What changed in this filing

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Item 1. Financial Statements

2025-11-05 compared with 2025-08-07 · 142 added, 85 removed, 398 unchanged (36% of the section changed)

3 unchanged sentences

(Dollars in thousands)

June 30, 2025 June 30, 2024 Dec.

30, 2025 Sept.

30, 2024 Dec.

(unaudited) (unaudited)

31 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the three and six months ended June 30, 2025 and 2024

For the three and nine months ended September 30, 2025 and 2024

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

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

30, 2025 Sept.

30, 2024 Sept.

30, 2025 Sept.

Net sales $ 2,008,739 $ 1,745,124 $ 5,014,561 $ 4,443,527

3 unchanged sentences

Rationalization charges 7,189 19,483 28,012 38,033

Other pension and postretirement (income) ( 140 ) ( 409 ) ( 327 ) ( 816 )

Other pension and postretirement (income) expense ( 807 ) 118 ( 1,134 ) ( 698 )

Income before interest and income taxes 198,658 167,287 496,733 420,859

15 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the three and six months ended June 30, 2025 and 2024

For the three and nine months ended September 30, 2025 and 2024

(Dollars in thousands)

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

30, 2025 Sept.

30, 2024 Sept.

30, 2025 Sept.

Net income $ 113,293 $ 100,053 $ 270,199 $ 231,314

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six months ended June 30, 2025 and 2024

For the nine months ended September 30, 2025 and 2024

(Dollars in thousands)

23 unchanged sentences

Repayment of principal amounts under finance leases ( 3,970 ) ( 27,281 )

Proceeds from issuance of long-term debt 703,620 —

Repayments of long-term debt ( 706,274 ) ( 100,000 )

1 unchanged sentence

Dividends paid on common stock ( 64,773 ) ( 61,754 )

Debt issuance costs ( 8,299 ) —

Repurchase of common stock ( 66,160 ) ( 7,735 )

10 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the three and six months ended June 30, 2025 and 2024

For the three and nine months ended September 30, 2025 and 2024

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

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

30, 2025 Sept.

30, 2024 Sept.

30, 2025 Sept.

Common stock - shares outstanding

2 unchanged sentences

Net issuance of treasury stock for vested restricted stock units

Repurchases of common stock

( 1,325 ) — ( 1,325 ) —

Balance at end of period

31 unchanged sentences

— 49 ( 5,829 ) ( 6,234 )

Repurchases of common stock

( 59,772 ) — ( 59,772 ) —

Balance at end of period

5 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2025 and 2024 and for the

three and six months then ended is unaudited)

(Information at September 30, 2025 and 2024 and for the

three and nine months then ended is unaudited)

Significant Accounting Policies

7 unchanged sentences

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, 2024.

We review goodwill for impairment as of July 1 of each year and more frequently if circumstances indicate a possible impairment.

We determined that our goodwill was not impaired in our annual 2025 assessment performed during the third quarter.

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 were as follows:

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

30, 2025 Sept.

30, 2024 Sept.

30, 2025 Sept.

(Dollars in thousands)

4 unchanged sentences

Revenues by geography were as follows:

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

30, 2025 Sept.

30, 2024 Sept.

30, 2025 Sept.

(Dollars in thousands)

2 unchanged sentences

$ 2,008,739 $ 1,745,124 $ 5,014,561 $ 4,443,527

Our contract assets primarily consist of unbilled accounts receivable related to over time revenue recognition and were $ 121.7 million, $ 101.4 million, and $ 115.6 million as of June 30, 2025 and 2024 and December 31, 2024, respectively.

Our contract assets primarily consist of unbilled accounts receivable related to over time revenue recognition and were $ 122.3 million, $ 110.7 million, and $ 115.6 million as of September 30, 2025 and 2024 and December 31, 2024, respectively.

Unbilled receivables are included in trade accounts receivable, net on our Condensed Consolidated Balance Sheets.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2025 and 2024 and for the

three and six months then ended is unaudited)

(Information at September 30, 2025 and 2024 and for the

three and nine months then ended is unaudited)

Rationalization Charges

2 unchanged sentences

Rationalization charges by segment were as follows:

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

30, 2025 Sept.

30, 2024 Sept.

30, 2025 Sept.

