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Item 2. Management’s Discussion and Analysis

2026-05-06 compared with 2025-11-05 · 54 added, 124 removed, 140 unchanged (56% of the section changed)

12 unchanged sentences

If acquisition opportunities are not identified over a longer period of time, we may use our cash flow to repay debt, repurchase shares of our common stock or increase dividends to our stockholders or for other permitted purposes.

In October 2024, we acquired Weener Plastics Holding B.V., or Weener Packaging.

Weener Packaging's results of operations are included in our dispensing and specialty closures segment.

RESULTS OF OPERATIONS

The following table sets forth certain unaudited income statement data expressed as a percentage of net sales for the periods presented:

Three Months Ended Nine Months Ended

30, 2025 Sept.

30, 2024 Sept.

30, 2025 Sept.

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

Dispensing and Specialty Closures 43.9 % 45.8 %

14 unchanged sentences

Net income 4.1 % 4.6 %

Summary unaudited results of operations for the periods presented are provided below.

Three Months Ended Nine Months Ended

30, 2025 Sept.

30, 2024 Sept.

30, 2025 Sept.

Summary unaudited results of operations for the three months ended March 31 are provided below.

(dollars in millions)

9 unchanged sentences

Consolidated $ 126.6 $ 130.5

In the third quarter of 2025, consolidated net sales were $2.01 billion, an increase of $263.6 million, or 15.1 percent, as compared to the third quarter of 2024 primarily due to higher net sales in the dispensing and specialty closures segment as a result of the inclusion of net sales from Weener Packaging and higher organic unit volumes of high value dispensing products, higher unit volumes, the pass through of higher raw material and other manufacturing costs and a more favorable mix of products sold in the metal containers segment, the pass through of higher raw material costs and a more favorable mix of products sold in the custom containers segment, and the impact from favorable foreign currency translation of approximately

$21.0 million, partially offset by lower unit volumes of specialty closures primarily for the North American beverage markets in the dispensing and specialty closures segment.

In the first nine months of 2025, consolidated net sales were $5.01 billion, an increase of $571.0 million, or 12.9 percent, as compared to the first nine months of 2024 primarily due to higher net sales in the dispensing and specialty closures segment as a result of the inclusion of net sales from Weener Packaging and higher organic unit volumes of dispensing products, the pass through of higher raw material and other manufacturing costs and higher unit volumes in the metal containers segment, the pass through of higher raw material costs in the custom containers segment and the impact of favorable foreign currency translation of approximately $18.0 million.

These increases were partially offset by a less favorable mix of products sold in the metal containers and custom containers segments and lower unit volumes of specialty closures primarily for the North American beverage markets in the dispensing and specialty closures segment.

Three Months Ended March 31, 2026 Compared with Three Months Ended March 31, 2025

In the first quarter of 2026, consolidated net sales were $1.56 billion, an increase of $94.6 million, or 6.4 percent, as compared to the first quarter of 2025 primarily due to the contractual pass through of higher raw material and other manufacturing costs in the dispensing and specialty closures and metal containers segments, the impact from favorable foreign currency translation of approximately $47.0 million and higher unit volumes in the metal containers segment, partially offset by lower volumes in the dispensing and specialty closures and the custom containers segments and a less favorable mix of products sold in the dispensing and specialty closures and metal containers segments.

Gross Profit .

Gross profit margin decreased 0.5 percentage points to 16.3 percent in the third quarter of 2025 as compared to the same period in 2024 and increased 0.5 percentage points to 17.9 percent in the first nine months of 2025 as compared to the same periods in 2024 primarily for the reasons discussed below in "Income before Interest and Income Taxes".

Gross profit margin decreased 1.4 percentage points to 17.0 percent in the first quarter of 2026 as compared to the same period in 2025 primarily for the reasons discussed below in "Income before Interest and Income Taxes".

Selling, General and Administrative Expenses .

In the third quarter of 2025, selling, general and administrative expenses as a percentage of consolidated net sales remained constant at 6.1 percent as compared to the third quarter of 2024.

For the third quarter of 2025, selling, general and administrative expenses increased $15.8 million to $122.2 million as compared to the third quarter of 2024.

In the first nine months of 2025, selling, general and administrative expenses as a percentage of consolidated net sales increased to 7.4 percent as compared to 7.1 percent in the first nine months of 2024.

In the first nine months of 2025, selling, general and administrative expenses increased $58.5 million to $373.1 million as compared to the first nine months of 2024.

