Greif, Inc 10-Q for FY2026 Q1
Greif, Inc (GEF)
10-Q
2026-01-30
For: 2025-12-31
View Original
Added on
April 06, 2026
About this 10-Q
Greif, Inc filed this 10-Q on January 30, 2026, covering the quarter ended December 31, 2025 (FY2026 Q1).
Headline figures
Quarter ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $994.8M
- down 2.2% from $1.02B a year earlier
- Net income
- $174.6M
- up 693.6% from net income of $22M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended December 31, 2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission File Number 001-00566
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: (740 ) 549-6000
Former name, former address and former fiscal year, if changed since last report: Not Applicable
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||||||||
| Emerging growth company | |||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
The number of shares outstanding of each of the issuer’s classes of common stock as of the close of business on January 27, 2026:
| Class A Common Stock | |||||
| Class B Common Stock | |||||
| Item | Page | |||||||
| 1 | ||||||||
| 2 | ||||||||
| 4 | ||||||||
| 1A | ||||||||
| 2 | ||||||||
| 6 | ||||||||
2
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
| Three Months Ended December 31, | |||||||||||||||||||||||
| (in millions, except per share amounts) | 2025 | 2024 | |||||||||||||||||||||
| Net sales | $ | $ | |||||||||||||||||||||
| Cost of products sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Acquisition and integration related costs | |||||||||||||||||||||||
| Restructuring and other charges | |||||||||||||||||||||||
| Non-cash asset impairment charges | |||||||||||||||||||||||
| Gain on disposal of properties, plants and equipment, net | ( | ( | |||||||||||||||||||||
| Loss on disposal of businesses, net | |||||||||||||||||||||||
| Operating profit | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Non-cash pension settlement charges | |||||||||||||||||||||||
| Other expense, net | |||||||||||||||||||||||
| Income from continuing operations before income tax expense and equity earnings of unconsolidated affiliates, net | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
Equity earnings of unconsolidated affiliates, net of tax | ( | ( | |||||||||||||||||||||
| Net income from continuing operations | |||||||||||||||||||||||
| Net (loss) income from discontinued operations, net of tax | ( | ||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Net income attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||
| Net income attributable to Greif, Inc. | $ | $ | |||||||||||||||||||||
| Basic earnings per share attributable to Greif, Inc. common shareholders: | |||||||||||||||||||||||
| Class A common stock (continued operations) - basic | $ | $ | |||||||||||||||||||||
| Class A common stock (discontinued operations) - basic | $ | ( | $ | ||||||||||||||||||||
| Earnings per Class A common stock - basic | $ | $ | |||||||||||||||||||||
| Class B common stock (continued operations) - basic | $ | $ | |||||||||||||||||||||
| Class B common stock (discontinued operations) - basic | $ | ( | $ | ||||||||||||||||||||
| Earnings per Class B common stock - basic | $ | $ | |||||||||||||||||||||
Diluted earnings per share attributable to Greif, Inc. common shareholders: | |||||||||||||||||||||||
| Class A common stock (continued operations) - diluted | $ | $ | |||||||||||||||||||||
| Class A common stock (discontinued operations) - diluted | $ | ( | $ | ||||||||||||||||||||
| Earnings per Class A common stock - diluted | $ | $ | |||||||||||||||||||||
| Class B common stock (continued operations) - diluted | $ | $ | |||||||||||||||||||||
| Class B common stock (discontinued operations) - diluted | $ | ( | $ | ||||||||||||||||||||
| Earnings per Class B common stock - diluted | $ | $ | |||||||||||||||||||||
Weighted-average number of Class A common shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
Weighted-average number of Class B common shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Cash dividends declared per common share: | |||||||||||||||||||||||
| Class A common stock | $ | $ | |||||||||||||||||||||
| Class B common stock | $ | $ | |||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements
3
GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
| Three Months Ended December 31, | |||||||||||||||||||||||
| (in millions) | 2025 | 2024 | |||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Foreign currency translation | ( | ||||||||||||||||||||||
| Derivative financial instruments | ( | ||||||||||||||||||||||
| Minimum pension liabilities | |||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ||||||||||||||||||||||
| Comprehensive income (loss) | ( | ||||||||||||||||||||||
| Comprehensive income attributable to noncontrolling interests | |||||||||||||||||||||||
| Comprehensive income (loss) attributable to Greif, Inc. | $ | $ | ( | ||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements
4
GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| (in millions) | December 31, 2025 | September 30, 2025 | |||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Trade accounts receivable, net of allowance | |||||||||||
| Inventories: | |||||||||||
| Raw materials | |||||||||||
| Finished goods | |||||||||||
| Current assets held for sale | |||||||||||
| Prepaid expenses | |||||||||||
| Other current assets | |||||||||||
| Long-term assets | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net of amortization | |||||||||||
| Deferred tax assets | |||||||||||
| Pension assets | |||||||||||
| Noncurrent assets held for sale | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Finance lease right-of-use assets | |||||||||||
| Other long-term assets | |||||||||||
| Properties, plants and equipment | |||||||||||
| Land | |||||||||||
| Buildings | |||||||||||
| Machinery and equipment | |||||||||||
| Capital projects in progress | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Total assets | $ | $ | |||||||||
See accompanying Notes to Condensed Consolidated Financial Statements
5
GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| (in millions) | December 31, 2025 | September 30, 2025 | |||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued payroll and employee benefits | |||||||||||
| Restructuring reserves | |||||||||||
| Short-term borrowings | |||||||||||
| Current liabilities held for sale | |||||||||||
| Current portion of operating lease liabilities | |||||||||||
| Current portion of finance lease liabilities | |||||||||||
| Dividends payable | |||||||||||
| Other current liabilities | |||||||||||
| Long-term liabilities | |||||||||||
| Long-term debt | |||||||||||
| Operating lease liabilities | |||||||||||
| Finance lease liabilities | |||||||||||
| Deferred tax liabilities | |||||||||||
| Pension liabilities | |||||||||||
| Postretirement benefit obligations | |||||||||||
| Contingent liabilities and environmental reserves | |||||||||||
| Other long-term liabilities | |||||||||||
| Commitments and contingencies (Note 9) | |||||||||||
| Redeemable noncontrolling interests | |||||||||||
| Equity | |||||||||||
| Common stock, without par value | |||||||||||
| Treasury stock, at cost | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss, net of tax: | |||||||||||
| Foreign currency translation | ( | ( | |||||||||
| Derivative financial instruments | |||||||||||
| Minimum pension liabilities | ( | ( | |||||||||
| Total Greif, Inc. shareholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total shareholders’ equity | |||||||||||
| Total liabilities and shareholders’ equity | $ | $ | |||||||||
See accompanying Notes to Condensed Consolidated Financial Statements
6
GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Three Months Ended December 31, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | ||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation, depletion and amortization | |||||||||||
| Non-cash asset impairment charges | |||||||||||
| Non-cash pension settlement charges | |||||||||||
| Gain on disposals of properties, plants and equipment, net | ( | ( | |||||||||
| Loss on disposals of businesses, net | |||||||||||
| Unrealized foreign exchange (gain) loss | ( | ||||||||||
| Deferred income tax benefit | ( | ( | |||||||||
| Non-cash lease expense | |||||||||||
| Other, net | |||||||||||
| Increase (decrease) in cash from changes in certain assets and liabilities, net of impacts from acquisitions: | |||||||||||
| Trade accounts receivable | |||||||||||
| Inventories | ( | ( | |||||||||
| Accounts payable | ( | ( | |||||||||
| Restructuring reserves | ( | ( | |||||||||
| Operating leases | ( | ( | |||||||||
| Pension and post-retirement benefit liabilities | ( | ( | |||||||||
| Other, net | ( | ||||||||||
| Net cash (used in) provided by operating activities | ( | ||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of business, net of cash acquired | ( | ||||||||||
| Purchases of properties, plants and equipment | ( | ( | |||||||||
| Payments for deferred purchase price of acquisitions | ( | ( | |||||||||
| Proceeds from the sale of properties, plants, equipment and other assets | |||||||||||
| Payments for the sale of businesses | ( | ||||||||||
| Proceeds from hedging derivatives | |||||||||||
| Other, net | ( | ||||||||||
| Net cash provided (used in) investing activities | ( | ||||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of long-term debt | |||||||||||
| Payments on long-term debt | ( | ( | |||||||||
| Proceeds (payments) on short-term borrowings, net | ( | ||||||||||
| Proceeds from trade accounts receivable credit facility | |||||||||||
| Payments on trade accounts receivable credit facility | ( | ( | |||||||||
| Dividends paid to Greif, Inc. shareholders | ( | ( | |||||||||
| Dividends paid to noncontrolling interests | ( | ( | |||||||||
| Payments for share repurchases | ( | ||||||||||
| Other, net | ( | ( | |||||||||
| Net cash (used in) provided by financing activities | ( | ||||||||||
| Effects of exchange rates on cash | ( | ||||||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
See accompanying Notes to Condensed Consolidated Financial Statements
7
GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
| Three Months Ended December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Greif, Inc. Equity | Non controlling interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except for shares which are in thousands) | Common Shares | Amount | Treasury Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
| As of September 30, 2025 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation, net of $ | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative financial instruments, net of $ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum pension liability adjustment, net of $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income | . | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Current period mark to redemption value of redeemable noncontrolling interest and other | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income allocated to redeemable noncontrolling interests | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared to Greif, Inc. shareholders ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid to noncontrolling interests and other | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends earned on RSU shares | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Colleague stock purchase plan | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Share repurchases | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Share based compensation | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| As of December 31, 2025 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Greif, Inc. Equity | Non controlling interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except for shares which are in thousands) | Common Shares | Amount | Treasury Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
| As of September 30, 2024 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
Net income | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Derivative financial instruments, net of $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum pension liability adjustment, net of $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income (loss) | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Current period mark to redemption value of redeemable noncontrolling interest | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income allocated to redeemable noncontrolling interests | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared to Greif, Inc. shareholders ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid to noncontrolling interests and other | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends earned on RSU shares | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Colleague stock purchase plan | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Share based compensation | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| As of December 31, 2024 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements
8
GREIF, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The interim condensed consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission (“SEC”) instructions to Quarterly Reports on Form 10-Q and include all of the information and disclosures required by accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting. The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the interim condensed consolidated financial statements and accompanying notes. Actual amounts could differ from those estimates.
The fiscal year of Greif, Inc. and its subsidiaries (the “Company”) begins on October 1 and ends on September 30 of the following year. Any references to years relates to the fiscal year ended in that year, unless otherwise stated.
The information filed herein reflects all adjustments that are, in the opinion of management, necessary for a fair presentation of the interim condensed consolidated balance sheet as of December 31, 2025 and the condensed consolidated balance sheet as of September 30, 2025, the interim condensed consolidated statements of income, comprehensive income and changes in shareholders’ equity for the three months ended December 31, 2025 and 2024 and the interim condensed consolidated statements of cash flows for the three months ended December 31, 2025 and 2024 of the Company. The interim condensed consolidated financial statements include the accounts of Greif, Inc., all wholly-owned and consolidated subsidiaries and investments in limited liability companies, partnerships and joint ventures in which it has controlling influence or is the primary beneficiary. Non-majority owned entities include investments in limited liability companies, partnerships and joint ventures in which the Company does not have controlling interest and are accounted for using either the equity or cost method, as appropriate.
The unaudited interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (this “Form 10-Q”) should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Transition Report on Form 10-KT for its fiscal year ended September 30, 2025 (the “2025 Form 10-KT”).
Change in Presentation
Discontinued Operations
On June 30, 2025, the Company entered into a definitive agreement to sell its containerboard business, including the CorrChoice sheet feeder system (the “Containerboard Business”), and the equity interests in the Company’s subsidiaries that directly owned the Containerboard Business on the date of closing. The transaction was completed effective as of August 31, 2025 (the “Containerboard Divestiture”). The Containerboard Divestiture qualifies as discontinued operations because it represents a strategic shift that will have a major impact on the Company’s operations and financial results. As a result, the Containerboard Business is presented as discontinued operations beginning in the third quarter of 2025. See Note 2 to the interim condensed consolidated financial statements for additional disclosures.
The Company has reclassified the financial results of the Containerboard Business to discontinued operations, net of tax, in the Condensed Consolidated Statements of Income for all periods presented. Cash flows from the Company’s discontinued operations are not presented separately in the Condensed Consolidated Statements of Cash Flows for all periods presented. Unless otherwise noted, the discussion in these Notes to the interim condensed consolidated financial statement relates only to continuing operations.
Recast of Certain Prior Period Information
Effective October 1, 2025, the Company changed the name of its Integrated Solutions reportable segment to Innovative Closure Solutions.
The Company is involved in the purchase and sale of recycled fiber and the production and sale of adhesives used in the Company’s paperboard products. Both of these products were previously reported under the Integrated Solutions reportable segment (now the Innovative Closure Solutions reportable segment), and effective October 1, 2025, these products are reported under the Sustainable Fiber Solutions reportable segment. The Company is also involved in the production and sale of complimentary packaging products and services such as paints, linings and filling that are related to the Company’s steel products. Both of these products and services were previously reported under the Integrated Solutions reportable segment (now
9
the Innovative Closure Solutions reportable segment), and effective October 1, 2025, these products and services are reported under the Durable Metal Solutions reportable segment. These adjustments position each business within its respective place in the integrated value chain and reinforce a clear emphasis on closure systems within the Innovative Closure Solutions reportable segment. This internal re-alignment has resulted in prior period segment information being recast for the 2025 fiscal year.
Effective October 1, 2025, the Company’s fiscal year was changed to begin on October 1 (rather than November 1), and ends on September 30 (rather than October 31) of the following year, and each fiscal quarter end was changed to align with the fiscal year end change with the first fiscal quarter ended December 31, 2025. This fiscal quarter re-alignment has resulted in prior period quarterly information being recast for the 2025 fiscal year. The prior reported fiscal quarters for the 2025 fiscal year ended on January 31, 2025, April 30, 2025, July 31, 2025 and September 30, 2025 (a two-month period).
Newly Adopted Accounting Standards
In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which is intended to improve reportable segment disclosure requirements. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this ASU on November 1, 2024. The adoption of this guidance did not have a material impact on the Company's financial position, results of operations, comprehensive income, cash flows or disclosures.
Recently Issued Accounting Standards
In September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software,” which is intended to modernize the accounting for internal-use software costs. This ASU is effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The effective date for the Company to adopt this ASU is for the fiscal year and interim periods beginning October 1, 2028. The Company is in the process of determining the potential impact of adopting this guidance on its financial position, results of operations, comprehensive income, cash flow and disclosures.
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which is intended to improve disclosures related to certain of the Company’s income statement expenses. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The effective date for the Company to adopt this ASU is for the fiscal year and interim periods beginning October 1, 2027 and October 1, 2028 respectively. The Company is in the process of determining the potential impact of adopting this guidance on its financial position, results of operations, comprehensive income, cash flow and disclosures.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Tax Disclosures,” which is intended to improve the effectiveness of income tax disclosures. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The effective date for the Company to adopt this ASU is for the fiscal year beginning October 1, 2025. The Company is in the process of determining the potential impact of adopting this guidance on its financial position, results of operations, comprehensive income, cash flow and disclosures.
10
NOTE 2 — DIVESTITURES
Divestitures
Soterra Divestiture
On August 5, 2025, the Company entered into a definitive agreement to sell its Soterra land management assets, consisting primarily of approximately 173,000 acres of timberland (the “Soterra Assets”). The carrying value of $231.4 million was classified as held for sale as of September 30, 2025. The transaction closed on October 1, 2025 for a purchase price of $462.0 million (the “Soterra Divestiture”). Net cash proceeds from the sale were used for debt repayment. The Soterra Divestiture does not qualify as discontinued operations, as it does not represent a strategic shift that has had a major impact on the Company’s operations or financial results. The transaction was accounted for as an asset sale and resulted in a $216.2 million gain on sale of properties, plants and equipment, net.
Containerboard Business Divestiture
Effective as of August 31, 2025, the Company completed the Containerboard Divestiture for a purchase price of $1,804.7 million. The Company incurred transaction costs of $23.4 million to complete this divestment. The net cash proceeds from the sale of the Containerboard Business have been used for debt repayment. The Containerboard Business was previously reported under the Company’s Sustainable Fiber Solutions segment. The Containerboard Divestiture qualifies as discontinued operations because it represents a strategic shift that will have a major impact on the Company’s operations and financial results.
In accordance with ASC 205-20, Allocation of Interest to Discontinued Operations, the Company elected to allocate interest expense to discontinued operations for the Company’s debt that is not directly attributable to the Containerboard business. Interest expense was allocated based on a ratio of debt repayment expected from sale proceeds to total debt.
The following table presents results of operations of the Containerboard Business from discontinued operations:
| Three Months Ended December 31, | |||||||||||||||||||||||
| (in millions) | 2025 | 2024 | |||||||||||||||||||||
| Net sales | $ | $ | |||||||||||||||||||||
| Cost of products sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Loss on disposal of properties, plants and equipment, net | |||||||||||||||||||||||
| Loss on disposal of businesses, net | |||||||||||||||||||||||
| Operating (loss) profit | ( | ||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| (Loss) income from discontinued operations before income tax expense and equity earnings of unconsolidated affiliates, net | ( | ||||||||||||||||||||||
| Income tax (benefit) expense | ( | ||||||||||||||||||||||
| Net (loss) income from discontinued operations | ( | ||||||||||||||||||||||
| Net (loss) income from discontinued operations attributable to Greif, Inc. | $ | ( | $ | ||||||||||||||||||||
For net sales and costs of products sold, which had previously been eliminated in consolidation related to intercompany sales of recycled fiber to the Containerboard Business, $7.7
11
The following table presents depreciation, amortization, and capital expenditures of the Containerboard Business from discontinued operations:
| Three Months Ended December 31, | |||||||||||||||||||||||
| (in millions) | 2024 | ||||||||||||||||||||||
| Depreciation and amortization | $ | ||||||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||
The Company had no other material noncash operating and investing activities related to the discontinued operations.
NOTE 3 — GOODWILL
As previously discussed, effective October 1, 2025, the Company changed the name of its Integrated Solutions reportable segment to Innovative Closure Solutions.
The Company is involved in the purchase and sale of recycled fiber and the production and sale of adhesives used in the Company’s paperboard products. Both of these products were previously reported under the Integrated Solutions reportable segment (now the Innovative Closure Solutions reportable segment), and effective October 1, 2025, these products are reported under the Sustainable Fiber Solutions reportable segment. The Company is also involved in the production and sale of complimentary packaging products and services such as paints, linings and filling that are related to the Company’s steel products. Both of these products and services were previously reported under the Integrated Solutions reportable segment (now the Innovative Closure Solutions reportable segment), and effective October 1, 2025, these products and services are now reported under the Durable Metal Solutions reportable segment. As a result of this segment realignment, the Company allocated goodwill to the recycled business, adhesives business, paints and linings business and filling business that moved between reportable segments on a relative fair value basis as of the first quarter of 2026.
The following table summarizes the changes in the carrying amount of goodwill by segment for the three months ended December 31, 2025:
| (in millions) | Customized Polymer Solutions | Durable Metal Solutions | Sustainable Fiber Solutions | Innovative Closure Solutions | Total | ||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Segment recast | ( | ||||||||||||||||||||||||||||
| Currency translation | |||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
NOTE 4 — RESTRUCTURING CHARGES
The following is a reconciliation of the beginning and ending restructuring reserve balances for the three months ended December 31, 2025:
| (in millions) | Employee Separation Costs | Other Costs | Total | ||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ||||||||||||||
| Costs incurred and charged to expense | |||||||||||||||||
| Costs paid or otherwise settled | ( | ( | ( | ||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ||||||||||||||
The focus for restructuring activities in 2026 is to continue optimizing operations to manage a historical period of industrial activity contraction while simultaneously transforming the Company’s internal processes and portfolio mix for optimal alignment to long-term profitable earnings growth.
During the three months ended December 31, 2025, the Company recorded restructuring charges of $8.2 million, as compared to $3.3 million of restructuring charges recorded during the three months ended December 31, 2024. The restructuring activity for the three months ended December 31, 2025 consisted of $4.5 million in employee separation costs and $3.7 million in other
12
restructuring costs, primarily consisting of costs associated with site closures, professional fees and other fees associated with restructuring activities.
The following is a reconciliation of the total amounts expected to be incurred from open restructuring plans or plans that are being formulated and have not been announced as of the filing date of this Form 10-Q. Remaining amounts expected to be incurred were $26.6 million as of December 31, 2025:
| (in millions) | Total Amounts Expected to be Incurred | Amounts Incurred During the Three Months Ended December 31, 2025 | Amounts Remaining to be Incurred | ||||||||||||||
| Customized Polymer Solutions | |||||||||||||||||
| Employee separation costs | $ | $ | $ | ||||||||||||||
| Other restructuring costs | |||||||||||||||||
| Durable Metal Solutions | |||||||||||||||||
| Employee separation costs | $ | ||||||||||||||||
| Other restructuring costs | |||||||||||||||||
| Sustainable Fiber Solutions | |||||||||||||||||
| Employee separation costs | $ | ||||||||||||||||
| Other restructuring costs | |||||||||||||||||
| Innovative Closure Solutions | |||||||||||||||||
| Employee separation costs | |||||||||||||||||
| Other restructuring costs | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
NOTE 5 — DEBT
Long-Term Debt
Long-term debt is summarized as follows:
| (in millions) | December 31, 2025 | September 30, 2025 | |||||||||
| 2022 Credit Agreement - Term Loans | $ | $ | |||||||||
| 2023 Credit Agreement - Term Loan | |||||||||||
| 2022 Credit Agreement - Revolving Credit Facility | |||||||||||
| Less: deferred financing costs | |||||||||||
| Long-term debt, net | $ | $ | |||||||||
Credit Agreements
The Company and certain of its subsidiaries are parties to a senior secured credit agreement (the “2022 Credit Agreement”) with a syndicate of financial institutions.
