What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-04 compared with 2025-02-05 · 156 added, 119 removed, 812 unchanged (25% of the section changed)

68 unchanged sentences

Interest expense, net ( 86 ) ( 98 ) ( 119 )

Debt refinancing expense ( 13 ) — —

Income before income taxes 393 451 393

70 unchanged sentences

Net income — — 298 — 298

Other comprehensive income, net of income taxes — — — 42 42

Other comprehensive loss, net of income taxes — — — ( 2 ) ( 2 )

Dividends ($ 0.92 per share declared and paid)

3 unchanged sentences

Net income — — 352 — 352

Other comprehensive income, net of income taxes — — — ( 2 ) ( 2 )

Other comprehensive loss, net of income taxes — — — ( 15 ) ( 15 )

Dividends ($ 0.92 per share declared and paid)

35 unchanged sentences

Net cash used in investing activities ( 161 ) ( 120 ) ( 110 )

Cash used in financing activities

Cash (used in) provided by financing activities

Repayment of long-term debt ( 108 ) ( 150 ) ( 262 )

Dividends paid ( 192 ) ( 192 ) ( 192 )

Proceeds from term loan refinancing (1)

Repayments of existing term loan (1)

Other financing activities ( 6 ) ( 4 ) ( 3 )

2 unchanged sentences

Cash and cash equivalents:

Increase (decrease) in cash and cash equivalents 22 77 ( 126 )

Increase in cash and cash equivalents 10 22 77

Balance as of beginning of the year 137 115 38

2 unchanged sentences

Income taxes 67 125 90

(1) Represents cash inflows and outflows due to changes in term loan lender composition.

Significant non-cash investing and financing activities

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The allowance for doubtful accounts was not material as of December 31, 2025 and 2024.

We are party to a factoring agreement with JP Morgan Chase Bank N.A.

to sell certain accounts receivable up to $ 95 million.

We are party to a factoring agreement with a financial institution to sell certain accounts receivable up to $ 95 million.

We had no outstanding balance owed under the factoring arrangement as of December 31, 2025 and 2024.

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Supply Chain Financing:

During the year ended December 31, 2023, we initiated a voluntary Supply Chain Finance program (the “SCF”) with a global financial institution (the “SCF Bank”).

We have an ongoing Supply Chain Finance program (the “SCF”) with a global financial institution (the “SCF Bank”).

Under the SCF, qualifying suppliers may elect to sell their receivables from us to the SCF Bank.

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All outstanding amounts related to suppliers participating in the SCF are recorded within accounts payable in the consolidated balance sheet and associated payments are included as an operating cash flow in the consolidated statement of cash flows.

Our outstanding obligations confirmed as valid under our SCF for the year ended December 31, 2024 is as follows:

Our outstanding obligations confirmed as valid under our SCF was as follows:

As of December 31,

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The carrying values of cash equivalents, accounts receivables, other receivables, related party receivables, accounts payable, related party payables and accrued and other current liabilities are reasonable estimates of their fair values as of December 31, 2025 and 2024 due to the short-term nature of these instruments.

Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

Recently Adopted Accounting Guidance:

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting , and subsequently in January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848):

Scope , both of which provide optional expedients to applying the guidance on contract modifications, hedge accounting, and other transactions, to simplify the accounting for transitioning from the London Interbank Offered Rate (“LIBOR”), and other interbank offered rates expected to be discontinued, to alternative reference rates.

Each of these ASUs were effective upon its issuance and could be applied prospectively through December 31, 2022.

In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848 , which amended the sunset date of the guidance in Topic 848 to December 31, 2024 from December 31, 2022.

We adopted the standards as of January 1, 2023.

As a result of the planned phase out of the LIBOR as a reference rate and adoption of ASU 2020-04 and ASU 2021-01, in February 2023 we amended our external debt facilities and related interest rate swaps to replace the interest rate benchmark from LIBOR to the Secured Overnight Financing Rate (“SOFR”), and applied practical expedients under the guidance.

The adoption of these ASUs did not have a material impact on our consolidated financial statements.

In September 2022, FASB issued ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations .

These amendments require disclosure of the key terms of outstanding supplier finance programs and a rollforward of the related obligations.

These amendments were effective for fiscal years beginning after December 31, 2022, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 31, 2023.

We adopted the standard as of January 1, 2023.

The adoption relates to disclosure only and does not have an impact on the amounts recognized in our consolidated financial statements.