The increase in selling, general and administrative expenses for each of the third quarter and the first nine months of 2025 was primarily due to the inclusion of selling, general and administrative expenses of Weener Packaging, partially offset by lower costs attributed to announced acquisitions.

In the first quarter of 2026, selling, general and administrative expenses as a percentage of consolidated net sales decreased to 8.4 percent as compared to 8.8 percent in the first quarter of 2025.

For the first quarter of 2026, selling, general and administrative expenses increased $2.1 million to $131.2 million as compared to the first quarter of 2025.

Income before Interest and Income Taxes .

In the third quarter of 2025, income before interest and income taxes increased by $31.4 million to $198.7 million as compared to $167.3 million in the third quarter of 2024, and margins increased to 9.9 percent from 9.6 percent over the same periods.

The increase in income before interest and income taxes was primarily the result of the inclusion of income before interest and income taxes of Weener Packaging, lower rationalization charges, a more favorable mix of products sold and higher unit volumes in the metal containers segment, lower costs attributed to announced acquisitions, improved manufacturing productivity and cost performance in the custom containers segment and higher organic unit volumes of high value dispensing products in the dispensing and specialty closures segment, partially offset by lower fixed cost absorption in the metal containers segment and a decline in unit volumes for specialty closures primarily for the North American beverage markets in the dispensing and specialty closures segment.

Rationalization charges were $7.2 million and $19.5 million in the third quarters of 2025 and 2024, respectively.

Costs attributed to announced acquisitions were $7.1 million in the third quarter of 2024.

In the first nine months of 2025, income before interest and income taxes increased by $75.8 million to $496.7 million as compared to $420.9 million in the first nine months of 2024, and margins increased to 9.9 percent from 9.5 percent over the same periods.

The increase in income before interest and income taxes was primarily the result of the inclusion of income before interest and income taxes of Weener Packaging, improved manufacturing productivity and cost performance in the metal containers and custom containers segments, higher organic unit volumes of dispensing products in the dispensing and specialty closures segment, lower costs attributed to announced acquisitions, lower rationalization charges and higher volumes in the metal containers segment, partially offset by a decline in unit volumes for specialty closures primarily for the North American beverage markets in the dispensing and specialty closures segment.

Rationalization charges were $28.0 million and $38.0 million in the first nine months of 2025 and 2024, respectively.

Costs attributed to announced acquisitions were $1.1 million and $12.6 million in the first nine months of 2025 and 2024, respectively.

In the first quarter of 2026, income before interest and income taxes decreased by $3.9 million to $126.6 million as compared to $130.5 million in the first quarter of 2025, and margins decreased to 8.1 percent from 8.9 percent over the same periods.

The decrease in income before interest and income taxes was primarily the result of a less favorable mix of products sold and lower unit volumes in the dispensing and specialty closures segment, the benefit in the prior year quarter from the sell through of lower cost inventory and the adverse impact in the current year quarter from the sell through of higher cost inventory in our European metal closures operations, lower volumes in the custom containers segment and a less favorable mix of products sold in the metal containers segment, partially offset by the favorable impact of foreign currency, lower rationalization charges, higher unit volumes in the metal containers segment and lower costs attributed to announced acquisitions.

Rationalization charges were $9.0 million and $11.0 million in the first quarters of 2026 and 2025, respectively.

Costs attributed to announced acquisitions were $1.1 million in the first quarter of 2025.

Interest and Other Debt Expense .

In the third quarter of 2025, interest and other debt expense increased $8.1 million to $50.0 million as compared to $41.9 million in the third quarter of 2024.

In the first nine months of 2025, interest and other debt expense increased $19.7 million to $141.6 million as compared to $121.9 million in the first nine months of 2024.

The increases in interest and other debt expense in both the third quarter and first nine months of 2025 were primarily due to higher average borrowings during the current year period related to the Weener Packaging acquisition completed in October 2024.

In the first quarter of 2026, interest and other debt expense before the loss on early extinguishment of debt decreased $1.5 million to $41.4 million as compared to $42.9 million in the first quarter of 2025.

The decrease was primarily due to lower weighted average interest rates during the current year period.

Provision for Income Taxes .

For the third quarters of 2025 and 2024, the effective tax rates were 24.3 percent and 20.2 percent, respectively.

For the first nine months of 2025 and 2024, the effective tax rates were 24.6 percent and 22.6 percent, respectively.