The 2022 Credit Agreement provides for (a) an $800.0 million secured revolving credit facility, consisting of a $725.0 million multicurrency facility and a $75.0 million U.S. dollar facility, maturing on March 1, 2027, (b) a $1,100.0 million secured term loan A-1 facility with quarterly principal installments that commenced on July 31, 2022 and continue through January 31, 2027, with any outstanding principal balance of such term loan A-1 facility being due and payable on maturity on March 1, 2027, (c) a $515.0 million secured term loan A-2 facility with quarterly principal installments that commenced on July 31, 2022 and continue through January 31, 2027, with any outstanding principal balance of such term loan A-2 being due and payable on
13
maturity on March 1, 2027, and (d) as further described below, a $300.0 million incremental secured term loan A-4 facility with quarterly principal installments that commenced on April 30, 2024 and continue through January 31, 2027, with any outstanding principal balance of such term loan A-4 being due and payable on maturity on March 1, 2027. Subject to the terms of the 2022 Credit Agreement, the Company has an option to borrow additional funds under the 2022 Credit Agreement with the agreement of the lenders.
On March 25, 2024, the Company and certain of its subsidiaries entered into an incremental term loan agreement (the “Incremental Term Loan A-4 Agreement”) with a syndicate of financial institutions. The Incremental Term Loan A-4 Agreement is an amendment to the 2022 Credit Agreement. The Incremental Term Loan A-4 Agreement provided for a loan in the aggregate principal amount of $300.0 million that was made available in a single draw on March 25, 2024 (the “Incremental Term Loan A-4”). Amounts repaid or prepaid in respect of the Incremental Term Loan A-4 may not be reborrowed. The Incremental Term Loan A-4 amortizes at 2.50 % per annum in equal quarterly principal installments, with the remaining outstanding principal balance due on March 1, 2027. The terms and provisions of the Incremental Term Loan A-4 are identical in all material respects to the terms and provisions of the other term loans made under the 2022 Credit Agreement. The Company’s obligations with respect to the Incremental Term Loan A-4 are secured and guaranteed with the other obligations under the 2022 Credit Agreement on a pari passu basis. The Company used the proceeds from the Incremental Term Loan A-4 to repay funds drawn on the revolving credit facility under the 2022 Credit Agreement for the purchase of Ipackchem on March 26, 2024.
Interest accruing under the 2022 Credit Agreement is based on Secured Overnight Financing Rate (“SOFR”) plus a credit spread adjustment or a base rate that resets periodically plus, in each case, a calculated margin amount that is based on the Company’s leverage ratio.
On May 17, 2023, the Company and Greif Packaging LLC, a direct wholly owned subsidiary of Greif, Inc. (“Greif Packaging”), entered into a $300.0 million senior secured credit agreement (the “2023 Credit Agreement” and, together with the 2022 Credit Agreement, the “2022 and 2023 Credit Agreements”) with a syndicate of financial institutions, of which CoBank, ACB (“CoBank”) acted as a lender and as the lead administrative agent. The 2023 Credit Agreement is permitted incremental equivalent debt under the terms of the 2022 Credit Agreement. The 2023 Credit Agreement provides for a $300.0 million secured term loan facility on a pari passu basis with the 2022 Credit Agreement, with quarterly principal installments that commenced on July 31, 2023 and will continue through January 31, 2028, with any outstanding principal balance of such term loan being due and payable on maturity on May 17, 2028. The Company used the borrowings under the 2023 Credit Agreement to repay and refinance a portion of the outstanding borrowings under the 2022 Credit Agreement.
Interest accruing under the 2023 Credit Agreement is based on SOFR plus a credit spread adjustment or a base rate that resets periodically plus, in each case, a calculated margin amount that is based on the Company’s leverage ratio.
As of December 31, 2025, $659.0 million was outstanding under the 2022 and 2023 Credit Agreements, which was all classified as long-term. The weighted average interest rate for borrowings under the 2022 and 2023 Credit Agreements was 5.25 % for the three months ended December 31, 2025. The actual interest rate for borrowings under the 2022 and 2023 Credit Agreements was 4.94 % as of December 31, 2025. The deferred financing costs associated with the term loan portion of the 2022 and 2023 Credit Agreements totaled $3.9 million as of December 31, 2025 and are recorded as a reduction of long-term debt on the interim condensed consolidated balance sheets. The deferred financing costs associated with the revolving portion of the 2022 Credit Agreement totaled $1.2 million as of December 31, 2025 and are recorded within other long-term assets on the interim condensed consolidated balance sheets.
Short-Term Debt
Short-term debt is summarized as follows:
| (in millions) | December 31, 2025 | September 30, 2025 | |||||||||
| U.S. accounts receivable credit facilities | |||||||||||
| European accounts receivable credit facilities | |||||||||||
| Other debt | |||||||||||
14
Accounts Receivable Credit Facilities
Greif Receivables Funding LLC (“Greif Funding”), Greif Packaging, and certain other U.S. subsidiaries of the Company are parties to an amended and restated U.S. Receivables Financing Facility Agreement (the “U.S. RFA”) with a maturity date of May 15, 2026. The U.S. RFA provides an accounts receivable financing facility of $200.0 million. As of December 31, 2025, there was a $174.4 million ($179.7 million as of September 30, 2025) outstanding under the U.S. RFA. The weighted average interest rate for borrowings under the U.S. RFA was 5.00 % for the three months ended December 31, 2025.
Greif Funding is a direct subsidiary of Greif Packaging and is included in the Company’s consolidated financial statements. However, because Greif Funding is a separate and distinct legal entity from the Company, the assets of Greif Funding are not available to satisfy the liabilities and obligations of the Company, Greif Packaging or other subsidiaries of the Company, and the liabilities of Greif Funding are not the liabilities or obligations of the Company or its other subsidiaries.
NOTE 6 — FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements
The following table presents the fair value for those assets and (liabilities) measured on a recurring basis as of December 31, 2025 and September 30, 2025:
| December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Assets | Liabilities | ||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||||||||||||||
| Interest rate derivatives | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Foreign exchange hedges | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Insurance annuity | |||||||||||||||||||||||||||||||||||||||||||||||
| Cross currency swap | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Assets | Liabilities | ||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||||||||||||||
| Interest rate derivatives | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Foreign exchange hedges | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Insurance annuity | |||||||||||||||||||||||||||||||||||||||||||||||
| Cross currency swap | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable, current liabilities and short-term borrowings as of December 31, 2025 and September 30, 2025 approximate their fair values because of the short-term nature of these items and are not included in this table.
Interest Rate Derivatives
As of December 31, 2025, the Company has various interest rate swaps with a total notional amount of $275.0 million ($562.5 million as of September 30, 2025), maturing between March 1, 2027 and July 16, 2029. The Company will receive variable rate interest payments based upon one-month U.S. dollar SOFR, and in return the Company will be obligated to pay interest at a weighted average fixed interest rate of 1.16 %. This effectively converted the borrowing rate on an amount of debt equal to the notional amount of the interest rate swaps from a variable rate to a fixed rate.
These derivatives are designated as cash flow hedges for accounting purposes. Accordingly, the gain or loss on these derivative instruments is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings. See
15
Note 11 to the interim condensed consolidated financial statements for additional disclosures of the aggregate gain or loss included within other comprehensive income (loss). The assumptions used in measuring fair value of these interest rate derivatives are considered level 2 inputs, which are based upon observable market rates, including SOFR and interest paid based upon a designated fixed rate over the life of the swap agreements.
Gains reclassified to earnings under these contracts were $2.0 million and $6.2 million for the three months ended December 31, 2025, and 2024, respectively. A derivative gain of $7.5 million, based upon interest rates at December 31, 2025, is expected to be reclassified from accumulated other comprehensive income to earnings in the next twelve months.
Foreign Exchange Hedges
The Company conducts business in various international currencies and is subject to risks associated with changing foreign exchange rates. The Company’s objective is to reduce volatility associated with foreign exchange rate changes. Accordingly, the Company enters into various contracts that change in value as foreign exchange rates change to protect the value of certain existing foreign currency assets and liabilities, commitments and anticipated foreign currency cash flows. As of December 31, 2025, and September 30, 2025, the Company had outstanding foreign currency forward contracts in the notional amount of $118.2 million and $165.0 million, respectively.
Adjustments to fair value are recognized in earnings, offsetting the impact of the hedged profits. The assumptions used in measuring fair value of foreign exchange hedges are considered level 2 inputs, which are based on observable market pricing for similar instruments, principally foreign exchange futures contracts.
For the three months ended December 31, 2025, and 2024, the Company recorded realized gains (losses) of $0.3 million and $(1.9 ) million, respectively, under fair value contracts in other expense, net.
For the three months ended December 31, 2025, and 2024, the Company recorded unrealized net (losses) gains of $(0.8 ) million and $0.1 million, respectively, in other expense, net.
Cross Currency Swap
The Company has operations and investments in various international locations and is subject to risks associated with changing foreign exchange rates. As of December 31, 2025 and September 30, 2025, the Company has various cross currency interest rate swaps that synthetically swap $534.9 1.64 % on these swaps. These agreements are designated as either net investment hedges or cash flow hedges for accounting purposes and will mature between October 5, 2026 and November 3, 2028.
The gain or loss on these net investment hedge derivative instruments is included in the foreign currency translation component of other comprehensive income (loss) until the net investment is sold, diluted, or liquidated. See Note 11 to the interim condensed consolidated financial statements for additional disclosures of the aggregate gain or loss included within other comprehensive income (loss). The gain or loss on the cash flow hedge derivative instruments is included in the unrealized foreign exchange component of other expense, offset by the underlying gain or loss on the underlying cash flows that are being hedged. Interest payments received for the cross currency swap are excluded from the net investment hedge effectiveness assessment and are recorded in interest expense, net on the consolidated statements of income. The assumptions used in measuring fair value of the cross currency swap are considered level 2 inputs, which are based upon the Euro to United States dollar exchange rate market.
For the three months ended December 31, 2025 and 2024, gains recorded in interest expense, net under the cross currency swap agreements were $2.2 million and $1.5 million, respectively.
Other Financial Instruments
The fair values of the Company’s 2022 Credit Agreement, the 2023 Credit Agreement, the U.S. RFA, and the European RFA do not materially differ from carrying value as the Company’s cost of borrowing is variable and approximates current borrowing rates. The fair values of the Company’s long-term obligations are estimated based on either the quoted market prices for the same or similar issues or the current interest rates offered for the debt of the same remaining maturities, which are considered level 2 inputs in accordance with Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures.”
16
Non-Recurring Fair Value Measurements
The following table presents quantitative information about the significant unobservable inputs used to determine the fair value of the impairment of long-lived assets held and used and net assets held for sale for the three months ended December 31, 2025 and 2024:
| Quantitative Information about Level 3 Fair Value Measurements | |||||||||||||||||||||||
| (in millions) | Impairment Amount | Valuation Technique | Unobservable Input | Range of Input Values | |||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Long Lived Assets | $ | Discounted Cash Flows; Indicative Bids | Discounted Cash Flows; Indicative Bids | N/A | |||||||||||||||||||
| Total | $ | ||||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| Long Lived Assets | $ | Discounted Cash Flows; Indicative Bids | Discounted Cash Flows; Indicative Bids | N/A | |||||||||||||||||||
| Total | $ | ||||||||||||||||||||||
For three months ended December 31, 2025, the Company wrote down long-lived assets with a carrying value of $0.7 million to a fair value of $0.5 million, resulting in recognized asset impairment charges of $0.2 million. These charges include $0.2 million related to properties, plants and equipment, net, in the Sustainable Fiber Solutions reportable segment.
For three months ended December 31, 2024, the Company wrote down long-lived assets with a carrying value of $0.3 million to a fair value of $0.0 million , resulting in recognized asset impairment charges of $0.3 million. These charges include $0.3 million related to properties, plants and equipment, net, in the Customized Polymer Solutions reportable segment.
The assumptions used in measuring fair value of long-lived assets are considered level 3 inputs, which include bids received from third parties, recent purchase offers, market comparable information, and discounted cash flows based on assumptions that market participants would use.
NOTE 7 – STOCK-BASED COMPENSATION
Long-Term Incentive Plan
The Company granted 131,518 restricted stock units (“RSUs”) on November 3, 2025, for the performance period commencing on October 1, 2025 and ending September 30, 2028. The weighted average fair value of the RSUs granted on that date was $56.75 .
Subsequent to December 31, 2025, the Company issued 55,654 shares of Class A Common Stock, which excludes shares withheld for the payment of taxes owed by recipients for RSUs vested, for the performance period commenced on November 1, 2022 and ended September 30, 2025.
The Company granted 215,586 performance stock units (“PSUs”) on November 3, 2025, for the performance period commencing on October 1, 2025 and ending September 30, 2028. If earned, the PSUs are to be awarded in shares of Class A Common Stock. The weighted average fair value of the PSUs granted on that date was $53.71 .
Subsequent to December 31, 2025, the Company issued 170,210 shares of Class A Common Stock, which excludes shares withheld for the payment of taxes owed by recipients for PSUs vested, for the performance period commenced on November 1, 2022 and ended September 30, 2025.
NOTE 8 — INCOME TAXES
Income tax expense for the quarter and year-to-date was calculated according to ASC 740-270, “Income Taxes - Interim Reporting.” This method uses forecasted annual earnings and other amounts, such as uncertain tax positions and withholding taxes, to estimate annual tax expense. Losses from jurisdictions with a valuation allowance are excluded from the annual
17
estimated tax rate. Each quarter’s income tax expense is based on the year-to-date annual estimated tax rate, adjusted for discrete taxable events during the interim period.
For the three months ended December 31, 2025 and 2024, income tax expense was $58.9 million and $6.8 million, respectively. The $52.1 million increase was primarily attributable to a one-time discrete tax expense of $49.3 million recognized in the current fiscal year related to the Soterra Divestiture.
On July 4, 2025, H.R. 1, commonly known as the One Big Beautiful Bill Act (“OBBBA”), was enacted into law. The OBBBA permanently extends several major provisions of the Tax Cuts and Jobs Act of 2017, including 100% bonus depreciation, domestic research cost expensing, enhanced business interest deductibility, and modifications to the international tax framework. The Company has evaluated the impact of the OBBBA as part of its fiscal year 2026 forecast, and the effects of the legislation are reflected in the Company’s income tax provision for the first quarter of 2026. The Company will continue to assess the application of the OBBBA and any related regulatory guidance as it becomes available.
NOTE 9 — CONTINGENT LIABILITIES AND ENVIRONMENTAL RESERVES
Environmental Reserves
As of December 31, 2025, and September 30, 2025, the Company’s environmental reserves were $17.0 million and $17.3 million, respectively (including $9.8 million for the Diamond Alkali Superfund Site in New Jersey). These reserves are principally based on environmental studies and cost estimates provided by third parties, but also take into account management estimates. The estimated liabilities are reduced to reflect the anticipated participation of other potentially responsible parties in those instances where it is probable that such parties are legally responsible and financially capable of paying their respective shares of relevant costs. For sites that involve formal actions subject to joint and several liabilities, these actions have formal agreements in place to apportion the liability. It is possible that there could be resolution of uncertainties in the future that would require the Company to record charges that could be material to future earnings.
The Company’s exposure to adverse developments with respect to any individual site is not expected to be material. Although environmental remediation could have a material effect on results of operations if a series of adverse developments occur in a particular quarter or year, the Company believes that the chance of a series of adverse developments occurring in the same quarter or year is remote. Future information and developments will require the Company to continually reassess the expected impact of these environmental matters. The Company is not a party to any pending legal proceedings that are material to its business or interim condensed consolidated financial statements.
NOTE 10 — EARNINGS PER SHARE
The Company has two classes of common stock and, as such, applies the “two-class method” of computing earnings per share (“EPS”) as prescribed in ASC 260, “Earnings Per Share.” In accordance with this guidance, earnings are allocated in the same fashion as dividends would be distributed. Under the Company’s certificate of incorporation, any distribution of dividends in any year must be made in proportion of one cent a share for Class A Common Stock to one and one-half cents a share for Class B Common Stock, which results in a 40 % to 60 % split to Class A and B shareholders, respectively. In accordance with this, earnings are allocated first to Class A and Class B Common Stock to the extent that dividends are actually paid and the remainder is allocated assuming all of the earnings for the period have been distributed in the form of dividends.
18
The Company calculates EPS as follows:
| Basic Class A EPS | = | 40% * Average Class A Shares Outstanding | * | Undistributed Net Income | + | Class A Dividends Per Share | ||||||||||||||
| 40% * Average Class A Shares Outstanding + 60% * Average Class B Shares Outstanding | Average Class A Shares Outstanding | |||||||||||||||||||
| Diluted Class A EPS | = | 40% * Average Class A Shares Outstanding | * | Undistributed Net Income | + | Class A Dividends Per Share | ||||||||||||||
| 40% * Average Class A Shares Outstanding + 60% * Average Class B Shares Outstanding | Average Diluted Class A Shares Outstanding | |||||||||||||||||||
| Basic Class B EPS | = | 60% * Average Class B Shares Outstanding | * | Undistributed Net Income | + | Class B Dividends Per Share | ||||||||||||||
| 40% * Average Class A Shares Outstanding + 60% * Average Class B Shares Outstanding | Average Class B Shares Outstanding | |||||||||||||||||||
*Diluted Class B EPS calculation is identical to Basic Class B calculation
The following table provides EPS information for each period, respectively:
| Three Months Ended December 31, | |||||||||||||||||||||||
| (in millions) | 2025 | 2024 | |||||||||||||||||||||
| Numerator for basic and diluted EPS | |||||||||||||||||||||||
| Net income from continuing operations attributable to Greif, Inc. | $ | $ | |||||||||||||||||||||
| Net (loss) income from discontinued operations attributable to Greif, Inc. | ( | ||||||||||||||||||||||
| Net income attributable to Greif, Inc. | |||||||||||||||||||||||
| Dividends declared | ( | ( | |||||||||||||||||||||
| Undistributed earnings attributable to Greif, Inc. | $ | $ | ( | ||||||||||||||||||||
The Class A Common Stock has no voting rights unless four quarterly cumulative dividends upon the Class A Common Stock are in arrears. The Class B Common Stock has full voting rights. There is no cumulative voting for the election of directors.
Common Stock Repurchases
In 2017, the Board of Directors authorized the Company to repurchase up to 4,000,000 shares of the Company’s Class A Common Stock or Class B Common Stock, or any combination of the foregoing (the “2017 Authorization”).
In the first quarter of 2026, the Company entered into two agreements for open market repurchases that would nearly complete the repurchase of shares under the 2017 Authorization. One agreement provides for the repurchase of shares of Class A Common Stock up to an aggregate amount not to exceed $120.0 million in total repurchases, and the other agreement provides for the repurchase of shares of Class B Common Stock up to an aggregate amount not to exceed $30.0 million in total repurchases.
On December 9, 2025, the Board of Directors authorized the Company to repurchase shares of Class A Common Stock or Class B Common Stock, or any combination of the foregoing, up to an aggregate amount not to exceed $300.0 million in total purchases (the “2025 Authorization”). Repurchases of shares of Class A Common Stock or Class B Common Stock under the 2025 Authorization will not begin until after the completion of the repurchase of shares of Class A Common Stock or Class B Common Stock, as the case may be, under the 2017 Authorization.
For the three months ended December 31, 2025, 1,813,600 shares of Class A Common Stock and 110,088 of Class B Common Stock have been repurchased under the 2017 Authorization. As of December 31, 2025, the remaining number of shares that could be repurchased under the 2017 Authorization was 581,148 shares.
19
The following table summarizes the shares of the Company’s Class A and Class B Common Stock as of the specified dates:
| Authorized Shares | Issued Shares | Outstanding Shares | Treasury Shares | ||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Class A Common Stock | |||||||||||||||||||||||
| Class B Common Stock | |||||||||||||||||||||||
| September 30, 2025 | |||||||||||||||||||||||
| Class A Common Stock | |||||||||||||||||||||||
| Class B Common Stock | |||||||||||||||||||||||
The following is a reconciliation of the shares used to calculate basic and diluted earnings per share:
| Three Months Ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Class A Common Stock: | |||||||||||||||||||||||
| Basic shares | |||||||||||||||||||||||
| Assumed conversion of restricted shares | |||||||||||||||||||||||
| Diluted shares | |||||||||||||||||||||||
| Class B Common Stock: | |||||||||||||||||||||||
| Basic and diluted shares | |||||||||||||||||||||||
NOTE 11 — COMPREHENSIVE INCOME (LOSS)
The following table provides the rollforward of accumulated other comprehensive income (loss) for the three months ended December 31, 2025:
| (in millions) | Foreign Currency Translation | Derivative Financial Instruments | Minimum Pension Liability Adjustment | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||
| Balance as of September 30, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
The following table provides the rollforward of accumulated other comprehensive income (loss) for the three months ended December 31, 2024:
| (in millions) | Foreign Currency Translation | Derivative Financial Instruments | Minimum Pension Liability Adjustment | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||
| Balance as of September 30, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Balance as of December 31, 2024 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
The components of accumulated other comprehensive income (loss) above are presented net of tax, as applicable.
NOTE 12 — BUSINESS SEGMENT INFORMATION
As previously discussed, effective October 1, 2025, the Company changed the name of its Integrated Solutions reportable segment to Innovative Closure Solutions.
20
The Company is involved in the purchase and sale of recycled fiber and the production and sale of adhesives used in the Company’s paperboard products. Both of these products were previously reported under the Integrated Solutions reportable segment (now the Innovative Closure Solutions reportable segment), and effective October 1, 2025, these products are reported under the Sustainable Fiber Solutions reportable segment. The Company is also involved in the production and sale of complimentary packaging products and services such as paints, linings and filling that are related to the Company’s steel products. Both of these products and services were previously reported under the Integrated Solutions reportable segment (now the Innovative Closure Solutions reportable segment), and effective October 1, 2025, these products and services are reported under the Durable Metal Solutions reportable segment. These adjustments position each business within its respective place in the integrated value chain and reinforce a clear emphasis on closure systems within the Innovative Closure Solutions reportable segment.
The Company has four operating segments and four reportable segments: Customized Polymer Solutions; Durable Metal Solutions; Sustainable Fiber Solutions; and Innovative Closure Solutions.
The Company’s reportable business segments offer different products and services. The accounting policies of the reportable business segments are substantially the same as those described in the “Basis of Presentation and Summary of Significant Accounting Policies” note in the 2025 Form 10-KT.
The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer. The Company’s CODM reviews financial information presented on material solution-based operating segments for purposes of making operating decisions and assessing financial performance. The primary measurement used by the CODM to measure the financial performance of each segment is operating profit. The CODM uses operating profit for each segment in the strategic planning, budgeting and forecasting process along with reviewing operating profit quarterly for evaluating results relative to employee compensation targets and making decisions about allocating capital and other resources. Intercompany balances were eliminated in consolidation and are not reviewed when evaluating segment performance.
