What changed in this filing

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Item 1. Financial Statements

2026-05-06 compared with 2025-11-05 · 96 added, 173 removed, 367 unchanged (42% of the section changed)

3 unchanged sentences

(Dollars in thousands)

30, 2025 Sept.

30, 2024 Dec.

March 31, 2026 March 31, 2025 Dec.

(unaudited) (unaudited)

31 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

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

For the three months ended March 31, 2026 and 2025

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

Three Months Ended Nine Months Ended

30, 2025 Sept.

30, 2024 Sept.

30, 2025 Sept.

Net sales $ 1,561,258 $ 1,466,661

3 unchanged sentences

Rationalization charges 9,047 10,959

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

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

Interest and other debt expense 42,449 42,928

14 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

For the three months ended March 31, 2026 and 2025

(Dollars in thousands)

Three Months Ended Nine Months Ended

30, 2025 Sept.

30, 2024 Sept.

30, 2025 Sept.

Net income $ 63,039 $ 67,962

3 unchanged sentences

Foreign currency translation ( 1,553 ) 45,500

Other comprehensive income (loss) 13,213 36,933 131,191 ( 9,236 )

Other comprehensive income 7,347 49,971

Comprehensive income $ 70,386 $ 117,933

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine months ended September 30, 2025 and 2024

For the three months ended March 31, 2026 and 2025

(Dollars in thousands)

7 unchanged sentences

Stock compensation expense 5,699 4,380

Loss on early extinguishment of debt 1,017 —

Other changes that provided (used) cash:

14 unchanged sentences

Repayment of principal amounts under finance leases ( 1,181 ) ( 1,348 )

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

Repayments of long-term debt ( 542,500 ) ( 706,274 )

14 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

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

For the three months ended March 31, 2026 and 2025

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

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

7 unchanged sentences

Stock compensation expense

5,161 3,779 12,916 11,727

Net issuance of treasury stock for vested restricted stock units

13 unchanged sentences

( 213,556 ) ( 353,357 )

Other comprehensive income (loss) 13,213 36,933 131,191 ( 9,236 )

Other comprehensive income 7,347 49,971

Balance at end of period

5 unchanged sentences

( 6,050 ) ( 5,829 )

Repurchases of common stock

( 59,772 ) — ( 59,772 ) —

Balance at end of period

5 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three and nine months then ended is unaudited)

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

three 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, 2025.

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 Nine Months Ended

30, 2025 Sept.

30, 2024 Sept.

30, 2025 Sept.

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

(Dollars in thousands)

3 unchanged sentences

$ 1,561,258 $ 1,466,661

Revenues by geography were as follows:

Three Months Ended Nine Months Ended

30, 2025 Sept.

30, 2024 Sept.

30, 2025 Sept.

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

(Dollars in thousands)

2 unchanged sentences

$ 1,561,258 $ 1,466,661

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.

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.

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)

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

three months then ended is unaudited)

Rationalization Charges

1 unchanged sentence

We use a disciplined approach to identify opportunities that generate attractive cash returns.

Rationalization charges by segment were as follows:

Three Months Ended Nine Months Ended

30, 2025 Sept.

30, 2024 Sept.

30, 2025 Sept.

Rationalization charges by segment for the three months ended March 31 were as follows:

(Dollars in thousands)

12 unchanged sentences

Utilized and currency translation ( 3,612 ) ( 3,572 ) ( 2,007 ) ( 9,191 )

Balance at September 30, 2025

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 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.

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.

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three and nine months then ended is unaudited)

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

three months then ended is unaudited)

Accumulated Other Comprehensive Loss

13 unchanged sentences

Other comprehensive income 1,336 7,564 ( 1,553 ) 7,347

Balance at September 30, 2025

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 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.

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 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.

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.

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)

Inventories consisted of the following:

30, 2025 Sept.

30, 2024 Dec.

March 31, 2026 March 31, 2025 Dec.

(Dollars in thousands)

6 unchanged sentences

$ 1,128,749 $ 1,055,281 $ 1,080,134

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)

Long-Term Debt

Long-term debt consisted of the following:

30, 2025 Sept.

30, 2024 Dec.

March 31, 2026 March 31, 2025 Dec.

(Dollars in thousands)

5 unchanged sentences

4⅛% Senior Notes 600,000 600,000 600,000

— 725,400 673,075

2¼% Senior Notes 576,100 540,100 587,200

4¼% Senior Notes 691,320 — 704,640

4¼% Senior Notes 705,000 — —

1.4 % Senior Secured Notes

6 unchanged sentences

$ 3,672,124 $ 3,483,472 $ 3,715,216

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.

term loans and $ 10.6 million of Euro term loans under our amended and restated senior secured credit facility, as amended, or the Credit Agreement, $ 500.0 million of our 1.4 % Senior Secured Notes, $ 44.4 million of other foreign bank revolving and term loans and $ 3.9 million of finance leases.

