SILGAN HOLDINGS INC 10-Q

Item 1. Financial Statements SILGAN HOLDINGS INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in thousands) March 31, 2026 March 31, 2025 Dec. 31, 2025 (unaudited) (unaudited) Assets Current assets: Cash and cash equivalents $ 435,429 $ 353,030 $ 1,080,659 Trade accounts receivable, net 1,158,680 1,012,790 589,400 Inventories 1,128,749 1,055,281 1,080,134 Prepaid expenses and other current assets 243,910 176,369 241,725 Total current assets 2,966,768 2,597,470 2,991,918 Property, plant and equipment, net 2,355,014 2,302,690 2,378,331 Goodwill 2,465,017 2,373,376 2,486,678 Other intangible assets, net 878,969 889,865 900,083 Other assets, net 656,511 604,574 640,073 $ 9,322,279 $ 8,767,975 $ 9,397,083 Liabilities and Stockholders’ Equity Current liabilities: Revolving loans and current portion of long-term debt $ 988,323 $ 1,145,091 $ 631,632 Trade accounts payable 817,034 736,823 1,251,889 Accrued payroll and related costs 120,506 119,477 121,168 Accrued liabilities 431,920 283,940 447,180 Total current liabilities 2,357,783 2,285,331 2,451,869 Long-term debt 3,672,124 3,483,472 3,715,216 Deferred income taxes 515,999 486,824 501,768 Other liabilities 455,776 429,004 453,929 Stockholders’ equity: Common stock 1,751 1,751 1,751 Paid-in capital 389,325 371,207 384,847 Retained earnings 3,645,564 3,448,952 3,605,043 Accumulated other comprehensive loss ( 206,209 ) ( 303,386 ) ( 213,556 ) Treasury stock ( 1,509,834 ) ( 1,435,180 ) ( 1,503,784 ) Total stockholders’ equity 2,320,597 2,083,344 2,274,301 $ 9,322,279 $ 8,767,975 $ 9,397,083 See accompanying notes. -3- SILGAN HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME For the three months ended March 31, 2026 and 2025 (Dollars and shares in thousands, except per share amounts) (Unaudited) 2026 2025 Net sales $ 1,561,258 $ 1,466,661 Cost of goods sold 1,295,481 1,196,258 Gross profit 265,777 270,403 Selling, general and administrative expenses 131,175 129,087 Rationalization charges 9,047 10,959 Other pension and postretirement (income) ( 1,040 ) ( 187 ) Income before interest and income taxes 126,595 130,544 Interest and other debt expense before loss on early extinguishment of debt 41,432 42,928 Loss on early extinguishment of debt 1,017 — Interest and other debt expense 42,449 42,928 Income before income taxes 84,146 87,616 Provision for income taxes 22,305 20,816 Income before equity in earnings of affiliates 61,841 66,800 Equity in earnings of affiliates, net of tax 1,198 1,162 Net income $ 63,039 $ 67,962 Earnings per share: Basic net income per share $ 0.60 $ 0.64 Diluted net income per share $ 0.60 $ 0.63 Weighted average number of shares: Basic 105,590 106,915 Effect of dilutive securities 266 420 Diluted 105,856 107,335 See accompanying notes. -4- SILGAN HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the three months ended March 31, 2026 and 2025 (Dollars in thousands) (Unaudited) 2026 2025 Net income $ 63,039 $ 67,962 Other comprehensive income (loss), net of tax: Changes in net prior service credit and actuarial losses 1,336 1,400 Change in fair value of derivatives 7,564 3,071 Foreign currency translation ( 1,553 ) 45,500 Other comprehensive income 7,347 49,971 Comprehensive income $ 70,386 $ 117,933 See accompanying notes. -5- SILGAN HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the three months ended March 31, 2026 and 2025 (Dollars in thousands) (Unaudited) 2026 2025 Cash flows provided by (used in) operating activities: Net income $ 63,039 $ 67,962 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 84,932 79,363 Amortization of debt discount and debt issuance costs 1,634 1,413 Rationalization charges 9,047 10,959 Stock compensation expense 5,699 4,380 Loss on early extinguishment of debt 1,017 — Other changes that provided (used) cash: Trade accounts receivable, net ( 575,596 ) ( 404,478 ) Inventories ( 54,023 ) ( 115,166 ) Trade accounts payable ( 313,941 ) ( 281,591 ) Accrued liabilities ( 17,839 ) ( 33,346 ) Other, net ( 3,542 ) ( 12,897 ) Net cash (used in) operating activities ( 799,573 ) ( 683,401 ) Cash flows provided by (used in) investing activities: Capital expenditures ( 82,444 ) ( 82,924 ) Proceeds from asset sales 2,067 52 Other, net 396 400 Net cash (used in) investing activities ( 79,981 ) ( 82,472 ) Cash flows provided by (used in) financing activities: Borrowings under revolving loans 1,069,325 1,110,508 Repayments under revolving loans ( 162,528 ) ( 6,107 ) Repayment of principal amounts under finance leases ( 