In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280) , which enhances disclosures about significant segment expenses by requiring disclosure of incremental segment information on an annual and interim basis.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280) , which enhances disclosures about significant segment expenses by requiring disclosure of incremental segment information on an annual and interim basis.

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.

We adopted the standard as of January 1, 2024, with no material impact on our consolidated financial statements.

Recently Issued Accounting Guidance:

In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740) , which enhances disclosures within the income tax rate reconciliation and information disclosed related to income taxes paid, and requires disaggregation of certain financial statement captions between domestic, foreign, federal and state.

This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

We are currently assessing the impact of this standard on our consolidated financial statements.

In March 2024, the SEC adopted final rules under SEC Release No.

33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors , which will require public companies to include climate-related disclosures in their annual reports and registration statements.

The final rules will require, among other matters, information about climate-related risks that have materially impacted, or are reasonably likely to have a material impact on, a registrant, including on its strategy, results of operations, or financial condition.

In addition, under the final rules, certain disclosures related to severe weather events and other natural conditions will be required in the audited financial statements.

The disclosure requirements related to financial statements are expected to be effective for our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

We are currently assessing the impact of these rules on our consolidated financial statements and related disclosures.

We adopted the standard, prospectively, as of January 1, 2025, with no material impact on our consolidated financial statements.

Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

Recently Issued Accounting Guidance:

In November 2024, FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) , which will require additional disclosure about specific expense categories included in the income statement.

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We are currently assessing the impact of this standard on our consolidated financial statements and related disclosures.

Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

In September 2025, FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), which updates the accounting for internal-use software costs by increasing the operability of the recognition guidance considering different methods of software development.

This ASU is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted.

We are currently assessing the impact of this standard on our consolidated financial statements.

In November 2025, FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements, which updates hedge accounting requirements.

This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted.

We are currently assessing the impact of this standard on our consolidated financial statements.

In December 2025, FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow Scope Improvements, which clarifies interim disclosure requirements.

This ASU is effective for interim reporting periods beginning after December 15, 2027, with early adoption permitted.

We are currently assessing the impact of this standard on our consolidated financial statements.

Note 3 – Inventories

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Depreciation expense was $ 104 million, $ 98 million and $ 93 million for the years ended December 31, 2025, 2024 and 2023, respectively, of which $ 95 million, $ 89 million and $ 82 million, respectively, was recognized in cost of sales and $ 9 million, $ 9 million and $ 11 million, respectively, was recognized in selling, general and administrative expenses.

Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

Note 5 – Goodwill and Intangible Assets

2 unchanged sentences

Balance as of December 31, 2023 $ 794 $ 505 $ 298 $ 298 $ 1,895

Acquisition of business (1)

Movements — — — — —

Balance as of December 31, 2024 794 505 298 298 1,895

1 unchanged sentence

Balance as of December 31, 2025 $ 794 $ 505 $ 298 $ 298 $ 1,895

(1) During the year ended December 31, 2023, we recognized $ 16 million of goodwill associated with the acquisition of Atacama Manufacturing Inc.

The acquisition did not have a material impact on our financial statements.

Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

Intangible assets, net consisted of the following:

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External Debt Facilities

In February 2020, we entered into new external debt facilities (“External Debt Facilities”), which consisted of (i) a $ 2,475 million senior secured term loan facility (“Term Loan Facility”);

and (ii) a $ 250 million senior secured revolving credit facility (“Revolving Facility”).

In February 2023, we amended the External Debt Facilities (“Amendment No.

1”) which replaced the interest rate benchmark from LIBOR to the SOFR.

Additionally, in November 2023, we further amended the External Debt Facilities (“Amendment No.

2”) to extend the maturity of the Revolving Facility by one year.

In October 2024, we further amended our External Debt Facilities (“Amendment No.

3”) to replace the undrawn $ 250 million revolving facility maturing in February 2026 with an undrawn $ 700 million revolving facility maturing in October 2029.

Other than the foregoing, the material terms of the External Debt Facilities, as amended by Amendment No.

1, Amendment No.

2 and Amendment No.

3 (“Amended External Debt Facilities”) remained unchanged, and our election to use practical expedients under ASU 2020-04 and ASU 2021-01, as described in Note 2 - Summary of Significant Accounting Policies, resulted in no material impacts on our consolidated financial statements.

