1,553)		45,500
Other comprehensive income	7,347		49,971
Comprehensive income	$	70,386	$	117,933

See accompanying notes.

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SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three months ended March 31, 2026 and 2025

(Dollars in thousands)

(Unaudited)


	2026		2025
Cash flows provided by (used in) operating activities:
Net income	$	63,039	$	67,962
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	84,932		79,363
Amortization of debt discount and debt issuance costs	1,634		1,413
Rationalization charges	9,047		10,959
Stock compensation expense	5,699		4,380
Loss on early extinguishment of debt	1,017		—
Other changes that provided (used) cash:
Trade accounts receivable, net	(575,596)		(404,478)
Inventories	(54,023)		(115,166)
Trade accounts payable	(313,941)		(281,591)
Accrued liabilities	(17,839)		(33,346)

Other, net	(3,542)		(12,897)
Net cash (used in) operating activities	(799,573)		(683,401)

Cash flows provided by (used in) investing activities:

Capital expenditures	(82,444)		(82,924)
Proceeds from asset sales	2,067		52
Other, net	396		400
Net cash (used in) investing activities	(79,981)		(82,472)

Cash flows provided by (used in) financing activities:
Borrowings under revolving loans	1,069,325		1,110,508
Repayments under revolving loans	(162,528)		(6,107)
Repayment of principal amounts under finance leases	(1,181)		(1,348)

Repayments of long-term debt	(542,500)		(706,274)
Changes in outstanding checks - principally vendors	(97,369)		(84,971)
Dividends paid on common stock	(22,849)		(21,939)
Debt issuance costs	(1,260)		—

Repurchase of common stock	(7,844)		(6,873)


Net cash provided by financing activities	233,794		282,996

Effect of exchange rate changes on cash and cash equivalents	530		13,053

Cash and cash equivalents:
Net (decrease)	(645,230)		(469,824)
Balance at beginning of year	1,080,659		822,854
Balance at end of period	$	435,429	$	353,030

Interest paid, net	$	52,308	$	50,594
Income taxes paid, net	7,881		12,175

See accompanying notes.

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SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the three months ended March 31, 2026 and 2025

(Dollars and shares in thousands, except per share amounts)

(Unaudited)



	2026		2025


Common stock - shares outstanding
Balance at beginning of period	105,442		106,795
Net issuance of treasury stock for vested restricted stock units	238		198

Balance at end of period	105,680		106,993

Common stock - par value
Balance at beginning and end of period	$	1,751	$	1,751

Paid-in capital
Balance at beginning of period	384,847		367,871
Stock compensation expense	5,699		4,380
Net issuance of treasury stock for vested restricted stock units	(1,221)		(1,044)
Balance at end of period	389,325		371,207

Retained earnings
Balance at beginning of period	3,605,043		3,402,667
Net income	63,039		67,962
Dividends declared on common stock	(22,518)		(21,677)
Balance at end of period	3,645,564		3,448,952

Accumulated other comprehensive loss
Balance at beginning of period	(213,556)		(353,357)
Other comprehensive income	7,347		49,971
Balance at end of period	(206,209)		(303,386)

Treasury stock
Balance at beginning of period	(1,503,784)		(1,429,351)
Net issuance of treasury stock for vested restricted stock units	(6,050)		(5,829)

Balance at end of period	(1,509,834)		(1,435,180)
Total stockholders’ equity	$	2,320,597	$	2,083,344

Dividends declared on common stock per share	$	0.21	$	0.20

See accompanying notes.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2026 and 2025 and for the

three months then ended is unaudited)

Note 1. Significant Accounting Policies

Basis of Presentation. The accompanying unaudited condensed consolidated financial statements of Silgan Holdings Inc., or Silgan, have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying financial statements include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. The results of operations for any interim period are not necessarily indicative of the results of operations for the full year.

The Condensed Consolidated Balance Sheet at December 31, 2025 has been derived from our audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements.