The effective tax rates in both the third quarter and first nine months of 2024 were impacted primarily by the reversal of tax reserves due to the expiration of statutes of limitation.

For the first quarters of 2026 and 2025, the effective tax rates were 26.5 percent and 23.8 percent, respectively.

The increase in the effective tax rate in the first quarter of 2026 was primarily due to changes in the geographic mix of profit in the current year period as compared to the prior year period.

Non-GAAP Measures

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Adjusted EBIT, a non-GAAP financial measure, means income before interest and income taxes excluding, as applicable, 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 margin, a non-GAAP financial measure, means adjusted EBIT divided by segment net sales.

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pension plans, which excludes service costs, as not reflective of the operational performance of the Company or its segments.

Additionally, other pension expense for closed facilities relate to former operations and former employees of the Company and are not indicative of the operational performance of the Company or its segments.

While rationalization costs are incurred on a regular basis, management views these costs more as an investment to generate savings rather than period costs.

1 unchanged sentence

The Company's management views the operating performance of its affiliates which are joint ventures as part of the Company's operating performance and therefore believes that the Company's share of the net operating results of its affiliates which are joint ventures should be included in the Company's adjusted EBIT.

A reconciliation of such non-GAAP financial measures for the periods presented is provided below:

Three Months Ended Nine Months Ended

30, 2025 Sept.

30, 2024 Sept.

30, 2025 Sept.

A reconciliation of such non-GAAP financial measures for the three months ended March 31 is provided below:

(Dollars in millions)

2 unchanged sentences

Acquired intangible asset amortization expense 14.8 13.9

Other pension (income) for U.S.

pension plans (0.3) (0.2) (0.6) (0.7)

Other pension expense (income) for U.S.

pension plans and closed facilities 0.3 (0.2)

Equity in earnings of affiliates, net of tax 1.2 1.2

5 unchanged sentences

Other pension (income) for U.S.

pension plans (0.5) (0.5) (1.4) (1.7)

pension plans and closed facilities (1.3) (0.4)

Rationalization charges 5.7 4.9

4 unchanged sentences

Other pension (income) for U.S.

pension plans (0.4) — (1.0) (0.7)

pension plans and closed facilities — (0.3)

Rationalization charges 0.8 1.7

5 unchanged sentences

Dispensing and Specialty Closures Segment

Three Months Ended Nine Months Ended

30, 2025 Sept.

30, 2024 Sept.

30, 2025 Sept.

(Dollars in millions)

4 unchanged sentences

Adjusted EBIT margin 14.0 % 14.8 %

In the third quarter of 2025, net sales for the dispensing and specialty closures segment increased $126.7 million, or 22.5 percent, as compared to the third quarter of 2024.

This increase was primarily the result of higher net sales of dispensing products of $130.7 million primarily due to the inclusion of net sales from Weener Packaging and higher organic unit volumes of high value dispensing products and the impact of favorable foreign currency translation of approximately $14.0 million, partially offset by lower unit volumes of specialty closures of approximately six percent primarily as a result of a decline in volumes for the North American beverage markets.

In the first nine months of 2025, net sales for the dispensing and specialty closures segment increased $398.7 million, or 23.9 percent, as compared to the first nine months of 2024.

This increase was primarily the result of higher net sales of dispensing products of $417.7 million primarily due to the inclusion of net sales from Weener Packaging and higher organic unit volumes of dispensing products and the impact of favorable foreign currency translation of approximately $10.0 million, partially offset by lower unit volumes of specialty closures of approximately three percent primarily as a result of a decline in volumes for the North American beverage markets due to cool and wet weather conditions and lower than anticipated promotional activity.

In the third quarter of 2025, adjusted EBIT of the dispensing and specialty closures segment increased $18.3 million as compared to the third quarter of 2024, while adjusted EBIT margin decreased to 16.4 percent from 16.9 percent over the same periods.

The increase in adjusted EBIT was primarily due to the inclusion of adjusted EBIT from Weener Packaging and higher organic unit volumes for high value dispensing products, partially offset by a decline in unit volumes for specialty closures primarily for the North American beverage markets.

In the first nine months of 2025, adjusted EBIT of the dispensing and specialty closures segment increased $54.8 million as compared to the first nine months of 2024, while adjusted EBIT margin decreased to 15.5 percent from 16.0 percent over the same periods.