Borrowings under the Amended External Debt Facilities bear interest at a rate per annum equal to, at our option, either a base rate plus an applicable margin of 0.75 % or a SOFR plus an applicable margin of 1.75 %.

Our external debt facilities (“External Debt Facilities”) consist of a senior secured term loan facility (“Term Loan Facility”) and a $ 700 million senior secured revolving credit facility (“Revolving Facility”) in a syndicated loan arrangement.

During March 2025, we amended the Term Loan Facility, replacing the then-existing facility, which was originally set to mature in February 2027, with a new $ 1,645 million facility maturing in March 2032 (“Amendment No.

Other than the new maturity date and the recommencement of quarterly amortization payments, the material terms of our External Debt Facilities as a result of Amendment No.

4 remain unchanged.

In connection with Amendment No.

4 to our syndicated loan arrangement, we evaluated the accounting treatment of deferred and new debt transaction costs on a creditor-by-creditor basis in accordance with GAAP.

This analysis resulted in the recognition of a debt refinancing expense of $ 13 million during fiscal year 2025, comprised of $ 12 million of new fees allocated to modified loans and $ 1 million of deferred financing transaction costs and original issue discount expensed related to extinguished loans.

This expense is presented separately in our condensed consolidated statements of income.

Additionally, during fiscal year 2025, we capitalized $ 1 million of qualifying financing-related costs associated with Amendment No.

These costs, along with $ 7 million of remaining deferred financing transaction costs, will be amortized over the remaining term of the Term Loan Facility, subject to acceleration for early term loan principal payments.

Borrowings under the External Debt Facilities bear interest at a rate per annum equal to, at our option, either a base rate plus an applicable margin of 0.75 % or a SOFR plus an applicable margin of 1.75 %.

We have entered into a series of interest rate swaps to hedge a portion of the interest rate exposure resulting from these borrowings.

Refer to Note 8 – Financial Instruments for further details.

The Amended External Debt Facilities contain a springing financial covenant requiring compliance with a ratio of first lien net indebtedness to consolidated EBITDA, applicable solely to the Revolving Facility.

The External Debt Facilities contain a springing financial covenant requiring compliance with a ratio of first lien net indebtedness to consolidated EBITDA, applicable solely to the Revolving Facility.

The financial covenant is tested on the last day of any fiscal quarter only if the aggregate principal amount of borrowings under the Revolving Facility and drawn but unreimbursed letters of credit exceed 35 % of the total amount of commitments under the Revolving Facility on such day.

We are currently in compliance with the covenants contained in our External Debt Facilities.

If an event of default occurs, the lenders under the Amended External Debt Facilities are entitled to take various actions, including the acceleration of amounts due under the Amended External Debt Facilities and all actions permitted to be taken by secured creditors.

If an event of default occurs, the lenders under the External Debt Facilities are entitled to take various actions, including the acceleration of amounts due under the External Debt Facilities and all actions permitted to be taken by secured creditors.

Term Loan Facility

The Term Loan Facility matures in February 2027.

As a result of voluntary principal repayments, the Term Loan Facility has no remaining quarterly amortization payments due.

During the years ended December 31, 2024 and 2023, we made voluntary principal repayments of $ 150 million and $ 250 million, respectively.

The Term Loan Facility matures in March 2032.

The Term Loan Facility amortizes in equal quarterly installments of $ 4 million, which commenced in June 2025, with the balance payable on maturity.

During the years ended December 31, 2025 and 2024, we made voluntary principal repayments of $ 100 million and $ 150 million.

As a result of voluntary principal repayments made after amending our External Debt Facilities, the Term Loan Facility has no quarterly amortization payments due until December 2028, when the quarterly amortization payments will recommence.

Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

Revolving Facility

3 unchanged sentences

As of December 31, 2025, we had no outstanding borrowings under the Revolving Facility, and we had $ 7 million of letters of credit outstanding, which reduces the borrowing capacity under the Revolving Facility.

Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

Fair Value of Our Long-Term Debt

13 unchanged sentences

(in millions)

Thereafter 1,550

Total long-term debt $ 1,586

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Present value of lease liabilities $ 104 $ 14 $ 118

As of December 31, 2024, we had an additional $ 17 million in commitments related to operating leases executed that have not yet commenced.

The leases are expected to commence during 2025.

As of December 31, 2025, we had no material commitments related to operating leases executed that have not yet commenced.