You should read the accompanying condensed consolidated financial statements in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Note 2. Revenue

The following tables present our revenues disaggregated by reportable segment and geography as they best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Revenues by segment for the three months ended March 31 were as follows:



	2026		2025

	(Dollars in thousands)
Dispensing and Specialty Closures	$	685,322	$	671,103
Metal Containers	724,870		628,427
Custom Containers	151,066		167,131
	$	1,561,258	$	1,466,661

Revenues by geography for the three months ended March 31 were as follows:



	2026		2025

	(Dollars in thousands)
North America	$	1,083,636	$	1,017,570
Europe and other	477,622		449,091
	$	1,561,258	$	1,466,661

Our contract assets primarily consist of unbilled accounts receivable related to over time revenue recognition and were $114.0 million, $115.3 million, and $112.5 million as of March 31, 2026 and 2025 and December 31, 2025, respectively. Unbilled receivables are included in trade accounts receivable, net on our Condensed Consolidated Balance Sheets. We have entered into various supply chain financing, or SCF, arrangements with financial institutions pursuant to which we sell receivables of certain customers to such financial institutions without recourse and accelerate payment in respect of such receivables sooner than provided in the applicable supply agreements with such customers. Receivables sold under these arrangements totaled $216.1 million and $225.7 million for the three months ended March 31, 2026 and 2025, respectively.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2026 and 2025 and for the

three months then ended is unaudited)

Note 3. Rationalization Charges

We continually evaluate cost reduction opportunities across each of our segments, including rationalizations of our existing facilities through plant closings and downsizings. We use a disciplined approach to identify opportunities that generate attractive cash returns. Rationalization charges by segment for the three months ended March 31 were as follows:



	2026		2025

	(Dollars in thousands)
Dispensing and Specialty Closures	$	2,482	$	4,371
Metal Containers	5,733		4,932
Custom Containers	832		1,656
	$	9,047	$	10,959

Activity in reserves for our rationalization plans were as follows:


	Employee Severance and Benefits		Plant Exit Costs		Non-Cash Asset Write-Downs		Total
	(Dollars in thousands)
Balance at December 31, 2025	$	44,962	$	192	$	—	$	45,154
Charged to expense	3,660		3,380		2,007		9,047
Utilized and currency translation	(3,612)		(3,572)		(2,007)		(9,191)
Balance at March 31, 2026	$	45,010	$	—	$	—	$	45,010

Non-cash asset write-downs were the result of comparing the carrying value of certain facilities and production related equipment to their fair value using estimated future discounted cash flows, a Level 3 fair value measurement (see Note 7 for information regarding a Level 3 fair value measurement).

Rationalization reserves as of March 31, 2026 were recorded in our Condensed Consolidated Balance Sheet as accrued liabilities of $21.0 million and other liabilities of $24.0 million. Excluding the impact of our withdrawal from the Central States, Southeast and Southwest Areas Pension Plan, or the Central States Pension Plan, in 2019, remaining expenses and cash expenditures for our rationalization plans are expected to be $18.1 million and $38.1 million, respectively. Remaining expenses for the accretion of interest for the withdrawal liability related to the Central States Pension Plan are expected to average approximately $0.7 million per year and be recognized annually through 2040, and remaining cash expenditures for the withdrawal liability related to the Central States Pension Plan are expected to be approximately $2.6 million annually through 2040.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2026 and 2025 and for the

three months then ended is unaudited)

Note 4. Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss is reported in our Condensed Consolidated Statements of Stockholders’ Equity. Amounts included in accumulated other comprehensive loss, net of tax, were as follows:


	Unrecognized Net Defined Benefit Plan Costs		Change in Fair Value of Derivatives		Foreign Currency Translation		Total
	(Dollars in thousands)
Balance at December 31, 2025	$	(116,840)	$	(966)	$	(95,750)	$	(213,556)
Other comprehensive income before reclassifications	—		7,120		(1,553)		5,567
Amounts reclassified from accumulated other comprehensive loss	1,336		444		—		1,780
Other comprehensive income	1,336		7,564		(1,553)		7,347
Balance at March 31, 2026	$	(115,504)	$	6,598	$	(97,303)	$	(206,209)