(Dollars in thousands)

12 unchanged sentences

Utilized and currency translation ( 8,117 ) ( 7,368 ) ( 11,252 ) ( 26,737 )

Balance at June 30, 2025

Balance at September 30, 2025

$ 30,593 $ — $ — $ 30,593

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 June 30, 2025 were recorded in our Condensed Consolidated Balance Sheet as accrued liabilities of $ 6.5 million and other liabilities of $ 24.9 million.

Rationalization reserves as of September 30, 2025 were recorded in our Condensed Consolidated Balance Sheet as accrued liabilities of $ 6.0 million and other liabilities of $ 24.6 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 $ 16.0 million and $ 20.7 million, respectively.

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2025 and 2024 and for the

three and six months then ended is unaudited)

(Information at September 30, 2025 and 2024 and for the

three and nine months then ended is unaudited)

Accumulated Other Comprehensive Loss

13 unchanged sentences

Other comprehensive income 6,041 260 124,890 131,191

Balance at June 30, 2025

Balance at September 30, 2025

$ ( 123,947 ) $ ( 4,779 ) $ ( 93,440 ) $ ( 222,166 )

The amounts reclassified to earnings from the unrecognized net defined benefit plan costs component of accumulated other comprehensive loss for the three and six months ended June 30, 2025 were net (losses) of $( 1.8 ) million and $( 3.6 ) million, respectively, excluding income tax benefits of $ 0.4 million and $ 0.8 million, respectively.

For the three and six months ended June 30, 2025, these net (losses) consisted primarily of amortization of net actuarial (losses) of $( 1.8 ) million and $( 3.6 ) million, respectively.

Amortization of net actuarial losses and net prior service credit was recorded in other pension and postretirement income in our Condensed Consolidated Statements of Income.

The amounts reclassified to earnings from the unrecognized net defined benefit plan costs component of accumulated other comprehensive loss for the three and nine months ended September 30, 2025 were net (losses) of $( 1.3 ) million and $( 4.9 ) million, respectively, excluding income tax benefits of $ 0.3 million and $ 1.1 million, respectively.

For the three and nine months ended September 30, 2025, these net (losses) consisted primarily of amortization of net actuarial (losses) of $( 1.3 ) million and $( 4.9 ) million, respectively.

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 and six months ended June 30, 2025 were not significant.

Other comprehensive income before reclassifications related to foreign currency translation for the three and six months ended June 30, 2025 consisted of (i) foreign currency gains related to translation of quarter end financial statements of foreign subsidiaries utilizing a functional currency other than the U.S.

The amounts reclassified to earnings from the change in fair value of derivatives component of accumulated other comprehensive loss for the three and nine months ended September 30, 2025 were not significant.

Other comprehensive income before reclassifications related to foreign currency translation for the three and nine months ended September 30, 2025 consisted of (i) foreign currency gains related to translation of quarter end financial statements of foreign subsidiaries utilizing a functional currency other than the U.S.

dollar of $ 8.7 million and $ 234.1 million, respectively, and (ii) foreign currency (losses) related to our net investment hedges of $( 1.3 ) million and $( 143.0 ) million, respectively, excluding income tax benefits of $ 0.3 million and $ 33.8 million, respectively.

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2025 and 2024 and for the

three and six months then ended is unaudited)

(Information at September 30, 2025 and 2024 and for the

three and nine months then ended is unaudited)

Inventories consisted of the following:

June 30, 2025 June 30, 2024 Dec.

30, 2025 Sept.

30, 2024 Dec.

(Dollars in thousands)

8 unchanged sentences

Long-term debt consisted of the following:

June 30, 2025 June 30, 2024 Dec.

30, 2025 Sept.

30, 2024 Dec.

(Dollars in thousands)

8 unchanged sentences

2¼% Senior Notes 587,500 558,000 517,750

4¼% Senior Notes 705,000 — —

1.4 % Senior Secured Notes

6 unchanged sentences

$ 3,812,233 $ 2,553,659 $ 3,419,921

At June 30, 2025, the current portion of long-term debt consisted of $ 640.0 million of U.S.

At September 30, 2025, the current portion of long-term debt consisted of $ 550.0 million of U.S.

revolving loans, $ 17.6 million of Euro revolving loans, $ 8.5 million of U.S.

