Greif, Inc 10-Q for FY2025 Q3
Greif, Inc (GEF)
10-Q
2025-08-28
For: 2025-07-31
View Original
Added on
April 06, 2026
About this 10-Q
Greif, Inc filed this 10-Q on August 28, 2025, covering the quarter ended July 31, 2025 (FY2025 Q3).
Headline figures
Quarter ended July 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.13B
- down 2.6% from $1.16B a year earlier
- Net income
- $64M
- down 26.5% from net income of $87.1M a year earlier
Placeholder for LM Soterra sale.
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 July 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 August 26, 2025:
| Class A Common Stock | |||||
| Class B Common Stock | |||||
| Item | Page | |||||||
| 1 | ||||||||
| 2 | ||||||||
| 4 | ||||||||
| 1A | ||||||||
| 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 July 31, | Nine Months Ended July 31, | ||||||||||||||||||||||
| (in millions, except per share amounts) | 2025 | 2024 | 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 (gain) on disposal of businesses, net | ( | ( | |||||||||||||||||||||
| Operating profit | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| 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 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: | |||||||||||||||||||||||
| Earnings from continuing operations per Class A common stock - basic | $ | $ | $ | $ | |||||||||||||||||||
| Earnings from discontinued operations per Class A common stock - basic | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per Class A common stock - basic | $ | $ | $ | $ | |||||||||||||||||||
| Earnings from continuing operations per Class B common stock - basic | $ | $ | $ | $ | |||||||||||||||||||
| Earnings from discontinued operations per Class B common stock - basic | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per Class B common stock - basic | $ | $ | $ | $ | |||||||||||||||||||
Diluted earnings per share attributable to Greif, Inc. common shareholders: | |||||||||||||||||||||||
| Earnings from continuing operations per Class A common stock - diluted | $ | $ | $ | $ | |||||||||||||||||||
| Earnings from discontinued operations per Class A common stock - diluted | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per Class A common stock - diluted | $ | $ | $ | $ | |||||||||||||||||||
| Earnings from continuing operations per Class B common stock - diluted | $ | $ | $ | $ | |||||||||||||||||||
| Earnings from discontinued operations per Class B common stock - 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 (UNAUDITED)
| Three Months Ended July 31, | Nine Months Ended July 31, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 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 | |||||||||||||||||||||||
| Comprehensive income attributable to noncontrolling interests | |||||||||||||||||||||||
| Comprehensive income 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) | July 31, 2025 | October 31, 2024 | |||||||||
| 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 | |||||||||||
| Timber properties, net of depletion | |||||||||||
| 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) | July 31, 2025 | October 31, 2024 | |||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued payroll and employee benefits | |||||||||||
| Restructuring reserves | |||||||||||
| Current portion of long-term debt | |||||||||||
| Short-term borrowings | |||||||||||
| Current liabilities held for sale | |||||||||||
| Current portion of operating lease liabilities | |||||||||||
| Current portion of finance lease liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Long-term liabilities | |||||||||||
| Long-term debt | |||||||||||
| Operating lease liabilities | |||||||||||
| Finance lease liabilities | |||||||||||
| Deferred tax liabilities | |||||||||||
| Pension liabilities | |||||||||||
| Postretirement benefit obligations | |||||||||||
| Noncurrent liabilities held for sale | |||||||||||
| Contingent liabilities and environmental reserves | |||||||||||
| Long-term income tax payable | |||||||||||
| Other long-term liabilities | |||||||||||
| Commitments and contingencies (Note 10) | |||||||||||
| 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)
| Nine Months Ended July 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 | |||||||||||
| Gain on disposals of properties, plants and equipment, net | ( | ( | |||||||||
| Loss (gain) on disposals of businesses, net | ( | ||||||||||
| Unrealized foreign exchange 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 provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of business, net of cash acquired | ( | ( | |||||||||
| Purchases of properties, plants and equipment | ( | ( | |||||||||
| Purchases of timber properties | ( | ( | |||||||||
| 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 | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of long-term debt | |||||||||||
| Payments on long-term debt | ( | ( | |||||||||
| 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 | ( | ( | |||||||||
| Tax withholding payments for stock-based awards | ( | ( | |||||||||
| Purchases of redeemable noncontrolling interest | ( | ||||||||||
| Other, net | ( | ( | |||||||||
| Net cash (used in) provided by financing activities | ( | ||||||||||
| Effects of exchange rates on cash | |||||||||||
| Net increase 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 July 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 April 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 | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income allocated to redeemable noncontrolling interests | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends paid to Greif, Inc. shareholders ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid to noncontrolling interests and other | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends earned on RSU shares | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Colleague stock purchase plan | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share based compensation | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock, directors | — | ( | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Deferrals of director shares in Rabbi Trust | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| As of July 31, 2025 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended July 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 October 31, 2024 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| 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 paid to Greif, Inc. shareholders ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid to noncontrolling interests and other | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends earned on RSU shares | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Colleague stock purchase plan | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Long-term incentive shares issued | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share based compensation | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock, directors | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Deferrals of director shares in Rabbi Trust | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| As of July 31, 2025 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
8
| Three Months Ended July 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 April 30, 2024 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
Net income | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative financial instruments, net of $ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum pension liability adjustment, net of $ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Current period mark to redemption value of redeemable noncontrolling interest | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income allocated to redeemable noncontrolling interests | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends paid to Greif, Inc. shareholders ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends earned on RSU shares | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Colleague stock purchase plan | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share based compensation | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock, directors | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| As of July 31, 2024 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended July 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 October 31, 2023 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
Net income | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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 paid to Greif, Inc. shareholders ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid to noncontrolling interests and other | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends earned on RSU shares | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Colleague stock purchase plan | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Long-term incentive shares issued | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share based compensation | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock, directors | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| As of July 31, 2024 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
9
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 2024 fiscal year of Greif, Inc. and its subsidiaries (the “Company”) began on November 1, 2023 and ended on October 31, 2024. Any references to the 2024 fiscal year or to any quarter of that year, relates to the fiscal year or quarter, as the case may be, ended October 31, 2024, unless otherwise stated. The Company is changing its fiscal year, effective for the 2025 fiscal year. The 2025 fiscal year began on November 1, 2024 and will end on September 30, 2025, and accordingly, will consist of eleven months. The Company’s fourth fiscal quarter of 2025 will be the two-month period ending September 30, 2025. Thereafter, the Company’s fiscal year will begin on October 1 and end on September 30 of the following year.
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 July 31, 2025 and the condensed consolidated balance sheet as of October 31, 2024, the interim condensed consolidated statements of income, comprehensive income and changes in shareholders’ equity for the three and nine months ended July 31, 2025 and 2024 and the interim condensed consolidated statements of cash flows for the nine months ended July 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 Annual Report on Form 10-K for its fiscal year ended October 31, 2024 (the “2024 Form 10-K”).
