BALL Corp 8-K/A, filed Nov 21, 2025
BALL Corp (BALL)
About this 8-K/A
BALL Corp filed this 8-K/A on November 21, 2025, reporting on events of November 10, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
Amendment No. 1
Current Report
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Ball Corporation
Current Report on Form 8-K/A
Dated November 10, 2025
Explanatory Note
This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K of Ball Corporation (“Ball”) filed with the Securities and Exchange Commission on November 10, 2025 (the “Initial Filing”) in which Ball reported the departure of Daniel W. Fisher, and provides information relating to the severance benefits provided to Mr. Fisher, the severance agreement reflecting said benefits and his departure from the Board of Directors.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Mr. Fisher and the Company are parties to a previously disclosed Severance Benefit Agreement which provides to Mr. Fisher severance benefits upon his departure. In addition to the benefits provided thereunder, Mr. Fisher’s outstanding 2023 and 2024 Long-Term Cash Incentive Compensation awards, the 2023 and 2024 performance-contingent restricted stock unit awards and the 2022 Deposit Share Program restricted stock unit awards will continue to vest on the existing schedule and applicable performance conditions, subject to a pro-rata reduction reflecting Mr. Fisher’s employment during the performance period.
A copy of the separation agreement and release between the Company and Mr. Fisher dated November 19, 2025 reflecting the severance benefits that he will receive, including the benefits described herein, is attached hereto as Exhibit 10.1. The above description of the material terms of the separation agreement and release does not purport to be complete and is qualified in its entirety by reference to such Exhibit.
In addition, in connection with his departure from the Company, Mr. Fisher tendered his resignation from the Board of Directors on November 18, 2025.
This Amendment No. 1 does not amend any other items of the Initial Filing or purport to provide an update or a discussion of any developments at Ball or its subsidiaries subsequent to the Initial Filing and is being filed solely to provide the additional disclosures required by Items 5.02 and 9.01 of Form 8-K that were not previously filed with the Initial Filing. The information previously reported in or filed with the Initial Filing is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits
Exhibits.
The following are furnished as exhibits to this report:
| Exhibit 10.1 | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Ball Corporation
Form 8-K/A
November 10, 2025
EXHIBIT INDEX | ||
| | |
Description | | Exhibit |
| 10.1 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BALL CORPORATION | ||
| (Registrant) | ||
| | | |
| | | |
| By: | /s/ Hannah Lim-Johnson | |
| | Hannah Lim-Johnson | |
| | Title: Senior Vice President and Chief Legal Officer | |
Date: November 21, 2025
Exhibit 10.1
SEPARATION AGREEMENT AND RELEASE
This Separation Agreement and Release (“Agreement”), is between Daniel W. Fisher (“Executive”) and Ball Corporation and its beverage and consumer packaging subsidiaries and affiliates (“Ball” or the “Company”), collectively referred to as the “Parties.”