4 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2025 and 2024 and for the

three and six months then ended is unaudited)

(Information at September 30, 2025 and 2024 and for the

three and nine months then ended is unaudited)

4 ¼ % SENIOR NOTES

On September 12, 2025, we issued € 600.0 million aggregate principal amount of our 4¼% Senior Notes due 2031, or the 4¼% Senior Notes, at 100 percent of their principal amount in a private placement in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended.

The 4¼% Senior Notes are guaranteed by our U.S.

subsidiaries that guarantee the Credit Agreement, the 1.4 % Senior Secured Notes, the 4⅛% Senior Notes and the 2¼% Senior Notes.

The 4¼% Senior Notes are not guaranteed by any of our subsidiaries that do not guarantee the Credit Agreement, the 1.4 % Senior Secured Notes, the 4⅛% Senior Notes and the 2¼% Senior Notes, any of our non-U.S.

subsidiaries and any of our non-wholly owned subsidiaries.

The guarantee of each subsidiary guarantor will be released to the extent such subsidiary no longer guarantees the Credit Agreement or when the 1.4 % Senior Secured Notes are paid off on or before they mature on April 1, 2026, provided we do not issue any other debt securities for which a U.S.

subsidiary provides a guarantee before that date.

The 4¼% Senior Notes and the related guarantees are general senior unsecured obligations of us and the subsidiary guarantors, respectively, and are (i) effectively subordinated to all of our and the subsidiary guarantors’ existing and future secured indebtedness, including secured indebtedness under the Credit Agreement and the 1.4 % Senior Secured Notes, to the extent of the value of the assets securing such indebtedness, (ii) equal in right of payment with all of our and the subsidiary guarantors’ existing and future senior indebtedness, including the 4⅛% Senior Notes and the 2¼% Senior Notes, (iii) senior to all of our and the subsidiary guarantors’ existing and future subordinated indebtedness, and (iv) structurally subordinated to the existing and future indebtedness and other liabilities (including trade payables) of our non-guarantor subsidiaries.

The 4¼% Senior Notes will mature on February 15, 2031.

Interest on the 4¼% Senior Notes is payable semiannually on February 15 and August 15 of each year, commencing on February 15, 2026.

The 4¼% Senior Notes were issued pursuant to, and are governed by, that certain indenture, dated as of September 12, 2025, among us, certain of our U.S.

subsidiaries, U.S.

Bank Trust Company, National Association, as trustee, U.S.

Bank Europe DAC, UK Branch, as paying agent, and U.S.

Bank Europe DAC, as registrar and transfer agent, which indenture contains covenants that are generally less restrictive than those in the Credit Agreement and substantially similar to the covenants in the indentures for the 1.4 % Senior Secured Notes, the 4⅛% Senior Notes and the 2¼% Senior Notes.

The 4¼% Senior Notes are redeemable, at our option, in whole or in part, at any time on or after September 15, 2027 initially at 102.125 percent of their principal amount, plus accrued and unpaid interest to the redemption date, declining ratably annually to 100 percent of their principal amount, plus accrued and unpaid interest to the redemption date, on or after September 15, 2029.

At any time before September 15, 2027, we also have the right to redeem the 4¼% Senior Notes, in whole or in part, at a redemption price equal to 100 percent of their principal amount plus a make-whole premium as provided in the indenture for the 4¼% Senior Notes, together with accrued and unpaid interest to the redemption date.

In addition, before September 15, 2027, we have the right to redeem up to 40 percent of the aggregate principal amount of outstanding of the 4¼% Senior Notes with the proceeds from sales of certain kinds of our capital stock at a redemption price equal to 104.250 percent of their principal amount, plus accrued and unpaid interest to the redemption date.

We will be required to make an offer to repurchase the 4¼% Senior Notes at a price of 101 percent of their principal amount, plus accrued and unpaid interest to the date of repurchase, upon the occurrence of a change of control repurchase event as provided in the indenture for the 4¼% Senior Notes.

In connection with any tender offer for, or any other offer to purchase, the 4¼% Senior Notes (including a change of control offer), if holders of no less than 90 percent of the aggregate principal amount of the then outstanding 4¼% Senior Notes validly tender their 4¼% Senior Notes in such offer, we, or a third party making such offer, is entitled to redeem all remaining 4¼% Senior Notes at the price offered to each holder (excluding any early tender, incentive or similar fee).