1,181 ) ( 1,348 ) Repayments of long-term debt ( 542,500 ) ( 706,274 ) Changes in outstanding checks - principally vendors ( 97,369 ) ( 84,971 ) Dividends paid on common stock ( 22,849 ) ( 21,939 ) Debt issuance costs ( 1,260 ) — Repurchase of common stock ( 7,844 ) ( 6,873 ) Net cash provided by financing activities 233,794 282,996 Effect of exchange rate changes on cash and cash equivalents 530 13,053 Cash and cash equivalents: Net (decrease) ( 645,230 ) ( 469,824 ) Balance at beginning of year 1,080,659 822,854 Balance at end of period $ 435,429 $ 353,030 Interest paid, net $ 52,308 $ 50,594 Income taxes paid, net 7,881 12,175 See accompanying notes. -6- SILGAN HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY For the three months ended March 31, 2026 and 2025 (Dollars and shares in thousands, except per share amounts) (Unaudited) 2026 2025 Common stock - shares outstanding Balance at beginning of period 105,442 106,795 Net issuance of treasury stock for vested restricted stock units 238 198 Balance at end of period 105,680 106,993 Common stock - par value Balance at beginning and end of period $ 1,751 $ 1,751 Paid-in capital Balance at beginning of period 384,847 367,871 Stock compensation expense 5,699 4,380 Net issuance of treasury stock for vested restricted stock units ( 1,221 ) ( 1,044 ) Balance at end of period 389,325 371,207 Retained earnings Balance at beginning of period 3,605,043 3,402,667 Net income 63,039 67,962 Dividends declared on common stock ( 22,518 ) ( 21,677 ) Balance at end of period 3,645,564 3,448,952 Accumulated other comprehensive loss Balance at beginning of period ( 213,556 ) ( 353,357 ) Other comprehensive income 7,347 49,971 Balance at end of period ( 206,209 ) ( 303,386 ) Treasury stock Balance at beginning of period ( 1,503,784 ) ( 1,429,351 ) Net issuance of treasury stock for vested restricted stock units ( 6,050 ) ( 5,829 ) Balance at end of period ( 1,509,834 ) ( 1,435,180 ) Total stockholders’ equity $ 2,320,597 $ 2,083,344 Dividends declared on common stock per share $ 0.21 $ 0.20 See accompanying notes. -7- SILGAN HOLDINGS INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Information at March 31, 2026 and 2025 and for the three months then ended is unaudited) Note 1. Significant Accounting Policies Basis of Presentation. The accompanying unaudited condensed consolidated financial statements of Silgan Holdings Inc., or Silgan, have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying financial statements include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. The results of operations for any interim period are not necessarily indicative of the results of operations for the full year. The Condensed Consolidated Balance Sheet at December 31, 2025 has been derived from our audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. You should read the accompanying condensed consolidated financial statements in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025. Note 2. Revenue The following tables present our revenues disaggregated by reportable segment and geography as they best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Revenues by segment for the three months ended March 31 were as follows: 2026 2025 (Dollars in thousands) Dispensing and Specialty Closures $ 685,322 $ 671,103 Metal Containers 724,870 628,427 Custom Containers 151,066 167,131 $ 1,561,258 $ 1,466,661 Revenues by geography for the three months ended March 31 were as follows: 2026 2025 (Dollars in thousands) North America $ 1,083,636 $ 1,017,570 Europe and other 477,622 449,091 $ 1,561,258 $ 1,466,661 Our contract assets primarily consist of unbilled accounts receivable related to over time revenue recognition and were $ 114.0 million, $ 115.3 million, and $ 112.5 million as of March 31, 2026 and 2025 and December 31, 2025, respectively. Unbilled receivables are included in trade accounts receivable, net on our Condensed Consolidated Balance Sheets. We have entered into various supply chain financing, or SCF, arrangements with financial institutions pursuant to which we sell receivables of certain customers to such financial institutions without recourse and accelerate payment in respect of such receivables sooner than provided in the applicable supply agreements with such customers. Receivables sold under these arrangements totaled $ 216.1 million and $ 225.7 million for the three months ended March 31, 2026 and 2025, respectively. -8- SILGAN HOLDINGS INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Information