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”). The transaction is expected to close effective as of August 31, 2025, subject to customary closing conditions. The intended Containerboard Business 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 Operations for all periods presented. The Company also reclassified the related assets and liabilities as assets and liabilities held for sale on the accompanying Condensed Consolidated Balance Sheets as of July 31, 2025 and October 31, 2024. 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
In December 2024, the Company announced changes to its reporting structure, moving to a material solution-based structure. The Company believes this structure will enable the Company to more efficiently utilize its robust scale and global network of facilities, align operations to capitalize on its deep subject matter expertise, enable further innovation and growth, and optimize cross-selling and margin expansion opportunities. This internal re-alignment has resulted in a change in the Company’s
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reportable segments. Prior period segment information for the 2024 fiscal year has been recast to conform to the way the Company internally manages and monitors its business during the 2025 fiscal year.
The recast of prior period information had no impact on the Company’s interim condensed consolidated balance sheets, interim condensed consolidated statements of income, interim condensed consolidated statements of comprehensive income, interim condensed consolidated statements of changes in shareholders’ equity and the interim condensed consolidated statements of cash flows.
Newly Adopted Accounting Standards
There have been no new accounting standards adopted since the filing of the 2024 Form 10-K that have significance, or potential significance, to the interim condensed consolidated financial statements.
Recently Issued Accounting Standards
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 the Company’s certain 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.
In November 2023, the FASB issued 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 effective date for the Company to adopt this ASU is for the fiscal year and interim periods beginning November 1, 2024 and October 1, 2025 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.
NOTE 2 — ACQUISITIONS AND DIVESTITURES
Divestitures
Intended Soterra Business Divestiture
On August 5, 2025, the Company entered into a definitive agreement to sell its Soterra land management business, including approximately 173,000 acres of timberland (the “Soterra Business”), for a purchase price of approximately $462.0 million, subject to certain adjustments. The transaction is expected to close October 1, 2025, subject to customary closing conditions. The net cash proceeds from the sale of the Soterra Business will be used for debt repayment. The Soterra Business is reported under the Company’s Sustainable Fiber Solutions segment. The intended Soterra Business divestiture does not qualify as discontinued operations because it does not represent a strategic shift that has had a major impact on the Company’s operations or financial results.
Intended Containerboard Business Divestiture
On June 30, 2025, the Company entered into a definitive agreement to sell the Containerboard Business for a purchase price of $1,800.0 million, subject to certain adjustments. The net cash proceeds from the sale of the Containerboard Business will be used for debt repayment. The transaction is expected to close effective as of August 31, 2025, subject to customary closing conditions. The Containerboard Business was previously reported under the Company’s Sustainable Fiber Solutions segment. The intended Containerboard Business 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.
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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 July 31, | Nine Months Ended July 31, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of products sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Loss on disposal of businesses, net | |||||||||||||||||||||||
| Operating profit | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Income from discontinued operations before income tax expense and equity earnings of unconsolidated affiliates, net | |||||||||||||||||||||||
| Income tax expense (benefit) | ( | ||||||||||||||||||||||
| Net income from discontinued operations | |||||||||||||||||||||||
| Net 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, $7.2 9.8 21.0 26.3
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The following tables present assets and liabilities of the Containerboard Business from discontinued operations classified as held for sale:
| (in millions) | July 31, 2025 | October 31, 2024 | |||||||||
| ASSETS | |||||||||||
| Trade accounts receivable, net of allowance | $ | $ | |||||||||
| Inventories | |||||||||||
| Other current assets | |||||||||||
| Total current assets from discontinued operations | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net of amortization | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Other long-term assets | |||||||||||
| Total long-term assets from discontinued operations | |||||||||||
| Land | |||||||||||
| Buildings | |||||||||||
| Machinery and equipment | |||||||||||
| Capital projects in progress | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Total properties, plants and equipment, net from discontinued operations | |||||||||||
| Total assets from discontinued operations classified as held for sale | $ | $ | |||||||||
| LIABILITIES | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued payroll and employee benefits | |||||||||||
| Current portion of operating lease liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities from discontinued operations | |||||||||||
| Operating lease liabilities | |||||||||||
| Contingent liabilities and environmental reserves | |||||||||||
| Other long-term liabilities | |||||||||||
| Total long-term liabilities from discontinued operations | |||||||||||
| Total liabilities from discontinued operations classified as held for sale | $ | $ | |||||||||
The following table presents depreciation, amortization, and capital expenditures of the Containerboard Business from discontinued operations:
| Three Months Ended July 31, | Nine Months Ended July 31, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||
The Company had no other material noncash operating and investing activities related to the discontinued operations.
Delta Divestiture
During the third quarter of 2024, the Company completed its divestiture of a U.S. business in the Integrated Solutions segment, Delta Petroleum Company, Inc. (the “Delta Divestiture”), for net cash proceeds of $91.2 million. The Delta Divestiture did not qualify as discontinued operations because it did not represent a strategic shift that has had a major impact on the Company’s
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operations or financial results. The Delta Divestiture resulted in a $46.1 million gain on sale of business, including goodwill allocated to the sale of $26.1 million.
Acquisitions
Ipackchem Acquisition
The Company acquired Ipackchem Group SAS (“Ipackchem”) on March 26, 2024 (the “Ipackchem Acquisition”). Ipackchem is a global market leader in the production of high-performance plastic packaging, including premium barrier and non-barrier jerrycans and other small plastic containers. The total purchase price for this acquisition was $582.1 million. The Company incurred transaction costs of $8.9 million to complete this acquisition.
As of April 30, 2025, the Company had completed the determination of the fair value of assets acquired and liabilities assumed related to the Ipackchem Acquisition.
The following table summarizes the consideration transferred to acquire Ipackchem and the final valuation of identifiable assets acquired and liabilities assumed at the acquisition date:
| (in millions) | Amounts Recognized as of the Acquisition Date | Measurement Period Adjustments | Amount Recognized as of Acquisition Date (as Adjusted) | ||||||||
| Fair value of consideration transferred | |||||||||||
| Cash consideration | $ | $ | — | $ | |||||||
Recognized amounts of identifiable assets acquired and liabilities assumed | |||||||||||
| Cash and cash equivalents | $ | $ | — | $ | |||||||
| Accounts receivable | — | ||||||||||
| Inventories | — | ||||||||||
| Other current assets | ( | ||||||||||
| Intangibles | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Finance lease right-of-use assets | |||||||||||
| Other long-term assets | — | ||||||||||
| Properties, plants and equipment | ( | ||||||||||
Total assets acquired | |||||||||||
| Accounts payable | ( | — | ( | ||||||||
| Short-term borrowings | ( | — | ( | ||||||||
| Other current liabilities | ( | ( | |||||||||
| Operating lease liabilities | ( | ( | ( | ||||||||
| Finance lease liabilities | ( | ( | ( | ||||||||
| Long-term deferred tax liability | ( | ( | ( | ||||||||
| Other long-term liabilities | ( | ( | ( | ||||||||
Total liabilities assumed | ( | ( | ( | ||||||||
| Total identifiable net assets | $ | ( | |||||||||
| Goodwill | $ | $ | $ | ||||||||
The Company recognized goodwill related to this acquisition of $281.0 million. The goodwill recognized in this acquisition was attributable to the acquired assembled workforce, expected synergies and economies of scale, none of which qualify for recognition as a separate intangible asset. Ipackchem is reported within the Customized Polymer Solutions segment to which the goodwill was assigned. The goodwill is not deductible for tax purposes.