| (a) | Executive will be paid Executive’s annual base salary (“Annual Base Salary”) through the Date of Termination, paid in the form of a lump sum within the time frame required by applicable law. |
| (b) | Executive will be paid an amount equal to Executive’s annual incentive compensation (“Annual Incentive Compensation”), calculated in accordance with the provisions of the Company’s Economic Value Added Incentive Compensation Plan (“Annual Incentive Compensation Plan”) or successor or other similar plan or plans in effect from time to time and subject to a time pro-rating reduction (reflecting time employed in the performance period); provided however, to the extent that Executive would not be otherwise entitled to the Annual Incentive Compensation thereunder by reason of failing to remain employed with the Company until the date specified under the Annual Incentive Compensation Plan or failing to satisfy a specified attained age, service or similar requirement, then such requirement shall not provide a basis for forfeiture of payment for such fiscal year in which termination occurs. This amount will be paid at such time as |
Exhibit 10.1
| amounts are regularly paid under the applicable plans but in no event later than March 15, 2026, unless otherwise provided pursuant to the terms of applicable effective deferral elections. |
| (c) | Executive will be paid a lump sum amount equal to twenty-four (24) months of the full premium amounts (employer and employee portions) for life, disability, accident and health insurance benefits at the coverage levels and rates in effect for the benefit of Executive as of the Date of Termination, as determined in the sole discretion of the Company. Such lump sum will be paid to Executive five (5) days following the date that is six (6) months following the Date of Termination. |
| (d) | Executive will be paid all accrued but unused vacation as of the Date of Termination; such payment shall be made within the time frame required by applicable law. |
| (a) | Upon this Agreement becoming fully effective with respect to the claims intended to be released thereby, including but not limited to claims under the ADEA, Executive will be paid, five (5) days following the date that is six (6) months following the date after Executive’s separation from service: (i) a lump sum amount, in cash, equal to two (2.0) times the sum of (x) Annual Base Salary in effect immediately prior to the Date of Termination, and (y) Executive’s Annual Incentive Compensation, calculated based on the Target Incentive Percent, as defined in the Annual Incentive Compensation Plan, established for the Executive, for the fiscal year in which the Date of Termination occurs, and (ii) the actuarial present value of all benefits under the Company’s defined contribution retirement plan(s), defined benefit pension plan(s) and any supplemental executive retirement plan(s) to which Executive would have been entitled had he remained in employment with the Company for an additional twenty-four (24) months, each, where applicable, at the rate of Annual Base Salary, and using the same assumptions and factors, in effect as of the Date of Termination, minus the actuarial present value of the benefits to which he is actually entitled under the abovementioned plans, as determined in the sole discretion of the Company. |
| (b) | Ongoing pro-rata vesting of (i) 2023 Long-Term Cash Incentive Compensation ($1,450,000), (ii) the 2024 Long-Term Cash Incentive Compensation ($1,607,500), (iii) the 2023 performance-contingent restricted stock units (“PC-RSUs”) (51,201 units) granted January 25, 2023, (iv) the 2024 PC-RSUs (57,544 units) granted January 24, 2024, (v) the Deposit Share Program restricted stock units granted June 15, 2022 (7,000 units), and (vi) the Deposit Share Program restricted stock units granted December 15, 2022 (7,000 units). Vesting / release of these awards will be subject to a time pro-rating reduction (reflecting time employed in the performance period), and to the applicable performance conditions, with vesting / release on the original schedule. |
Exhibit 10.1
For the avoidance of doubt, all other outstanding Long-Term Incentive (LTI) awards will be treated in accordance with the terms set out in the applicable award agreements, with the result that they will be forfeited on the Date of Termination, with the exception of any vested but unexercised options which will be forfeited 30 days after the Date of Termination.
| (c) | Executive understands and agrees that all payments or benefits made to Executive in accordance with this Agreement shall be subject to whatever payroll taxes or other deductions that the Company is required to make by law. |
Exhibit 10.1
Notwithstanding Executive’s confidentiality and non-disclosure obligations in this Agreement and otherwise, he understands that as provided by the Federal Defend Trade Secrets Act, he will not be held criminally or civilly liable under any federal or state trade-secret law for the disclosure of a trade secret made: (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Exhibit 10.1
Exhibit 10.1
Exhibit 10.1
18.Effective Date. All of the obligations and requirements in this Agreement will be made effective on the execution date.
Exhibit 10.1
Notwithstanding any other provision of this Agreement to the contrary, if at the time of Executive’s separation from service, (x) Executive is a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time), and (y) the Company makes a good faith determination that an amount payable on account of such separation from service to Executive constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after such six-month period (or upon Executive’s death, if earlier).
SIGNATURES ON FOLLOWING PAGE
Exhibit 10.1
Executive has read and fully understands this Agreement. Executive voluntarily accepts and agrees to its terms.
SOLELY FOR PURPOSES OF ADEA RELEASE:
Daniel W. Fisher
/s/ Daniel W. Fisher
Date: November 19, 2025
ACCEPTED AND AGREED TO FOR ALL OTHER PURPOSES:
Daniel W. Fisher | Ball Corporation |
/s/ Daniel W. Fisher | /s/ Stuart A. Taylor II |
Date: November 19, 2025 | Date: November 19, 2025 |
| Title: Chairman |