at March 31, 2026 and 2025 and for the three months then ended is unaudited) Note 3. Rationalization Charges We continually evaluate cost reduction opportunities across each of our segments, including rationalizations of our existing facilities through plant closings and downsizings. We use a disciplined approach to identify opportunities that generate attractive cash returns. Rationalization charges by segment for the three months ended March 31 were as follows: 2026 2025 (Dollars in thousands) Dispensing and Specialty Closures $ 2,482 $ 4,371 Metal Containers 5,733 4,932 Custom Containers 832 1,656 $ 9,047 $ 10,959 Activity in reserves for our rationalization plans were as follows: Employee Severance and Benefits Plant Exit Costs Non-Cash Asset Write-Downs Total (Dollars in thousands) Balance at December 31, 2025 $ 44,962 $ 192 $ — $ 45,154 Charged to expense 3,660 3,380 2,007 9,047 Utilized and currency translation ( 3,612 ) ( 3,572 ) ( 2,007 ) ( 9,191 ) Balance at March 31, 2026 $ 45,010 $ — $ — $ 45,010 Non-cash asset write-downs were the result of comparing the carrying value of certain facilities and production related equipment to their fair value using estimated future discounted cash flows, a Level 3 fair value measurement (see Note 7 for information regarding a Level 3 fair value measurement). Rationalization reserves as of March 31, 2026 were recorded in our Condensed Consolidated Balance Sheet as accrued liabilities of $ 21.0 million and other liabilities of $ 24.0 million. Excluding the impact of our withdrawal from the Central States, Southeast and Southwest Areas Pension Plan, or the Central States Pension Plan, in 2019, remaining expenses and cash expenditures for our rationalization plans are expected to be $ 18.1 million and $ 38.1 million, respectively. Remaining expenses for the accretion of interest for the withdrawal liability related to the Central States Pension Plan are expected to average approximately $ 0.7 million per year and be recognized annually through 2040, and remaining cash expenditures for the withdrawal liability related to the Central States Pension Plan are expected to be approximately $ 2.6 million annually through 2040. -9- SILGAN HOLDINGS INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Information at March 31, 2026 and 2025 and for the three months then ended is unaudited) Note 4. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss is reported in our Condensed Consolidated Statements of Stockholders’ Equity. Amounts included in accumulated other comprehensive loss, net of tax, were as follows: Unrecognized Net Defined Benefit Plan Costs Change in Fair Value of Derivatives Foreign Currency Translation Total (Dollars in thousands) Balance at December 31, 2025 $ ( 116,840 ) $ ( 966 ) $ ( 95,750 ) $ ( 213,556 ) Other comprehensive income before reclassifications — 7,120 ( 1,553 ) 5,567 Amounts reclassified from accumulated other comprehensive loss 1,336 444 — 1,780 Other comprehensive income 1,336 7,564 ( 1,553 ) 7,347 Balance at March 31, 2026 $ ( 115,504 ) $ 6,598 $ ( 97,303 ) $ ( 206,209 ) The amounts reclassified to earnings from the unrecognized net defined benefit plan costs component of accumulated other comprehensive loss for the three months ended March 31, 2026 were net (losses) of $( 1.6 ) million, excluding income tax benefits of $ 0.3 million. For the three months ended March 31, 2026, these net (losses) consisted primarily of amortization of net actuarial (losses) of $( 1.6 ) million. Amortization of net actuarial losses and net prior service cost was recorded in other pension and postretirement income in our Condensed Consolidated Statements of Income. See Note 10 for further information. The amounts reclassified to earnings from the change in fair value of derivatives component of accumulated other comprehensive loss for the three months ended March 31, 2026 were not significant. Other comprehensive income before reclassifications related to foreign currency translation for the three months ended March 31, 2026 consisted of (i) foreign currency (losses) related to translation of quarter end financial statements of foreign subsidiaries utilizing a functional currency other than the U.S. dollar of $( 25.2 ) million and (ii) foreign currency gains related to our net investment hedges of $ 31.3 million, excluding an income tax provision of $( 7.6 ) million. See Note 7 for further discussion. Note 5. Inventories Inventories consisted of the following: March 31, 2026 March 31, 2025 