The amounts reclassified to earnings from the unrecognized net defined benefit plan costs component of accumulated other comprehensive loss for the three months ended March 31, 2026 were net (losses) of $(1.6) million, excluding income tax benefits of $0.3 million. For the three months ended March 31, 2026, these net (losses) consisted primarily of amortization of net actuarial (losses) of $(1.6) million. Amortization of net actuarial losses and net prior service cost was recorded in other pension and postretirement income in our Condensed Consolidated Statements of Income. See Note 10 for further information.

The amounts reclassified to earnings from the change in fair value of derivatives component of accumulated other comprehensive loss for the three months ended March 31, 2026 were not significant.

Other comprehensive income before reclassifications related to foreign currency translation for the three months ended March 31, 2026 consisted of (i) foreign currency (losses) related to translation of quarter end financial statements of foreign subsidiaries utilizing a functional currency other than the U.S. dollar of $(25.2) million and (ii) foreign currency gains related to our net investment hedges of $31.3 million, excluding an income tax provision of $(7.6) million. See Note 7 for further discussion.

Note 5. Inventories

Inventories consisted of the following:


	March 31, 2026		March 31, 2025		Dec. 31, 2025
	(Dollars in thousands)
Raw materials	$	483,443	$	440,846	$	586,296
Work-in-process	259,725		214,285		204,882
Finished goods	691,396		651,648		595,089
Other	17,179		17,463		16,861
	1,451,743		1,324,242		1,403,128
Adjustment to value inventory at cost on the LIFO method	(322,994)		(268,961)		(322,994)
	$	1,128,749	$	1,055,281	$	1,080,134

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2026 and 2025 and for the

three months then ended is unaudited)

Note 6. Long-Term Debt

Long-term debt consisted of the following:


	March 31, 2026		March 31, 2025		Dec. 31, 2025
	(Dollars in thousands)
Bank debt
Bank revolving loans	$	894,685	$	1,082,007	$	—
U.S. term loans	799,000		850,000		841,500

Euro term loans	1,026,610		972,180		1,046,390
Other foreign bank revolving and term loans	51,510		55,238		46,165
Total bank debt	2,771,805		2,959,425		1,934,055




4⅛% Senior Notes	600,000		600,000		600,000
2¼% Senior Notes	576,100		540,100		587,200
4¼% Senior Notes	691,320		—		704,640
1.4% Senior Secured Notes	—		500,000		500,000
Finance leases	37,554		41,228		38,783
Total debt - principal	4,676,779		4,640,753		4,364,678
Less unamortized debt issuance costs and debt discount	16,332		12,190		17,830
Total debt	4,660,447		4,628,563		4,346,848
Less current portion	988,323		1,145,091		631,632
	$	3,672,124	$	3,483,472	$	3,715,216

At March 31, 2026, the current portion of long-term debt consisted of $405.0 million of U.S. revolving loans, $489.7 million of Euro revolving loans and $51.8 million of Euro term loans under our amended and restated senior secured credit facility, as amended, or the Credit Agreement, $38.3 million of other foreign bank revolving and term loans and $3.5 million of finance leases.

On February 3, 2026, we prepaid $42.5 million principal amount of outstanding U.S. term loans under the Credit Agreement with cash on hand.