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The cost approach was used to determine the fair value for land, building, improvements and equipment. The cost approach measures the value by estimating the cost to acquire, or construct, comparable assets and adjusts for age and condition. The Company assigned to land use rights, building and improvements a useful life ranging from 1 year to 21 years and equipment a useful life ranging from 1 year to 10 years. Acquired property, plant and equipment are being depreciated over their estimated remaining useful lives on a straight-line basis.
The fair value for acquired customer relationship intangibles was determined as of the acquisition date based on estimates and judgments regarding expectations for the future after-tax cash flows arising from the revenue from customer relationships that existed on the acquisition date over their estimated lives, including the probability of expected future contract renewals and revenue, less a contributory assets charge, all of which is discounted to present value. The fair value for acquired developed technology was determined as of the acquisition date based on estimates and judgments regarding expectations for the future after-tax cash flows arising from the revenue from developed technology that existed on the acquisition date over their estimated lives. The fair values of the trademark intangible assets were determined utilizing the relief from royalty method, which is a form of the income approach. Under this method, a royalty rate based on observed market royalties is applied to projected revenue supporting the trademarks and discounted to present value using an appropriate discount rate.
Acquired intangible assets are being amortized over the estimated useful lives on a straight-line basis. The following table summarizes the final purchase price allocation and weighted average remaining useful lives for identifiable intangible assets acquired as of the acquisition date:
| (in millions) | Purchase Price Allocation | Weighted Average Estimated Useful Life | ||||||
| Customer relationships | $ | |||||||
| Developed technology | ||||||||
| Trademarks | ||||||||
| Total intangible assets | $ | |||||||
Pro Forma Results
The following unaudited supplemental pro forma data presents consolidated information as if the Ipackchem Acquisition had been completed on November 1, 2022. These amounts were calculated after adjusting Ipackchem’s results to reflect interest expense incurred on the debt to finance the acquisition, additional depreciation and amortization that would have been charged assuming the fair value of property, plant and equipment and intangible assets had been applied from November 1, 2022, the adjusted income tax expense, and related transaction costs.
| Three Months Ended July 31, | Nine Months Ended July 31, | ||||||||||||||||||||||
| (in millions, except per share amounts) | 2024 | 2024 | |||||||||||||||||||||
| Pro forma net sales | $ | $ | |||||||||||||||||||||
| Pro forma net income attributable to Greif, Inc. | |||||||||||||||||||||||
| Basic earnings per share attributable to Greif, Inc. common shareholders: | |||||||||||||||||||||||
| Class A common stock | $ | $ | |||||||||||||||||||||
| Class B common stock | $ | $ | |||||||||||||||||||||
| Diluted earnings per share attributable to Greif, Inc. common shareholders: | |||||||||||||||||||||||
| Class A common stock | $ | $ | |||||||||||||||||||||
| Class B common stock | $ | $ | |||||||||||||||||||||
The pro forma data should not be considered indicative of the results that would have occurred if the acquisition and related financing had been consummated on the assumed completion dates, nor are they indicative of future results.
NOTE 3 — GOODWILL
In December 2024, the Company announced changes to its reporting structure, effective November 1, 2024, moving to a material solution-based structure. This internal re-alignment has resulted in a change in the Company’s reportable segments from three : Global Industrial Packaging; Paper Packaging & Services; and Land Management; to four : Customized Polymer Solutions; Durable Metal Solutions; Sustainable Fiber Solutions; and Integrated Solutions.
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Changes to the Company’s operating segments resulted in a change to the Company’s reporting units: Customized Polymer Solutions – Small Plastics/Jerrycans; Customized Polymer Solutions – Large/Medium Plastics; Customized Polymer Solutions – Intermediate Bulk Containers; Durable Metal Solutions; Sustainable Fiber Solutions – Boxboard & Converted; Sustainable Fiber Solutions – Land Management; and Integrated Solutions. As a result of this segment realignment, the Company allocated goodwill to the reporting units existing under the new organizational structure on a relative fair value basis as of the first quarter of 2025.
In conjunction with the goodwill allocation described above, the Company tested its reporting units for potential impairment immediately before and after the segment realignment and concluded that the estimated fair value of each reporting unit exceeded its respective carrying value.
The following table summarizes the changes in the carrying amount of goodwill by segment for the nine months ended July 31, 2025:
| (in millions) | Global Industrial Packaging | Paper Packaging & Services | Customized Polymer Solutions | Durable Metal Solutions | Sustainable Fiber Solutions | Integrated Solutions | Total | ||||||||||||||||||||||||||||||||||
| Balance at October 31, 2024 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Segment recast | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Goodwill acquired / Measurement period adjustment | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Currency translation | |||||||||||||||||||||||||||||||||||||||||
| Balance at July 31, 2025 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
NOTE 4 — RESTRUCTURING CHARGES
The following is a reconciliation of the beginning and ending restructuring reserve balances for the nine months ended July 31, 2025:
| (in millions) | Employee Separation Costs | Other Costs | Total | ||||||||||||||
| Balance at October 31, 2024 | $ | $ | $ | ||||||||||||||
| Costs incurred and charged to expense | |||||||||||||||||
| Costs paid or otherwise settled | ( | ( | ( | ||||||||||||||
| Balance at July 31, 2025 | $ | $ | $ | ||||||||||||||
The focus for restructuring activities in 2025 is to optimize 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 July 31, 2025, the Company recorded restructuring charges of $12.7 million, as compared to $2.7 million of restructuring charges recorded during the three months ended July 31, 2024. The restructuring activity for the three months ended July 31, 2025 consisted of $7.0 million in employee separation costs and $5.7 million in other restructuring costs, primarily consisting of costs associated with site closures, professional fees and other fees associated with restructuring activities.
During the nine months ended July 31, 2025, the Company recorded restructuring charges of $26.6 million, as compared to $1.6 million of restructuring charges recorded during the nine months ended July 31, 2024. The restructuring activity for the nine months ended July 31, 2025 consisted of $17.6 million in employee separation costs and $9.0 million in other restructuring costs, primarily consisting of costs associated with site closures, professional fees and other fees associated with restructuring activities.