The net proceeds from the sale of the 4¼% Senior Notes were approximately € 592.4 million after deducting the initial purchasers' discount and estimated offering expenses.

We used the net proceeds from the sale of the 4¼% Senior Notes to repay outstanding Euro revolving loan borrowings under the Credit Agreement.

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2025 and 2024 and for the

three and nine months then ended is unaudited)

Financial Instruments

1 unchanged sentence

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 June 30, 2025:

The following table summarizes the carrying amounts and estimated fair values of our other financial instruments at September 30, 2025:

(Dollars in thousands)

3 unchanged sentences

2¼% Senior Notes 587,500 571,755

4¼% Senior Notes 705,000 708,405

1.4 % Senior Secured Notes

8 unchanged sentences

Financial Instruments Measured at Fair Value

The financial assets and liabilities that were measured on a recurring basis at June 30, 2025 consisted of our cash and cash equivalents and derivative instruments.

The financial assets and liabilities that were measured on a recurring basis at September 30, 2025 consisted of our cash and cash equivalents and derivative instruments.

We measured the fair value of cash and cash equivalents using Level 1 inputs.

3 unchanged sentences

Financial Instruments Not Measured at Fair Value

Our bank debt, 4⅛% Senior Notes, 2¼% Senior Notes and 1.4 % Senior Secured Notes were recorded at historical amounts in our Condensed Consolidated Balance Sheets, as we have not elected to measure them at fair value.

Our bank debt, 4⅛% Senior Notes, 2¼% Senior Notes, 4¼% Senior Notes and 1.4 % Senior Secured 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 1.4 % Senior Secured Notes were estimated based on quoted market prices, a Level 1 input.

Fair values of the 4⅛% Senior Notes, 2¼% Senior Notes, 4¼% Senior Notes and 1.4 % Senior Secured Notes were estimated based on quoted market prices, a Level 1 input.

Derivative Instruments and Hedging Activities

1 unchanged sentence

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

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2025 and 2024 and for the

three and six months then ended is unaudited)

trading or other speculative uses of these financial instruments.

(Information at September 30, 2025 and 2024 and for the

three and nine months then ended is unaudited)

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.

3 unchanged sentences

Interest Rate Swap Agreements

As of June 30, 2025 and December 31, 2024, we had outstanding $ 300 million aggregate notional principal amount of U.S.

As of September 30, 2025 and December 31, 2024, 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 and six months ended June 30, 2025.

The total fair value of our interest rate swaps agreements in effect at June 30, 2025 was not significant.

The total fair value of our interest rate swaps agreements in effect at September 30, 2025 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 and six months ended June 30, 2025.

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 June 30, 2025 was not significant.

The total fair value of our natural gas swap agreements in effect at September 30, 2025 was not significant.

Foreign Currency Exchange Rate Risk

1 unchanged sentence

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 (losses) related to our net investment hedges included in accumulated other comprehensive loss for the three and six months ended June 30, 2025 were $( 96.7 ) million and $( 141.7 ) million, respectively.

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2025 and 2024 and for the

three and six months then ended is unaudited)

Foreign currency (losses) related to our net investment hedges included in accumulated other comprehensive loss for the three and nine months ended September 30, 2025 were $( 1.3 ) million and $( 143.0 ) million, respectively.

Commitments and Contingencies

1 unchanged sentence

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.

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2025 and 2024 and for the

three and nine months then ended is unaudited)

Supply Chain Finance Program

5 unchanged sentences

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 $ 248.4 million, $ 251.0 million and $ 303.7 million at June 30, 2025 and 2024 and December 31, 2024, respectively, and were included in accounts payable in our Condensed Consolidated Balance Sheets.

Suppliers’ invoices included in this SCF program were $ 385.8 million, $ 284.2 million and $ 303.7 million at September 30, 2025 and 2024 and December 31, 2024, respectively, and were included in accounts payable in our Condensed Consolidated Balance Sheets.

Retirement Benefits

The components of the net periodic pension benefit cost were as follows:

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

30, 2025 Sept.

30, 2024 Sept.

30, 2025 Sept.