As disclosed above, the Company completed the Containerboard Divestiture in the fourth quarter of 2025. The Containerboard Business was previously reported under the Company’s Sustainable Fiber Solutions segment. The Containerboard Divestiture qualifies as discontinued operations. The Company’s allocation of corporate expenses to each reportable segment was updated to reflect how management measures performance and allocates resources with the Containerboard Business being excluded from continuing operations. The Company has recast data from prior periods to reflect this change to conform to the current year presentation.
The accounting policies of the reportable business segments are substantially the same as those described in the “Basis of Presentation and Summary of Significant Accounting Policies” note in the 2025 Form 10-KT.
The following table presents reportable segment information for the three months ended December 31, 2025:
| Three Months Ended December 31, 2025 | |||||||||||||||||||||||||||||
| (in millions) | Customized Polymer Solutions | Durable Metal Solutions | Sustainable Fiber Solutions | Innovative Closure Solutions | Consolidated | ||||||||||||||||||||||||
| Net sales by geographic area: | |||||||||||||||||||||||||||||
| United States* | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Europe, Middle East and Africa | |||||||||||||||||||||||||||||
| Asia Pacific and Other Americas | |||||||||||||||||||||||||||||
| Net sales | |||||||||||||||||||||||||||||
| Costs of products sold | |||||||||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||||||||
| Acquisition and integration related costs | |||||||||||||||||||||||||||||
| Restructuring and other charges | |||||||||||||||||||||||||||||
| Non-cash asset impairment charges | |||||||||||||||||||||||||||||
| Gain on disposal of properties, plants and equipment, net | ( | ( | ( | ||||||||||||||||||||||||||
| Loss on disposal of businesses, net | |||||||||||||||||||||||||||||
| Operating profit | |||||||||||||||||||||||||||||
* The United States is the only country material to present individually. All other countries have been aggregated into regions. | |||||||||||||||||||||||||||||
21
The following table presents reportable segment information for the three months ended December 31, 2024:
| Three Months Ended December 31, 2024 | |||||||||||||||||||||||||||||
| (in millions) | Customized Polymer Solutions | Durable Metal Solutions | Sustainable Fiber Solutions | Innovative Closure Solutions | Consolidated | ||||||||||||||||||||||||
| Net sales by geographic area: | |||||||||||||||||||||||||||||
| United States* | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Europe, Middle East and Africa | |||||||||||||||||||||||||||||
| Asia Pacific and Other Americas | |||||||||||||||||||||||||||||
| Net sales | |||||||||||||||||||||||||||||
| Costs of products sold | |||||||||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||||||||
| Acquisition and integration related costs | |||||||||||||||||||||||||||||
| Restructuring and other charges | |||||||||||||||||||||||||||||
| Non-cash asset impairment charges | |||||||||||||||||||||||||||||
| Loss (gain) on disposal of properties, plants and equipment, net | ( | ( | |||||||||||||||||||||||||||
| Loss on disposal of businesses, net | |||||||||||||||||||||||||||||
| Operating profit | |||||||||||||||||||||||||||||
* The United States is the only country material to present individually. All other countries have been aggregated into regions. | |||||||||||||||||||||||||||||
The following table presents additional reportable segment information:
| Three Months Ended December 31, | |||||||||||||||||||||||
| (in millions) | 2025 | 2024 | |||||||||||||||||||||
| Depreciation, depletion and amortization expense: | |||||||||||||||||||||||
| Customized Polymer Solutions | $ | $ | |||||||||||||||||||||
| Durable Metal Solutions | |||||||||||||||||||||||
| Sustainable Fiber Solutions | |||||||||||||||||||||||
| Innovative Closure Solutions | |||||||||||||||||||||||
| Total depreciation, depletion and amortization expense | $ | $ | |||||||||||||||||||||
| Capital expenditures: | |||||||||||||||||||||||
| Customized Polymer Solutions | $ | $ | |||||||||||||||||||||
| Durable Metal Solutions | |||||||||||||||||||||||
| Sustainable Fiber Solutions | |||||||||||||||||||||||
| Innovative Closure Solutions | |||||||||||||||||||||||
| Total segments | |||||||||||||||||||||||
| Corporate and other | |||||||||||||||||||||||
| Total capital expenditures | $ | $ | |||||||||||||||||||||
22
The following table presents total assets by segment and total properties, plants and equipment, net by geographic area:
| (in millions) | December 31, 2025 | September 30, 2025 | |||||||||
| Assets: | |||||||||||
| Customized Polymer Solutions | $ | $ | |||||||||
| Durable Metal Solutions | |||||||||||
| Sustainable Fiber Solutions | |||||||||||
| Innovative Closure Solutions | |||||||||||
| Total segments | |||||||||||
| Corporate and other* | |||||||||||
| Total assets | $ | $ | |||||||||
*Corporate and other assets held at corporate level or used by corporate functions that are not directly attributable to reportable segments. | |||||||||||
| Property, plant and equipment, net and lease right-of-use assets: | |||||||||||
| United States* | $ | $ | |||||||||
| Europe, Middle East and Africa | |||||||||||
| Asia Pacific and other Americas | |||||||||||
| Total long-lived assets, net | $ | $ | |||||||||
| *The United States is the only country material to present individually. All other countries have been aggregated into regions. | |||||||||||
23
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The terms “Greif,” “our Company,” “we,” “us” and “our” as used in this discussion refer to Greif, Inc. and its subsidiaries. Our fiscal year begins on October 1 and ends on September 30 of the following year. Any references in unaudited interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (this “Form 10-Q”) to the years relates to the fiscal year ended in that year, unless otherwise stated. Our 2025 fiscal year began on November 1, 2024 and ended on September 30, 2025 (11-month period). Effective October 1, 2025, our fiscal year was changed to the 12-month period described above. Each fiscal quarter end was changed to align with the fiscal year end change, with the first fiscal quarter ended December 31, 2025.
The discussion and analysis presented below relates to the material changes in financial condition and results of operations for the interim condensed consolidated balance sheet as of December 31, 2025 and the condensed consolidated balance sheet as of September 30, 2025, and for the interim condensed consolidated statements of income for the three months ended December 31, 2025 and 2024. This discussion and analysis should be read in conjunction with the interim condensed consolidated financial statements that appear elsewhere in this Form 10-Q and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Transition Report on Form 10-KT for the fiscal year ended September 30, 2025 (the “2025 Form 10-KT”). Readers are encouraged to review the entire 2025 Form 10-KT, as it includes information regarding Greif not discussed in this Form 10-Q. This information will assist in your understanding of the discussion of our current period financial results.
All statements, other than statements of historical facts, included in this Form 10-Q, including without limitation, statements regarding our future financial position, business strategy, budgets, projected costs, goals, trends, and plans and objectives of management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “aspiration,” “objective,” “project,” “believe,” “continue,” “on track” or “target” or the negative thereof or variations thereon or similar terminology. All forward-looking statements made in this Form 10-Q are based on assumptions, expectations, and other information currently available to management. Although we believe that the expectations reflected in forward-looking statements have a reasonable basis, we can give no assurance that these expectations will prove to be correct.
Forward-looking statements are subject to risks and uncertainties that could cause our actual results to differ materially from those forecasted, projected or anticipated, whether expressed in or implied by the statements. Such risks and uncertainties that might cause a difference include, but are not limited to, the following: (i) historically, our business has been sensitive to changes in general economic or business conditions, (ii) our global operations subject us to political risks, instability and currency exchange that could adversely affect our results of operations, (iii) the current and future challenging global economy and disruption and volatility of the financial and credit markets may adversely affect our business and our access to financing and could delay or otherwise disrupt our share repurchase plan, (iv) the continuing consolidation of our customer base and suppliers may intensify pricing pressure, (v) we operate in highly competitive industries, (vi) our business is sensitive to changes in industry demands and customer preferences, (vii) raw material shortages, price fluctuations, global supply chain disruptions and high inflation may adversely impact our results of operations, (viii) energy and transportation price fluctuations and shortages may adversely impact our manufacturing operations and costs, (ix) we may encounter difficulties or liabilities arising from acquisitions or divestitures, (x) we may incur additional rationalization costs and product dispositions and there is no guarantee that our efforts to reduce costs will be successful, (xi) several operations are conducted by joint ventures that we cannot operate solely for our benefit, (xii) certain of the agreements that govern our joint ventures provide our partners with put or call options, (xiii) our ability to attract, develop and retain talented and qualified employees, managers and executives is critical to our success, (xiv) our business may be adversely impacted by work stoppages and other labor relations matters, (xv) we may be subject to losses that might not be covered in whole or in part by existing insurance reserves or insurance coverage and general insurance premium and deductible increases, (xvi) our business depends on the uninterrupted operations of our facilities, systems and business functions, including our information technology and other business systems, (xvii) a cyber-attack, security breach of customer, employee, supplier or our information and data privacy risks and costs of compliance with new regulations may have a material adverse effect on our business, financial condition, results of operations and cash flows, (xviii) we have in the past been and in the future could be subject to changes in our tax rates, the adoption of new U.S. or foreign tax legislation or exposure to additional tax liabilities, (xix) we have a significant amount of goodwill and long-lived assets which, if impaired in the future, would adversely impact our results of operations, (xx) changing climate, global climate change regulations and greenhouse gas effects may adversely affect our operations and financial performance, (xxi) we may be
24
unable to achieve our greenhouse gas emission reduction target by 2030, (xxii) legislation/regulation related to environmental and health and safety matters could negatively impact our operations and financial performance, (xxiii) product liability claims and other legal proceedings could adversely affect our operations and financial performance, and (xxiv) we may incur fines or penalties, damage to our reputation or other adverse consequences if our employees, agents or business partners violate, or are alleged to have violated, anti-bribery, competition or other laws.
Forward looking statements are subject to risks and uncertainties that could cause our actual results to differ materially from those forecasted or anticipated, whether expressed in or implied by the statements. For a detailed discussion of the most significant risks and uncertainties that could cause our actual results to differ materially from those forecasted, projected, or anticipated, see “Risk Factors” in Part I, Item 1A of our 2025 Form 10-KT and our other filings with the United States Securities and Exchange Commission (“SEC”).
All forward-looking statements made in this Form 10-Q are expressly qualified in their entirety by reference to such risk factors. Except to the limited extent required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
On June 30, 2025, we entered into a definitive agreement to sell our containerboard business, including our CorrChoice sheet feeder system (the “Containerboard Business”), and the equity interests in our subsidiaries that directly owned the Containerboard Business on the date of closing, for a purchase price of $1804.7 million. The transaction was completed effective as of August 31, 2025 (the “Containerboard Divestiture”). The Containerboard Business was previously reported under the Sustainable Fiber Solutions segment. The Containerboard Divestiture qualifies as discontinued operations because it represents a strategic shift that will have a major impact on our operations and financial results. As a result, the Containerboard Business was presented as discontinued operations beginning in the third quarter of 2025. Our allocation of corporate expenses was updated to reflect how management measures performance and allocates resources with the Containerboard Business being excluded from continuing operations. We have recast data from prior periods to reflect this change to conform to the current year presentation. Unless otherwise noted, the discussion below relates only to our continuing operations.
On August 5, 2025, we entered into a definitive agreement to sell our Soterra land management assets, consisting primarily of approximately 173,000 acres of timberland (the “Soterra Assets”), for a purchase price of $462.0 million. The transaction was completed as of October 1, 2025 (the “Soterra Divestiture”). The Soterra Assets was reported under the Sustainable Fiber Solutions segment. The Soterra Divestiture does not qualify as discontinued operations.
BUSINESS SEGMENTS
As previously discussed, effective October 1, 2025, we changed the name of our Integrated Solutions reportable segment to Innovative Closure Solutions.
We are involved in the purchase and sale of recycled fiber and the production and sale of adhesives used in our paperboard products. Both of these products were previously reported under the Integrated Solutions reportable segment (now the Innovative Closure Solutions reportable segment), and effective October 1, 2025, these products are reported under the Sustainable Fiber Solutions reportable segment. We are also involved in the production and sale of complimentary packaging products and services such as paints, linings and filling that are related to our steel products. Both of these products and services were previously reported under the Integrated Solutions reportable segment (now the Innovative Closure Solutions reportable segment), and effective October 1, 2025, these products and services are reported under the Durable Metal Solutions reportable segment. These adjustments position each business within its respective place in the integrated value chain and reinforce a clear emphasis on closure systems within the Innovative Closure Solutions reportable segment.
We operate in four reportable business segments: Customized Polymer Solutions; Durable Metal Solutions; Sustainable Fiber Solutions; and Innovative Closure Solutions.
In the Customized Polymer Solutions reportable segment, we produce and sell a comprehensive line of polymer based packaging products, such as plastic drums, rigid intermediate bulk containers and small plastics. Our polymer-based packaging products and services are sold on a global basis to customers in industries such as chemicals, food and beverage, agricultural, pharmaceutical and mineral products, among others.
In the Durable Metal Solutions reportable segment, we produce and sell metal-based packaging products, including a wide variety of steel drums. We also produce and sell complimentary packaging products, such as paints and linings for industrial packaging products and related services. Our metal-based packaging products are sold on a global basis to customers in industries such as chemicals, petroleum, agriculture and paints and coatings, among others.
25
In the Sustainable Fiber Solutions reportable segment, we produce and sell fiber-based packaging products, including fibre drums, uncoated recycled board, coated recycled board, tubes and cores and specialty partitions made from containerboard, uncoated recycled board and coated recycled board. Our fiber-based packaging products are sold in North America in industries such as packaging, automotive, construction, food and beverage and building products. In addition, this reportable segment is involved in the purchase and sale of recycled fiber and the production and sale of adhesives used in our paperboard products.
In the Innovative Closure Solutions reportable segment, we produce and sell closure systems for industrial packaging products and related services. These products and services are used internally by us and are also sold to external customers.
CRITICAL ACCOUNTING POLICIES
The discussion and analysis of our financial condition and results of operations are based upon our interim condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these interim condensed consolidated financial statements, in accordance with these principles, requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities as of the date of our interim condensed consolidated financial statements.
Our critical accounting policies are discussed in Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of the 2025 Form 10-KT. We believe that the consistent application of these policies enables us to provide readers of the interim condensed consolidated financial statements with useful and reliable information about our results of operations and financial condition. There have been no material changes to our critical accounting policies from the disclosures contained in the 2025 Form 10-KT.
Recently Issued and Newly Adopted Accounting Standards
See Note 1 to the interim condensed consolidated financial statements included in Item 1 of this Form 10-Q for a detailed description of recently issued and newly adopted accounting standards.
RESULTS OF OPERATIONS
The following comparative information is presented for the three months ended December 31, 2025 and 2024. Historical revenues and earnings may or may not be representative of future operating results as a result of various economic and other factors.
Items that could have a significant impact on the financial statements include the risks and uncertainties listed in Part I, Item 1A — Risk Factors, of the 2025 Form 10-KT. Actual results could differ materially using different estimates and assumptions, or if conditions are significantly different in the future.
The non-GAAP financial measure of Adjusted EBITDA is used throughout the following discussion of our results of operations, both for our consolidated and segment results. For our consolidated results, Adjusted EBITDA is defined as net income, plus interest expense, net, plus other (income) expense, net, plus income tax (benefit) expense, plus depreciation, depletion and amortization expense, plus acquisition and integration related costs, plus restructuring and other charges, plus non-cash asset impairment charges, plus (gain) loss on disposal of properties, plants and equipment, net, plus (gain) loss on disposal of businesses, net, plus other costs. Since we do not calculate net income by reportable segment, Adjusted EBITDA by reportable segment is reconciled to operating profit by reportable segment. In that case, Adjusted EBITDA is defined as operating profit by reportable segment, less equity earnings of unconsolidated affiliates, net of tax, plus depreciation, depletion and amortization expense, plus acquisition and integration related costs, plus restructuring and other charges, plus non-cash asset impairment charges, plus (gain) loss on disposal of properties, plants and equipment, net, plus (gain) loss on disposal of businesses, net, plus other costs, for that reportable segment.
We use Adjusted EBITDA as a financial measure to evaluate our historical and ongoing operations and believe that this non-GAAP financial measure is useful to enable investors to perform meaningful comparisons of our historical and current performance. The foregoing non-GAAP financial measures are intended to supplement and should be read together with our financial results. These non-GAAP financial measures should not be considered an alternative or substitute for, and should not be considered superior to, our reported financial results. Accordingly, users of this financial information should not place undue reliance on the non-GAAP financial measures.
26
First Quarter Results
The following table sets forth the net sales, operating profit and Adjusted EBITDA for each of our business segments for the three months ended December 31, 2025 and 2024:
| Three Months Ended December 31, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Net sales: | |||||||||||
| Customized Polymer Solutions | $ | 305.1 | $ | 294.4 | |||||||
| Durable Metal Solutions | 354.8 | 355.9 | |||||||||
| Sustainable Fiber Solutions | 311.9 | 344.0 | |||||||||
| Innovative Closure Solutions | 23.0 | 22.4 | |||||||||
| Total net sales | $ | 994.8 | $ | 1,016.7 | |||||||
| Operating profit: | |||||||||||
| Customized Polymer Solutions | $ | 2.5 | $ | 1.1 | |||||||
| Durable Metal Solutions | 32.9 | 30.5 | |||||||||
| Sustainable Fiber Solutions | 218.5 | 1.1 | |||||||||
| Innovative Closure Solutions | 2.7 | 1.4 | |||||||||
| Total operating profit | $ | 256.6 | $ | 34.1 | |||||||
| Adjusted EBITDA: | |||||||||||
| Customized Polymer Solutions | $ | 35.5 | $ | 28.5 | |||||||
| Durable Metal Solutions | 45.8 | 36.8 | |||||||||
| Sustainable Fiber Solutions | 36.6 | 29.5 | |||||||||
| Innovative Closure Solutions | 4.6 | 4.0 | |||||||||
| Total Adjusted EBITDA | $ | 122.5 | $ | 98.8 | |||||||
The following table sets forth Adjusted EBITDA, reconciled to net income and operating profit, for our consolidated results for the three months ended December 31, 2025 and 2024:
| Three Months Ended December 31, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Net income | $ | 182.9 | $ | 11.3 | |||||||
| Plus: interest expense, net | 9.7 | 15.9 | |||||||||
| Plus: non-cash pension settlement charges | 0.9 | — | |||||||||
| Plus: other expense, net | 4.4 | 0.9 | |||||||||
| Plus: income tax expense | 58.9 | 6.8 | |||||||||
| Plus: equity earnings of unconsolidated affiliates, net of tax | (0.2) | (0.8) | |||||||||
| Operating profit | 256.6 | 34.1 | |||||||||
| Less: equity earnings of unconsolidated affiliates, net of tax | (0.2) | (0.8) | |||||||||
| Plus: depreciation, depletion and amortization expense | 60.3 | 58.5 | |||||||||
| Plus: acquisition and integration related costs | 0.7 | 2.8 | |||||||||
| Plus: restructuring and other charges | 14.2 | 3.3 | |||||||||
| Plus: non-cash asset impairment charges | 0.2 | 0.3 | |||||||||
| Plus: gain on disposal of properties, plants and equipment, net | (215.7) | (2.4) | |||||||||
| Plus: loss on disposal of businesses, net | 0.5 | 1.1 | |||||||||
| Plus: other costs* | 5.5 | 0.3 | |||||||||
| Adjusted EBITDA | $ | 122.5 | $ | 98.8 | |||||||
| *includes fiscal year-end change costs and share-based compensation impact of disposals of businesses | |||||||||||
27
The following table sets forth Adjusted EBITDA for our business segments, reconciled to the operating profit for each segment, for the three months ended December 31, 2025 and 2024:
| Three Months Ended December 31, 2025 | |||||||||||||||||||||||||||||
| (in millions) | Customized Polymer Solutions | Durable Metal Solutions | Sustainable Fiber Solutions | Innovative Closure Solutions | Consolidated | ||||||||||||||||||||||||
| Operating profit | $ | 2.5 | $ | 32.9 | $ | 218.5 | $ | 2.7 | $ | 256.6 | |||||||||||||||||||
| Less: equity earnings of unconsolidated affiliates, net of tax | — | — | — | (0.2) | (0.2) | ||||||||||||||||||||||||
| Plus: depreciation and amortization expense | 27.9 | 7.6 | 23.4 | 1.4 | 60.3 | ||||||||||||||||||||||||
| Plus: acquisition and integration related costs | 0.7 | — | — | — | 0.7 | ||||||||||||||||||||||||
| Plus: restructuring and other charges | 2.3 | 3.8 | 8.0 | 0.1 | 14.2 | ||||||||||||||||||||||||
| Plus: non-cash asset impairment charges | — | — | 0.2 | — | 0.2 | ||||||||||||||||||||||||
| Plus: gain on disposal of properties, plants and equipment, net | — | (0.1) | (215.6) | — | (215.7) | ||||||||||||||||||||||||
| Plus: loss on disposal of businesses, net | 0.5 | — | — | — | 0.5 | ||||||||||||||||||||||||
| Plus: other costs* | 1.6 | 1.6 | 2.1 | 0.2 | 5.5 | ||||||||||||||||||||||||
| Adjusted EBITDA | $ | 35.5 | $ | 45.8 | $ | 36.6 | $ | 4.6 | $ | 122.5 | |||||||||||||||||||
| Three Months Ended December 31, 2024 | |||||||||||||||||||||||||||||
| (in millions) | Customized Polymer Solutions | Durable Metal Solutions | Sustainable Fiber Solutions | Innovative Closure Solutions | Consolidated | ||||||||||||||||||||||||
| Operating profit | $ | 1.1 | $ | 30.5 | $ | 1.1 | $ | 1.4 | $ | 34.1 | |||||||||||||||||||
| Less: equity earnings of unconsolidated affiliates, net of tax | — | — | — | (0.8) | (0.8) | ||||||||||||||||||||||||
| Plus: depreciation and amortization expense | 23.0 | 7.2 | 26.6 | 1.7 | 58.5 | ||||||||||||||||||||||||
| Plus: acquisition and integration related costs | 2.8 | — | — | — | 2.8 | ||||||||||||||||||||||||
| Plus: restructuring and other charges | 1.1 | 0.7 | 1.4 | 0.1 | 3.3 | ||||||||||||||||||||||||
| Plus: non-cash asset impairment charges | 0.3 | — | — | — | 0.3 | ||||||||||||||||||||||||
| Plus: loss (gain) on disposal of properties, plants and equipment, net | 0.1 | (2.8) | 0.3 | — | (2.4) | ||||||||||||||||||||||||
| Plus: loss on disposal of businesses, net | — | 1.1 | — | — | 1.1 | ||||||||||||||||||||||||
| Plus: other costs* | 0.1 | 0.1 | 0.1 | — | 0.3 | ||||||||||||||||||||||||
| Adjusted EBITDA | $ | 28.5 | $ | 36.8 | $ | 29.5 | $ | 4.0 | $ | 98.8 | |||||||||||||||||||
| *includes fiscal year-end change costs and share-based compensation impact of disposals of businesses | |||||||||||||||||||||||||||||
Net Sales
Net sales were $994.8 million for the first quarter of 2026 compared with $1,016.7 million for the first quarter of 2025. The $21.9 million decrease was primarily due to $48.2 million attributable to lower volumes, partially offset by $37.2 million positive foreign currency translation impacts The remaining variance is attributed to the Soterra Divestiture. See the “Segment Review” below for additional information on net sales by segment.