Reynolds Consumer Products Inc.

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During the years ended December 31, 2025 and 2024, new leases and lease modifications resulted in the recognition of operating ROU assets and corresponding operating lease liabilities totaling $ 32 million and $ 53 million, respectively.

During the year ended December 31, 2023, new leases resulted in the recognition of finance lease ROU assets and corresponding finance lease liabilities totaling $ 6 million.

New leases and lease modifications resulting in the recognition of finance lease ROU assets and corresponding finance lease liabilities were not material during the year ended December 31, 2024.

New leases and lease modifications resulting in the recognition of finance lease ROU assets and corresponding finance lease liabilities were not material during the years ended December 31, 2025 and 2024.

During the years ended December 31, 2025, 2024 and 2023, cash flows from operating activities in the consolidated statements of cash flows reflected $ 27 million, $ 21 million and $ 18 million, respectively, of payments for operating lease liabilities.

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Interest Rate Derivatives

During 2020 and 2022, we entered into a series of interest rate swaps to fix the LIBOR of our External Debt Facilities.

In February 2023, we amended our interest rate swaps to replace the interest rate benchmark from LIBOR to SOFR.

Other than the foregoing, the material terms of the interest rate swap agreements remain unchanged, and our election to use practical expedients under ASUs 2020-04 and 2021-01, as described in Note 2 - Summary of Significant Accounting Policies, resulted in no material impacts on our consolidated financial statements.

The aggregate notional amount of the interest rate swaps still in effect as of December 31, 2024 was $ 1,150 million, and the SOFR is fixed at an annual rate of 0.40 % to 3.40 % (for an annual effective interest rate of 2.15 % to 5.15 %, including margin).

The interest rate swaps outstanding as of December 31, 2024 hedge a portion of the interest rate exposure resulting from our Term Loan Facility for periods ranging from one to two years .

We classified these instruments as cash flow hedges.

We have entered into a series of interest rate swaps to fix the SOFR of our External Debt Facilities.

The aggregate notional amount of the interest rate swaps in effect as of December 31, 2025 and 2024 was $ 1,000 million and $ 1,150 million, respectively.

The SOFR of the swaps in effect is fixed at an annual rate of 2.66 % to 3.40 % (for an annual effective interest rate of 4.41 % to 5.15 %, including margin).

These interest rate swaps that are in effect have maturity dates of less than one year , and a weighted average effective rate of 4.71 %.

Additionally, during the year ended December 31, 2025, we entered into additional interest rate swaps with forward start dates beginning in February 2026, that had an aggregate notional value of $ 900 million, which fixes the SOFR to an annual rate of 3.33 % to 3.41 % (for an annual effective interest rate of 5.08 % to 5.16 %, including margin).

These interest rate swaps with forward start dates have maturity dates between March 2028 and March 2031, and a weighted average effective rate of 5.12 %.

The interest rate swaps outstanding as of December 31, 2025 hedge a portion of the interest rate exposure resulting from borrowings under our Term Loan Facility.

We have classified these instruments as cash flow hedges.

Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

The following table provides the notional amounts, the annual rates, the weighted average annual effective rates, and the fair value of our interest rate derivatives:

(In millions) Notional Amount Annual Rate Weighted Average Annual Effective Rate Fair Value - Other Current Assets Fair Value - Other Assets

As of December 31, 2024 $ 1,150 2.15 % to 5.15 %

4.38 % $ 15 $ 1

As of December 31, 2023 $ 1,150 2.15 % to 5.15 %

4.38 % $ 23 $ 7

The fair value of the assets and liabilities associated with our interest rate swaps, as reflected gross in the consolidated balance sheets, were as follows:

As of December 31, 2025

(in millions)

Other current assets $ 1 $ 15

Other assets 1 1

Total assets $ 2 $ 16

Accrued and other current liabilities $ — $ —

Other liabilities 1 —

Total liabilities $ 1 $ —

Note 9 – Benefit Plans

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A portion of our accrued benefit obligation has been recorded in accumulated other comprehensive income as follows:

December 31, 2022 Changes As of

December 31, 2023 Changes As of

December 31, 2024

(in millions)

Net actuarial gain $ 29 $ 15 $ 44 $ ( 4 ) $ 40

Deferred income tax expense ( 6 ) ( 4 ) ( 10 ) 1 ( 9 )