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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 $30.3 million as of July 31, 2025:
| (in millions) | Total Amounts Expected to be Incurred | Amounts Incurred During the Nine Months Ended July 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 | |||||||||||||||||
| Integrated Solutions | |||||||||||||||||
| Employee separation costs | |||||||||||||||||
| Other restructuring costs | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
NOTE 5 — DEBT
Long-Term Debt
Long-term debt is summarized as follows:
| (in millions) | July 31, 2025 | October 31, 2024 | |||||||||
| 2022 Credit Agreement - Term Loans | $ | $ | |||||||||
| 2023 Credit Agreement - Term Loan | |||||||||||
| Accounts receivable credit facilities | |||||||||||
| 2022 Credit Agreement - Revolving Credit Facility | |||||||||||
| Other debt | |||||||||||
| Less: current portion | |||||||||||
| 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
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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 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 July 31, 2025, $2,320.1 million was outstanding under the 2022 and 2023 Credit Agreements. The current portion was $95.8 million, and the long-term portion was $2,224.3 million. The weighted average interest rate for borrowings under the 2022 and 2023 Credit Agreements was 5.86 % for the nine months ended July 31, 2025. The actual interest rate for borrowings under the 2022 and 2023 Credit Agreements was 6.07 % as of July 31, 2025. The deferred financing costs associated with the term loan portion of the 2022 and 2023 Credit Agreements totaled $5.0 million as of July 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 $1.7 million as of July 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) | July 31, 2025 | October 31, 2024 | |||||||||
| Accounts receivable credit facilities | |||||||||||
| Other debt | |||||||||||
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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”). On May 16, 2025, the maturity date of the U.S. RFA was extended to May 15, 2026. The U.S. RFA provides an accounts receivable financing facility of $290.0 million. As of July 31, 2025, there was a $284.3 million ($273.7 million as of October 31, 2024) outstanding under the U.S. RFA. The weighted average interest rate for borrowings under the U.S. RFA was 5.48 % for the nine months ended July 31, 2025. The deferred financing costs associated with the U.S. RFA totaled $0.1 million as of July 31, 2025 and are recorded as a reduction of short-term debt on the interim condensed consolidated balance sheets.
On August 28, 2025, the U.S. RFA was amended to provide an accounts receivable financing facility of $200.0 million.
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 July 31, 2025 and October 31, 2024:
| July 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 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| October 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
| 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 July 31, 2025 and October 31, 2024 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 July 31, 2025, the Company has various interest rate swaps with a total notional amount of $1,362.5 million ($1,400.0 million as of October 31, 2024), 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
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weighted average fixed interest rate of 2.99 %. 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 Note 12 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 $4.6 million and $8.4 million for the three months ended July 31, 2025, and 2024, respectively. Gains reclassified to earnings under these contracts were $14.8 million and $27.0 million for the nine months ended July 31, 2025, and 2024, respectively. A derivative gain of $14.0 million, based upon interest rates at July 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 July 31, 2025, and October 31, 2024, the Company had outstanding foreign currency forward contracts in the notional amount of $219.6 million and $74.1 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 July 31, 2025, and 2024, the Company recorded realized losses of $0.1 million and $0.8 million, respectively, under fair value contracts in other expense, net. For the nine months ended July 31, 2025, and 2024, the Company recorded realized gains of $0.8 million and $2.1 million, respectively, under fair value contracts in other expense, net.
For the three months ended July 31, 2025, and 2024, the Company recorded unrealized net gains (losses) of $0.9 million and $(0.1 ) million, respectively, in other expense, net. For the nine months ended July 31, 2025, and 2024, the Company recorded unrealized net gains (losses) of $0.2 million and $(0.5 ) 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 July 31, 2025, the Company has various cross currency interest rate swaps that synthetically swap $534.9 million ($447.6 million as of October 31, 2024) of U.S. fixed rate debt to Euro denominated fixed rate debt. The Company receives a weighted average rate of 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 12 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 July 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. For the nine months ended July 31, 2025 and 2024, gains recorded in interest expense, net under the cross currency swap agreements were $5.5 million and $5.0 million, respectively.
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During the first quarter of 2025, the Company executed a cash settlement of certain cross-currency swap contracts and simultaneously entered into new cross-currency swaps at prevailing market rates. The net cash settlement from restriking these swaps resulted in a cash receipt of $22.5 million of which $11.5 million related to cross-currency swap contracts designated as net investment hedges and $11.0 million related to cross-currency swap contracts designated as cash flow hedges.
The net investment hedges that were settled resulted in a final gain of $11.3 million, which is included in the foreign currency translation component of other comprehensive income (“OCI”) and the final OCI balance on these transactions is maintained on the balance sheet until the underlying hedged subsidiary is either sold or substantially liquidated. For the cash flow hedges that were settled, the gain will be recognized to income, through interest expense, over time through an amortization of the remaining OCI balance at termination. This OCI balance amounted to $1.8 million and will be recognized on a straight-line basis to the income statement through the transaction’s original maturity date of October 5, 2026.
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.”
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 nine months ended July 31, 2025 and 2024:
| Quantitative Information about Level 3 Fair Value Measurements | |||||||||||||||||||||||
| (in millions) | Impairment Amount | Valuation Technique | Unobservable Input | Range of Input Values | |||||||||||||||||||
| July 31, 2025 | |||||||||||||||||||||||
| Net Assets Held for Sale | $ | Indicative Bids | Indicative Bids | N/A | |||||||||||||||||||
| Long Lived Assets | $ | Discounted Cash Flows; Indicative Bids | Discounted Cash Flows; Indicative Bids | N/A | |||||||||||||||||||
| Total | $ | ||||||||||||||||||||||
| July 31, 2024 | |||||||||||||||||||||||
| Long Lived Assets | $ | Discounted Cash Flows; Indicative Bids | Discounted Cash Flows; Indicative Bids | N/A | |||||||||||||||||||
| Total | $ | ||||||||||||||||||||||
For nine months ended July 31, 2025, the Company wrote down long-lived assets with a carrying value of $47.9 million to a fair value of $24.8 million, resulting in recognized asset impairment charges of $23.1 million. These charges include $0.7 million related to properties, plants and equipment, net, in the Customized Polymer Solutions reportable segment, $2.2 million related to properties, plants and equipment, net, in the Durable Metal Solutions reportable segment, $17.3 million related to properties, plants and equipment, net, in the Sustainable Fiber Solutions reportable segment, $0.3 million related to properties, plants and equipment, net in the Integrated Solutions reportable segment, $2.4 million related to definite-lived intangibles in the Customized Polymer Solutions reportable segment and $0.2 million related to definite-lived intangibles in the Integrated Solutions reportable segment. For nine months ended July 31, 2025, the Company also recognized impairment charges of $4.7 million related to net assets held for sale in the Sustainable Fiber Solutions reportable segment.
For nine months ended July 31, 2024, the Company wrote down long-lived assets with a carrying value of $4.2 million to a fair value of $2.3 million, resulting in recognized asset impairment charges of $1.9 million. These charges include $0.4 million related to properties, plants and equipment, net, in the Durable Metal Solutions reportable segment, $1.3 million related to
21
properties, plants and equipment, net, in the Sustainable Fiber Solutions reportable segment and $0.2 million related to properties, plants and equipment, net, in the Integrated 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 123,800 restricted stock units (“RSUs”) on December 13, 2024, for the performance period commencing on November 1, 2024 and ending September 30, 2027. The weighted average fair value of the RSUs granted on that date was $66.61 .