Gross Profit
Gross profit was $202.6 million for the first quarter of 2026 compared with $199.4 million for the first quarter of 2025. The $3.2 million increase was primarily due to lower raw material costs, partially offset by the same factors that impacted net sales. See the “Segment Review” below for additional information on gross profit by segment. Gross profit margin was 20.4 percent and 19.6 percent for the first quarter of 2026 and 2025, respectively.
28
Selling, General and Administrative Expenses
Selling, general and administrative (“SG&A”) expenses were $146.1 million for the first quarter of 2026 compared with $160.2 million for the first quarter of 2025. The $14.1 million decrease was primarily due to lower compensation expenses and professional fees. SG&A expenses were 14.7 percent and 15.8 percent of net sales for the first quarter of 2026 and 2025, respectively.
Financial Measures
Operating profit was $256.6 million for the first quarter of 2026 compared with $34.1 million for the first quarter of 2025. Net income was $182.9 million for the first quarter of 2026 compared with $11.3 million for the first quarter of 2025. The increase of net income was primarily due to the Soterra Divestiture during the first quarter of 2026. Adjusted EBITDA was $122.5 million for the first quarter of 2026 compared with $98.8 million for the first quarter of 2025. The reasons for the changes in operating profit, net income, and Adjusted EBITDA for each segment are described below in the “Segment Review.”
Trends
We continue to see softness in the industrial economy and have not identified any compelling customer demand inflection during the remainder of the year, although we do expect slightly higher demand for small plastics due to the seasonality of the businesses of our end use customers. We expect prices for steel and resin to be relatively stable for the remainder of the year, apart from any potential tariff impact. We also expect prices for old corrugated containers and other direct materials, as well as prices for transportation, labor and utilities, to remain relatively stable through the remainder of the year.
Segment Review
Key factors influencing profitability for our segments include:
•Selling prices, product mix, customer demand, and sales volumes;
•Raw material costs, primarily steel, resin, old corrugated containers and used industrial packaging for reconditioning;
•Energy and transportation costs;
•Benefits from executing the Greif Business System 2.0;
•Restructuring charges;
•Acquisition and integration of businesses and facilities;
•Divestiture of businesses and facilities; and
•Impact of foreign currency translation.
As a result of the Containerboard Divestiture, the Containerboard Business, which was previously reported under the Sustainable Fiber Solutions segment, is presented as discontinued operations. Our allocation of corporate expenses to each continued reportable segment was updated to reflect how management measures performance and allocates resources with the Containerboard Business being excluded from continuing operations.
Customized Polymer Solutions
Our Customized Polymer Solutions segment produces and sells a comprehensive line of polymer based packaging products, such as plastic drums, rigid intermediate bulk containers and small plastics.
Net sales were $305.1 million for the first quarter of 2026 compared with $294.4 million for the first quarter of 2025. The $10.7 million increase was primarily due to $13.3 million positive foreign currency translation impacts, partially offset by lower volumes.
Gross profit was $57.8 million for the first quarter of 2026 compared with $58.6 million for the first quarter of 2025. The $0.8 million decrease was primarily due to higher manufacturing costs and higher depreciation expense, partially offset by the same factors that impacted net sales. Gross profit margin was 18.9 percent and 19.9 percent for the first quarter of 2026 and 2025, respectively.
Operating profit was $2.5 million for the first quarter of 2026 compared with $1.1 million for the first quarter of 2025. The $1.4 million increase was primarily due to lower integration costs from prior acquisitions and lower SG&A expenses, partially offset by the same factors that impacted gross profit. Adjusted EBITDA was $35.5 million for the first quarter of 2026 compared with
29
$28.5 million for the first quarter of 2025. The $7.0 million increase was primarily due to the same factors that impacted net sales and lower SG&A expenses, partially offset by higher manufacturing costs.
Durable Metal Solutions
Our Durable Metal Solutions segment produces and sells metal-based packaging products, including a wide variety of steel drums. In addition, this reportable segment produces and sells complimentary packaging products, such as paints and linings for industrial packaging products and related services.
Net sales were $354.8 million for the first quarter of 2026 compared with $355.9 million for the first quarter of 2025. The $1.1 million decrease was primarily due to $18.6 million attributable to lower volumes, lower average selling prices and partially offset by $22.8 million positive foreign currency translation impacts.
Gross profit was $70.7 million for the first quarter of 2026 compared with $69.0 million for the first quarter of 2025. The $1.7 million increase was primarily due to lower raw material purchases, partially offset by the same factors that impacted net sales. Gross profit margin was 19.9 percent and 19.4 percent for the first quarter of 2026 and 2025, respectively.
Operating profit was $32.9 million for the first quarter of 2026 compared with $30.5 million for the first quarter of 2025. The $2.4 million increase was primarily due to the same factors that impacted gross profit. Adjusted EBITDA was $45.8 million for the first quarter of 2026 compared with $36.8 million for the first quarter of 2025. The $9.0 million increase was primarily due to the same factors that impacted gross profit and lower SG&A expenses.
Sustainable Fiber Solutions
Our Sustainable Fiber Solutions segment produces and sells fiber-based packaging products, including fibre drums, uncoated recycled board, coated recycled board, tubes and cores and specialty partitions made from containerboard, uncoated recycled board and coated recycled board. In addition, this reportable segment participates in the purchase and sale of recycled fiber and the production and sale of adhesives, which can be used in our paperboard products.
Net sales were $311.9 million for the first quarter of 2026 compared with $344.0 million for the first quarter of 2025. The $32.1 million decrease was primarily due to $24.7 million attributable to lower volumes, and impacts from Soterra Divestiture.
Gross profit was $65.2 million for the first quarter of 2026 compared with $64.3 million for the first quarter of 2025. The $0.9 million increase was primarily due to lower raw material costs and purchases, partially offset by the same factors that impacted net sales. Gross profit margin was 20.9 percent and 18.7 percent for the first quarter of 2026 and 2025, respectively.
Operating profit was $218.5 million for the first quarter of 2026 compared with $1.1 million for the first quarter of 2025. The $217.4 million increase was primarily due to a $216.2 million gain from the Soterra Divestiture during the first quarter of 2026. Adjusted EBITDA was $36.6 million for the first quarter of 2026 compared with $29.5 million for the first quarter of 2025. The $7.1 million increase was primarily due to lower SG&A expenses and the same factors that impacted gross profit.
Innovative Closure Solutions
Our Innovative Closure Solutions segment produces and sells closure systems for industrial packaging products and related services.
Net sales were $23.0 million for the first quarter of 2026 compared with $22.4 million for the first quarter of 2025. The $0.6 million increase was primarily due to higher average selling prices and positive foreign currency translation impact, partially offset by lower volumes.
Gross profit was $8.9 million for the first quarter of 2026 compared with $7.5 million for the first quarter of 2025. The $1.4 million increase was primarily due to lower raw material purchases and the same factors that impacted net sales. The Innovative Closure Solutions reportable segment’s total sales including intersegment sales was $39.4 million and $39.9 million for the first quarter of 2026 and 2025, respectively. Gross profit margin as a percentage of total sales was 22.6 percent and 18.8 percent for the first quarter of 2026 and 2025, respectively.
Operating profit was $2.7 million for the first quarter of 2026 compared with $1.4 million for the first quarter of 2025. The $1.3 million increase was primarily due to the same factors that impacted gross profit. Adjusted EBITDA was $4.6 million for the first quarter of 2026 compared with $4.0 million for the first quarter of 2025. The $0.6 million increase was primarily due to the same factors that impacted gross profit.
30
Income Tax Expense
Income tax expense for the first quarter of 2026 was $58.9 million compared with $6.8 million for the first quarter of 2025. The $52.1 million increase was primarily due to the gain from the Soterra Divestiture.
On July 4, 2025, H.R. 1, commonly known as the One Big Beautiful Bill Act (“OBBBA”), was enacted into law. The OBBBA permanently extends several major provisions of the Tax Cuts and Jobs Act of 2017, including 100% bonus depreciation, domestic research cost expensing, enhanced business interest deductibility, and modifications to the international tax framework. We have evaluated the impact of the OBBBA as part of our fiscal year 2026 forecast, and the effects of the legislation are reflected in our income tax provision for the first quarter of 2026. We will continue to assess the application of the OBBBA and any related regulatory guidance as it becomes available.
LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of liquidity are operating cash flows and borrowings under our senior secured credit facilities and proceeds from our trade accounts receivable credit facilities. We use these sources to fund our working capital needs, capital expenditures, cash dividends, debt repayment, and acquisitions. We anticipate continuing to fund these items in a like manner. We currently expect that operating cash flows, borrowings under our senior secured credit facilities, and proceeds from our trade accounts receivable credit facilities will be sufficient to fund our anticipated working capital, capital expenditures, cash dividends, debt repayment, potential acquisitions of businesses, and other liquidity needs for at least 12 months.
The cash flows related to the Containerboard Business have not been segregated and are included in our Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2025 and 2024. The absence of the cash flows from the Containerboard business in future periods is not expected to materially impact our liquidity or capital resources.
Cash Flow
Three Months Ended December 31, (in millions) | 2025 | 2024 | |||||||||
| Net cash (used in) provided by operating activities | $ | (24.4) | $ | 16.6 | |||||||
| Net cash provided by (used in) investing activities | 427.3 | (22.4) | |||||||||
| Net cash (used in) provided by financing activities | (429.7) | 6.3 | |||||||||
| Effects of exchange rates on cash | 13.6 | (32.1) | |||||||||
| Net decrease in cash and cash equivalents | (13.2) | (31.6) | |||||||||
| Cash and cash equivalents at beginning of year | 256.7 | 216.4 | |||||||||
| Cash and cash equivalents at end of period | $ | 243.5 | $ | 184.8 | |||||||
Operating Activities
During the first three months of 2026 and 2025, cash (used in) provided by change in accounts receivable was $56.8 million and $76.2 million, respectively. The unfavorable change in accounts receivable levels was primarily due to timing of collections.
During the first three months of 2026 and 2025, cash (used in) provided by change in inventories was $(10.7) million and $(9.0) million, respectively. The unfavorable change in inventories was primarily due to decrease in net sales.
During the first three months of 2026 and 2025, cash (used in) provided by change in accounts payable was $(32.5) million and $(60.0) million, respectively. The favorable change in accounts payable levels was primarily due to decrease in purchases due to decrease in net sales and timing of payments.
Investing Activities
During the first three months of 2026 and 2025, we invested $33.0 million and $42.7 million (of which $4.6 million relates to the Containerboard Business), respectively, of cash in capital expenditures.
During the first three months of 2026, we received $460.9 million of cash from sale of properties, plants and equipment and other assets, primarily from the Soterra Divestiture.
31
Financing Activities
During the first three months of 2026 and 2025, we paid cash dividends to our stockholders in the amount of $32.5 million and $31.2 million, respectively.
During the first three months of 2026 and 2025, we (paid down) borrowed $(259.9) million and $50.9 million of debt, net of payments, respectively. The 2026 repayment was primarily from proceeds from the Soterra Divestiture.
During the first three months of 2026, we paid $128.1 million for share repurchases.
Stock Repurchase Programs
In 2017, our Board of Directors authorized the repurchase of up to 4,000,000 shares of our Class A Common Stock or Class B Common Stock, or any combination of the foregoing (the “2017 Authorization”).
In the first quarter of 2026, we entered into two agreements for open market repurchases that would nearly complete the repurchase of shares under the 2017 Authorization. One agreement provides for the repurchase of shares of Class A Common Stock up to an aggregate amount not to exceed $120.0 million in total repurchases, and the other agreement provides for the repurchase of shares of Class B Common Stock up to an aggregate amount not to exceed $30.0 million in total repurchases.
On December 9, 2025, our Board of Directors authorized the repurchase of shares of Class A Common Stock or Class B Common Stock, or any combination of the foregoing, up to an aggregate amount not to exceed $300.0 million in total purchases (the “2025 Authorization”). Repurchases of shares of Class A Common Stock or Class B Common Stock under the 2025 Authorization will not begin until after the completion of the repurchase of shares of Class A Common Stock or Class B Common Stock, as the case may be, under the 2017 Authorization.
For the three months ended December 31, 2025, 1,813,600 shares of Class A Common Stock and 110,088 of Class B Common Stock have been repurchased under the 2017 Authorization. As of December 31, 2025, the remaining number of shares that could be repurchased under the 2017 Authorization was 581,148.
See Note 10 to the Condensed Consolidated Financial Statements included in Item 1 of Part I of this Form 10-Q for additional information regarding this program and the repurchase of shares of Class A and B Common Stock.
Financial Obligations
Long-Term Debt
Long-term debt is summarized as follows:
| (in millions) | December 31, 2025 | September 30, 2025 | |||||||||
| 2022 Credit Agreement - Term Loans | $ | 400.3 | $ | 784.1 | |||||||
| 2023 Credit Agreement - Term Loan | 69.1 | 135.3 | |||||||||
| 2022 Credit Agreement - Revolving Credit Facility | 189.6 | — | |||||||||
| 659.0 | 919.4 | ||||||||||
| Less: deferred financing costs | 3.9 | 4.6 | |||||||||
| Long-term debt, net | $ | 655.1 | $ | 914.8 | |||||||
2022 Credit Agreement
We have a senior secured credit agreement (the “2022 Credit Agreement”) with a syndicate of financial institutions.
The 2022 Credit Agreement provides for (a) an $800.0 million secured revolving credit facility, consisting of a $725.0 million multicurrency facility and a $75.0 million U.S. dollar facility, maturing on March 1, 2027, (b) a $1,100.0 million secured term loan A-1 facility with quarterly principal installments that continue through January 31, 2027, with any outstanding principal balance of such term loan A-1 facility being due and payable on maturity on March 1, 2027, (c) a $515.0 million secured term loan A-2 facility with quarterly principal installments that continue through January 31, 2027, with any outstanding principal balance of such term loan A-2 being due and payable on maturity on March 1, 2027, and (d) as further described below, a $300.0 million incremental secured term loan A-4 facility with quarterly principal installments that continue through January
32
31, 2027, with any outstanding principal balance of such term loan A-4 being due and payable on maturity on March 1, 2027. Subject to the terms of the 2022 Credit Agreement, the Company has an option to borrow additional funds under the 2022 Credit Agreement with the agreement of the lenders.
We have an incremental term loan agreement (the “Incremental Term Loan A-4 Agreement”) with a syndicate of financial institutions. The Incremental Term Loan A-4 Agreement is an amendment to the 2022 Credit Agreement. The Incremental Term Loan A-4 Agreement provided for a loan in the aggregate principal amount of $300.0 million that was made available in a single draw on March 25, 2024 (the “Incremental Term Loan A-4”). Amounts repaid or prepaid in respect of the Incremental Term Loan A-4 may not be reborrowed. The Incremental Term Loan A-4 amortizes at 2.50% per annum in equal quarterly principal installments, with the remaining outstanding principal balance due on March 1, 2027. The terms and provisions of the Incremental Term Loan A-4 are identical in all material respects to the terms and provisions of the other term loans made under the 2022 Credit Agreement. Our obligations with respect to the Incremental Term Loan A-4 are secured and guaranteed with the other obligations under the 2022 Credit Agreement on a pari passu basis. We used the proceeds from the Incremental Term Loan A-4 to repay funds drawn on the revolving credit facility under the 2022 Credit Agreement for the purchase of Ipackchem on March 26, 2024.
Interest accruing under the 2022 Credit Agreement is based on Secured Overnight Financing Rate (“SOFR”) plus a credit spread adjustment or a base rate that resets periodically plus, in each case, a calculated margin amount that is based on our leverage ratio. As of December 31, 2025, we had $610.4 million of available borrowing capacity under the $800.0 million secured revolving credit facility.
The repayment of all borrowings under the 2022 Credit Agreement is secured by a security interest in certain of our personal property and certain of the personal property of certain of our U.S. subsidiaries, including equipment and inventory and certain intangible assets, as well as a pledge of the capital stock of substantially all of our U.S. subsidiaries, and is secured, in part, by the capital stock of the non-U.S. borrowers. However, in the event that we receive and maintain an investment grade rating from either Moody’s Investors Services, Inc. or Standard & Poor’s Financial Services LLC, we may request the release of such collateral.
The 2022 Credit Agreement contains certain covenants, which include financial covenants that require us to maintain a certain leverage ratio and an interest coverage ratio. The leverage ratio generally requires that at the end of any fiscal quarter we will not permit the ratio of (a) our total consolidated indebtedness (less the aggregate amount of our unrestricted cash and cash equivalents), to (b) our consolidated net income plus depreciation, depletion and amortization, interest expense (including capitalized interest), income taxes, and minus certain extraordinary gains and non-recurring gains (or plus certain extraordinary losses and non-recurring losses), and plus or minus certain other items for the preceding twelve months (as used in this paragraph only “EBITDA”) to be greater than 4.50 to 1.00 through the quarter ending January 31, 2025, and thereafter 4.00 to 1.00; provided that such leverage ratio is subject to (i) a covenant step-up (as defined in the 2022 Credit Agreement) increase adjustment of 0.50 upon the consummation of, and the following three fiscal quarters after, certain specified acquisitions and (ii) a collateral release decrease adjustment of 0.25x during any collateral release period (as defined in the 2022 Credit Agreement). The interest coverage ratio generally requires that at the end of any fiscal quarter we will not permit the ratio of (a) our consolidated EBITDA, to (b) our consolidated interest expense to the extent paid or payable, to be less than 3.00 to 1.00, during the applicable preceding twelve-month period. As of December 31, 2025, we were in compliance with the covenants and other agreements in the 2022 Credit Agreement.
2023 Credit Agreement
We have a $300.0 million senior secured credit agreement (the “2023 Credit Agreement”) with a syndicate of financial institutions. The 2023 Credit Agreement is permitted incremental equivalent debt under the terms of the 2022 Credit Agreement. The 2023 Credit Agreement provides for a $300.0 million secured term loan facility on a pari passu basis with the 2022 Credit Agreement, with quarterly principal installments that continue through January 31, 2028, with any outstanding principal balance being due and payable at maturity on May 17, 2028. We used the borrowings under the 2023 Credit Agreement to repay and refinance a portion of the outstanding borrowings under the 2022 Credit Agreement. Interest accruing under the 2023 Credit Agreement is based on SOFR plus a credit spread adjustment or a base rate that resets periodically plus, in each case, a calculated margin amount that is based on our leverage ratio.
The repayment of all borrowings under the 2023 Credit Agreement is secured by a security interest in certain of our personal property and certain of the personal property of certain of our U.S. subsidiaries, including equipment and inventory and certain intangible assets, as well as a pledge of the capital stock of substantially all of our U.S. subsidiaries. However, in the event that we receive and maintain an investment grade rating from either Moody’s Investors Services, Inc. or Standard & Poor’s Financial Services LLC, we may request the release of such collateral. Our obligations under the 2023 Credit Agreement are secured on a pari passu basis with the obligations arising under the 2022 Credit Agreement.
33
The 2023 Credit Agreement contains covenants, including financial covenants, substantially the same as the covenants in 2022 Credit Agreement, as described above, and a “most favored lender” provision related to the 2022 Credit Agreement. As of December 31, 2025, we were in compliance with the covenants and other agreements in the 2023 Credit Agreement.
Short-Term Debt
Short-term debt is summarized as follows:
| (in millions) | December 31, 2025 | September 30, 2025 | |||||||||
| U.S. accounts receivable credit facilities | 174.4 | 179.7 | |||||||||
| European accounts receivable credit facilities | 93.6 | 95.3 | |||||||||
| Other debt | 20.9 | 12.7 | |||||||||
| 288.9 | 287.7 | ||||||||||
Accounts Receivable Credit Facilities
We have a $200.0 million U.S. Receivables Financing Facility Agreement (the “U.S. RFA”) that matures on May 15, 2026. As of December 31, 2025, there was a $174.4 million ($179.7 million as of September 30, 2025) outstanding balance under the U.S. RFA. The U.S. RFA also contains events of default and covenants that are substantially the same as the covenants under the 2022 Credit Agreement. As of December 31, 2025, we were in compliance with these covenants. Proceeds of the U.S. RFA are available for working capital and general corporate purposes.
We have a €100.0 million ($117.7 million as of December 31, 2025) European Receivables Financing Agreement (the “European RFA”) that matures on April 21, 2026. As of December 31, 2025, $93.6 million ($95.3 million as of September 30, 2025) was outstanding under the European RFA. As of December 31, 2025, we were in compliance with covenants contained in the European RFA. Proceeds of the European RFA are available for working capital and general corporate purposes.
See Note 5 to the interim condensed consolidated financial statements included in Item 1 of this Form 10-Q for additional disclosures regarding our financial obligations.
Financial Instruments
Interest Rate Derivatives
As of December 31, 2025, we had various interest rate swaps with a total notional amount of $275.0 million ($562.5 million as of September 30, 2025) amortizing down over the term, in which we receive variable interest rate payments based on SOFR and in return are obligated to pay interest at a weighted average fixed interest rate of 1.16%. These derivatives are designated as cash flow hedges for accounting purposes and will mature between March 1, 2027 and July 16, 2029.
Accordingly, the gain or loss on these derivative instruments is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same line item associated with the forecasted transactions and in the same period during which the hedged transaction affects earnings.