Accumulated other comprehensive income $ 23 $ 11 $ 34 $ ( 3 ) $ 31

Net Actuarial Gain Deferred Income Tax Expense Accumulated Other Comprehensive Income

As of December 31, 2023 $ 44 $ ( 10 ) $ 34

Changes ( 4 ) 1 ( 3 )

As of December 31, 2024 40 ( 9 ) 31

Changes ( 4 ) 1 ( 3 )

As of December 31, 2025 36 ( 8 ) 28

We used the following weighted-average assumptions to determine our postretirement benefit obligations:

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Components of Net Periodic Postretirement Costs:

Our total net periodic pension and postretirement benefit cost for each of the years ended December 31, 2024, 2023 and 2022 was not material.

Our total net periodic postretirement benefit cost for each of the years ended December 31, 2025, 2024 and 2023 was not material.

We used the following weighted-average assumptions to determine our net periodic postretirement health care cost:

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(in millions)

IPO and separation-related costs (1)

Costs to execute strategic initiatives (1)

CEO transition costs (2)

Other expense, net $ 40 $ — $ —

(1) Reflects costs related to our separation to operate as a stand-alone public company and the IPO process.

(1) Reflects costs related to the execution of cost savings and revenue growth strategic initiatives.

(2) Reflects compensation and other costs related to the CEO transition effective January 1, 2025

Note 13 – Commitments and Contingencies

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Balance as of December 31, 2022 $ ( 7 ) $ 23 $ 36 $ 52

(Loss) gain arising during the period ( 1 ) 16 48 63

Gain arising during the period — 18 12 30

Reclassification to earnings — ( 3 ) ( 29 ) ( 32 )

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Balance as of December 31, 2023 $ ( 7 ) $ 34 $ 23 $ 50

Gain arising during the period — 18 12 30

Gain (loss) arising during the period ( 3 ) 2 20 19

Reclassification to earnings — ( 6 ) ( 32 ) ( 38 )

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Balance as of December 31, 2024 $ ( 10 ) $ 31 $ 14 $ 35

(Loss) gain arising during the period ( 3 ) 2 20 19

Gain arising during the period 2 2 2 6

Reclassification to earnings — ( 6 ) ( 21 ) ( 27 )

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Total income tax expense $ 92 $ 99 $ 95

Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

A reconciliation of income taxes computed at the U.S.

Federal statutory income tax rate of 21% for 2025 to our income tax expense was as follows:

For the Year Ended December 31,

(in millions) Percent

Federal statutory tax rate $ 83 21.0 %

State and local income taxes, net of Federal income tax effect (1)

Foreign tax effects 1 0.1 %

Effects of cross-border tax laws ( 1 ) ( 0.2 ) %

Tax credits ( 1 ) ( 0.3 ) %

Changes in valuation allowances 2 0.6 %

Changes in unrecognized tax benefits 2 0.6 %

Income tax expense and effective tax rate $ 92 23.3 %

(1) State taxes in Wisconsin, California and Minnesota made up the majority (greater than 50%) of the tax effect in this category.

A reconciliation of income taxes computed at the U.S.

Federal statutory income tax rate of 21% for 2024 and 2023, to our income tax expense was as follows:

For the Years Ended December 31,

2024 2023 2022

(in millions)

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Inventory 8 8

Reserves 11 5

Tax losses 6 4

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Increase associated with tax positions taken during the current year 1 1 2

(Decrease) increase associated with tax positions taken in prior years ( 1 ) 1 1

Increase (decrease) associated with tax positions taken in prior years 1 ( 1 ) 1

Ending unrecognized tax benefits $ 13 $ 11 $ 11

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Notes to the Consolidated Financial Statements

The components of cash paid for income taxes, net of refunds received, were as follows:

For the Year Ended December 31,

(in millions)

Net cash taxes paid $ 67

On July 4, 2025, the U.S.

government enacted the One Big Beautiful Bill Act (“OBBBA”) which includes, among other provisions, changes to the U.S.

corporate income tax system, including the allowance of 100% expensing of qualified asset expenditures, immediate expensing of qualifying domestic research and development expenses and permanent extensions of certain other provisions within the Tax Cuts and Jobs Act.

Certain provisions are effective for 2025, beginning January 19, 2025.

The enactment did not have a material impact on our effective tax rate for the year ended December 31, 2025.

Note 16 – Segment Information

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This reflects how our CODM monitors performance, allocates capital and makes strategic and operational decisions.