On March 6, 2026, we entered into the Sixth Amendment to Amended and Restated Credit Agreement, or the Sixth Amendment, with the lenders party to the Credit Agreement and Wells Fargo Bank, National Association, as administrative agent. The Sixth Amendment amended the Credit Agreement to improve the interest rate margin grid for term loans and eliminate the credit spread adjustments effective March 6, 2026 for Term SOFR Loans, Daily Simple RFR Loans and Term CORRA Loans (each as defined in the Credit Agreement). Effective with the Sixth Amendment, the margin for term loans maintained as Eurocurrency Rate Loans and RFR Loans (each as defined in the Credit Agreement) was 1.25 percent, and the margin for term loans maintained as Base Rate Loans (as defined in the Credit Agreement) was 0.25 percent. In accordance with the Sixth Amendment, the margin for term loans and revolving loans will be reset quarterly after March 31, 2026 based upon our Total Net Leverage Ratio (as defined in the Credit Agreement) as provided in the Credit Agreement. The range for the applicable margin for term loans will be 0.00 percent to 0.50 percent for Base Rate Loans and 1.00 percent to 1.50 percent for Eurocurrency Rate Loans and RFR Loans.

On March 31, 2026, we repaid all $500.0 million aggregate principal amount of our outstanding 1.4% Senior Secured Notes due 2026, or the 1.4% Notes, at 100 percent of their principal amount plus accrued and unpaid interest to the repayment date. We funded this repayment with revolving loan borrowings under the Credit Agreement and cash on hand. As a result of such redemption and satisfaction and discharge of the indenture for the 1.4% Notes (including the discharge of the guarantees therein of the 1.4% Notes by our U.S. subsidiaries that also guarantee our obligations under the Credit Agreement), the guarantees of the 4⅛% Senior Notes, the 2¼% Senior Notes and the 4¼% Senior Notes by our U.S. subsidiaries that also guarantee our obligations under the Credit Agreement were automatically released and discharged on March 31, 2026.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2026 and 2025 and for the

three months then ended is unaudited)

Note 7. Financial Instruments

The financial instruments recorded in our Condensed Consolidated Balance Sheets include cash and cash equivalents, trade accounts receivable, trade accounts payable, debt obligations and swap agreements. Due to their short-term maturity, the carrying amounts of trade accounts receivable and trade accounts payable approximate their fair market values. The following table summarizes the carrying amounts and estimated fair values of our other financial instruments at March 31, 2026:


	Carrying Amount		Fair Value
	(Dollars in thousands)
Assets:
Cash and cash equivalents	$	435,429	$	435,429


Liabilities:
Bank debt	$	2,771,805	$	2,771,805


4⅛% Senior Notes	599,729		586,686
2¼% Senior Notes	576,100		554,715
4¼% Senior Notes	691,320		671,569

Fair Value Measurements

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). GAAP classifies the inputs used to measure fair value into a hierarchy consisting of three levels. Level 1 inputs represent unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 inputs represent unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. Level 3 inputs represent unobservable inputs for the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Financial Instruments Measured at Fair Value

The financial assets and liabilities that were measured on a recurring basis at March 31, 2026 consisted of our cash and cash equivalents and derivative instruments. We measured the fair value of cash and cash equivalents using Level 1 inputs. We measured the fair value of our derivative instruments using the income approach. The fair value of our derivative instruments reflects the estimated amounts that we would pay or receive based on the present value of the expected cash flows derived from market interest rates and prices. As such, these derivative instruments were classified within Level 2.

Financial Instruments Not Measured at Fair Value

Our bank debt, 4⅛% Senior Notes, 2¼% Senior Notes and 4¼% Senior Notes were recorded at historical amounts in our Condensed Consolidated Balance Sheets, as we have not elected to measure them at fair value. We measured the fair value of our variable rate bank debt using the market approach based on Level 2 inputs. Fair values of the 4⅛% Senior Notes, 2¼% Senior Notes and 4¼% Senior Notes were estimated based on quoted market prices, a Level 1 input.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2026 and 2025 and for the

three months then ended is unaudited)

Derivative Instruments and Hedging Activities

Our derivative financial instruments were recorded in the Condensed Consolidated Balance Sheets at their fair values. Changes in fair values of derivatives are recorded in each period in earnings or comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction.

We utilize certain derivative financial instruments to manage a portion of our interest rate and natural gas cost exposures. We generally limit our use of derivative financial instruments to interest rate and natural gas swap agreements. We do not engage in trading or other speculative uses of these financial instruments. For a financial instrument to qualify as a hedge, we must be exposed to interest rate or price risk, and the financial instrument must reduce the exposure and be designated as a hedge. Financial instruments qualifying for hedge accounting must maintain a high correlation between the hedging instrument and the item being hedged, both at inception and throughout the hedged period.