Foreign Exchange Hedges
We conduct business in international currencies and are subject to risks associated with changing foreign exchange rates. Our objective is to reduce volatility associated with foreign exchange rate changes to allow management to focus its attention on business operations. Accordingly, we enter into various contracts that change in value as foreign exchange rates change to protect the value of certain existing foreign currency assets and liabilities, commitments, and anticipated foreign currency cash flows.
As of December 31, 2025, and September 30, 2025, we had outstanding foreign currency forward contracts in the notional amount of $118.2 million, and $165.0 million, respectively.
Cross Currency Swap
We have operations and investments in various international locations and are subject to risks associated with changing foreign exchange rates. As of December 31, 2025, we have cross currency interest rate swaps that synthetically swap $534.9 million ($534.9 million as of September 30, 2025) of U.S. fixed rate debt to Euro denominated fixed rate debt. We receive a weighted
34
average rate of 1.64%. These agreements are designated either net investment hedges or cash flow hedges for accounting purposes and will mature between October 5, 2026 and November 3, 2028.
Accordingly, the gain or loss on the net investment hedge derivative instruments is included in the foreign currency translation component of other comprehensive income (loss) until the net investment is sold, diluted, or liquidated. The gain or loss on the cash flow hedge derivative instruments is included in the unrealized foreign exchange component of other expense, offset by the underlying gain or loss on the underlying cash flows that are being hedged. Interest payments received from the cross currency swap are excluded from the net investment hedge effectiveness assessment and are recorded in interest expense, net on the consolidated statements of income.
See Note 6 to the interim condensed consolidated financial statements included in Item 1 of this Form 10-Q for additional disclosures regarding our financial instruments.
35
ITEM 4. CONTROLS AND PROCEDURES
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Disclosure Controls and Procedures
With the participation of our principal executive officer and principal financial officer, our management has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act, as of the end of the period covered by this report. Based upon that evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this report:
•Information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC;
•Information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure; and
•Our disclosure controls and procedures are effective.
36
PART II. OTHER INFORMATION
ITEM 1A. RISK FACTORS
There have been no material changes in our risk factors from those disclosed in the 2025 Form 10-KT under Part I, Item 1A –– Risk Factors.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(c.) Purchases of Equity Securities by the Issuer
In 2017, the Board of Directors authorized the Company to repurchase up to 4,000,000 shares of the Company’s Class A Common Stock or Class B Common Stock, or any combination of the foregoing (the “2017 Authorization”).
As announced on November 5, 2025, the Company entered into two agreements, each dated November 11, 2025, for open market repurchases that would nearly complete the repurchase of shares under the 2017 Authorization. One agreement provides for the repurchase of shares of Class A Common Stock up to an aggregate amount not to exceed $120.0 million in total repurchases, and the other agreement provides for the repurchase of shares of Class B Common Stock up to an aggregate amount not to exceed $30.0 million in total repurchases. The agreement for the repurchase of shares of Class B Common Stock was terminated on November 14, 2025. A new agreement for the repurchase of shares of Class B Common Stock was entered into on November 26, 2025. The new agreement is the same as the prior agreement, other than the new agreement provides that the Company will not repurchase shares during limited periods of time each quarter that are expected to correspond to a portion of the Company’s open trading window under its insider trading policy.
On December 9, 2025, the Board of Directors authorized the Company to repurchase shares of Class A Common Stock or Class B Common Stock, or any combination of the foregoing, up to an aggregate amount not to exceed $300.0 million in total purchases (the “2025 Authorization”). Repurchases of shares of Class A Common Stock or Class B Common Stock under the 2025 Authorization will not begin until after the completion of the repurchase of shares of Class A Common Stock or Class B Common Stock, as the case may be, under the 2017 Authorization.
See Note 10 to the Condensed Consolidated Financial Statements included in Item 1 of Part I of this Form 10-Q for additional information regarding this program and the repurchase of shares of Class A and B Common Stock.
During the three months ended December 31, 2025, the Company repurchased the following shares of its Class A and Class B Common Stock:
| Period | Total Number of Shares of Class A Common Stock Purchased | Average Price Paid per Share of Class A Common Stock* | Total Number of Shares of Class B Common Stock Purchased | Average Price Paid per Share of Class B Common Stock* | Total Number of Shares Purchased as Part of Publicly Announced Program | Approximate Dollar Value That May Yet be Purchased Under the Program | |||||||||||||||||||||||||||||
| October 1, 2025 to October 31, 2025 | — | $ | — | — | $ | — | — | $ | — | ||||||||||||||||||||||||||
| November 1, 2025 to November 30, 2025 | 561,361 | 61.77 | 5,592 | 65.67 | 566,953 | 414,958,037 | |||||||||||||||||||||||||||||
| December 1, 2025 to December 31, 2025 | 1,252,239 | 68.14 | 104,496 | 74.51 | 1,356,735 | 321,847,267 | |||||||||||||||||||||||||||||
| Total | 1,813,600 | 110,088 | 1,923,688 | ||||||||||||||||||||||||||||||||
*Average price paid per share reflects the weighted average purchase price paid for shares.
37
ITEM 6. EXHIBITS
(a.) Exhibits
| Exhibit No. | Description of Exhibit | |||||||
| Employment Agreement, dated June 1, 2022, between Greif UK Limited and Patrick Mullaney. | ||||||||
| Settlement Agreement, dated September 23, 2025, between Greif UK Limited and Patrick Mullaney. | ||||||||
| Certification of Chief Executive Officer Pursuant to Rule 13a — 14(a) of the Securities Exchange Act of 1934. | ||||||||
| Certification of Chief Financial Officer Pursuant to Rule 13a — 14(a) of the Securities Exchange Act of 1934. | ||||||||
| Certification of Chief Executive Officer required by Rule 13a —14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code. | ||||||||
| Certification of Chief Financial Officer required by Rule 13a — 14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code. | ||||||||
| 101 | The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2025, formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Income (ii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Cash Flows (v) Condensed Consolidated Statements of Changes in Shareholders’ Equity and (vi) Notes to Condensed Consolidated Financial Statements. | |||||||
38
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.
| GREIF, INC. | ||||||||
| (Registrant) | ||||||||
Date: January 30, 2026 | /s/ LAWRENCE A. HILSHEIMER | |||||||
| Lawrence A. Hilsheimer | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
39
Allen & Overy LLP
Legally privileged and confidential
Greif: Employment agreement – Paddy Mullaney
EMPLOYEMENT AGREEMENT | ||
DATED 1 JUNE 2022 | ||
GREIF UK LIMITED and PATRICK GERARD MULLANEY | ||
 Allen & Overy LLP | ||
CONTENTS
Clause Page
2. Commencement of Employment 1
3. Warranties 1
4. Executive's Duties 2
5. Place of Work 2
6. Working Hours 3
7. Remuneration 3
8. Expenses 4
9. Pension 4
10. Insurances 5
11. Company car 5
12. Training 5
13. Sickness Absence 6
14. Holidays 6
15. Other Paid Leave 6
16. Other Interests 7
17. Confidential Information 7
18. Intellectual Property 9
19. Termination of Employment 10
20. Garden Leave 12
21. Protective Covenants 12
22. Data Protection 13
23. Grievance and Disciplinary Procedure 14
24. Collective Agreements 14
25. Notices 14
26. General 15
Schedule
1.Employment Rights Act 1996 (as Amended) (ERA)
Statutory Employment Particulars 17
Statutory Employment Particulars 17
Allen & Overy LLP | ||
THIS AGREEMENT is made on [] 2022
BETWEEN:
(1)Greif UK Limited incorporated and registered in England and Wales with company number 06633687 whose registered office is at Merseyside Works Oil Sites Road, Ellesmere Port, South Wirral, Cheshire, United Kingdom, CH65 4EZ (the Company); and
(2)Patrick Gerard Mullaney of 142 Graham Road, Ranmoor, Sheffield, S10 3GR (the Executive).
IT IS AGREED as follows:
1.INTERPRETATION
1.1In this Agreement:
Employment means the employment of the Executive by the Company on and subject to the terms of this Agreement;
Financial Year means the Company's financial year ending on 31 October each year;
Group means the Company, any holding company of the Company and any subsidiary of the Company or its holding company, and Group Company means any one of them;
holding company and subsidiary shall have the meanings given in section 1159 of the Companies Act 2006;
Recognised Investment Exchange means a relevant EEA market as defined in, or a market established under, the rules of any investment exchange specified in schedule 3 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005;
Termination Date means the date on which the Employment terminates for whatever reason; and
Working Day means a day other than a Saturday, Sunday or bank or other public holiday in England.
1.2A reference to a particular law is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment, and includes any subordinate legislation for the time being in force made under it.
1.3The headings in this Agreement are for convenience only and do not affect its interpretation.
2.COMMENCEMENT OF EMPLOYMENT
2.1The Employment will begin on 1 June 2022. The Executive's previous employment with Greif Nederland B.V. counts towards the Executive's period of continuous employment and, accordingly, the Executive's period of continuous employment began on 19 June 2017. If a benefit plan does not recognize the adjusted service date, 1 June 2022 takes precedence.
2.2No probationary period applies to the Employment. The Employment may be terminated in accordance with Clause 19.
1 | ||||||||
3.WARRANTIES
3.1The Executive warrants that he is entitled to work in the UK. Should that entitlement cease at any time during his employment with the Company, the Executive will notify the Company immediately. The Employment is conditional upon the Executive having and maintaining the right to work legally in the UK, and providing the Company with such evidence as may be required to demonstrate that the Executive has such a right.
3.2The Executive represents and warrants to the Company that, by entering into this Agreement or performing any of his obligations under it, he will not be in breach of that he is not in breach of any covenant or agreement in doing his work at his home or any court order or any express or implied terms of any contract in place between him or any third party or any other obligation binding on him and hereby indemnifies the Company against any claims, costs, damages, liabilities or expenses which the Company may incur as a result of the Executive being in breach of any such obligations.
4.EXECUTIVE'S DUTIES
4.1The Executive shall serve the Company as Senior Vice President and Group President of Global Industrial Packaging, or in such capacity within the Group as the Company may reasonably require from time to time.
4.2During the period of this Agreement, the Executive shall:
(a)diligently exercise such powers and perform such duties as may from time to time be assigned to him by the Company;
(b)use his best endeavours to promote, protect, develop and extend the business of the Company and any Group Company;
(c)comply with all reasonable and lawful directions given to him by the Company;
(d)comply with all policies and procedures of the Company and/or Group. The Executive's attention is drawn in particular to the Company's Code of Conduct, Antitrust/Competition Compliance, Insider Trading, Economic and Trade Sanctions, Data Privacy, Anti-Bribery, Expense Management, Remote Worker policies;
(e)comply with all requirements, recommendations or regulations of any regulatory authority which is relevant to the Executive's role and/or to the Company or any relevant Group Company;
(f)promptly make such reports to the President and CEO of Greif, Inc., currently Ole Rosgaard, in connection with the affairs of the Company or any Group Company on such matters and at such times as are reasonably required; and
(g)report his own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee or director of the Company or any Group Company to the President and CEO of Greif, Inc. or via the Greif alert line immediately on becoming aware of it.
5.PLACE OF WORK
5.1The Executive's normal place of work shall be your home address from time to time which is currently 142 Graham Road, Ranmoor, Sheffield, S10 3GR, or such other places as the Company may reasonably require for the proper performance of his duties. The Executive may be required to travel within or outside the UK in order to properly perform his duties.
2 | ||||||||
5.2The Executive may be required to work outside the UK for periods exceeding one month. There are no additional terms which apply where the Executive is required to work outside the UK for a period exceeding one month, but the Company reserves the right to issue such terms, and any such terms will be notified to the Executive separately.
5.3The Executive consents to Company representatives, at reasonable times and on reasonable notice, entering his home address to:
(a)install, inspect, replace, repair, maintain or service Company property provided to the Executive during his employment;
(b)carry out health and safety risk assessments of Company property provided to the Executive and his workstation during his employment; and
(c)recover Company property on or after termination of the Executive’s employment.
6.WORKING HOURS
6.1The parties each agree that the nature of your position is such that your working time cannot be measured and, accordingly, that the Employment falls within the scope of regulation 20 of the Working Time Regulations 1998 (SI 1998/1833).
7.REMUNERATION
7.1The Company will pay the Executive a salary of £400,000 per annum. The salary will accrue from day to day and be payable in equal instalments in arrears on or around the 25th day of every month less deductions for income tax and National Insurance contributions.
7.2The Company’s salary review period is between January to December each year. The Executive's salary will be reviewed by the Company annually, the first review to be on or about December 2022 with any changes having effect from January 2023. There will be no salary review after notice to terminate this Agreement has been given by either party. The Company has no obligation to increase the Executive's salary following a review.
7.3The Executive will be eligible to participate in the Greif Short Term Incentive Plan (STIP) on such terms as the Company may from time to time decide. Details of targets and the terms of the STIP will be communicated to you separately. The Company may amend or withdraw the STIP at any time.
7.4The Executive will be eligible to participate in the Greif Long Term Incentive Plan (LTIP) for the performance years 2022 to 2024 on such terms as the Company may from time to time decide and subject to the terms and conditions of the LTIP rules from time to time. Details of targets and the terms of the LTIP will be communicated separately. Participation is not guaranteed, nor does participation in one performance period mean the Executive will participate in succeeding performance periods.
7.5Any bonus payment to the Executive shall be purely discretionary and shall not form part of the Executive's contractual remuneration under this Agreement. Payment of a bonus to the Executive in one year shall confer no right on the Executive to receive a bonus in any other year.
7.6Without prejudice to subclause 7.5, the Executive shall in any event have no right to be considered for, or payment of, a bonus or a time-apportioned bonus if the Employment has terminated for any reason or he is under notice of termination (whether given by the Executive or the Company) at or prior to the date when a bonus might otherwise have been payable. The Company has the right to
3 | ||||||||
postpone the payment of any bonus if, at the payment date, the Executive is subject to an ongoing investigation or disciplinary process.
7.7The Executive hereby irrevocably consents to the Company, at any time during the Employment, or on its termination (howsoever arising), deducting from his salary or any other payments due to the Executive in respect of the Employment any monies due from him to the Company or any Group Company or due from him in respect of his participation in any applicable pension plans. The Company shall, without prejudice to any other remedy, be entitled to withhold any monies due to the Executive from the Company pending the Executive's discharge of any obligations to return Company property or assist with any regulatory matters.
7.8To assist with the Executive’s relocation from the Netherlands to the UK, the Executive will be eligible to receive relocation support in accordance with the terms of the Grief Global Permanent Relocation Policy, which is non-contractual and may be varied or amended by the Company from time to time.
8.EXPENSES
8.1Save as specified in clause 8.2 below, the Company will reimburse the Executive (on production of such evidence as it may reasonably require) the amount of all travelling and other expenses properly and reasonably incurred by him in the discharge of his duties in accordance with the Company's expenses policy from time to time.
8.2The Company are not responsible for the associated costs of the Executive working from home, including furniture, utility costs, landline telephone line rental and call charges and broadband internet access charges. For the avoidance of doubt the Company shall not reimburse travel expenses to and from the Executive’s home the Company’s head office in the United Kingdom.
9.PENSION
9.1The Executive will become an active member of the Greif UK Group Personal Pension Plan (the Plan) (or such other registered pension scheme as may be established by the Company to replace the Plan) as from the date the Executive joins the Company. Full details of the Plan will be provided to you separately.
9.2If the Executive wishes to opt out of the Plan, he should complete the opt-out form which will be provided and return it within one month of joining the Company. The Company reserves the right to terminate the Plan at any time without replacing it. In this event, the Executive's rights will be in accordance with the rules of the Plan.
9.3The Executive agrees that the Company has no liability to him if payment of any contribution (whether made by the Company or the Executive) to the Plan under this Clause 9 (whether by itself or when aggregated with any contribution to or any increase in value of the Executive's rights under any other arrangement) gives rise to an annual allowance or lifetime allowance charge (within the meaning of the Finance Act 2004) and that the Company has no responsibility to make any enquiry or to advise the Executive as to the possibility of any such charge. The Executive acknowledges that he is liable for reporting and paying any such charge in accordance with the Finance Act 2004. The Executive also agrees that the Company has no liability to him in respect of any loss for any reason of enhanced protection, fixed protection, fixed protection 2014, individual protection 2014 or any similar protection allowed in future (for the purposes of the Finance Act 2004) if applicable to the Executive.
4 | ||||||||
10.INSURANCES
10.1The Executive is and, in the case of the private medical insurance scheme, the Executive's spouse or civil partner and any children under the age of 18 are entitled to membership of the following schemes (each referred to below as an insurance scheme) (full details of which will be provided to you separately):
(a)a private medical insurance scheme; and
(b)a death in service benefit scheme.
10.2Participation in any insurance scheme is subject to:
(a)the terms of the relevant insurance scheme, as amended from time to time;
(b)the rules of the insurance policy of the relevant insurance provider, as amended from time to time; and
(c)the Executive satisfying the normal underwriting requirements of the relevant insurance provider and the premium being at a rate which the Company considers reasonable.
10.3If the insurer refuses for any reason to provide the benefit to the Executive or to his spouse, civil partner or children, the Company shall not be liable to provide to the Executive any replacement benefit of the same or similar kind or to pay any compensation in lieu of such benefit.
10.4For the avoidance of doubt, the Company's sole obligations in respect of the insurance benefits referred to in subclause 10.1 are to pay the premium from time to time requested by the provider and to pay to the Executive any sums as may from time to time be received by the Company from the provider in respect of any claim made by the Executive under any insurance scheme.
10.5The Company shall have the right at its sole discretion, with prior notice and discussion, to alter the cover provided or any term of any insurance scheme or to withdraw (without replacement) any insurance scheme or cover at any time.
11.COMPANY CAR
11.1Provided that the Executive holds a current full driving licence, the Executive shall receive a car or car allowance in accordance with the EMEA Company Car Policy. Any car allowance will be payable together with and in the same manner as the salary in accordance with clause 7.1, shall be treated as part of the Executive’s basic salary for benefit purposes and shall not be pensionable.
11.2The Executive must inform the Company immediately if he is disqualified from holding a driving licence, and this clause shall not apply during any such period of disqualification.
12.TRAINING
12.1The Executive may be entitled or required to participate in training, as notified by the Company from time to time, subject to certain eligibility requirements and other conditions. Details of this training are set out in the Company's training policy, as amended from time to time. The policy is available on the intranet. The Executive is not required to complete compulsory training for the purposes of performing his role but may be required to undertake such other training that the Company may notify to the Executive from time to time as being mandatory for his role or for risk management or compliance purposes. The Company will bear the cost of this training, subject to the conditions of the training policy.
5 | ||||||||
13.SICKNESS ABSENCE
13.1If the Executive cannot attend work due to sickness or injury, he shall comply with the notification and certification requirements of the Company's sickness absence policy (which is contained in the Employee Handbook), suitably adapted to reflect the Executive’s seniority. The Executive must inform the Greif President and CEO as soon as possible on the first day of his absence.
13.2If the Executive is incapable of performing his duties by reason of injury sustained wholly or partly as a result of negligence or breach of any duty on the part of a third party, and the Executive recovers an amount by way of compensation for loss of earnings from that third party, he will, at the Company's request, pay to the Company a sum equal to the lesser of the amount recovered and the amount paid to him by the Company in enhanced company sick pay in respect of the relevant period of absence as a result of that injury.
13.3If the Company so requires, the Executive agrees to consent to a medical examination by a medical practitioner nominated by the Company, at the Company's expense. The Executive agrees that the Company may have access to reports and results produced in connection with any such examination and that it may discuss the contents of the report with the relevant medical practitioner.
13.4If the Executive is absent due to illness for more than three months, the Company shall be entitled at any time thereafter to appoint an employee to perform the Executive's duties and to exercise his powers until the Executive is able to resume his duties.
13.5The Company reserves the right to terminate the Employment under the terms of this Agreement even when this would or might cause the Executive to forfeit any entitlement to sick pay or permanent health insurance.
14.HOLIDAYS
14.1The Company's holiday year runs from January to December (the Holiday Year). The Executive is entitled to 33 days' paid holiday (which includes the usual eight annual public or bank holidays in England in every Holiday Year, to be taken as agreed in advance with the Executive's manager. If the Executive's employment begins or ends part way through a Holiday Year, his holiday entitlement will be calculated on a pro rata basis for that Holiday Year.
14.2The Executive is not permitted to carry over any untaken holiday to a subsequent Holiday Year without the written permission of the Executive’s Manager. Any accrued but untaken holiday remaining at the end of a Holiday Year will lapse unless the Executive has been prevented from taking holiday due to sickness or statutory family leave. In these circumstances, the Executive's entitlement may be carried forward to the next Holiday Year. In cases of sickness absence, carry over is limited to four weeks' holiday per year less any leave taken during the Holiday Year that has just ended, and any such carried-over holiday which is not taken within 18 months of the end of the relevant Holiday Year will be lost.
14.3The Company reserves the right to require the Executive to take any outstanding holiday during any period of notice of termination of employment or to make a payment in lieu of holiday outstanding at the Termination Date. If, at the Termination Date, the Executive has taken more holiday than he has accrued, the Executive hereby expressly consents to the Company deducting an appropriate amount from any payments due to the Executive. Deductions and payments in lieu of holiday are to be calculated on the basis that a day's holiday is equal to 1/260 of the Executive's salary.
6 | ||||||||
15.OTHER PAID LEAVE
15.1The Executive is eligible to take other paid leave, including adoption leave, paternity leave, parental leave, shared parental leave, leave for dependants, compassionate leave and leave for public duties, in accordance with the Company's policies, subject to satisfying the relevant eligibility, statutory and policy requirements applicable to each type of leave.
15.2The Company's policies relating to paid leave are contained in the Employee Handbook. Rights to paid leave are subject to the eligibility criteria and applicable scheme rules or policies, as amended from time to time. The Company shall have the right at its sole discretion to amend or replace such policies or paid leave rights, or to withdraw them (without replacement) at any time.
16.OTHER INTERESTS
During the Employment, the Executive may not accept any employment with or appointment to any office, whether paid or unpaid, in relation to any body, whether corporate or not (other than a Group Company), or directly or indirectly be interested in any manner in any other business except:
(a)as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and the Executive (together with his spouse, children, parents and parents' issue) neither holds nor is beneficially interested in more than 5% of the securities of that class; or
(b)with the consent in writing of the Company which may be given subject to any terms which the Company requires.