Effective January 1, 2025, we updated our segment reporting to reflect our international business based on product category alignment, as opposed to the entirety of international results historically being reported in the Reynolds Cooking & Baking segment.

All prior period segment disclosures have been recast to reflect this reassignment.

Our composition of operating segments and reportable segments did not change, and this reassignment had no effect on our previously reported consolidated results of operations.

Our segments are described as follows:

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Our Reynolds Cooking & Baking segment produces branded and store brand aluminum foil, disposable aluminum pans, parchment paper, freezer paper, wax paper, butcher paper, plastic wrap, baking cups, oven bags and slow cooker liners.

Our branded products are sold under the Reynolds Wrap, Reynolds KITCHENS and EZ Foil brands in the United States and selected international markets, under the ALCAN brand in Canada and under the Diamond brand outside of North America.

Our branded products are sold under the Reynolds Wrap, Reynolds Kitchens and EZ Foil brands in the United States and select international markets, under the ALCAN brand in Canada and under the Diamond brand outside of North America.

Hefty Waste & Storage

Our Hefty Waste & Storage segment produces both branded and store brand trash and food storage bags.

Our branded products are sold under the Hefty Ultra Strong and Hefty Strong brands for trash bags, and as the Hefty and Baggies brands for our food storage bags.

Our branded products are sold under the Hefty Ultra Strong and Hefty Strong brands for trash bags in the U.S.

and select international markets, and as the Hefty brand for our food storage bags in the U.S.

Our food storage bags are sold internationally as Reynolds, Diamond, or Hefty Basics brands based on the region.

Hefty Tableware

Our Hefty Tableware segment sells both branded and store brand disposable and compostable plates, bowls, platters, cups and cutlery.

Our Hefty branded products include dishes and party cups.

Our Hefty branded products include dishes, party cups, cutlery and containers.

Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

Presto Products

Our Presto Products segment primarily sells store brand products in four main categories:

food storage bags, trash bags, reusable storage containers and plastic wrap.

Our Presto Products segment primarily sells store brand products in three main consumer categories:

food storage bags, trash bags and plastic wrap.

Our Presto Products segment also includes our specialty business, which serves other consumer products companies by providing Fresh-Lock and Slide-Rite resealable closure systems.

1 unchanged sentence

We present segment adjusted EBITDA (“Adjusted EBITDA”) as this is the financial measure by which management and our CODM evaluates the performance of each segment and allocates resources (including employees, property and financial or capital resources) for each segment, predominantly in the annual budgeting and forecasting process.

The CODM considers budget-to-actual variances on a monthly basis when making decisions about allocating capital and personnel to the segments.

Adjusted EBITDA represents each segment’s earnings before interest, tax, depreciation and amortization and may be further adjusted to exclude IPO and separation-related costs, as well as certain other non-recurring items, if applicable.

The CODM considers budget-to-actual variances on a monthly basis, as well as performance versus the prior year, when making decisions about allocating capital and personnel to the segments.

Adjusted EBITDA represents each segment’s earnings before interest, tax, depreciation and amortization and may be further adjusted to exclude certain other items, if applicable.

Total assets by segment are those assets directly associated with the respective operating activities, comprising inventory, property, plant and equipment and operating lease right-of-use assets.

Other assets, such as cash, accounts receivable and intangible assets, are monitored on an entity-wide basis and not included in segment information that is regularly reviewed by our CODM.

Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

The accounting policies applied by our segments are the same as those described in Note 2 - Summary of Significant Accounting Policies.

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Total assets 563 282 259 252 1,356 3,517 4,873

Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

& Baking Hefty

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The CODM allocates resources and assesses performance on a consolidated level for these other segment items.

Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

The following table presents a reconciliation of segment Adjusted EBITDA to consolidated GAAP income before income taxes:

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Interest expense, net ( 86 ) ( 98 ) ( 119 )

IPO and separation-related costs — — ( 12 )

Other — — ( 3 )

Debt refinancing expense (1)

Costs to execute strategic initiatives (2)

CEO transition costs (3)

Consolidated GAAP income before income taxes $ 393 $ 451 $ 393

(1) Reflects the expense recorded related to our March 2025 Term Loan Facility refinancing.

(2) Reflects costs related to the execution of cost savings and revenue growth strategic initiatives.

(3) Reflects compensation and other costs related to the CEO transition effective January 1, 2025.

Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

Information in Relation to Products

3 unchanged sentences

(in millions)

Waste and storage products (1)

$ 1,555 $ 1,535 $ 1,550

Cooking products $ 1,259 $ 1,206 $ 1,237

Waste products (1)

Tableware products 850 936 984

Storage products (1)

Unallocated ( 5 ) ( 3 ) 6

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Long-lived assets $ 823 $ 758

Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

Entity-wide Disclosures

Net revenues from our largest customer and its affiliates were 48 % of total net revenues for each of the years ended December 31, 2024, 2023 and 2022.

The net revenues from our largest customer were recognized across all of our segments.

Net revenues from our largest customer and its affiliates was 48 % of total net revenues for each of the years ended December 31, 2025, 2024 and 2023.

The net revenues from our largest customer and its affiliates were recognized across all of our segments but concentrated more heavily in our Hefty Waste & Storage and Hefty Tableware segments.

Another customer was 11 % of total net revenues for the year ended December 31, 2025.

Net revenues from this customer are in our Reynolds Cooking & Baking, Hefty Tableware and Presto Products segments.

No other customers accounted for 10% or more of our total net revenues in any of the years presented.

Reynolds Consumer Products Inc.

Notes to the Consolidated Financial Statements

Note 17 – Related Party Transactions

Packaging Finance Limited (“PFL”) owns the majority of our outstanding common stock and owns the majority of the outstanding common stock of Pactiv Evergreen Inc.

Packaging Finance Limited (“PFL”) owns the majority of our outstanding common stock, and until April 1, 2025, owned the majority of the outstanding common stock of Pactiv Evergreen Inc.

and its subsidiaries (“PEI Group”).

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Transactions between us and PEI Group are described below.

On-going Related Party Transactions

For the years ended December 31, 2024, 2023 and 2022, revenues from products sold to PEI Group were $ 77 million, $ 83 million and $ 101 million, respectively.

For the years ended December 31, 2024, 2023 and 2022, products purchased from PEI Group were $ 332 million, $ 381 million and $ 399 million, respectively.

For the years ended December 31, 2024, 2023 and 2022, PEI Group charged us freight and warehousing costs of $ 28 million, $ 37 million and $ 54 million, respectively, which were included in cost of sales.

On April 1, 2025, PFL completed the sale of PEI Group, which was a related party through March 31, 2025, to an unrelated party.

Accordingly, transactions and balances with PEI Group from April 1, 2025 are no longer classified as related party items.

Related party receivables and payables outstanding as of March 31, 2025, have been reclassified to accounts receivable, net and accounts payable, respectively.

The related party cash flow amounts presented reflect only activity through March 31, 2025.

This change does not affect the presentation of historical related party disclosures.

For the years ended December 31, 2025, 2024 and 2023, revenues from products sold to PEI Group as a related party were $ 17 million, $ 77 million and $ 83 million, respectively.

For the years ended December 31, 2025, 2024 and 2023, products purchased from PEI Group as a related party were $ 51 million, $ 332 million and $ 381 million, respectively.

For the years ended December 31, 2025, 2024 and 2023, PEI Group as a related party charged us freight and warehousing costs of $ 4 million, $ 28 million and $ 37 million, respectively, which were included in cost of sales.

The resulting related party receivables and payables are settled regularly with PEI Group in the normal course of business.

3 unchanged sentences

On January 29, 2026, our Board of Directors approved a cash dividend of $ 0.23 per common share to be paid on February 27, 2026 to shareholders of record on February 13, 2026.

Term Loan Facility

Subsequent to December 31, 2024, we made a voluntary principal payment of $ 50 million related to our Term Loan Facility.

Except as described above, there have been no events subsequent to December 31, 2024 which would require accrual or disclosure in these consolidated financial statements.

Segment Realignment

On February 4, 2026, we announced an organizational realignment that is designed to increase efficiencies, sharpen the focus on innovation and establish a structure to better unlock growth opportunities.

As part of this realignment, the Hefty Waste & Storage and Presto Products segments have been reorganized into two new reportable segments, separating our waste bags and food storage operations.

The Reynolds Cooking & Baking and Hefty Tableware segments remain unchanged.

The impacts of this change, including the recast of comparative segment disclosures, will be reflected beginning in the first quarter of 2026.

Except as described above, there have been no events subsequent to December 31, 2025 which would require recognition or disclosure in these consolidated financial statements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data