We also utilize certain internal hedging strategies to minimize our foreign currency exchange rate risk. Net investment hedges that qualify for hedge accounting result in the recognition of foreign currency gains or losses, net of tax, in accumulated other comprehensive loss.

Interest Rate Swap Agreements

As of March 31, 2026 and December 31, 2025, we had outstanding $300 million aggregate notional principal amount of U.S. dollar interest rate swap agreements with a weighted average fixed rate of 3.90 percent and €685.0 million aggregate notional principal amount of Euro interest rate swap agreements with a weighted average fixed rate of 2.43 percent. These agreements were entered into with financial institutions which are expected to fully perform under the terms thereof. The difference between amounts to be paid or received on our interest rate swap agreements is recorded in interest and other debt expense in our Condensed Consolidated Statements of Income and was not significant for the three months ended March 31, 2026. The total fair value of our interest rate swaps agreements in effect at March 31, 2026 was not significant.

Natural Gas Swap Agreements

We have entered into natural gas swap agreements to manage a portion of our exposure to fluctuations in natural gas prices. The difference between amounts to be paid or received on our natural gas swap agreements is recorded in cost of goods sold in our Condensed Consolidated Statements of Income and was not significant for the three months ended March 31, 2026. These agreements are with a financial institution which is expected to fully perform under the terms thereof. The total fair value of our natural gas swap agreements in effect at March 31, 2026 was not significant.

Foreign Currency Exchange Rate Risk

In an effort to minimize our foreign currency exchange rate risk, we have financed acquisitions of foreign operations primarily with borrowings denominated in Euros. In addition, where available, we have borrowed funds in local currency or implemented certain internal hedging strategies to minimize our foreign currency exchange rate risk related to foreign operations, including net investment hedges related to the Euro term loans under the Credit Agreement which are Euro denominated. Foreign currency gains related to our net investment hedges included in accumulated other comprehensive loss for the three months ended March 31, 2026 were $31.3 million.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2026 and 2025 and for the

three months then ended is unaudited)

Note 8. Commitments and Contingencies

We are a party to other legal proceedings, contract disputes and claims arising in the ordinary course of our business. We are not a party to, and none of our properties are subject to, any pending legal proceedings which could have a material adverse effect on our business or financial condition.

Note 9. Supply Chain Finance Program

We have a supply chain finance (“SCF”) program with a major global financial institution. Under this SCF program, a qualifying supplier may elect, but is not obligated, to sell its receivables from us to such financial institution. Once a qualifying supplier elects to participate in this SCF program, all of our payments to the participating supplier are paid to such financial institution in this SCF program on the invoice due date under our agreement with such supplier, regardless of whether the individual invoice was sold by the supplier to such financial institution. We may terminate our agreement with the financial institution upon at least 30 days’ notice, and the financial institution may terminate our agreement upon at least 10 days’ notice. Additionally, suppliers who elect to participate in this SCF program may terminate their participation upon at least 30 days’ notice. The suppliers' invoices sold under this SCF program can be outstanding up to 210 days from the invoice date. Suppliers’ invoices included in this SCF program were $357.6 million, $262.9 million and $438.5 million at March 31, 2026 and 2025 and December 31, 2025, respectively, and were included in accounts payable in our Condensed Consolidated Balance Sheets.