17.CONFIDENTIAL INFORMATION
17.1In this Clause 17, Confidential Information means information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating, without limitation, to the business, clients, customers, products, affairs and finances of the Company or any Group Company for the time being confidential to the Company or any Group Company or in relation to which the Company or any Group Company is subject to a duty of confidentiality and trade secrets, including, without limitation, technical data and know-how relating to the business of the Company or any Group Company or of any persons having dealings with the Company or any Group Company, whether or not such information (if it is not in oral form) is marked confidential, and includes, without limitation:
(a)existing and prospective activities of the Company or any Group Company, including timing, business plans and financial information;
(b)existing and prospective terms of business, prices and pricing strategies and structures, profit margins, trading arrangements, discounts and rebates of the Company or any Group Company;
(c)existing and prospective marketing information, plans, strategies, tactics and timings relating to the Company or any Group Company;
(d)existing and prospective lists of suppliers and rates of charge relating to the Company or any Group Company;
(e)existing and prospective financial and other products or services, including applications, designs, technical data and qualifications relating to the Company or any Group Company;
7 | ||||||||
(f)existing and prospective software applications relating to the Company or any Group Company;
(g)information relating to existing and prospective officers, employees and consultants of the Company or any Group Company, including their engagement, their contractual terms including commission and bonuses, and information relating to the termination of their employment or appointment with the Company or any Group Company;
(h)any disputes and litigation proposed, in progress or settled in relation to the Company or any Group Company;
(i)any invention, technical data, know-how or other manufacturing information of the Group or its customers/clients; and
(j)existing and prospective research and development activities.
17.2The Executive must not make use of or divulge to any person or entity, and must use his best endeavours to prevent the unauthorised use, publication or disclosure of, any Confidential Information which is disclosed or made available to the Executive, either directly or indirectly, during the course of, or in connection with, the Executive's employment or his holding any office within the Group from any source within the Company or any Group Company and shall be under an obligation promptly to report to the Group any such unauthorised use or disclosure which comes to his knowledge.
17.3This Clause 17 does not apply to information which:
(a)is used or disclosed in the proper performance of the Executive's duties or with the prior written consent of the Company or any Group Company;
(b)is ordered to be disclosed by a court of competent jurisdiction or otherwise required to be disclosed by law; or
(c)is already in the public domain (other than as a result of unauthorised disclosure by the Executive or any other person).
17.4The Executive shall not, during the Employment or at any time thereafter, make, except for the benefit of the Company or any Group Company, any copy, record or memorandum (whether or not recorded in writing or on computer disk or tape) of any Confidential Information and any such copy, record or memorandum made by the Executive during the Employment shall be and remain the property of the Company and accordingly shall be returned by the Executive to the Company on termination of the Employment or when required to do so by the Company.
17.5The Executive shall not, other than in the ordinary course of the Employment without the prior written consent of the Company, either directly or indirectly, publish any opinion, fact or material or deliver any lecture or address or participate in the making of any film, radio broadcast or television transmission or communicate with any representative of the media or any third party relating to:
(a)the business or affairs of the Company or of any other Group Company or to any of its or their officers, employees, customers, clients, suppliers, distributors, agents or shareholders; or
(b)the development or exploitation of any Intellectual Property Rights, including Confidential Information.
8 | ||||||||
17.6Each of the restrictions in each paragraph or subclause above will be enforceable independently of each of the others and its validity will not be affected if any of the others are invalid. If any of those restrictions are void but would be valid if some part of the restriction were deleted, the restriction in question will apply with such modification as may be necessary to make it valid.
17.7For the avoidance of doubt, nothing in this Agreement prevents or restricts the Executive from:
(a)making a "protected disclosure" within the meaning of Part 4A (Protected Disclosures) of the Employment Rights Act 1996, including a protected disclosure which concerns any act or potential act of discrimination in breach of the Equality Act 2010;
(b)raising a grievance in respect of the Employment;
(c)reporting a suspected criminal offence to, or co-operating with any investigation by, the police or any law enforcement agency; or
(d)whether required to or not, making a disclosure to, or co-operating with any investigation by, HMRC or a regulator, ombudsman or supervisory authority regarding any misconduct, wrongdoing or serious breach of regulatory requirements.
18.INTELLECTUAL PROPERTY
18.1For the purposes of this Agreement, the following definitions shall apply:
(a)Intellectual Property Rights means (i) copyrights, moral rights, patents, inventions, know-how, Confidential Information, database rights, brands, business names, domain names, and rights in trademarks, service marks and designs (whether registered or unregistered); (ii) applications for registration, and the right to apply for registration, and registrations for any of the same, and any renewals, reissues, extensions, continuations or divisions thereof; (iii) rights to use such assets listed in subparagraphs (i) and (ii) above under licences, consents, orders, statutes or otherwise; and (iv) all other intellectual property rights and equivalent or similar forms of protection now or hereafter existing anywhere in the world.
(b)IP Materials means all documents, software, photographic or graphic works of any type, and other materials in any medium or format which are created by or on behalf of the Executive in the course of performing his obligations under this Agreement and which are protected by or relate to Intellectual Property Rights.
18.2Any Intellectual Property Rights created by the Executive or arising in the course of his employment or the performance of his obligations under this Agreement shall belong to and vest in the Company.
18.3To the extent that ownership of Intellectual Property Rights does not vest in the Company by operation of law, the Executive hereby assigns to the Company its entire right, title and interest in all Intellectual Property Rights which arise in the course of performing his obligations under this Agreement (including all present and future copyright, and copyright revivals and extensions). This assignment shall take effect upon the creation of each of the Intellectual Property Rights but, if for any reason this does not occur, he agrees that he will hold all such Intellectual Property Rights on trust for the benefit of the Company until such time as it does.
18.4The Executive agrees to sign all documents and to do all other acts which the Company requests (at its expense) to enable the Company or its nominee(s) to enjoy the full benefit of this Clause 18. This includes joining in any application, which may be made in the Company's sole name for registration of any Intellectual Property Rights (such as a patent, trademark or registered design), and assisting the Company in defending and enforcing such rights during and after the Employment (at the Company's expense).
9 | ||||||||
18.5Without prejudice to the generality of Clause 17, the Executive may only use the Intellectual Property Rights and IP Materials to perform his obligations under this Agreement, and shall not disclose any Intellectual Property Rights or IP Materials to any third party without the express prior written consent of the Company.
18.6The Executive waives all moral rights in IP Materials to which he may otherwise be entitled under the law of any relevant jurisdiction and which cannot be vested or assigned pursuant to subclause 18.2 or 18.3. To the extent that any moral rights cannot be waived under the laws of any relevant jurisdiction, the Executive agrees that it will not enforce such rights.
18.7The Executive shall immediately transfer to the Company all IP Materials in his possession or under his control when this Agreement expires or terminates for any reason, or at any time when the Company requests. No copies or other records of any IP Materials may be retained by the Executive except with the prior written consent of the Company.
18.8The Executive shall, at the time of signing this Agreement, appoint the Company as his attorney by executing a Power of Attorney in the form set out in Schedule 1 so that the Company can give effect to the provisions of this Clause 18 as required. A certificate in writing signed by any director or the secretary of the Company that any instrument or act that falls within the authority conferred by this Clause 18 shall be conclusive evidence that such is the case so far as any third party is concerned.
18.9The Executive understands and accepts that the remuneration and benefits provided to him by the Company in accordance with this Agreement constitute sufficient consideration to the Executive for the performance of his obligations under this Clause 18, including, for the avoidance of doubt, the waiver of or covenant not to assert any moral rights that he may have.
18.10This Clause 18, and the rights and obligations of the parties contained therein, shall survive expiry of this Agreement, or its termination, for any reason.
19.TERMINATION OF EMPLOYMENT
19.1The Employment may be terminated by either party giving the other at least six months' notice in writing, either electronically or otherwise.
19.2The Company may, in its sole and absolute discretion (whether or not any notice of termination has been given under subclause 19.1) terminate this Agreement at any time and with immediate effect by giving notice in writing to the Executive, either electronically or otherwise, that the Company is exercising its rights pursuant to this Clause 19. If the Company elects to terminate the Executive's employment in this way, it will make within 14 days the first instalment of a payment in lieu of notice (Payment in Lieu) equal to the basic salary (as at the date of termination) which the Executive would have been entitled to receive under this Agreement during the notice period referred to at subclause 19.1 (or, if notice has already been given, during the remainder of the notice period) less all relevant deductions for income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to:
(a)any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made;
(b)any payment in respect of benefits which the Executive would have been entitled to receive during the period for which the Payment in Lieu is made; and
(c)any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made.
10 | ||||||||
19.3The Company may pay any sums due under subclause 19.2 in equal monthly instalments until the date on which the notice period referred to at subclause 19.1 would have expired if notice had been given (the Payment Period).
19.4The Executive shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in subclause 19.2. Nothing in this Clause 19 shall prevent the Company from terminating the Employment in breach.
19.5If the Executive:
(a)in the reasonable opinion of the Company, fails or neglects to discharge his duties efficiently and diligently or is guilty of any serious or repeated breach of his obligations under this Agreement;
(b)is guilty of any fraud, dishonesty, serious misconduct or any other conduct which, in the reasonable opinion of the Company, brings or is likely to bring the Executive or the Company or any Group Company into disrepute or affects or is likely to affect prejudicially the interests of the Company or the Group;
(c)is convicted of an arrestable offence (other than a road traffic offence for which a non-custodial penalty is imposed);
(d)is guilty of any breach or non-observance of any code of conduct, policy, rule or regulation referred to in subclause 4.2;
(e)fails to provide satisfactory references or if the Company becomes aware of any matter which, had it occurred prior to the pre-engagement screening completed in respect of the Executive or been disclosed as part of the pre-engagement screening, would have resulted in such pre-engagement screening being unsatisfactory to the Company;
(f)is unable properly to perform his duties by reason of ill-health, accident or otherwise for a period or periods aggregating at least 120 Working Days in any period of 12 consecutive months; or
(g)is not or ceases to be eligible to work in the UK,
the Company may by giving written notice to the Executive, either electronically or otherwise, terminate this Agreement with immediate effect. If the company terminates the Executive’s employment for any reason other than set out in article 19.5 above, the Company will make a payment to the Executive equivalent to 12 months basic salary (excluding STIP and LTIP) (the “Severance Payment”) within 60 days of the date the Executive’s employment terminates. The Severance Payment will be subject to deductions of tax and national insurance.
19.6The Company's rights under subclause 19.5 are without prejudice to any other rights that it might have at law to terminate the Employment or to accept any breach of this Agreement by the Executive as having brought the agreement to an end. Any delay by the Company in exercising its rights shall not constitute a waiver thereof.
19.7On the termination of this Agreement or at the request of the Company on either party giving notice to terminate this Agreement, the Executive will immediately:
(a)deliver to the Company all other property in his possession, custody or under his control belonging to any Group Company including (but not limited to) computers and any other electronic devices, business cards, credit and charge cards, security passes, company car, car
11 | ||||||||
keys and associated documents (if applicable), original and copy documents or other media on which information is held in his possession relating to the business or affairs of any Group Company; and
(b)irretrievably delete (without keeping any copies in any format) any information relating to the business or affairs of the Company or any Group Company or any of its or their business contacts from any computer or communications systems, including any website or email account, owned or used by the Executive outside the Company's premises and notify the Company of any passwords the Executive used in relation to its computer system.
19.8If the Executive's rights or benefits under any share option or share incentive scheme in which the Executive may participate are affected by the termination of the Employment, his rights will be determined solely in accordance with the rules of the relevant scheme and the Executive shall not be entitled to any compensation for the loss of any rights or benefits under such scheme.
19.9If the Employment is terminated for the purpose of the reconstruction or amalgamation of the Company or by reason of the Company transferring all or a substantial part of its business to another company and the Executive is offered employment by the reconstructed or amalgamated or transferee company on similar terms to the terms of this Agreement, the Executive will have no claim against the Company or such reconstructed or amalgamated or transferee company in respect of the termination of the Employment.
20.GARDEN LEAVE
Following service of notice to terminate the Employment by either party or if the Executive purports to terminate the Employment in breach, the Company may suspend all or any of the Executive's duties and powers for such periods and on such terms as it considers expedient and this may include a term that the Executive must stay away from all or any of the Company's premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group's agents, employees, customers, clients, distributors and suppliers and/or will have no access to the Company's communications systems. During any period of garden leave under this Clause 20, the Company may appoint a replacement to exercise any of the Executive's duties and responsibilities and may require the Executive to take such actions as it reasonably requires to effect a proper handover of any of his duties and responsibilities. During any period of garden leave, the Executive's employment will continue and the Executive will continue to be bound by his obligations under this Agreement and by his general duties of fidelity and of good faith.
21.PROTECTIVE COVENANTS
21.1In this Clause 21:
(a)Relevant Period means the period of 12 months ending on the Termination Date; and
(b)references to the Company or another Group Company include its successors in business if the succession occurs after the Termination Date.
21.2The Executive covenants with the Company that he will not for a period of 9 months after the Termination Date be concerned in any capacity which is the same as or similar to the role the Executive performed with the Company (other than as a holder of securities as referred to in subclause 16(a)) in any business which is carried on in North America, Europe, the Middle East or Africa and which is competitive or likely to be competitive with any business in which the Executive was actively involved during the course of his employment during the Relevant Period and which is
12 | ||||||||
carried on by the Company or another Group Company or which is actively being considered as a potential business venture by the Company or any Group Company at the Termination Date.
21.3The Executive covenants with the Company that he will not directly or indirectly on his own account or on behalf of or in conjunction with any person for a period of 9 months after the Termination Date, deal with, canvass or solicit business or custom for goods of a similar type to those being manufactured or dealt in or services similar to those being provided by the Company or any Group Company at the Termination Date, and with which goods or services the Executive was actively involved in the course of his employment during the Relevant Period, from any person who has been at any time during the Relevant Period a customer of the Company or any Group Company with whom the Executive was actively involved in the course of his employment during the Relevant Period or about whom the Executive holds confidential information.
21.4The Executive covenants with the Company that he will not directly or indirectly on his own account or on behalf of or in conjunction with any person for a period of 9 months after the Termination Date induce or attempt to induce any supplier of the Company or any Group Company or distributor of the Company's or any Group Company's products with whom the Executive was actively involved in the course of his employment during the Relevant Period or about whom the Executive holds confidential information, to cease to supply, or to restrict or vary the terms of supply to, the Company or any Group Company or to cease to distribute any of the Company's or any Group Company's products or restrict or vary the terms of the distributorship or otherwise interfere with the relationship between a supplier or distributor and the Company or any Group Company.
21.5The Executive covenants with the Company that he will not directly or indirectly on his own account or on behalf of or in conjunction with any person for a period of 9 months after the Termination Date induce or attempt to induce any employee to whom this subclause 21.5 applies to leave the employment of the Company or any Group Company (whether or not this would be a breach of contract by the employee). This subclause 21.5 applies to an employee of the Company or any Group Company with whom the Executive had material dealings in the course of his employment during the Relevant Period and who is employed wholly or mainly in a managerial capacity in Greif Global Grade 12 or above.
21.6If the Company exercises its right to suspend the Executive's duties and powers under Clause 20, the period of the suspension will reduce the period specified in the covenants in subclauses 21.2 to 21.5.
21.7Each of the restrictions in subclauses 21.2 to 21.5 above is enforceable independently of each of the others and its validity is not affected if any of the others is invalid. If any of those restrictions is void, but would be valid if some part of the restriction were deleted, the restriction in question applies with such modification as may be necessary to make it valid.
21.8The Executive acknowledges that his senior position with the Company and any Group Company gives him access to and the benefit of confidential information vital to the continuing business of the Company and any Group Company and influence over and connection with the Company's customers, suppliers, distributors, agents, employees, workers, consultants and directors and those of any Group Company in or with which the Executive is engaged or in contact and acknowledges and agrees that the provisions of this Clause 21 are reasonable in their application to him and necessary but no more than sufficient to protect the interests of the Company and any Group Company.
21.9If any person offers to the Executive any arrangement or contract which might or would cause the Executive to breach any of the covenants in this Clause 21, he will notify that person of the terms of this Clause 21 and provide that person with a complete copy of this Clause 21.
13 | ||||||||
22.DATA PROTECTION
22.1The Company takes its data protection obligations very seriously and complies with its legal obligations under the General Data Protection Regulation and the Data Protection Act 2018 to protect the privacy and security of the Executive's personal information. As a data controller the Company is required to inform the Executive how it holds and uses his information. Full details of how the Company collects, uses and retains personal information about the Executive together with his rights and details of his data protection obligations can be found on the Company intranet page.
22.2The Executive should familiarise himself with these materials. The Executive will be required to attend data protection training to understand how the Company complies with its data protection obligations in relation to the Executive's personal and special categories of client/customer/third party data and the Executive's role in this compliance programme.
23.GRIEVANCE AND DISCIPLINARY PROCEDURE
23.1The Executive is subject to the Company's disciplinary and grievance procedures, which are contained in the Employee Handbook. The Company may suitably adapt such procedures to reflect the Executive’s seniority. These rules and procedures are non-contractual.
23.2If the Executive is dissatisfied with any disciplinary decision relating to him or any decision to dismiss him, he will have the right to appeal. Details of the appeal process can be found in the Company's disciplinary policy and the Company reserves the right to suitably adapt the disciplinary and appeal process to reflect the Executive’s seniority. The name of the individual to whom the Executive's appeal should be addressed will be confirmed as part of the disciplinary process.
23.3If the Executive seeks to redress any grievance relating to his employment, the Executive should apply to his manager at first instance in accordance with the Company's grievance procedure or, if his grievance relates to his manager, raise this through the Greif alert line.
23.4The Company may suspend the Executive from any or all of his duties for as long as is reasonably necessary to investigate any matter in which the Executive is implicated or involved, whether directly or indirectly, or in the event that the Company believes that the Executive's presence in the office would be detrimental to any investigation or to other employees or to the Executive. The provisions of Clause 20 will apply during any such period of suspension.
24.COLLECTIVE AGREEMENTS
The Company is not a party to any collective agreement which affects the Executive's employment.
25.NOTICES
25.1Any notices or other documents to be served under this Agreement will be delivered by hand or sent to the relevant party at the address or, fax number given in this Agreement or in the case of notice given electronically by the Executive to the Company, at the company email address of the UK HR Director.
25.2The notice or other document will be deemed to have been received (based on local time in the place of deemed receipt):
(a)if delivered by hand, at the time it is left at the address or given to the addressee;
(b)in the case of pre-paid first-class UK post or other next business day delivery service, at 9am on the second business day after posting or at the time recorded by the delivery service; or
14 | ||||||||
(c)if sent by fax or email, at the time of transmission.
25.3Proof that delivery was made or that the envelope containing such notice or other document was properly addressed and posted as a first-class letter or transmitted by fax or email will be sufficient to prove service. This Clause 25 does not apply to the service of any proceedings or other documents in any legal action.
26.GENERAL
26.1This Agreement is governed by and construed in accordance with English law.
26.2The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
26.3The clauses of this Agreement containing the information which is required to be given to the Executive under section 1 of the Employment Rights Act 1996 are shown in Schedule 2 attached.
26.4As from the effective date of this Agreement, all other agreements or arrangements between the Company or any Group Company relating to the employment of the Executive, save for the offer letter dated 1st November 2021 and any agreements referred to within this Agreement or required to be entered into pursuant to this Agreement, will cease to have effect. This Agreement comprises the whole agreement between the Executive and the Company relating to the Executive's employment by the Company.
26.5The Contracts (Rights of Third Parties) Act 1999 does not apply to this Agreement. Only the Company and the Executive shall have the right to enforce any of the terms of this Agreement.
26.6This Agreement may be executed in any number of counterparts, each of which, when executed, shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. The Schedules form part of this Agreement.
This Agreement has been signed by the Executive and the duly authorised representative of the Company on the date which appears first on page 1.
15 | ||||||||
Schedule 1
POWER OF ATTORNEY
By this Power of Attorney made on 1 June 2022, I Patrick Gerard Mullaney of 142 Graham Road, Ranmoor, Sheffield, S10 3GR in accordance with the terms of my employment agreement (the Employment Agreement) with Greif UK Limited (the Company) dated today, HEREBY APPOINT the Company to act as my attorney with authority in my name and on my behalf (with words and expressions defined in the Employment Agreement having the same meanings herein):
(a)during my employment or after it has terminated, to do anything and sign or execute any document and generally to use my name for the purpose of giving to the Company or to any Group Company or its or their nominee(s) the full benefit of clause 18 (Intellectual Property) of the Employment Agreement; and
(b)to appoint any substitute and to delegate to that substitute all or any powers conferred by this Power of Attorney.
I declare that this Power of Attorney, having been given by me to secure my obligations under clause 18 (Intellectual Property) of the Employment Agreement, shall be irrevocable in accordance with section 4 of the Powers of Attorney Act 1971.
IN WITNESS whereof this Power of Attorney has been duly executed.