On March 15, 2025, we repaid all € 650.0 million aggregate principal amount of our outstanding 3¼% Senior Notes due 2025, or the 3¼% Notes, at 100 percent of their principal amount plus accrued and unpaid interest to the repayment date.

We funded this repayment with Euro revolving loan borrowings under the Credit Agreement and cash on hand.

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)

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.

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.

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)

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

three 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 September 30, 2025:

The following table summarizes the carrying amounts and estimated fair values of our other financial instruments at March 31, 2026:

(Dollars in thousands)

4 unchanged sentences

4¼% Senior Notes 691,320 671,569

1.4 % Senior Secured Notes

499,971 492,140

Fair Value Measurements

6 unchanged sentences

Financial Instruments Measured at Fair Value

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.

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.

3 unchanged sentences

Financial Instruments Not Measured 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.

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, 4¼% 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 and 4¼% Senior Notes were estimated based on quoted market prices, a Level 1 input.

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

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.

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)

We utilize certain derivative financial instruments to manage a portion of our interest rate and natural gas cost exposures.

6 unchanged sentences

Interest Rate Swap Agreements

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

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 and nine months ended September 30, 2025.

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

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 and nine months ended September 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 September 30, 2025 was not significant.

The total fair value of our natural gas swap agreements in effect at March 31, 2026 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 nine months ended September 30, 2025 were $( 1.3 ) million and $( 143.0 ) million, respectively.

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.

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)

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 $ 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.

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.

Retirement Benefits

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

Three Months Ended Nine Months Ended

30, 2025 Sept.

30, 2024 Sept.

30, 2025 Sept.

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

(Dollars in thousands)

2 unchanged sentences

Expected return on plan assets ( 10,409 ) ( 10,257 )

Amortization of prior service cost 46 22 59 68

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 were as follows:

Three Months Ended Nine Months Ended

30, 2025 Sept.

30, 2024 Sept.

30, 2025 Sept.

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

(Dollars in thousands)

6 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three and nine months then ended is unaudited)

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

three months then ended is unaudited)

Silgan and its subsidiaries file U.S.

Federal income tax returns, as well as income tax returns in various states and foreign jurisdictions.

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 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.

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.

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.

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 no t 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 September 30, 2025, 69,444,481 shares of our common stock were held in treasury.

As of March 31, 2026, 69,432,738 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 nine months of 2025, 797,234 restricted stock units were granted to certain of 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.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

three and nine months then ended is unaudited)

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

three months then ended is unaudited)

Segment Information

2 unchanged sentences

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, rationalization charges and costs attributed to announced acquisitions and including, as applicable, equity in earnings of affiliates, net of tax.

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.

4 unchanged sentences

(Dollars in thousands)

Three Months Ended September 30, 2025

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

Segment expenses and other (a)

577,639 1,062,367 137,045 11,055 1,788,106

Equity in earnings of affiliates, net of tax 775 — — — 775

Adjusted EBIT 113,518 95,860 23,085 ( 11,055 ) 221,408

Depreciation 38,458 19,853 8,501 115 66,927

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

Three Months Ended September 30, 2024

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

Segment expenses and other (a)

468,453 925,540 138,839 6,704 1,539,536

Adjusted EBIT 95,216 97,065 20,011 ( 6,704 ) 205,588

Depreciation 25,755 19,801 8,747 47 54,350

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

Nine Months Ended September 30, 2025

Three months ended March 31, 2026

Net sales $ 685,322 $ 724,870 $ 151,066 $ — $ 1,561,258

6 unchanged sentences

Capital expenditures 48,486 29,110 4,848 — 82,444

Nine Months Ended September 30, 2024

Three months ended March 31, 2025

Net sales $ 671,103 $ 628,427 $ 167,131 $ — $ 1,466,661

1 unchanged sentence

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

3 unchanged sentences

(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 costs attributed to announced acquisitions.

pension plans and closed facilities, and costs attributed to announced acquisitions.

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)

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

Three Months Ended Nine Months Ended

30, 2025 Sept.

30, 2024 Sept.

30, 2025 Sept.

(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:

(Dollars in thousands)

2 unchanged sentences

Other pension (income) for U.S.

pension plans ( 1,162 ) ( 660 ) ( 3,012 ) ( 3,082 )

pension plans and closed facilities ( 1,007 ) ( 925 )

Equity in earnings of affiliates, net of tax 1,198 1,162

8 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