Note 10. Retirement Benefits

The components of the net periodic pension benefit cost for the three months ended March 31 were as follows:



	2026		2025

	(Dollars in thousands)
Service cost	$	1,582	$	1,944
Interest cost	7,681		8,119
Expected return on plan assets	(10,409)		(10,257)
Amortization of prior service (credit) cost	(13)		8
Amortization of actuarial losses	1,782		1,893

Net periodic benefit cost	$	623	$	1,707

The components of the net periodic other postretirement benefit (credit) cost for the three months ended March 31 were as follows:



	2026		2025

	(Dollars in thousands)
Service cost	$	3	$	4
Interest cost	92		151
Amortization of prior service credit	(16)		(15)
Amortization of actuarial gains	(157)		(86)
Net periodic benefit (credit) cost	$	(78)	$	54

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2026 and 2025 and for the

three months then ended is unaudited)

Note 11. Income Taxes

Silgan and its subsidiaries file U.S. Federal income tax returns, as well as income tax returns in various states and foreign jurisdictions. We expect the Internal Revenue Service, or IRS, will complete its review of the 2024 tax year with no change to our filed federal income tax return. We have been accepted into the Compliance Assurance Process program for the 2025 and 2026 tax years which provides for the review by the IRS of tax matters relating to our tax return prior to filing.

Note 12. Treasury Stock

On November 5, 2025, our Board of Directors authorized the repurchase by us of up to an aggregate of $500.0 million of our common stock by various means from time to time through and including December 31, 2029. We did not repurchase any shares of our common stock pursuant to this authorization during the three months ended March 31, 2026. At March 31, 2026, we had $500.0 million remaining under this authorization for the repurchase of our common stock.

During the first three months of 2026, we issued 390,639 treasury shares which had an average cost of $3.13 per share for restricted stock units that vested during the period that had been previously issued under our stock-based compensation plans. In accordance with the applicable agreements for such restricted stock units, we repurchased 152,852 shares of our common stock at an average cost of $47.57 to satisfy minimum employee withholding tax requirements resulting from the vesting of such restricted stock units.

We account for treasury shares using the first-in, first-out (FIFO) cost method. As of March 31, 2026, 69,432,738 shares of our common stock were held in treasury.

Note 13. Stock-Based Compensation

We currently have one stock-based compensation plan in effect under which we have issued restricted stock units to our officers, other key employees and outside directors. During the first three months of 2026, 777,600 restricted stock units were granted to certain of our officers and other key employees. The fair value of these restricted stock units at the grant date was $37.0 million, which is being amortized ratably over the respective vesting period from the grant date.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2026 and 2025 and for the

three months then ended is unaudited)

Note 14. Segment Information

Our chief operating decision maker, who is our Chief Executive Officer and President, evaluates performance of our business segments and allocates resources based on the adjusted EBIT of our business segments. Adjusted EBIT is not a defined term under GAAP. We define adjusted EBIT as income before interest and income taxes excluding acquired intangible asset amortization expense, other pension (income) expense for U.S. pension plans and closed facilities, rationalization charges and costs attributed to announced acquisitions and including, as applicable, equity in earnings of affiliates, net of tax. Adjusted EBIT should not be considered in isolation or as a substitute for income before interest and income taxes or any other financial data prepared in accordance with GAAP and may not be comparable to calculations of similarly titled measures by other companies.

Reportable segment information was as follows:


	Dispensing and Specialty Closures		Metal Containers		Custom Containers		Corporate		Total
	(Dollars in thousands)
















Three months ended March 31, 2026
Net sales	$	685,322	$	724,870	$	151,066	$	—	$	1,561,258
Segment expenses and other (a)	590,447		675,045		129,348		15,667		1,410,507
Equity in earnings of affiliates, net of tax	1,198		—		—		—		1,198
Adjusted EBIT	96,073		49,825		21,718		(15,667)		151,949
Depreciation	40,668		19,991		8,039		118		68,816
Segment assets	5,756,062		2,665,140		759,653		62,420		9,243,275
Capital expenditures	48,486		29,110		4,848		—		82,444

Three months ended March 31, 2025
Net sales	$	671,103	$	628,427	$	167,131	$	—	$	1,466,661
Segment expenses and other (a)	573,062		578,871		142,547		15,073		1,309,553
Equity in earnings of affiliates, net of tax	1,162		—		—		—		1,162
Adjusted EBIT	99,203		49,556		24,584		(15,073)		158,270
Depreciation	35,855		19,285		8,764		46		63,950
Segment assets	5,566,505		2,352,480		782,577		37,677		8,739,239
Capital expenditures	43,434		31,243		7,839		408		82,924