(Dollars in thousands)

5 unchanged sentences

Net periodic benefit cost $ 1,289 $ 2,064 $ 4,773 $ 5,423

The components of the net periodic other postretirement benefit cost were as follows:

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

The components of the net periodic other postretirement benefit (credit) cost were as follows:

Three Months Ended Nine Months Ended

30, 2025 Sept.

30, 2024 Sept.

30, 2025 Sept.

(Dollars in thousands)

3 unchanged sentences

Amortization of actuarial gains ( 414 ) ( 102 ) ( 586 ) ( 270 )

Net periodic benefit cost $ 57 $ 85 $ 111 $ 168

Net periodic benefit (credit) cost $ ( 410 ) $ 52 $ ( 299 ) $ 220

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2025 and 2024 and for the

three and six months then ended is unaudited)

(Information at September 30, 2025 and 2024 and for the

three and nine months then ended is unaudited)

Silgan and its subsidiaries file U.S.

1 unchanged sentence

The Internal Revenue Service, or IRS, has completed its review of the 2023 tax year with no change to our filed federal income tax return.

We have been accepted into the Compliance Assurance Program for the 2024 and 2025 tax years which provides for the review by the IRS of tax matters relating to our tax return prior to filing.

We have been accepted into the Compliance Assurance Process program for the 2024 and 2025 tax years which provides for the review by the IRS of tax matters relating to our tax return prior to filing.

Treasury Stock

On March 4, 2022, our Board of Directors authorized the repurchase by us of up to an aggregate of $ 300.0 million of our common stock by various means from time to time through and including December 31, 2026.

We did not repurchase any shares of our common stock pursuant to this authorization during the six months ended June 30, 2025.

At June 30, 2025, we had approximately $ 93.3 million remaining under this authorization for the repurchase of our common stock.

During the first six months of 2025, we issued 325,808 treasury shares which had an average cost of $ 3.20 per share for restricted stock units that vested during the period that had been previously issued under our stock-based compensation plans.

During the nine months ended September 30, 2025, we repurchased an aggregate of 1,325,165 shares of our common stock at an average price per share of $ 44.72 , for a total purchase price of $ 59.3 million.

At September 30, 2025, we had approximately $ 34.0 million remaining under this authorization for the repurchase of our common stock.

During the first nine months of 2025, we issued 325,808 treasury shares which had an average cost of $ 3.20 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 127,278 shares of our common stock at an average cost of $ 54.00 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 June 30, 2025, 68,119,316 shares of our common stock were held in treasury.

As of September 30, 2025, 69,444,481 shares of our common stock were held in treasury.

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 six months of 2025, 727,234 restricted stock units were granted to certain of our officers, other key employees and outside directors.

During the first nine months of 2025, 797,234 restricted stock units were granted to certain of our officers, other key employees and outside directors.

The fair value of these restricted stock units at the grant date was $ 42.5 million, which is being amortized ratably over the respective vesting period from the grant date.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2025 and 2024 and for the

three and six months then ended is unaudited)

(Information at September 30, 2025 and 2024 and for the

three and nine months then ended is unaudited)

Segment Information

9 unchanged sentences

(Dollars in thousands)

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Net sales $ 690,382 $ 1,158,227 $ 160,130 $ — $ 2,008,739

5 unchanged sentences

Capital expenditures 54,527 19,331 6,144 96 80,098

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Net sales $ 563,669 $ 1,022,605 $ 158,850 $ — $ 1,745,124

4 unchanged sentences

Capital expenditures 24,693 26,056 9,844 — 60,593

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Net sales $ 2,063,672 $ 2,462,710 $ 488,179 $ — $ 5,014,561

6 unchanged sentences

Capital expenditures 146,668 68,302 19,809 1,012 235,791

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Net sales $ 1,664,966 $ 2,290,530 $ 488,031 $ — $ 4,443,527

9 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2025 and 2024 and for the

three and six months then ended is unaudited)

(Information at September 30, 2025 and 2024 and for the

three and nine months then ended is unaudited)

Total adjusted EBIT is reconciled to income before income taxes as follows:

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

30, 2025 Sept.

30, 2024 Sept.

30, 2025 Sept.

(Dollars in thousands)

13 unchanged sentences

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-Q

Item 1. Financial Statements