The increase in adjusted EBIT was primarily due to the inclusion of adjusted EBIT from Weener Packaging and higher organic unit volumes for dispensing products, partially offset by a decline in unit volumes for specialty closures primarily for the North American beverage markets.

In the first quarter of 2026, net sales for the dispensing and specialty closures segment increased $14.2 million, or 2.1 percent, as compared to the first quarter of 2025.

This increase was primarily the result of the impact of favorable foreign currency translation of approximately $37.0 million and the contractual pass through of higher raw material and other costs, partially offset by lower unit volumes of three percent and a less favorable mix of products sold.

Volumes and mix of products sold in the quarter were affected in part by production impacts from severe weather in the first quarter.

In the first quarter of 2026, adjusted EBIT of the dispensing and specialty closures segment decreased $3.1 million as compared to the first quarter of 2025, and adjusted EBIT margin decreased to 14.0 percent from 14.8 percent over the same periods.

The decrease in adjusted EBIT was primarily due to a less favorable mix of products sold, lower volumes, the benefit in the prior year quarter from the sell through of lower cost inventory and the adverse impact in the current year quarter from the sell through of higher cost inventory in our European metal closures operations, partially offset by the favorable impact of foreign currency.

Metal Containers Segment

Three Months Ended Nine Months Ended

30, 2025 Sept.

30, 2024 Sept.

30, 2025 Sept.

(Dollars in millions)

4 unchanged sentences

Adjusted EBIT margin 6.9 % 7.9 %

In the third quarter of 2025, net sales for the metal containers segment increased $135.6 million, or 13.3 percent, as compared to the third quarter of 2024.

This increase was primarily the result of higher unit volumes of approximately four percent, the pass through of higher raw material and other manufacturing costs, the impact of favorable foreign currency translation of approximately $7.0 million and a more favorable mix of products sold.

The increase in unit volumes was primarily due to higher volumes for pet food markets.

In the first nine months of 2025, net sales for the metal containers segment increased $172.2 million, or 7.5 percent, as compared to the first nine months of 2024.

This increase was primarily the result of the pass through of higher raw material and other manufacturing costs, higher unit volumes of approximately three percent and the impact of favorable foreign currency translation of approximately $11.0 million, partially offset by a less favorable mix of products sold.

The increase in unit volumes was primarily due to higher volumes for pet food markets.

In the third quarter of 2025, adjusted EBIT of the metal containers segment decreased $1.3 million as compared to the third quarter of 2024, and adjusted EBIT margin decreased to 8.3 percent from 9.5 percent for the same periods.

The decrease in adjusted EBIT was primarily due to lower fixed cost absorption, partially offset by a more favorable mix of products sold and higher unit volumes.

In the first nine months of 2025, adjusted EBIT of the metal containers segment increased $15.7 million as compared to the first nine months of 2024, and adjusted EBIT margin remained constant at 8.8 percent for the same periods.

The increase in adjusted EBIT was primarily due to improved manufacturing productivity and cost performance due in part to lower production in the prior year period associated with a customer that reduced its fruit and vegetable pack plans and higher unit volumes.

In the first quarter of 2026, net sales for the metal containers segment increased $96.5 million, or 15.4 percent, as compared to the first quarter of 2025.

This increase was primarily the result of the contractual pass through of higher raw material and other manufacturing costs, higher unit volumes of approximately two percent and the impact of favorable foreign currency translation of approximately $9.0 million, partially offset by a less favorable mix of products sold.

The increase in unit volumes was primarily due to higher volumes for pet food markets, which was partially offset by lower volumes for fruit and vegetable markets as a result of prebuy activity in the fourth quarter of 2025.

In the first quarter of 2026, adjusted EBIT of the metal containers segment increased $0.2 million as compared to the first quarter of 2025, while adjusted EBIT margin decreased to 6.9 percent from 7.9 percent for the same periods.

The increase in adjusted EBIT was primarily due to higher unit volumes, partially offset by a less favorable mix of products sold.

Custom Containers Segment

Three Months Ended Nine Months Ended

30, 2025 Sept.

30, 2024 Sept.

30, 2025 Sept.

(Dollars in millions)

4 unchanged sentences

Adjusted EBIT margin 14.4 % 14.7 %

In the third quarter of 2025, net sales for the custom containers segment increased $1.3 million, or 0.8 percent, as compared to the third quarter of 2024.

This increase was principally due to the pass through of higher raw material costs and a more favorable mix of products sold.