Dec. 31, 2025 (Dollars in thousands) Raw materials $ 483,443 $ 440,846 $ 586,296 Work-in-process 259,725 214,285 204,882 Finished goods 691,396 651,648 595,089 Other 17,179 17,463 16,861 1,451,743 1,324,242 1,403,128 Adjustment to value inventory at cost on the LIFO method ( 322,994 ) ( 268,961 ) ( 322,994 ) $ 1,128,749 $ 1,055,281 $ 1,080,134 -10- SILGAN HOLDINGS INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Information at March 31, 2026 and 2025 and for the three months then ended is unaudited) Note 6. Long-Term Debt Long-term debt consisted of the following: March 31, 2026 March 31, 2025 Dec. 31, 2025 (Dollars in thousands) Bank debt Bank revolving loans $ 894,685 $ 1,082,007 $ — U.S. term loans 799,000 850,000 841,500 Euro term loans 1,026,610 972,180 1,046,390 Other foreign bank revolving and term loans 51,510 55,238 46,165 Total bank debt 2,771,805 2,959,425 1,934,055 4⅛% Senior Notes 600,000 600,000 600,000 2¼% Senior Notes 576,100 540,100 587,200 4¼% Senior Notes 691,320 — 704,640 1.4 % Senior Secured Notes — 500,000 500,000 Finance leases 37,554 41,228 38,783 Total debt - principal 4,676,779 4,640,753 4,364,678 Less unamortized debt issuance costs and debt discount 16,332 12,190 17,830 Total debt 4,660,447 4,628,563 4,346,848 Less current portion 988,323 1,145,091 631,632 $ 3,672,124 $ 3,483,472 $ 3,715,216 At March 31, 2026, the current portion of long-term debt consisted of $ 405.0 million of U.S. revolving loans, $ 489.7 million of Euro revolving loans and $ 51.8 million of Euro term loans under our amended and restated senior secured credit facility, as amended, or the Credit Agreement, $ 38.3 million of other foreign bank revolving and term loans and $ 3.5 million of finance leases. On February 3, 2026, we prepaid $ 42.5 million principal amount of outstanding U.S. term loans under the Credit Agreement with cash on hand. On March 6, 2026, we entered into the Sixth Amendment to Amended and Restated Credit Agreement, or the Sixth Amendment, with the lenders party to the Credit Agreement and Wells Fargo Bank, National Association, as administrative agent. The Sixth Amendment amended the Credit Agreement to improve the interest rate margin grid for term loans and eliminate the credit spread adjustments effective March 6, 2026 for Term SOFR Loans, Daily Simple RFR Loans and Term CORRA Loans (each as defined in the Credit Agreement). Effective with the Sixth Amendment, the margin for term loans maintained as Eurocurrency Rate Loans and RFR Loans (each as defined in the Credit Agreement) was 1.25 percent, and the margin for term loans maintained as Base Rate Loans (as defined in the Credit Agreement) was 0.25 percent. In accordance with the Sixth Amendment, the margin for term loans and revolving loans will be reset quarterly after March 31, 2026 based upon our Total Net Leverage Ratio (as defined in the Credit Agreement) as provided in the Credit Agreement. The range for the applicable margin for term loans will be 0.00 percent to 0.50 percent for Base Rate Loans and 1.00 percent to 1.50 percent for Eurocurrency Rate Loans and RFR Loans. On March 31, 2026, we repaid all $ 500.0 million aggregate principal amount of our outstanding 1.4 % Senior Secured Notes due 2026, or the 1.4 % Notes, at 100 percent of their principal amount plus accrued and unpaid interest to the repayment date. We funded this repayment with revolving loan borrowings under the Credit Agreement and cash on hand. As a result of such redemption and satisfaction and discharge of the indenture for the 1.4 % Notes (including the discharge of the guarantees therein of the 1.4 % Notes by our U.S. subsidiaries that also guarantee our obligations under the Credit Agreement), the guarantees of the 4⅛% Senior Notes, the 2¼% Senior Notes and the 4¼% Senior Notes by our U.S. subsidiaries that also guarantee our obligations under the Credit Agreement were automatically released and discharged on March 31, 2026. -11- SILGAN HOLDINGS INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Information at March 31, 2026 and 2025 and for the three months then ended is unaudited) Note 7. Financial Instruments The financial instruments recorded in our Condensed Consolidated Balance Sheets include cash and cash equivalents, trade accounts receivable, trade accounts payable, debt obligations and swap agreements. Due to their short-term maturity, the carrying amounts of trade accounts receivable and trade accounts payable approximate their fair market values. The following table summarizes