During 2025, the Company issued 49,269 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, 2021 and ended October 31, 2024.
The Company granted 215,953 performance stock units (“PSUs”) on December 13, 2024, for the performance period commencing on November 1, 2024 and ending September 30, 2027. 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 $61.19 .
During 2025, the Company issued 161,641 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, 2021 and ended October 31, 2024.
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 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 nine months ended July 31, 2025 and 2024, income tax expense was $38.0 million and $16.0 million, respectively. The $22.0 million increase was primarily attributable to a one-time discrete tax benefit of $48.1 million recognized in 2024 related to the onshoring of certain intangible property and $1.2 million related to other miscellaneous discrete items. This was partially offset by a gain of $17.3 million from the Delta Divestiture in 2024 and a $10.0 million increase in tax expense in 2024 driven by higher pre-tax earnings and changes in the geographic mix of earnings across tax jurisdictions.
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 and determined that it does not have a material effect on the current quarter’s income tax provision. Most provisions of the OBBBA, except for bonus depreciation, will not affect the Company until the 2026 fiscal year.
As part of the Ipackchem Acquisition, a deferred tax liability of $63.6 million has been recorded through purchase accounting. This liability arises from the temporary differences between the fair value of the acquired assets and liabilities and their respective tax basis through the measurement period. The primary components of the deferred tax liability include intangible assets, property, plant and equipment, and inventory. The goodwill is not deductible for tax purposes.
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NOTE 9 — POST RETIREMENT BENEFIT PLANS
The components of net periodic pension cost include the following:
| Three Months Ended July 31, | Nine Months Ended July 31, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||
Amortization of prior service benefit | ( | ( | |||||||||||||||||||||
| Recognized net actuarial loss (gain) | ( | ( | |||||||||||||||||||||
| Net periodic pension cost (benefit) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
The Company expects to make employer contributions of $5.9 million, including benefits paid directly by the Company, during 2025.
The components of net periodic pension cost and net periodic post-retirement benefit, other than the service cost components, are included in the line item “Other expense, net” in the interim condensed consolidated statements of income.
NOTE 10 — CONTINGENT LIABILITIES AND ENVIRONMENTAL RESERVES
Litigation-related Liabilities
The Company may become involved from time-to-time in litigation and regulatory matters incidental to its business, including governmental investigations, enforcement actions, personal injury claims, product liability, employment health and safety matters, commercial disputes, intellectual property matters, disputes regarding environmental clean-up costs, litigation in connection with acquisitions and divestitures, and other matters arising out of the normal conduct of its business. The Company intends to vigorously defend itself in such litigation. The Company does not believe that the outcome of any pending litigation will have a material adverse effect on its interim condensed consolidated financial statements.
The Company may accrue for contingencies related to litigation and regulatory matters if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable resolutions can occur, assessing contingencies is highly subjective and requires judgments about future events. The Company regularly reviews contingencies to determine whether its accruals are adequate. The amount of ultimate loss may differ from these estimates.
Environmental Reserves
As of July 31, 2025, and October 31, 2024, the Company’s environmental reserves were $17.1 million and $16.5 million, respectively (including $9.8 million for the Diamond Alkali Superfund Site in the 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.
NOTE 11 — 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
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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.
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 July 31, | Nine Months Ended July 31, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Numerator for basic and diluted EPS | |||||||||||||||||||||||
| Net income from continuing operations attributable to Greif, Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Net income from discontinued operations attributable to Greif, Inc. | |||||||||||||||||||||||
| Net income attributable to Greif, Inc. | |||||||||||||||||||||||
| Cash dividends | ( | ( | ( | ( | |||||||||||||||||||
| 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.
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 | ||||||||||||||||||||
| July 31, 2025 | |||||||||||||||||||||||
| Class A Common Stock | |||||||||||||||||||||||
| Class B Common Stock | |||||||||||||||||||||||
| October 31, 2024 | |||||||||||||||||||||||
| Class A Common Stock | |||||||||||||||||||||||
| Class B Common Stock | |||||||||||||||||||||||
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The following is a reconciliation of the shares used to calculate basic and diluted earnings per share:
| Three Months Ended July 31, | Nine Months Ended July 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Class A Common Stock: | |||||||||||||||||||||||
| Basic shares | |||||||||||||||||||||||
| Assumed conversion of restricted shares | |||||||||||||||||||||||
| Diluted shares | |||||||||||||||||||||||
| Class B Common Stock: | |||||||||||||||||||||||
| Basic and diluted shares | |||||||||||||||||||||||
NOTE 12 — COMPREHENSIVE INCOME (LOSS)
The following table provides the rollforward of accumulated other comprehensive income (loss) for the nine months ended July 31, 2025:
| (in millions) | Foreign Currency Translation | Derivative Financial Instruments | Minimum Pension Liability Adjustment | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||
| Balance as of October 31, 2024 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Balance as of July 31, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
The following table provides the rollforward of accumulated other comprehensive income (loss) for the nine months ended July 31, 2024:
| (in millions) | Foreign Currency Translation | Derivative Financial Instruments | Minimum Pension Liability Adjustment | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||
| Balance as of October 31, 2023 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income (loss) | ( | ( | ( | ||||||||||||||||||||
| Balance as of July 31, 2024 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
The components of accumulated other comprehensive income (loss) above are presented net of tax, as applicable.
NOTE 13 — BUSINESS SEGMENT INFORMATION
As previously described, effective November 1, 2024, the Company implemented changes to its reporting structure, moving to a material solution-based structure. The Company realigned its organizational structure to four operating segments and four reportable business segments: Customized Polymer Solutions; Durable Metal Solutions; Sustainable Fiber Solutions; and Integrated Solutions.
The Company’s reportable business segments offer different products and services. The products and services included in each of these reportable segments are as follows:
•Customized Polymer Solutions: Operations in the Customized Polymer Solutions reportable segment involve the production and sale of a comprehensive line of polymer based packaging products, such as plastic drums, rigid intermediate bulk containers and small plastics. The 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.
•Durable Metal Solutions: Operations in the Durable Metal Solutions reportable segment involve the production and sale of metal-based packaging products, including a wide variety of steel drums. The 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.
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•Sustainable Fiber Solutions: Operations in the Sustainable Fiber Solutions reportable segment involve the production and sale of 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. The 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 management and sale of timber, timberland and special use properties in the southeastern United States.
•Integrated Solutions: Operations in the Integrated Solutions reportable segment involve the production and sale of complimentary packaging products, such as paints, linings and closure systems for industrial packaging products and related services. In addition, this reportable segment is involved in the purchase and sale of recycled fiber and the production and sale of adhesives, which can be used in containerboard and paperboard products. These products and services are used internally by the Company and are also sold to external customers.