Volumes were comparable to the prior year period, as volumes in the current year period were impacted by the exit of lower margin business as a result of footprint optimization plans.

In the first nine months of 2025, net sales for the custom containers segment increased $0.2 million as compared to the first nine months of 2024.

This increase was principally due to the pass through of higher raw material costs, partially offset by a less favorable mix of products sold and unfavorable foreign currency translation of approximately $3.0 million.

In the third quarter of 2025, adjusted EBIT of the custom containers segment increased $3.1 million as compared to the third quarter of 2024, and adjusted EBIT margin increased to 14.4 percent from 12.6 percent over the same periods.

The increase in adjusted EBIT was primarily attributable to improved manufacturing productivity and cost performance.

In the first nine months of 2025, adjusted EBIT of the custom containers segment increased $9.9 million as compared to the first nine months of 2024, and adjusted EBIT margin increased to 14.9 percent from 12.8 percent over the same periods.

The increase in adjusted EBIT was primarily attributable to improved manufacturing productivity and cost performance.

In the first quarter of 2026, net sales for the custom containers segment decreased $16.1 million, or 9.6 percent, as compared to the first quarter of 2025.

This decrease was principally due to lower volumes of approximately eleven percent primarily from the exit of lower margin business in 2025 as a result of footprint optimization plans to achieve previously announced cost reduction goals and customer destocking activities in the current year quarter, partially offset by the impact of favorable foreign currency translation of approximately $1.0 million.

In the first quarter of 2026, adjusted EBIT of the custom containers segment decreased $2.9 million as compared to the first quarter of 2025, and adjusted EBIT margin decreased to 14.4 percent from 14.7 percent over the same periods.

The decrease in adjusted EBIT was primarily attributable to lower volumes.

CAPITAL RESOURCES AND LIQUIDITY

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Our liquidity requirements arise from our obligations under the indebtedness incurred in connection with our acquisitions and the refinancing of that indebtedness, capital investment in new and existing equipment, the funding of our seasonal working capital needs and other general corporate uses.

On September 12, 2025, we issued €600.0 million aggregate principal amount of the 4¼% Senior Notes at 100 percent of their principal amount.

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.

You should also read Note 6 to our Condensed Consolidated Financials Statements for the three and nine months ended September 30, 2025 included elsewhere in this Quarterly Report with regard to our debt.

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, 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% 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.

For the nine months ended September 30, 2025, we used proceeds from the issuance of the 4¼% Senior Notes of $703.6 million, net borrowings of revolving loans of $556.3 million, cash and cash equivalents of $433.7 million and the positive effect of exchange rate changes on cash and cash equivalents of $32.2 million to fund cash used in operations of $564.0 million, the repayment of long-term debt of $706.3 million, net capital expenditures and other investing activities of $227.3 million, decreases in outstanding checks of $85.0 million, dividends paid on our common stock of $64.8 million, repurchases of our

common stock of $66.2 million, debt issuance costs of $8.3 million and the repayment of principal amounts under finance leases of $3.9 million.

For the nine months ended September 30, 2024, we used net borrowings of revolving loans of $491.6 million and cash and cash equivalents of $274.4 million to fund cash used in operations of $213.9 million, decreases in outstanding checks of $160.6 million, the repayment of long-term debt of $100.0 million, net capital expenditures and other investing activities of $189.1 million, dividends paid on our common stock of $61.8 million, the repayment of principal amounts under finance leases of $27.3 million, repurchases of our common stock of $7.7 million and the negative effect of exchange rate changes on cash and cash equivalents of $5.6 million.

At September 30, 2025, we had $567.6 million of revolving loans outstanding under the Credit Agreement.

After taking into account outstanding letters of credit, the available portion of revolving loans under the Credit Agreement at September 30, 2025 was $912.7 million.

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.

For the three months ended March 31, 2026, we used net borrowings of revolving loans of $906.8 million, cash and cash equivalents of $645.2 million and the positive effect of exchange rate changes on cash and cash equivalents of $0.5 million to fund cash used in operations of $799.6 million, the repayment of long-term debt of $542.5 million, decreases in outstanding checks of $97.4 million, net capital expenditures and other investing activities of $80.0 million, dividends paid on our common stock of $22.8 million, repurchases of our common stock of $7.8 million, debt issuance costs of $1.2 million and the repayment of principal amounts under finance leases of $1.2 million.