the carrying amounts and estimated fair values of our other financial instruments at March 31, 2026: Carrying Amount Fair Value (Dollars in thousands) Assets: Cash and cash equivalents $ 435,429 $ 435,429 Liabilities: Bank debt $ 2,771,805 $ 2,771,805 4⅛% Senior Notes 599,729 586,686 2¼% Senior Notes 576,100 554,715 4¼% Senior Notes 691,320 671,569 Fair Value Measurements GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). GAAP classifies the inputs used to measure fair value into a hierarchy consisting of three levels. Level 1 inputs represent unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 inputs represent unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. Level 3 inputs represent unobservable inputs for the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Financial Instruments Measured at Fair Value The financial assets and liabilities that were measured on a recurring basis at March 31, 2026 consisted of our cash and cash equivalents and derivative instruments. We measured the fair value of cash and cash equivalents using Level 1 inputs. We measured the fair value of our derivative instruments using the income approach. The fair value of our derivative instruments reflects the estimated amounts that we would pay or receive based on the present value of the expected cash flows derived from market interest rates and prices. As such, these derivative instruments were classified within Level 2. Financial Instruments Not Measured at Fair Value Our bank debt, 4⅛% Senior Notes, 2¼% Senior Notes and 4¼% Senior Notes were recorded at historical amounts in our Condensed Consolidated Balance Sheets, as we have not elected to measure them at fair value. We measured the fair value of our variable rate bank debt using the market approach based on Level 2 inputs. Fair values of the 4⅛% Senior Notes, 2¼% Senior Notes and 4¼% Senior Notes were estimated based on quoted market prices, a Level 1 input. -12- SILGAN HOLDINGS INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Information at March 31, 2026 and 2025 and for the three months then ended is unaudited) Derivative Instruments and Hedging Activities Our derivative financial instruments were recorded in the Condensed Consolidated Balance Sheets at their fair values. Changes in fair values of derivatives are recorded in each period in earnings or comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. We utilize certain derivative financial instruments to manage a portion of our interest rate and natural gas cost exposures. We generally limit our use of derivative financial instruments to interest rate and natural gas swap agreements. We do not engage in trading or other speculative uses of these financial instruments. For a financial instrument to qualify as a hedge, we must be exposed to interest rate or price risk, and the financial instrument must reduce the exposure and be designated as a hedge. Financial instruments qualifying for hedge accounting must maintain a high correlation between the hedging instrument and the item being hedged, both at inception and throughout the hedged period. We also utilize certain internal hedging strategies to minimize our foreign currency exchange rate risk. Net investment hedges that qualify for hedge accounting result in the recognition of foreign currency gains or losses, net of tax, in accumulated other comprehensive loss. Interest Rate Swap Agreements As of March 31, 2026 and December 31, 2025, we had outstanding $ 300 million aggregate notional principal amount of U.S. dollar interest rate swap agreements with a weighted average fixed rate of 3.90 percent and € 685.0 million aggregate notional principal amount of Euro interest rate swap agreements with a weighted average fixed rate of 2.43 percent. These agreements were entered into with financial institutions which are expected to fully perform under the terms thereof. The difference between amounts to be paid or received on our interest rate swap agreements is recorded in interest and other debt expense in our Condensed Consolidated Statements of Income and was not significant for the three months ended March 31, 2026. The total fair value of our interest rate swaps agreements in effect at March 31, 2026 was not significant. Natural Gas Swap Agreements We have entered into natural gas swap agreements to manage a portion of our exposure to fluctuations in natural gas prices. The difference between amounts to be paid or received on our natural gas swap agreements is recorded in cost of