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. Intercompany balances were eliminated in consolidation and are not reviewed when evaluating segment performance.
As disclosed above, the Company entered into a definitive agreement to sell the Containerboard Business. The Containerboard Business was previously reported under the Company’s Sustainable Fiber Solutions segment. The intended Containerboard Business 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 2024 Form 10-K.
The following tables present net sales disaggregated by geographic area for each reportable segment for the three and nine months ended July 31, 2025:
| Three Months Ended July 31, 2025 | |||||||||||||||||||||||
| (in millions) | United States | Europe, Middle East and Africa | Asia Pacific and Other Americas | Total | |||||||||||||||||||
| Customized Polymer Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Durable Metal Solutions | |||||||||||||||||||||||
| Sustainable Fiber Solutions | |||||||||||||||||||||||
| Integrated Solutions | |||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended July 31, 2025 | |||||||||||||||||||||||
| (in millions) | United States | Europe, Middle East and Africa | Asia Pacific and Other Americas | Total | |||||||||||||||||||
| Customized Polymer Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Durable Metal Solutions | |||||||||||||||||||||||
| Sustainable Fiber Solutions | |||||||||||||||||||||||
| Integrated Solutions | |||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
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The following tables present net sales disaggregated by geographic area for each reportable segment for the three and nine months ended July 31, 2024:
| Three Months Ended July 31, 2024 | |||||||||||||||||||||||
| (in millions) | United States | Europe, Middle East and Africa | Asia Pacific and Other Americas | Total | |||||||||||||||||||
| Customized Polymer Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Durable Metal Solutions | |||||||||||||||||||||||
| Sustainable Fiber Solutions | |||||||||||||||||||||||
| Integrated Solutions | |||||||||||||||||||||||
Total net sales | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended July 31, 2024 | |||||||||||||||||||||||
| (in millions) | United States | Europe, Middle East and Africa | Asia Pacific and Other Americas | Total | |||||||||||||||||||
| Customized Polymer Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Durable Metal Solutions | |||||||||||||||||||||||
| Sustainable Fiber Solutions | |||||||||||||||||||||||
| Integrated Solutions | |||||||||||||||||||||||
Total net sales | $ | $ | $ | $ | |||||||||||||||||||
The following segment information is presented for the periods indicated:
| Three Months Ended July 31, | Nine Months Ended July 31, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Operating profit: | |||||||||||||||||||||||
| Customized Polymer Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Durable Metal Solutions | |||||||||||||||||||||||
| Sustainable Fiber Solutions | |||||||||||||||||||||||
| Integrated Solutions | |||||||||||||||||||||||
| Total operating profit | $ | $ | $ | $ | |||||||||||||||||||
| Depreciation, depletion and amortization expense: | |||||||||||||||||||||||
| Customized Polymer Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Durable Metal Solutions | |||||||||||||||||||||||
| Sustainable Fiber Solutions | |||||||||||||||||||||||
| Integrated Solutions | |||||||||||||||||||||||
| Total depreciation, depletion and amortization expense | $ | $ | $ | $ | |||||||||||||||||||
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The following table presents total assets by segment and total properties, plants and equipment, net by geographic area:
| (in millions) | July 31, 2025 | October 31, 2024 | |||||||||
| Assets: | |||||||||||
| Customized Polymer Solutions | $ | $ | |||||||||
| Durable Metal Solutions | |||||||||||
| Sustainable Fiber Solutions | |||||||||||
| Integrated Solutions | |||||||||||
| Total segments | |||||||||||
| Corporate and other | |||||||||||
| Total assets | $ | $ | |||||||||
| 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 | $ | $ | |||||||||
NOTE 14 — REDEEMABLE NONCONTROLLING INTERESTS
Redeemable noncontrolling interests related to joint ventures are held by the respective noncontrolling interest owners. The holders of these interests share in the profits and losses of these entities on a pro-rata basis with the Company. However, the noncontrolling interest owners have the right to put all or a portion of those noncontrolling interests to the Company at a formulaic price after a set period of time, specific to each agreement.
On May 30, 2025, the Company redeemed the remaining 20 % ownership interest in one of its noncontrolling interests, increasing ownership from 80 % to 100 % in an all-cash transaction for $38.7 million.
Redeemable noncontrolling interests are reflected in the interim condensed consolidated balance sheets at redemption value. The following table summarizes the change in redeemable noncontrolling interest for the nine months ended July 31, 2025:
| (in millions) | Redeemable Noncontrolling Interest | ||||
Balance as of October 31, 2024 | |||||
| Current period mark to redemption value | |||||
| Repurchase of redeemable shareholder interest | ( | ||||
| Redeemable noncontrolling interest share of income | |||||
| Dividends to redeemable noncontrolling interest and other | ( | ||||
Balance as of July 31, 2025 | $ | ||||
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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 2024 fiscal year began on November 1, 2023 and ended on October 31, 2024. Any references in unaudited interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (this “Form 10-Q”) to the 2024 fiscal year or to any quarter of that year, relates to the fiscal year or quarter, as the case may be, ended October 31, 2024, unless otherwise stated. We are changing our fiscal year, effective for the 2025 fiscal year. The 2025 fiscal year began on November 1, 2024 and will end on September 30, 2025, and accordingly, will consist of eleven months. Our fourth fiscal quarter of 2025 will be the two-month period ending September 30, 2025. Thereafter, Our fiscal year will begin on October 1 and end on September 30 of the following year.
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 July 31, 2025 and the condensed consolidated balance sheet as of October 31, 2024, and for the interim condensed consolidated statements of income for the three and nine months ended July 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 Annual Report on Form 10-K for the fiscal year ended October 31, 2024 (the “2024 Form 10-K”). Readers are encouraged to review the entire 2024 Form 10-K, 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, (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 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 could be subject to changes to 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 unable to achieve our
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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 2024 Form 10-K 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”), for a purchase price of $1,800.0 million, subject to certain adjustments. The transaction is expected to close effective as of August 31, 2025, subject to customary closing conditions. As a result, the Containerboard Business is 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 business, including approximately 173,000 acres of timberland (the “Soterra Business”), for a purchase price of approximately $462.0 million, subject to certain adjustments. The transaction is expected to close October 1, 2025, subject to customary closing conditions. The intended Soterra Business divestiture does not qualify as discontinued operations.
BUSINESS SEGMENTS
As previously announced, effective November 1, 2024, we implemented changes to our reporting structure, moving to a material solution-based structure. We realigned our organizational structure to operate in four reportable business segments: Customized Polymer Solutions; Durable Metal Solutions; Sustainable Fiber Solutions; and Integrated 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. 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.
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 management and sale of timber, timberland and special use properties in the southeastern United States.
In the Integrated Solutions reportable segment, we produce and sell complimentary packaging products, such as paints, linings and closure systems for industrial packaging products and related services. 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 containerboard and paperboard products. 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
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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 2024 Form 10-K. 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 2024 Form 10-K.