SIGNED as a deed by | ) | |||||||
PATRICK GERARD MULLANEY | ) /s/ Patrick Gerard Mullaney | |||||||
in the presence of: | ) | |||||||
Witness: | ||||||||
Signature: | ||||||||
Name: | ||||||||
Address: | ||||||||
16 | ||||||||
Schedule 2
EMPLOYMENT RIGHTS ACT 1996 (AS AMENDED) (ERA)
STATUTORY EMPLOYMENT PARTICULARS
STATUTORY EMPLOYMENT PARTICULARS
Particular | ERA section reference | Clause number/document | ||||||
Names of employer and employee | s1(3)(a) | Page 1 | ||||||
Date of commencement of employment/continuous employment | s1(3)(b) and (c) | Subclause 2.1 | ||||||
Scale or rate of remuneration or method of calculating it | s1(4)(a) | Subclause 7.1 | ||||||
Intervals at which remuneration is paid | s1(4)(b) | Subclause 7.1 | ||||||
Normal working hours | s1(4)(c)(i) | Subclause 6.1 | ||||||
Working days | s1(4)(c)(ii) | Subclause 6.1 | ||||||
Whether hours/days are variable and how variation is to be determined | s1(4)(c)(iii) | Not applicable | ||||||
Holiday entitlement (including public holidays) | s1(4)(d)(i) | Subclause 14.1 | ||||||
Holiday pay (allowing for calculation of pay entitlement on termination) | s1(4)(d)(i) | Subclause 14.3 | ||||||
Terms relating to incapacity for work due to sickness or injury, including sick pay provisions | s1(4)(d)(ii) | Clause 13 | ||||||
Any other paid leave | s1(4)(d)(ii)(a) | Clause 15 | ||||||
Pensions and pension schemes | s1(4)(d)(iii) | Clause 9 | ||||||
Any other benefits | s1(4)(da) | Subclauses 7.3 to 7.7 Clauses 10 | ||||||
Length of termination notice to be given by Company | s1(4)(e) | Subclause 19.1 | ||||||
Length of termination notice to be given by the Executive | s1(4)(e) | Subclause 19.1 | ||||||
17 | ||||||||
Particular | ERA section reference | Clause number/document | ||||||
Job title or brief job description | s1(4)(f) | Clause 3.2 | ||||||
Expected period of non-permanent employment or end of fixed term | s1(4)(g) | Not applicable | ||||||
Probationary period, including conditions and duration | s1(4)(ga) | Subclause 2.2 | ||||||
Place of work | s1(4)(h) | Subclause 5.1 | ||||||
Collective agreements affecting employment terms and conditions | s1(4)(j) | Clause 24 | ||||||
Work required outside the UK for a period of more than one month | s1(4)(k) | Subclause 5.2 | ||||||
Training entitlement provided by Company | s1(4)(l) | Subclause 12.1 | ||||||
Training entitlement which the Executive is required to complete (paid for by Company) | s1(4)(m) | Subclause 12.1 | ||||||
Training which the Executive is required to complete (at his expense) | s1(4)(n) | Subclause 12.1 | ||||||
Disciplinary rules and procedure relating to taking of disciplinary decisions or decisions to dismiss | s3(1)(a) | Subclause 23.1 | ||||||
Person to whom the Executive can apply if dissatisfied with disciplinary decision or decision to dismiss | s3(b)(i) | Subclause 23.2 | ||||||
Person to whom the Executive can apply for the purpose of seeking redress of any grievance and applicable steps | S3(b)(ii) and (c) | Subclause 23.3 | ||||||
18 | ||||||||
SIGNATORIES
SIGNED by Alan Hall DIRECTOR for and on behalf of GREIF UK LIMITED | ) ) | /s/ Alan Hall | ||||||
) | ||||||||
SIGNED by Patrick Gerard Mullaney | ) | /s/ Patrick Gerard Mullaney | ||||||
19 | ||||||||
Dated
September 23, 2025
Settlement Agreement
between
Greif UK Limited (1)
and
Patrick Gerard Mullaney (2)
Contents
Clause
2 Arrangements on termination 3
3 Termination payment 5
4 Benefits 5
5 Pension 6
6 Legal fees 6
7 Waiver of claims 6
8 Employee indemnities 7
9 Company property and information 7
10 Employee warranties and acknowledgments 9
11 Reference 10
12 Resignation from offices 10
13 Garden leave 10
14 Restrictive covenants and Noncompetition and Nondisclosure Agreement 11
15 Confidentiality and announcements 12
16 Entire agreement 14
17 Variation 15
18 Third party rights 15
19 Governing law 15
20 Jurisdiction 15
21 Subject to contract and without prejudice 15
22 Reaffirmation 15
23 Counterparts 16
Schedule
Schedule 2 Claims 18
Schedule 3 Adviser's certificate 22
Schedule 4 Announcement 23
Schedule 5 Reaffirmation Letter 24
Schedule 6 Reaffirmation Certificate Adviser 28
Schedule 7 Resignation letter as a Director/Trustee or other offices 29
Schedule 8 Contact of Employment 30
Schedule 9 Noncompetition and Nondisclosure Agreement 31
This deed is made on August 29, 2025.
Parties
(1)Greif UK Limited, incorporated and registered in England and Wales with company number 6633687, whose registered office is at Greif Oil Works, Ellesmere Port, Cheshire, CH65 4EZ (Company);
(2)Patrick Gerard Mullaney of 142 Graham Road, Ranmoor, Sheffield, S10 3GR (Employee).
Background
A.The Employee has been employed by the Company since 19 June 2017, most recently as Senior Vice President, Chief Business Unit Officer under a contract dated 1 June 2022.
B.The Employee's employment with the Company shall terminate on 1 April 2026.
C.The parties have entered into this Agreement to record and implement the terms on which they have agreed to settle any claims that the Employee has or may have in connection with his employment or its termination or otherwise against any Group Company (as defined below) or their officers or employees whether or not those claims are, or could be, in the contemplation of the parties at the time of signing this Agreement, and including, in particular, the statutory complaints that the Employee raises in this Agreement.
D.The parties intend this Agreement to be an effective waiver of any such claims and to satisfy the conditions relating to settlement agreements in the relevant legislation.
E.The Company enters into this Agreement for itself and as agent and trustee for all Group Companies and it is authorised to do so. It is the parties’ intention that each Group Company may enforce any rights it has under this Agreement, subject to and in accordance with the Contracts (Rights of Third Parties) Act 1999.
Agreed terms
1Interpretation
The following definitions and rules of interpretation apply in this Agreement.
1.1Definitions:
"Adviser" | Clive Dobbin of Paris Smith LLP solicitors. | ||||
"Board" | the board of directors of the Company (including any committee of the board duly appointed by it). | ||||
"Confidential Information" | information in whatever form (including in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to any Group Company's business, clients, customers, products, assets, affairs and finances for any Group Company for the time being confidential to any Group Company and trade secrets including technical data and know-how relating to the business of any Group Company or any of their suppliers, clients, customers, agents, distributors, shareholders or management, that the Employee created, developed, received or obtained in connection with his employment, whether or not such information (if in anything other than oral form) is marked confidential. | ||||
| “Contract of Employment” | the contract of employment at schedule 8. | ||||
1
"Copies" | copies or records of any Confidential Information in whatever form (including in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) including extracts, analysis, studies, plans, compilations or any other way of representing or recording and recalling information which contains, reflects or is derived or generated from Confidential Information. | ||||
"Group Company" | the Company, its subsidiaries or holding companies from time to time and any subsidiary of any holding company from time to time. | ||||
"HMRC" | HM Revenue and Customs. | ||||
"Holding company" “Noncompetition and Nondisclosure Agreement” | has the meaning given in clause 1.6. The Noncompetition and Nondisclosure Agreement at Schedule 9. | ||||
"Post-Employment Notice Pay" | has the meaning given in section 402D of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA). | ||||
"Post-Employment Notice Period" | has the meaning given in section 402E(5) of ITEPA. | ||||
"Subsidiary" | has the meaning in clause 1.6. | ||||
"Reaffirmation Letter" | the letter agreement to be entered into by the parties pursuant to clause 22 in the form set out at Schedule 5 under which the Employee reaffirms certain provisions of this Agreement on or after the Termination Date. | ||||
1.2The headings in this Agreement are inserted for convenience only and shall not affect its construction.
1.3A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.4Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.5The Schedules shall form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.
1.6A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in sections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) as a nominee.
2
2Arrangements on termination
2.1The Employee's employment with the Company shall terminate on 1 April 2026 (Termination Date).
2.2The Employee will continue to perform their normal duties until 30 September 2025 and go on Garden leave thereafter pursuant to clause number 20 in the Contract of Employment.
2.3The Company shall pay the Employee his salary up to the Termination Date in the usual way.
2.4The Company shall continue to provide contractual benefits to the Employee in the usual way up to the Termination Date.
2.5The Company shall make a payment to the Employee in respect of outstanding holiday, up to and including the Termination Date less any holiday taken between the date of this Agreement and the Termination Date. This will be paid on the usual pay date after the Termination Date.
2.6Provided always that the Employee is not in material breach of any of the provisions of this Agreement, and of clause 21 of the Contract of Employment and the Noncompetition and Nondisclosure Agreement:-
2.6.1 The awards for the 23-25 Restated Long-Term Incentive Plan (LTIP) of Greif, Inc. applicable to the Employee, if any, will follow the applicable plan rules with awards distributed into your Fidelity shareholder account in January 2026 as described in your 2023 Participant Letter.
2.6.2 On 1 April 2026 the Company shall pay to the Employee a pro-rated cash equivalent of 24-26 LTIP prorated through FY25 in the sum of $746,369.55 USD in full and final settlement of all the Employee’s entitlements under the Company’s LTIP and in further acknowledgement of the enforceability of Employee’s covenants contained in the Non competition and Nondisclosure Agreement as described in clause 14.2 below. Payment shall be made subject to such withholdings as the Company is required by law to make.
2.7At the Termination Date, the Employee will have completed the period of notice to which he is entitled under clause 19.1 of his contract of employment. The Company will pay the Employee's salary and benefits for that period, in accordance with clause 2.3 and clause 2.4 of this Agreement. The parties accordingly believe that the Employee's Post-Employment Notice Period and Post-Employment Notice Pay are nil.
2.8The payments and benefits in this clause 2 shall be subject to the income tax and National Insurance contributions that the Company is obliged by law to pay or deduct.
2.9The Employee shall submit on or before 1 April 2026 his expenses claims in the usual way and the Company shall reimburse the Employee for any expenses properly incurred before the Termination Date in the usual way. Any expenditure on his Company credit card which was not properly incurred by him on the Company's business or for which he cannot produce appropriate receipts will be deducted from the final salary payment.
2.10The Company shall deduct from the final salary payment any outstanding sums due from the Employee to any Group Company.
3Termination payment
3.1Subject to and conditional on the Employee complying with the terms of this Agreement dated [date] (including, without limitation, clause 15 and clause 22) and not being in material breach of the covenants in his contract of employment, The Company shall pay the Employee £273,625.98 which includes a statutory redundancy payment of £8628.00 (The Termination Payment). The termination payment will be paid to the Employee within 21 days of the Termination Date or the Company receiving a copy of this Agreement signed by the Employee, and a signed certificate from the Adviser in the form set out in Schedule 3 together with a copy of the Reaffirmation
3
Letter signed by the Employee and the Reaffirmation Adviser’s Certificate signed by your Adviser in the forms set out in Schedule 5 and 6, whichever is the later.
3.2The Company will pay the Termination Payment less all required deductions for tax and National Insurance contributions. In this regard, the Company and the Employee believe the following to be correct:
No part of the Termination Payment is taxable as Post-Employment Notice Pay. The first £30,000 of the Termination Payment will be tax free, as a termination award under the threshold within the meaning of sections 402A(1) and 403 of ITEPA. The balance of the Termination Payment will be taxable as a termination award exceeding the threshold within the meaning of sections 402A(1) and 403 of ITEPA. The Company shall accordingly deduct income tax from it at the appropriate rate.
3.3The Employee shall be responsible for any further tax and employee's National Insurance contributions due in respect of the Termination Payment and shall indemnify the Company in respect of such liability in accordance with clause 8.1.
3.4The Termination Payment will be paid to the Employee after receipt by him of his P45.
4Benefits
Subject to and conditional on the Employee complying with the terms of this Agreement, we shall continue to provide the Employee with Bupa, a car allowance and employer pension contributions subject to the rules of the relevant benefit schemes in force from time to time until the Termination Date. The Employee shall be responsible for any further tax and employee's National Insurance contributions due in respect of these benefits.
5Pension
The Company shall notify the trustees or administrators of the Pension Scheme that the Employee's employment will terminate and request written confirmation of the Employee's accrued entitlement under the Pension Scheme and request that the options available for dealing with his entitlement are sent to the Employee.
6Legal fees
The Company shall pay the reasonable legal fees (up to a maximum of £5,000 plus VAT) incurred by the Employee in obtaining advice on the termination of his employment and the terms of this Agreement, such fees to be payable to the Adviser on production of an invoice addressed to the Employee but marked as payable by the Company.
7Waiver of claims
7.1The Employee agrees that the terms of this Agreement are offered by the Company without any admission of liability on the part of the Company and are in full and final settlement of all and any claims or rights of action of any kind whatever, wherever and however arising that the Employee has or may have against any Group Company or its officers, employees or workers arising directly or indirectly out of or in connection with his employment with the Company, its termination, or otherwise, whether under common law, contract, statute or otherwise, in any jurisdiction and including, but not limited to, the claims specified in 0 (each of which is waived by this clause).
7.2The waiver in clause 7.1 shall not apply to the following:
7.2.1any claims by the Employee to enforce this Agreement;
7.2.2claims in respect of personal injury (other than claims under discrimination legislation); and
7.2.3any claims in relation to accrued entitlements under the Pension Scheme.
7.3The Employee warrants that:
4
7.3.1before entering into this Agreement he received independent advice from the Adviser as to the terms and effect of this Agreement and, in particular, on its effect on his ability to pursue the claims specified in Schedule 2 to this Agreement;
7.3.2the Adviser has confirmed to the Employee that they are a solicitor holding a current practising certificate and that there is in force a policy of insurance covering the risk of a claim by the Employee in respect of any loss arising in consequence of their advice;
7.3.3the Adviser shall sign and deliver to the Company a letter in the form attached as Schedule 3 to this Agreement;
7.3.4before receiving the advice the Employee disclosed to the Adviser all facts and circumstances that may give rise to a claim by the Employee against any Group Company or its officers or employees;
7.3.5the only claims that the Employee has or may have against any Group Company or its officers or employees (whether at the time of entering into this Agreement or in the future) relating to his employment with the Company or its termination are specified in Schedule 2; and
7.3.6the Employee is not aware of any facts or circumstances that may give rise to any claim against any Group Company or its officers or employees other than those claims specified in Schedule 2.
The Employee acknowledges that the Company acted in reliance on these warranties when entering into this Agreement.
7.4The Employee acknowledges that the conditions relating to settlement agreements under section 147(3) of the Equality Act 2010, section 288(2B) of the Trade Union and Labour Relations (Consolidation) Act 1992, section 203(3) of the Employment Rights Act 1996, regulation 35(3) of the Working Time Regulations 1998 (SI 1998/1833), section 49(4) of the National Minimum Wage Act 1998, regulation 41(4) of the Transnational Information and Consultation etc. Regulations 1999 (SI 1999/3323), regulation 9 of the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000 (SI 2000/1551), regulation 10 of the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002 (SI 2002/2034), regulation 40(4) of the Information and Consultation of Employees Regulations 2004 (SI 2004/3426), paragraph 13 of the Schedule to the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006 (SI 2006/349), regulation 62 of the Companies (Cross Border Mergers) Regulations 2007 (SI 2007/2974) and section 58 of the Pensions Act 2008 have been satisfied.
7.5The waiver in clause 7.1 shall have effect irrespective of whether or not, at the date of this Agreement, the Employee is or could be aware of such claims or have such claims, including but not limited to the circumstances giving rise to them, in his express contemplation (including such claims of which the parties become aware after the date of this Agreement in whole or in part as a result of new legislation or the development of common law or equity).
7.6The Employee agrees that, except for the payments and benefits provided for in this Agreement, and subject to the waiver in clause 7.1 he shall not be eligible for any further payment from any Group Company relating to his employment or its termination and he expressly waives any right or claim that he has or may have to payment of bonuses, any benefit or award programme, under any share plan operated by any Group Company or any stand-alone share incentive arrangement, or to any other benefit, payment or award he may have received had his employment not terminated or for any compensation for the loss of any such benefit, payment or award.
8Employee indemnities
8.1The Employee shall indemnify the Company on a continuing basis in respect of any income tax or National Insurance contributions (save for employers' National Insurance contributions) due in respect of the payments and benefits in clauses 2, 3 and 4 (and any related interest, penalties,
5
costs and expenses). The Company shall give the Employee reasonable notice of any demand for tax which may lead to liabilities on the Employee under this indemnity and shall provide him with reasonable access to any documentation he may reasonably require to dispute such a claim (provided that nothing in this clause shall prevent the Company from complying with their legal obligations with regard to HMRC or other competent body).
8.2If the Employee breaches any material provision of this Agreement or pursues a claim against any Group Company arising out of his employment or the termination of his employment or otherwise, other than those excluded under clause 7.2, he agrees to indemnify the Company for any losses suffered as a result, including all reasonable legal and professional fees incurred.
9Company property and information
9.1The Employee shall, before the Termination Date, return to Doeke de Haan or Jelle Altena.
9.1.1all Confidential Information and Copies;
9.1.2all property belonging to the Company in satisfactory condition including (but not limited to) company credit card, keys, security pass, home office equipment, Ipad, identity badge, mobile telephone, pager, or laptop computer; and
9.1.3all documents and copies (whether written, printed, electronic, recorded or otherwise and wherever located) made, compiled or acquired by him during his employment with the Company or relating to the business or affairs of any Group Company or their business contacts,
in the Employee’s possession or under his control. It is agreed the Ipad will be returned to the Employee once information relating to the business or affairs of any Group Company or its business contacts have been deleted. It is agreed the access to email will cease from midnight on 7 October 2025.
9.2The Employee shall, before the Termination Date, erase irretrievably any information relating to the business or affairs of any Group Company or its business contacts from computer and communications systems and devices owned or used by him outside the premises of the Company, including such systems and data storage services provided by third parties (to the extent technically practicable).
9.3The Employee shall, if requested to do so by the Company, provide a signed statement that he has complied fully with his obligations under clause 9.1 and clause 9.2 and shall provide it with such reasonable evidence of compliance as may be requested.
10Employee warranties and acknowledgments
10.1As at the date of this Agreement, the Employee warrants and represents to the Company that there are no circumstances of which he is aware of or of which he ought reasonably to be aware that would amount to a repudiatory breach by him of any express or implied term of his contract of employment that would entitle (or would have entitled) the Company to terminate his employment without notice or payment in lieu of notice and any payment to the Employee pursuant to clause 3 and any benefit provided pursuant to clause 4 are conditional on this being so.
10.2As at the date of this Agreement, the Employee warrants and represents to the Company that he has not received or accepted any offer which will provide him with any form of income or benefits at any time after the Termination Date and any payment to the Employee pursuant to clause 3 and any benefit provided pursuant to clause 4 are conditional on this being so.
10.3The Employee agrees to make himself available to, and to cooperate with, any Group Company or its advisers in any internal investigation or administrative, regulatory, judicial or quasi-judicial proceedings. The Employee acknowledges that this could involve, but is not limited to, responding to or defending any regulatory or legal process, providing information in relation to
6
any such process, preparing witness statements and giving evidence in person on behalf of the Company. The Company shall reimburse any reasonable expenses incurred by the Employee as a consequence of complying with his obligations under this clause, provided that such expenses are approved in advance by the Company.
11Reference
11.1Subject to clause 11.2, on receipt of a written request from a potential employer, the Company shall provide a reference in the form set out in Schedule 1 to this Agreement.
11.2For the avoidance of doubt, the Company reserves the right to make such disclosures as are required by law or regulatory requirement even if such disclosures deviate from the form of reference set out in Schedule 1 to this Agreement.
12Resignation from offices
12.1The Employee shall resign immediately from any office, trusteeship or position that he holds in or on behalf of any Group Company. It is a condition precedent to the Company’s obligations under this Agreement that the Employee shall have signed and delivered with this Agreement a copy of the letter in schedule 7.
12.2The Employee irrevocably appoints the Company to be his attorney in his name and on his behalf to sign, execute or do any such instrument or thing and generally to use his name to give the Company (or its nominee) the full benefit of the provisions of this clause.
13Garden leave
13.1During the period from 30 September 2025 to the Termination Date (Garden Leave), the Employee shall not perform any services for the Company or any Group Company.
13.2During Garden Leave the Company shall be under no obligation to provide any work to, or vest any powers in, the Employee, who shall have no right to perform any services for the Company or any Group Company.
13.3Despite clause 13.1 and clause 13.2, the Company may at its discretion require the Employee to perform duties (that could be required under the employment contract) at any time during the Garden Leave, which duties may be withdrawn at any time at the Company’s discretion.
13.4During the period of Garden Leave the Employee shall:
13.4.1continue to receive his salary and all contractual benefits in the usual way (subject to the rules of the relevant benefit schemes in force from time to time). The Company will declare these benefits to HMRC at the appropriate time and the Employee will be liable for any further tax or National Insurance contributions due in relation to them;
13.4.2remain an employee of the Company and bound by the terms of his employment contract, save as modified by this clause 13;
13.4.3Subject to obtaining prior written approval from Bala Sathyanarayanan, the Employee may accept or undertake non-executive roles. Any such role must be with a company that is not competitive with the Company or any Group Company.
13.4.4not, without the prior written consent of Bala Sathyanarayanan, attend his place of work or any other premises of the Company or any Group Company or access the information technology systems of the Company or any Group Company;
13.4.5not, without the prior written consent of Bala Sathyanarayanan, contact or deal with (or attempt to contact or deal with) any officer, employee, consultant, client, customer, supplier, agent, distributor, shareholder, adviser or other business contact of the Company or any Group Company;
7
13.4.6except during any periods taken as holiday be ready and available to perform such duties as the Company may require under clause 13.3, ensuring that Bala Sathyanarayanan knows where and how he can be contacted during each working day and complying with any written requests to contact a specified employee of the Company at specified intervals.
14Restrictive covenants and Noncompetition and Nondisclosure Agreement
14.1Despite clause 16, the Employee acknowledges that the post-termination restrictions in clause 21 of his Contract of Employment will continue to apply after the Termination Date save that the period of each will be reduced by the period that he spends on Garden Leave.
14.2The employee undertakes to comply in full with the Noncompetition and Nondisclosure Agreement at Schedule 9 and accepts it will remain in force after the termination of his employment. Provided that all restrictions under the Noncompetition and Nondisclosure Agreement shall cease on 1 October 2027.
15Confidentiality and announcements
15.1The Employee acknowledges that, as a result of his employment as Senior Vice President, Chief Business Unit Officer, he has had access to Confidential Information. Without prejudice to his common law duties, and subject to clause 15.2, clause 15.6 and clause 15.7, the Employee shall not (except as authorised or required by law or as authorised by the Company) at any time after the Termination Date:
15.1.1use any Confidential Information;
15.1.2make or use any Copies; or
15.1.3disclose any Confidential Information to any person, company or other organisation whatsoever.
15.2The restrictions in clause 15.1 do not apply to any Confidential Information which is in or comes into the public domain other than through the Employee's unauthorised disclosure.
15.3The parties confirm that they have kept and agree to keep the existence and terms of this Agreement and the circumstances concerning the termination of the Employee’s employment confidential, save only:
15.3.1as provided in clause 15.5, clause 15.6 and clause 15.7.