goods sold in our Condensed Consolidated Statements of Income and was not significant for the three months ended March 31, 2026. These agreements are with a financial institution which is expected to fully perform under the terms thereof. The total fair value of our natural gas swap agreements in effect at March 31, 2026 was not significant. Foreign Currency Exchange Rate Risk In an effort to minimize our foreign currency exchange rate risk, we have financed acquisitions of foreign operations primarily with borrowings denominated in Euros. In addition, where available, we have borrowed funds in local currency or implemented certain internal hedging strategies to minimize our foreign currency exchange rate risk related to foreign operations, including net investment hedges related to the Euro term loans under the Credit Agreement which are Euro denominated. Foreign currency gains related to our net investment hedges included in accumulated other comprehensive loss for the three months ended March 31, 2026 were $ 31.3 million. -13- SILGAN HOLDINGS INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Information at March 31, 2026 and 2025 and for the three months then ended is unaudited) Note 8. Commitments and Contingencies We are a party to other legal proceedings, contract disputes and claims arising in the ordinary course of our business. We are not a party to, and none of our properties are subject to, any pending legal proceedings which could have a material adverse effect on our business or financial condition. Note 9. Supply Chain Finance Program We have a supply chain finance (“SCF”) program with a major global financial institution. Under this SCF program, a qualifying supplier may elect, but is not obligated, to sell its receivables from us to such financial institution. Once a qualifying supplier elects to participate in this SCF program, all of our payments to the participating supplier are paid to such financial institution in this SCF program on the invoice due date under our agreement with such supplier, regardless of whether the individual invoice was sold by the supplier to such financial institution. We may terminate our agreement with the financial institution upon at least 30 days’ notice, and the financial institution may terminate our agreement upon at least 10 days’ notice. Additionally, suppliers who elect to participate in this SCF program may terminate their participation upon at least 30 days’ notice. The suppliers' invoices sold under this SCF program can be outstanding up to 210 days from the invoice date. Suppliers’ invoices included in this SCF program were $ 357.6 million, $ 262.9 million and $ 438.5 million at March 31, 2026 and 2025 and December 31, 2025, respectively, and were included in accounts payable in our Condensed Consolidated Balance Sheets. Note 10. Retirement Benefits The components of the net periodic pension benefit cost for the three months ended March 31 were as follows: 2026 2025 (Dollars in thousands) Service cost $ 1,582 $ 1,944 Interest cost 7,681 8,119 Expected return on plan assets ( 10,409 ) ( 10,257 ) Amortization of prior service (credit) cost ( 13 ) 8 Amortization of actuarial losses 1,782 1,893 Net periodic benefit cost $ 623 $ 1,707 The components of the net periodic other postretirement benefit (credit) cost for the three months ended March 31 were as follows: 2026 2025 (Dollars in thousands) Service cost $ 3 $ 4 Interest cost 92 151 Amortization of prior service credit ( 16 ) ( 15 ) Amortization of actuarial gains ( 157 ) ( 86 ) Net periodic benefit (credit) cost $ ( 78 ) $ 54 -14- SILGAN HOLDINGS INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Information at March 31, 2026 and 2025 and for the three months then ended is unaudited) Note 11. Income Taxes Silgan and its subsidiaries file U.S. Federal income tax returns, as well as income tax returns in various states and foreign jurisdictions. We expect the Internal Revenue Service, or IRS, will complete its review of the 2024 tax year with no change to our filed federal income tax return. We have been accepted into the Compliance Assurance Process program for the 2025 and 2026 tax years which provides for the review by the IRS of tax matters relating to our tax return prior to filing. Note 12. Treasury Stock On November 5, 2025, our Board of Directors authorized the repurchase by us of up to an aggregate of $ 500.0 million of our common stock by various means from time to time through and including December 31, 2029. We did 