Valuation of Goodwill
In December 2024, we announced changes to our reporting structure, effective November 1, 2024, moving to a material solution-based structure. This internal re-alignment has resulted in a change in our reportable segments from three: Global Industrial Packaging; Paper Packaging & Services; and Land Management; to four: Customized Polymer Solutions; Durable Metal Solutions; Sustainable Fiber Solutions; and Integrated Solutions.
Changes to the Company’s operating segments resulted in a change to the Company’s reporting units: Customized Polymer Solutions – Small Plastics/Jerrycans; Customized Polymer Solutions – Large/Medium Plastics; Customized Polymer Solutions – Intermediate Bulk Containers; Durable Metal Solutions; Sustainable Fiber Solutions – Boxboard & Converted; Sustainable Fiber Solutions – Containerboard & Corrugated; Sustainable Fiber Solutions – Land Management; and Integrated Solutions. As a result of this segment realignment, the Company allocated goodwill to the reporting units existing under the new organizational structure on a relative fair value in the first quarter of 2025.
In conjunction with the goodwill allocation described above, we tested our reporting units for potential impairment immediately before and after the segment realignment and concluded that the estimated fair value of each reporting unit exceeded its respective carrying value.
For the Customized Polymer Solutions – Small Plastics/Jerrycans reporting unit, the fair value of the reporting unit exceeded the carrying value by 2%, so no impairment was deemed to exist. The low headroom is due to various acquisitions related to this reporting unit in recent years. We expect the headroom of this reporting unit to grow after synergies from those acquisitions are realized and the acquired businesses are fully integrated into our network.
For all other reporting units with goodwill balances, the fair value exceeded the carrying value by at least 26%, so no impairment was deemed to exist.
As a result of its pending sale, the Containerboard Business is presented as discontinued operations and Sustainable Fiber Solutions – Containerboard & Corrugated is no longer an operating reporting unit beginning in the third quarter of 2025. Goodwill associated with the Sustainable Fiber Solutions – Containerboard & Corrugated reporting unit has been removed from continued operations presentation.
The following table summarizes the carrying amount of goodwill by reporting unit as of July 31, 2025 and October 31, 2024 (recasted from the 2024 10-K by allocating goodwill to reporting units under the new organizational structure on a relative fair value basis, with goodwill associated with discontinued operations removed from presentation):
| Goodwill Balance | ||||||||||||||
| (in millions) | July 31, 2025 | October 31, 2024 | ||||||||||||
| Customized Polymer Solutions | ||||||||||||||
| Small Plastics/Jerrycans | $ | 369.0 | $ | 357.7 | ||||||||||
| Large/Medium Plastics | 130.2 | 128.0 | ||||||||||||
| Intermediate Bulk Containers | 126.9 | 122.2 | ||||||||||||
| Durable Metal Solutions | 416.1 | 401.8 | ||||||||||||
| Sustainable Fiber Solutions | ||||||||||||||
| Boxboard & Converted | 475.9 | 475.9 | ||||||||||||
| Integrated Solutions | 177.7 | 169.9 | ||||||||||||
| Total | $ | 1,695.8 | $ | 1,655.5 | ||||||||||
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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 and nine months ended July 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 2024 Form 10-K. 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.
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Third 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 July 31, 2025 and 2024:
| Three Months Ended July 31, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Net sales: | |||||||||||
| Customized Polymer Solutions | $ | 339.8 | $ | 314.7 | |||||||
| Durable Metal Solutions | 399.8 | 424.1 | |||||||||
| Sustainable Fiber Solutions | 308.0 | 325.6 | |||||||||
| Integrated Solutions | 87.1 | 100.5 | |||||||||
| Total net sales | $ | 1,134.7 | $ | 1,164.9 | |||||||
| Operating profit: | |||||||||||
| Customized Polymer Solutions | $ | 8.8 | $ | 9.6 | |||||||
| Durable Metal Solutions | 37.6 | 36.2 | |||||||||
| Sustainable Fiber Solutions | 23.2 | 35.9 | |||||||||
| Integrated Solutions | 3.5 | 55.0 | |||||||||
| Total operating profit | $ | 73.1 | $ | 136.7 | |||||||
| Adjusted EBITDA: | |||||||||||
| Customized Polymer Solutions | $ | 39.4 | $ | 40.5 | |||||||
| Durable Metal Solutions | 47.7 | 45.6 | |||||||||
| Sustainable Fiber Solutions | 65.5 | 57.1 | |||||||||
| Integrated Solutions | 8.1 | 13.8 | |||||||||
| Total Adjusted EBITDA | $ | 160.7 | $ | 157.0 | |||||||
The following table sets forth Adjusted EBITDA, reconciled to net income and operating profit, for our consolidated results for the three months ended July 31, 2025 and 2024:
| Three Months Ended July 31, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Net income from continuing operations | $ | 44.7 | $ | 84.5 | |||||||
| Plus: interest expense, net | 14.5 | 18.8 | |||||||||
| Plus: other expense, net | 2.8 | 0.8 | |||||||||
| Plus: income tax expense | 11.8 | 33.5 | |||||||||
| Plus: equity earnings of unconsolidated affiliates, net of tax | (0.7) | (0.9) | |||||||||
| Operating profit | 73.1 | 136.7 | |||||||||
| Less: equity earnings of unconsolidated affiliates, net of tax | (0.7) | (0.9) | |||||||||
| Plus: depreciation, depletion and amortization expense | 58.8 | 59.0 | |||||||||
| Plus: acquisition and integration related costs | 1.2 | 2.0 | |||||||||
| Plus: restructuring and other charges | 25.2 | 2.7 | |||||||||
| Plus: non-cash asset impairment charges | 3.4 | 0.2 | |||||||||
| Plus: gain on disposal of properties, plants and equipment, net | (2.6) | (3.4) | |||||||||
| Plus: gain on disposal of businesses, net | — | (46.1) | |||||||||
| Plus: other costs* | 0.9 | 5.0 | |||||||||
| Adjusted EBITDA | $ | 160.7 | $ | 157.0 | |||||||
| *includes fiscal year-end change costs and share-based compensation impact of disposals of businesses | |||||||||||
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The following table sets forth Adjusted EBITDA for our business segments, reconciled to the operating profit for each segment, for the three months ended July 31, 2025 and 2024:
| Three Months Ended July 31, 2025 | |||||||||||||||||||||||||||||
| (in millions) | Customized Polymer Solutions | Durable Metal Solutions | Sustainable Fiber Solutions | Integrated Solutions | Consolidated | ||||||||||||||||||||||||
| Operating profit | $ | 8.8 | $ | 37.6 | $ | 23.2 | $ | 3.5 | $ | 73.1 | |||||||||||||||||||
| Less: equity earnings of unconsolidated affiliates, net of tax | — | — | — | (0.7) | (0.7) | ||||||||||||||||||||||||
| Plus: depreciation and amortization expense | 23.7 | 7.3 | 25.4 | 2.4 | 58.8 | ||||||||||||||||||||||||
| Plus: acquisition and integration related costs | 1.2 | — | — | — | 1.2 | ||||||||||||||||||||||||