For the three months ended March 31, 2025, we used net borrowings of revolving loans of $1.1 billion, cash and cash equivalents of $469.9 million and the positive effect of exchange rate changes on cash and cash equivalents of $13.0 million to fund the repayment of long-term debt of $706.3 million, cash used in operations of $683.4 million, decreases in outstanding checks of $85.0 million, net capital expenditures and other investing activities of $82.5 million, dividends paid on our common stock of $21.9 million, repurchases of our common stock of $6.9 million and the repayment of principal amounts under finance leases of $1.3 million.

At March 31, 2026, we had $894.7 million of revolving loans outstanding under the Credit Agreement.

After taking into account outstanding letters of credit, the available portion of revolving loans under the Credit Agreement at March 31, 2026 was $583.6 million.

Because we sell metal containers and closures used in fruit and vegetable pack processing, we have seasonal sales.

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Separate from this SCF program, we and suppliers who participate in this SCF program generally maintain the contractual right to require the other party to negotiate in good faith the existing payment terms as a result of changes in market conditions, including changes in interest rates and general market liquidity, or in some cases for any reason.

Outstanding trade accounts payables subject to this SCF program were approximately $385.8 million, $284.2 million and $303.7 million at September 30, 2025 and 2024 and December 31, 2024, respectively.

Guaranteed Securities

Each of the 4⅛% Senior Notes, the 2¼% Senior Notes, the 4¼% Senior Notes and the 1.4% Senior Secured Notes were issued by Silgan and are guaranteed by our U.S.

subsidiaries that also guarantee our obligations under the Credit Agreement, collectively the Obligor Group.

The following summarized financial information relates to the Obligor Group as of September 30, 2025 and December 31, 2024 and for the nine months ended September 30, 2025.

Intercompany transactions, equity investments and other intercompany activity within the Obligor Group have been eliminated from the summarized financial information.

Investments in subsidiaries of Silgan that are not part of the Obligor Group of $2.4 billion and $2.1 billion as of September 30, 2025 and December 31, 2024, respectively, are not included in noncurrent assets in the table below.

30, 2025 Dec.

(Dollars in millions)

Current assets $1,857.1 $1,464.5

Noncurrent assets 4,324.4 4,279.5

Current liabilities 1,970.7 1,826.4

Noncurrent liabilities 4,360.8 3,987.8

At September 30, 2025 and December 31, 2024, the Obligor Group held current receivables due from other subsidiary companies of $37.3 million and $33.0 million, respectively;

long-term notes receivable due from other subsidiary companies of $1.2 billion and $1.1 billion, respectively;

and current payables due to other subsidiary companies of $11.3 million and $19.0 million, respectively.

Nine Months Ended

(Dollars in millions)

Net sales $3,418.9

Gross profit 498.9

Net income 137.0

For the nine months ended September 30, 2025, net income in the table above excludes income from equity method investments of other subsidiary companies of $133.2 million.

For the nine months ended September 30, 2025, the Obligor Group recorded the following transactions with other subsidiary companies:

sales to such other subsidiary companies of $44.9 million;

net credits from such other subsidiary companies of $19.1 million;

and net interest income from such other subsidiary companies of $38.6 million.

For the nine months ended September 30, 2025, the Obligor Group did not receive dividends from other subsidiary companies.

Outstanding trade accounts payables subject to this SCF program were approximately $357.6 million, $262.9 million and $438.5 million at March 31, 2026 and 2025 and December 31, 2025, respectively.

Rationalization Charges

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

Under our rationalization plans, we made cash payments of $15.5 million and $31.2 million for the nine months ended September 30, 2025 and 2024, respectively.

Under our rationalization plans, we made cash payments of $7.2 million and $3.5 million for the three months ended March 31, 2026 and 2025, respectively.

Excluding the impact of our withdrawal from the Central States Pension Plan in 2019, remaining expenses and cash expenditures for our rationalization plans are expected to be $18.1 million and $38.1 million, respectively.

Remaining expenses for the accretion of interest for the withdrawal liability related to the Central States Pension Plan are expected to average approximately $0.7 million per year and be recognized annually through 2040, and remaining cash expenditures for the withdrawal liability related to the Central States Pension Plan are expected to be approximately $2.6 million annually through 2040.

You should also read Note 3 to our Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2025 included elsewhere in this Quarterly Report.

You should also read Note 3 to our Condensed Consolidated Financial Statements for the three months ended March 31, 2026 included elsewhere in this Quarterly Report.

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 2. Management’s Discussion and Analysis