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 March 31, 2026, 69,432,738 shares of our common stock were held in treasury. Note 13. Stock-Based Compensation We currently have one stock-based compensation plan in effect under which we have issued restricted stock units to our officers, other key employees and outside directors. During the first three months of 2026, 777,600 restricted stock units were granted to certain of our officers and other key employees. The fair value of these restricted stock units at the grant date was $ 37.0 million, which is being amortized ratably over the respective vesting period from the grant date. -15- SILGAN HOLDINGS INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Information at March 31, 2026 and 2025 and for the three months then ended is unaudited) Note 14. Segment Information Our chief operating decision maker, who is our Chief Executive Officer and President, evaluates performance of our business segments and allocates resources based on the adjusted EBIT of our business segments. Adjusted EBIT is not a defined term under GAAP. We define adjusted EBIT as income before interest and income taxes excluding acquired intangible asset amortization expense, other pension (income) expense for U.S. pension plans and closed facilities, rationalization charges and costs attributed to announced acquisitions and including, as applicable, equity in earnings of affiliates, net of tax. Adjusted EBIT should not be considered in isolation or as a substitute for income before interest and income taxes or any other financial data prepared in accordance with GAAP and may not be comparable to calculations of similarly titled measures by other companies. Reportable segment information was as follows: Dispensing and Specialty Closures Metal Containers Custom Containers Corporate Total (Dollars in thousands) Three months ended March 31, 2026 Net sales $ 685,322 $ 724,870 $ 151,066 $ — $ 1,561,258 Segment expenses and other (a) 590,447 675,045 129,348 15,667 1,410,507 Equity in earnings of affiliates, net of tax 1,198 — — — 1,198 Adjusted EBIT 96,073 49,825 21,718 ( 15,667 ) 151,949 Depreciation 40,668 19,991 8,039 118 68,816 Segment assets 5,756,062 2,665,140 759,653 62,420 9,243,275 Capital expenditures 48,486 29,110 4,848 — 82,444 Three months ended March 31, 2025 Net sales $ 671,103 $ 628,427 $ 167,131 $ — $ 1,466,661 Segment expenses and other (a) 573,062 578,871 142,547 15,073 1,309,553 Equity in earnings of affiliates, net of tax 1,162 — — — 1,162 Adjusted EBIT 99,203 49,556 24,584 ( 15,073 ) 158,270 Depreciation 35,855 19,285 8,764 46 63,950 Segment assets 5,566,505 2,352,480 782,577 37,677 8,739,239 Capital expenditures 43,434 31,243 7,839 408 82,924 (a) Segment expenses and other includes cost of goods sold, selling, general and administrative expenses, and other pension and postretirement (income) expense and excludes acquired intangible asset amortization expense, other pension (income) expense only for U.S. pension plans and closed facilities, and costs attributed to announced acquisitions. -16- SILGAN HOLDINGS INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Information at March 31, 2026 and 2025 and for the three months then ended is unaudited) Total adjusted EBIT is reconciled to income before income taxes for the three months ended March 31 as follows: 2026 2025 (Dollars in thousands) Total adjusted EBIT $ 151,949 $ 158,270 Less: Acquired intangible asset amortization expense 16,116 15,413 Other pension (income) for U.S. pension plans and closed facilities ( 1,007 ) ( 925 ) Equity in earnings of affiliates, net of tax 1,198 1,162 Rationalization charges 9,047 10,959 Costs attributed to announced acquisitions — 1,117 Income before interest and income taxes 126,595 130,544 Interest and other debt expense 42,449 42,928 Income before income taxes $ 84,146 $ 87,616 Net sales and adjusted EBIT of our metal containers segment and of part of our dispensing and specialty closures segment are dependent, in part, upon the vegetable and fruit harvests in the United States and, to a lesser extent, in a variety of national growing regions in Europe. The size and quality of these harvests varies from year to year, depending in large part upon the weather conditions in applicable regions. Because of the seasonality of the harvests, we have historically experienced higher unit sales volume in the third quarter of our fiscal year and generated a disproportionate amount of our annual adjusted EBIT during that quarter. -17-