15.4The Employee shall not make any adverse or derogatory comment about any Group Company, or any Group Company’s officers, employees or workers and he shall not do anything which shall, or may, bring any Group Company or any Group Company’s officers, employees or workers into disrepute. The Company shall not authorise or encourage any of its officers, employees or workers to make any adverse or derogatory comment about the Employee or to do anything that shall, or may, bring him into disrepute. This clause is subject to clause 15.5, clause 15.6 and clause 15.7.
15.5The parties are permitted to make a disclosure or comment that would otherwise be prohibited by clause 15.3 and clause 15.4 if, where necessary and appropriate:
15.5.1in the Employee’s case he makes it to:
(a)the Employee’s spouse, provided that they agree to keep the information confidential;
(b)any person who owes the Employee a duty of confidentiality (which the Employee agrees not to waive) in respect of information the Employee
8
discloses to them, including his legal or tax advisers or persons providing him with medical, therapeutic, counselling or support services;
(c)the Employee's insurer for the purposes of processing a claim for loss of employment;
(d)the Employee’s recruitment consultant or prospective employer to the extent necessary to discuss his employment history; or
(e)any government benefits agency for the purposes of him making a claim for benefits;
15.5.2in the case of the Company, it is made to:
(a)its officers, employees or workers provided that they agree to keep the information confidential; or
(b)any person who owes the Company a duty of confidentiality (which the Company agrees not to waive) in respect of information the Company discloses to them, including, its legal, tax, compliance or other professional advisers.
15.6Nothing in this clause 15 shall prevent the Employee or the Company (or any of its officers, employees, workers or agents) from making a protected disclosure under section 43A of the Employment Rights Act 1996.
15.7Nothing in this clause 15 shall prevent the Employee or the Company (or any of its officers, employees, workers or agents) from:
15.7.1reporting a suspected criminal offence to the police or any law enforcement agency or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution;
15.7.2doing or saying anything that is required by HMRC or a regulator, ombudsman or supervisory authority;
15.7.3whether required to or not, making a disclosure to, or co-operating with any investigation by, HMRC or a regulator, ombudsman or supervisory authority regarding any misconduct, wrongdoing or serious breach of regulatory requirements (including giving evidence at a hearing);
15.7.4complying with an order from a court or tribunal to disclose or give evidence;
15.7.5disclosing information to HMRC for the purposes of establishing and paying (or recouping) tax and National Insurance liabilities arising from his employment or its termination; or
15.7.6making any other disclosure as required by law .
15.8The Company will make an announcement:-
15.8.1On or before 30 September 2025, in the form set out in part I of Schedule 4
15.8.2 On the Termination Date in the form set out in Part II of Schedule 4 and neither party will make any statement to third parties (save as specified in clause 15.5, clause 15.6 or clause 15.7) which is inconsistent with that announcement.
9
16Entire agreement
Each party on behalf of itself and, in the case of the Company, as agent for any Group Companies acknowledges and agrees with the other party (the Company acting on behalf of itself and as agent for each Group Company) that:
16.1.1this Agreement constitutes the entire agreement between the parties and any Group Company and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, warranties, representations and understandings between them whether written or oral, relating to its subject matter;
16.1.2in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement; and
16.1.3it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
16.1.4For the avoidance of doubt the Intellectual Property provisions in the Contract of Employment at clause 18 and the power of attorney at Schedule 1shall remain in full force and effect.
17Variation
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
18Third party rights
Except as expressly provided elsewhere in this Agreement, no person other than the Employee and any Group Company shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
19Governing law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
20Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
21Subject to contract and without prejudice
This Agreement shall be deemed to be without prejudice and subject to contract until such time as it is signed by both parties and dated, when it shall be treated as an open document evidencing a binding agreement.
22Reaffirmation
22.1On or shortly after the Termination Date, the Employee shall sign and date the Reaffirmation Letter and shall ensure that the Adviser (or another relevant independent adviser within the meaning of the legislation set out at clause 7.4) signs and dates a letter in the form set out in Schedule 5.
10
22.2The Company's obligations under this Agreement (except under clause 2, clause 13 and clause 15) are conditional on the Company receiving the letters referred to in clause 22.1 duly signed and dated within 7 days of the Termination Date.
23Counterparts
This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
This Agreement has been entered into as a deed on the date stated at the beginning of this Agreement.
IN WITNESS of which the parties have executed this deed and have delivered it upon the day and year first above written.
SIGNED AND EXECUTED AS A DEED by COMPANY NAME acting by: | ) ) ) | ||||||||||
/s/ Michael J. Taylor | Signature of director[/authorised signatory] | ||||||||||
Michael J. Taylor | Name of director[/authorised signatory] | ||||||||||
/s/ Carolyn Davis | Witness signature | ||||||||||
Carolyn Davis | Witness name | ||||||||||
425 Winter Road | Witness address | ||||||||||
Delaware, OH 43015 | |||||||||||
Attorney | Witness occupation | ||||||||||
SIGNED AND EXECUTED AS A DEED by EMPLOYEE NAME in the presence of: | ) )…………………………………………………… ) | ||||||||||
/s/ Patrick Gerard Mullaney | |||||||||||
11
.Schedule 1 Reference
[ON HEADED NOTEPAPER OF EMPLOYER]
PRIVATE AND CONFIDENTIAL
[DATE]
Dear [NAME],
Patrick Mullaney
I write further to your letter of [DATE] requesting a reference for Patrick Mullaney who has [applied to you to work OR been offered a job by you] as [POSITION].
I confirm that Patrick Mullaney started employment with Greif UK Limited on 19 June 2017 and left our employment on 1 April 2026. He was employed as a Senior Vice President, Chief Business Unit Officer.
[DETAILS OF ANY PREVIOUS POSITIONS WITHIN THE COMPANY AND DATES]
It is our policy only to provide references containing information as to employees' roles and dates of employment. This should not be seen as implying any comment about the candidate or his suitability for employment as [POSITION] at [PROSPECTIVE EMPLOYER].
This reference is given to the addressee in confidence and only for the purposes for which it was requested. It is given in good faith, but neither the writer nor Greif UK Limited accepts any responsibility or liability for any loss or damage caused to the addressee or any third party as a result of any reliance being placed on it.
Yours sincerely,
[NAME]
On behalf of Greif UK Limited
12
Schedule 2 Claims
1Claims:
1.1for breach of contract or wrongful dismissal;
1.2for unfair dismissal, under section 111 of the Employment Rights Act 1996;
1.3in relation to the right to a written statement of reasons for dismissal, under section 93 of the Employment Rights Act 1996;
1.4for a statutory redundancy payment, under section 163 of the Employment Rights Act 1996;
1.5in relation to an unlawful deduction from wages or unlawful payment, under section 23 of the Employment Rights Act 1996;
1.6for unlawful detriment, under section 48 of the Employment Rights Act 1996 or section 56 of the Pensions Act 2008;
1.7in relation to written employment particulars and itemised pay statements, under section 11 of the Employment Rights Act 1996;
1.8in relation to guarantee payments, under section 34 of the Employment Rights Act 1996;
1.9in relation to suspension from work, under section 70 of the Employment Rights Act 1996;
1.10in relation to parental leave, under section 80 of the Employment Rights Act 1996;
1.11in relation to a request for flexible working, under section 80H of the Employment Rights Act 1996;
1.12in relation to time off work, under sections 51, 54, 57, 57B, 57ZC, 57ZF, 57ZH, 57ZM, 57ZQ, 60, 63, 63C and 80N of the Employment Rights Act 1996;
1.13in relation to working time or holiday pay, under regulation 30 of the Working Time Regulations 1998 (SI 1998/1833);
1.14in relation to the national minimum wage, under sections 11, 19D and 24 of the National Minimum Wage Act 1998;
1.15[in relation to how and when tips must be dealt with or failure to make a payment of tips to an agency worker, under section 27K of the Employment Rights Act 1996;]
1.16for equal pay or equality of terms under sections 120 and 127 of the Equality Act 2010;
1.17for pregnancy or maternity discrimination, direct or indirect discrimination, harassment or victimisation related to sex, marital or civil partnership status, pregnancy or maternity or gender reassignment under section 120 of the Equality Act 2010;
1.18for direct or indirect discrimination, harassment or victimisation related to race under section 120 of the Equality Act 2010;
1.19for direct or indirect discrimination, harassment or victimisation related to disability, discrimination arising from disability, or failure to make adjustments under section 120 of the Equality Act 2010;
1.20for direct or indirect discrimination, harassment or victimisation related to religion or belief under section 120 of the Equality Act 2010;
13
1.21for direct or indirect discrimination, harassment or victimisation related to sexual orientation, under section 120 of the Equality Act 2010;
1.22for direct or indirect discrimination, harassment or victimisation related to age, under section 120 of the Equality Act 2010;
1.23for less favourable treatment on the grounds of part-time status, under regulation 8 of the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000 (SI 2000/1551);
1.24for less favourable treatment on the grounds of fixed-term status, under regulation 7 of the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002 (SI 2002/2034);
1.25under regulations 27 and 32 of the Transnational Information and Consultation of Employees Regulations 1999 (SI 1999/3323);
1.26under regulations 29 and 33 of the Information and Consultation of Employees Regulations 2004 (SI 2004/3426);
1.27under regulations 45 and 51 of the Companies (Cross-Border Mergers) Regulations 2007 (SI 2007/2974);
1.28under paragraphs 4 and 8 of the Schedule to the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006 (SI 2006/349);
1.29under sections 68A, 87, 137, 145A, 145B, 146, 168, 168A, 169, 170, 174, 189 (for failure to comply with a requirement of section 188A) and 192 of the Trade Union and Labour Relations (Consolidation) Act 1992;
1.30in relation to the obligations to elect appropriate representatives or any entitlement to compensation, under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246);
1.31in relation to the right to be accompanied under section 11 of the Employment Relations Act 1999;
1.32in relation to refusal of employment, refusal of employment agency services and detriment under regulations 5, 6 and 9 of the Employment Relations Act 1999 (Blacklists) Regulations 2010 (SI 2010/493);
1.33in relation to the right to request time off for study or training under section 63I of the Employment Rights Act 1996;
1.34in relation to the right to equal treatment, access to collective facilities and amenities, access to employment vacancies and the right not to be subjected to a detriment under regulations 5, 12, 13 and 17(2) of the Agency Workers Regulations 2010 (SI 2010/93);
1.35in relation to personal injury whether or not the Employee is aware or ought reasonably to be aware of such claims at the date of this Agreement and the Reaffirmation letter respectively;
1.36for harassment under the Protection from Harassment Act 1997;
1.37for failure to comply with obligations under the Human Rights Act 1998;
1.38for failure to comply with obligations under the Data Protection Act 1998, the Data Protection Act 2018, the General Data Protection Regulation ((EU) 2016/679) [as it has effect in EU law], or the UK GDPR as defined in section 3(10) and section 205(4) of the Data Protection Act 2018;
1.39arising as a consequence of the United Kingdom's membership of or withdrawal from the European Union, including but not limited to any claim arising under EU treaties or EU legislation as given effect in England and Wales until 11pm on 31 December 2020, and any claim
14
under the European Union (Withdrawal) Act 2018, the European Union (Withdrawal Agreement) Act 2020 or the European Union (Future Relationship) Act 2020;
1.40arising under retained EU law or under assimilated law as defined in section 6(7) of the European Union (Withdrawal) Act 2018 before and after any amendment, extension or re-enactment; and
1.41in relation to the right not to be subjected to a detriment under regulation 3 of the Exclusivity Terms in Zero Hours Contracts (Redress) Regulations 2015 (SI 2015/2021).
15
Schedule 3 Adviser's certificate
[ON HEADED NOTEPAPER OF ADVISER]
For the attention of [DETAILS]
[DATE]
To whom it may concern,
I am writing in connection with the agreement between Patrick Mullaney (Employee) and Greif UK Limited (Company) [of today's date OR dated [DATE]] (Agreement) and the reaffirmation letter signed by those parties dated [DATE] (Reaffirmation Letter) to confirm that:
1. I, [Name] of [FIRM], whose address is [ADDRESS], am [a Solicitor of the Senior Courts of England and Wales who holds a current practising certificate OR DETAILS OF ROLE].
2. I have given the Employee legal advice on the terms and effect of the Agreement and the Reaffirmation Letter and, in particular, their effect on the Employee's ability to pursue the claims specified in 0 to the Agreement.
3. I gave the advice to the Employee as a relevant independent adviser within the meaning of the above acts and regulations referred to at clause 7.4 of the Agreement.
4. There is now in force (and was in force at the time I gave the advice referred to above) a policy of insurance or an indemnity provided for members of a profession or professional body covering the risk of claim by the Employee in respect of loss arising in consequence of the advice I have given him.
Yours faithfully,
Clive Dobbin
LLP Partner
For and on behalf of Paris Smith LLP
16
Schedule 4 Announcement
[INSERT THE TEXT OF THE AGREED ANNOUNCEMENT HERE]
17
Schedule 5 Reaffirmation Letter
[On headed notepaper of COMPANY]
Patrick Mullaney
142 Graham Road
Ranmoor
Sheffield
S10 3GR
[DATE]
Reaffirmation Letter
I am writing in connection with the settlement agreement between Greif UK Limited (Company) and you [dated [DATE]] (Agreement). This is the Reaffirmation Letter referred to at clause 22 of the Agreement. This reaffirmation letter is entered into as a deed.
Defined terms have the same meaning when used in this Reaffirmation Letter as in the Agreement.
In consideration of the Company paying the Termination Payment to you in accordance with the terms of the Agreement, you expressly agree the following:
2Waiver of claims
2.1You agree that the terms of the Agreement are offered by the Company without any admission of liability on the part of the Company and are in full and final settlement of all and any claims or rights of action that you have or may have against any Group Company or its officers, employees or workers whether arising out of your employment with the Company or its termination or from events occurring after the Agreement was entered into, whether under common law, contract, statute or otherwise, whether such claims are, or could be, known to or in the contemplation of the Company or you at the date of this Reaffirmation Letter in any jurisdiction and including, but not limited to, the claim[s] specified in the Schedule (each of which is waived by this clause).
2.2The waiver in paragraph 2.1 shall not apply to the following:
2.2.1any claims by you to enforce this Agreement; and
2.2.2claims in respect of personal injury (other than claims under discrimination legislation)
2.2.3any claims in relation to accrued entitlements under the Pension Scheme.
2.3You warrant that:
2.3.1before entering into this Reaffirmation Letter you received independent advice from [Name] of [FIRM] (the Adviser) as to the terms and effect of this Reaffirmation Letter and, in particular, on its effect on your ability to pursue the claims specified in Schedule 2;
2.3.2the Adviser has confirmed to you that they are a solicitor holding a current practising certificate and that there is in force a policy of insurance covering the risk of a claim by you in respect of any loss arising in consequence of their advice;
2.3.3the Adviser shall sign and deliver to the Company a letter in the form attached as 6 to the Agreement;
18
2.3.4before receiving the advice you disclosed to the Adviser all facts and circumstances that may give rise to a claim by you against any Group Company or its officers, employees or workers;
2.3.5the only claims that you have or may have against any Group Company or its officers, employees or workers (whether at the time of entering into this Reaffirmation Letter or in the future) relating to your employment with the Company or its termination are specified in paragraph 2.1; and
2.3.6you are not aware of any facts or circumstances that may give rise to any claim against any Group Company or its officers, employees or workers other than those claims specified in paragraph 2.1.
You acknowledge that the Company acted in reliance on these warranties when entering into this Reaffirmation Letter.
2.4You acknowledge that the conditions relating to settlement agreements and compromise contracts under section 147(3) of the Equality Act 2010, section 77(4A) of the Sex Discrimination Act 1975 (in relation to claims under that Act and the Equal Pay Act 1970), section 72(4A) of the Race Relations Act 1976, paragraph 2 of Schedule 3A to the Disability Discrimination Act 1995, paragraph 2(2) of Schedule 4 to the Employment Equality (Sexual Orientation) Regulations 2003, paragraph 2(2) of Schedule 4 to the Employment Equality (Religion or Belief) Regulations 2003, paragraph 2(2) of Schedule 5 to the Employment Equality (Age) Regulations 2006, section 288(2B) of the Trade Union and Labour Relations (Consolidation) Act 1992, section 203(3) of the Employment Rights Act 1996, regulation 35(3) of the Working Time Regulations 1998, section 49(4) of the National Minimum Wage Act 1998, regulation 41(4) of the Transnational Information and Consultation etc. Regulations 1999, regulation 9 of the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000, regulation 10 of the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, regulation 40(4) of the Information and Consultation of Employees Regulations 2004, paragraph 13 of the Schedule to the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006, regulation 62 of the Companies (Cross Border Mergers) Regulations 2007 and section 58 of the Pensions Act 2008 have been satisfied.
2.5The waiver in paragraph 2.1 shall have effect irrespective of whether or not, at the date of this Reaffirmation Letter, you are or could be aware of such claims or have such claims in your express contemplation (including such claims of which you become aware after the date of this Reaffirmation Letter in whole or in part as a result of new legislation or the development of common law or equity).
2.6You agree that, except for the payments and benefits provided for in the Agreement, and subject to the waiver in paragraph 2.1, you shall not be eligible for any further payment from any Group Company relating to your employment or its termination and you expressly waive any right or claim that you have or may have to payment of bonuses, any benefit or award programme operated by any Group Company or any stand-alone share incentive arrangement, or to any other benefit, payment or award you may have received had your employment not terminated or for any compensation for the loss of any such benefit, payment or award.
3Warranties and acknowledgements
3.1As at the date of this Reaffirmation Letter, you warrant and represent to the Company that there are no circumstances of which you are aware or of which you ought reasonably to be aware that would amount to a repudiatory breach by you of any express or implied term of your contract of employment that would entitle (or would have entitled) the Company to terminate your employment without notice or payment in lieu of notice and any payment to you pursuant to clause 3 of the Agreement is conditional on this being so.
19
4Restrictive covenants and confidentiality
4.1Notwithstanding clause 14 of the Agreement, you acknowledge that the post-termination restrictions in clause 21 of your contract of employment with the Company dated 1 June 2022 will continue to apply after the Termination Date and you agree to be bound by them.
4.2You undertake and agree that you continue to be bound by the confidentiality obligations contained in clause 15 of the Agreement after the Termination Date.
IN WITNESS of which the parties have executed this deed and have delivered it upon the day and year first above written.
SIGNED AND EXECUTED AS A DEED by EMPLOYER NAME acting by: | ) ) ) | ||||||||||
Signature of director[/authorised signatory] | |||||||||||
Name of director[/authorised signatory] | |||||||||||
Witness signature | |||||||||||
Witness name | |||||||||||
Witness address | |||||||||||
Witness occupation | |||||||||||
SIGNED AND EXECUTED AS A DEED by EMPLOYEE NAME in the presence of: | ) )…………………………………………………… ) | ||||||||||
Witness signature | |||||||||||
Witness name | |||||||||||
Witness address | |||||||||||
Witness occupation | |||||||||||
20
Schedule 6 Reaffirmation - Adviser’s Certificate
I confirm that:
1. I have given Patrick Gerard Mullaney independent legal advice on the terms and effect of the Reaffirmation Letter and, in particular, its effect on my client's ability to pursue the Particular Claims and the claims specified in Schedule 6 of the Agreement.
2. I am a relevant independent adviser as defined by section 203 Employment Rights Act 1996 and the other sections, provisions and regulations in paragraph 1.4 of the Reaffirmation Letter at Schedule 5.
3. There is now in force (and was in force at the time I gave the advice referred to above) a policy of insurance or an indemnity provided for members of a profession or professional body covering the risk of claim by my client in respect of loss arising in consequence of the advice I have given them.
SIGNED BY
PRINT NAME OF ADVISER
NAME OF FIRM/ADVICE CENTRE/TRADE UNION/LEGAL EXECUTIVE*
ADDRESS
DATE
* Delete as appropriate
21
Schedule 7 Resignation Letter as Director/Trustee or other offices
[Date]
To the Board of Directors of Greif UK Limited
Dear Sirs,
I hereby resign with immediate effect as a director and a trustee or any other offices I hold of the following: -
Greif International Holding B.V. | ||
Greif Nederland B.V. | ||
Greif Packaging Morocco S.A. | ||
Greif Saudi Arabia Co. LTD | ||
Greif UK Holding Ltd | ||
Greif UK Ltd | ||
Greif Packaging LLC | ||
Greif, Inc. | ||
I acknowledge and confirm that I have no claim or right of action of any kind for compensation or otherwise against the Company or any Group Company or any of its officers or employees in respect of the termination of my office or otherwise. To the extent that any such claim or right of action exists or may exist, I irrevocably waive such claim or right of action and discharge the Company, its officers and employees from all and any liability in this respect.
Yours sincerely,
Patrick Gerard Mullaney
22
Schedule 8 Contract of Employment
23
Schedule 9 Noncompetition and Nondisclosure Agreement
24
Exhibit 31.1
CERTIFICATION
I, Ole G. Rosgaard, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Greif, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: January 30, 2026 | /s/ OLE G. ROSGAARD | ||||||||||
| Ole G. Rosgaard, President and Chief Executive Officer (Principal Executive Officer) | |||||||||||
Exhibit 31.2
CERTIFICATION
I, Lawrence A. Hilsheimer, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Greif, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: January 30, 2026 | /s/ LAWRENCE A. HILSHEIMER | ||||||||||
| Lawrence A. Hilsheimer, Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||||||||
Exhibit 32.1
Certification Required by Rule 13a — 14(b) of the Securities Exchange Act of 1934 and Section 1350
of Chapter 63 of Title 18 of the United States Code
In connection with the Quarterly Report of Greif, Inc. (the “Company”) on Form 10-Q for the quarterly period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ole G. Rosgaard, the President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: January 30, 2026 | /s/ OLE G. ROSGAARD | ||||||||||
| Ole G. Rosgaard, | |||||||||||
| President and Chief Executive Officer | |||||||||||
A signed original of this written statement required by Section 906 has been provided to Greif, Inc. and will be retained by Greif, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
Certification Required by Rule 13a — 14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of
Title 18 of the United States Code
In connection with the Quarterly Report of Greif, Inc. (the “Company”) on Form 10-Q for the quarterly period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lawrence A. Hilsheimer, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: January 30, 2026 | /s/ LAWRENCE A. HILSHEIMER | ||||||||||
| Lawrence A. Hilsheimer, | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
A signed original of this written statement required by Section 906 has been provided to Greif, Inc. and will be retained by Greif, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.