(a) Segment expenses and other includes cost of goods sold, selling, general and administrative expenses, and other pension and postretirement (income) expense and excludes acquired intangible asset amortization expense, other pension (income) expense only for U.S. pension plans and closed facilities, and costs attributed to announced acquisitions.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2026 and 2025 and for the

three months then ended is unaudited)

Total adjusted EBIT is reconciled to income before income taxes for the three months ended March 31 as follows:



	2026		2025

	(Dollars in thousands)
Total adjusted EBIT	$	151,949	$	158,270
Less:
Acquired intangible asset amortization expense	16,116		15,413
Other pension (income) for U.S. pension plans and closed facilities	(1,007)		(925)
Equity in earnings of affiliates, net of tax	1,198		1,162
Rationalization charges	9,047		10,959

Costs attributed to announced acquisitions	—		1,117

Income before interest and income taxes	126,595		130,544
Interest and other debt expense	42,449		42,928
Income before income taxes	$	84,146	$	87,616

Net sales and adjusted EBIT of our metal containers segment and of part of our dispensing and specialty closures segment are dependent, in part, upon the vegetable and fruit harvests in the United States and, to a lesser extent, in a variety of national growing regions in Europe. The size and quality of these harvests varies from year to year, depending in large part upon the weather conditions in applicable regions. Because of the seasonality of the harvests, we have historically experienced higher unit sales volume in the third quarter of our fiscal year and generated a disproportionate amount of our annual adjusted EBIT during that quarter.

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Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statements included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q that are not historical facts are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and Securities Exchange Act of 1934, as amended. Such forward-looking statements are made based upon management’s expectations and beliefs concerning future events impacting us and therefore involve a number of uncertainties and risks, including, but not limited to, those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in our other filings with the Securities and Exchange Commission. As a result, the actual results of our operations or our financial condition could differ materially from those expressed or implied in these forward-looking statements.

General

We are a leading manufacturer and supplier of sustainable rigid packaging solutions for the world's essential consumer goods products. We currently produce dispensing and specialty closures for the fragrance and beauty, food, beverage, personal and health care, home care and lawn and garden markets; steel and aluminum containers for pet and human food and general line products; and custom designed plastic containers for the pet and human food, consumer health and pharmaceutical, personal care, home care, lawn and garden and automotive markets. We are a leading worldwide manufacturer of dispensing and specialty closures, a leading manufacturer of metal containers in North America and Europe, and a leading manufacturer of custom containers in North America for a variety of markets.

Our objective is to increase shareholder value by efficiently deploying capital and management resources to grow our business, reduce operating costs and build sustainable competitive positions, or franchises, and to complete acquisitions that generate attractive cash returns. We have grown our net sales and income from operations largely through acquisitions but also through internal growth, and we continue to evaluate acquisition opportunities in the consumer goods packaging market. If acquisition opportunities are not identified over a longer period of time, we may use our cash flow to repay debt, repurchase shares of our common stock or increase dividends to our stockholders or for other permitted purposes.

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RESULTS OF OPERATIONS

The following table sets forth certain unaudited income statement data expressed as a percentage of net sales for the three months ended March 31:



	2026		2025

Net sales
Dispensing and Specialty Closures	43.9	%	45.8	%
Metal Containers	46.4		42.8
Custom Containers	9.7		11.4
Consolidated	100.0		100.0
Cost of goods sold	83.0		81.6
Gross profit	17.0		18.4
Selling, general and administrative expenses	8.4		8.8
Rationalization charges	0.6		0.7
Other pension and postretirement income	(0.1)		—
Income before interest and income taxes	8.1		8.9
Interest and other debt expense	2.7		3.0
Income before income taxes	5.4		5.9

SEC Form 10-Q filed by Silgan Holdings Inc.