| Plus: restructuring and other charges | 3.3 | 5.2 | 15.6 | 1.1 | 25.2 | ||||||||||||||||||||||||
| Plus: non-cash asset impairment charges | 2.4 | — | 0.9 | 0.1 | 3.4 | ||||||||||||||||||||||||
| Plus: (gain) loss on disposal of properties, plants and equipment, net | (0.2) | (2.6) | — | 0.2 | (2.6) | ||||||||||||||||||||||||
| Plus: other costs* | 0.2 | 0.2 | 0.4 | 0.1 | 0.9 | ||||||||||||||||||||||||
| Adjusted EBITDA | $ | 39.4 | $ | 47.7 | $ | 65.5 | $ | 8.1 | $ | 160.7 | |||||||||||||||||||
| Three Months Ended July 31, 2024 | |||||||||||||||||||||||||||||
| (in millions) | Customized Polymer Solutions | Durable Metal Solutions | Sustainable Fiber Solutions | Integrated Solutions | Consolidated | ||||||||||||||||||||||||
| Operating profit | $ | 9.6 | $ | 36.2 | $ | 35.9 | $ | 55.0 | $ | 136.7 | |||||||||||||||||||
| Less: equity earnings of unconsolidated affiliates, net of tax | — | — | — | (0.9) | (0.9) | ||||||||||||||||||||||||
| Plus: depreciation and amortization expense | 27.2 | 7.3 | 21.0 | 3.5 | 59.0 | ||||||||||||||||||||||||
| Plus: acquisition and integration related costs | 1.8 | — | 0.2 | — | 2.0 | ||||||||||||||||||||||||
| Plus: restructuring and other charges | 1.0 | 1.0 | 0.8 | (0.1) | 2.7 | ||||||||||||||||||||||||
| Plus: non-cash asset impairment charges | — | — | — | 0.2 | 0.2 | ||||||||||||||||||||||||
| Plus: gain on disposal of properties, plants and equipment, net | (0.1) | (0.1) | (3.1) | (0.1) | (3.4) | ||||||||||||||||||||||||
| Plus: gain on disposal of businesses, net | — | — | — | (46.1) | (46.1) | ||||||||||||||||||||||||
| Plus: other costs* | 1.0 | 1.2 | 2.3 | 0.5 | 5.0 | ||||||||||||||||||||||||
| Adjusted EBITDA | $ | 40.5 | $ | 45.6 | $ | 57.1 | $ | 13.8 | $ | 157.0 | |||||||||||||||||||
| *includes fiscal year-end change costs and share-based compensation impact of disposals of businesses | |||||||||||||||||||||||||||||
Net Sales
Net sales were $1,134.7 million for the third quarter of 2025 compared with $1,164.9 million for the third quarter of 2024. The $30.2 million decrease was primarily due to $40.1 million attributable to lower volumes, partially offset by positive foreign currency translation impacts. See the “Segment Review” below for additional information on net sales by segment.
Gross Profit
Gross profit was $257.3 million for the third quarter of 2025 compared with $244.9 million for the third quarter of 2024. The $12.4 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 22.7 percent and 21.0 percent for the third quarter of 2025 and 2024, respectively.
Selling, General and Administrative Expenses
Selling, general and administrative (“SG&A”) expenses were $157.0 million for the third quarter of 2025 compared with $152.8 million for the third quarter of 2024. The $4.2 million increase was primarily due to higher compensation expenses. SG&A expenses were 13.8 percent and 13.1 percent of net sales for the third quarter of 2025 and 2024, respectively.
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Financial Measures
Operating profit was $73.1 million for the third quarter of 2025 compared with $136.7 million for the third quarter of 2024. Net income was $44.7 million for the third quarter of 2025 compared with $84.5 million for the third quarter of 2024. Adjusted EBITDA was $160.7 million for the third quarter of 2025 compared with $157.0 million for the third quarter of 2024. The reasons for the changes in operating profit, net income, and Adjusted EBITDA for each segment are described below in the “Segment Review.”
Trends
While volumes in small plastics have improved due to increased demand in growth end markets, overall we have not identified, and do not anticipate, any compelling customer demand inflection during the remainder of the year. 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, containerboard, 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 of businesses and facilities;
•Divestiture of businesses and facilities; and
•Impact of foreign currency translation.
As a result of the pending sale, 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 offers a comprehensive line of polymer based packaging products, such as plastic drums, rigid intermediate bulk containers and small plastics.
Net sales were $339.8 million for the third quarter of 2025 compared with $314.7 million for the third quarter of 2024. The $25.1 million increase was primarily due to $10.5 million from higher average selling prices and $7.0 million attributable to higher volumes and positive foreign currency translation impacts.
Gross profit was $70.7 million for the third quarter of 2025 compared with $60.6 million for the third quarter of 2024. The $10.1 million increase was primarily due to the same factors that impacted net sales, partially offset by higher raw material costs and higher manufacturing costs. Gross profit margin was 20.8 percent and 19.3 percent for the third quarter of 2025 and 2024, respectively.
Operating profit was $8.8 million for the third quarter of 2025 compared with $9.6 million for the third quarter of 2024. The $0.8 million decrease was primarily due to higher SG&A expenses related to higher compensation expenses and higher restructuring and other charges, partially offset by the same factors that impacted gross profit. Adjusted EBITDA was $39.4 million for the third quarter of 2025 compared with $40.5 million for the third quarter of 2024. The $1.1 million decrease was primarily due to the same factors that impacted operating profit.
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Durable Metal Solutions
Our Durable Metal Solutions segment produces and sells metal-based packaging products, including a wide variety of steel drums.
Net sales were $399.8 million for the third quarter of 2025 compared with $424.1 million for the third quarter of 2024. The $24.3 million decrease was primarily due to $24.6 million attributable to lower volumes.
Gross profit was $86.4 million for the third quarter of 2025 compared with $85.7 million for the third quarter of 2024. The $0.7 million increase was primarily due to lower raw material costs, partially offset by the same factors that impacted net sales. Gross profit margin was 21.6 percent and 20.2 percent for the third quarter of 2025 and 2024, respectively.
Operating profit was $37.6 million for the third quarter of 2025 compared with $36.2 million for the third quarter of 2024. The $1.4 million increase was primarily due to the same factors that impacted gross profit. Adjusted EBITDA was $47.7 million for the third quarter of 2025 compared with $45.6 million for the third quarter of 2024. The $2.1 million increase was primarily due to the same factors that impacted gross profit.
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 is involved in the management and sale of timber, timberland and special use properties in the southeastern United States.
Net sales were $308.0 million for the third quarter of 2025 compared with $325.6 million for the third quarter of 2024. The $17.6 million decrease was primarily due to $24.5 million attributable to lower volumes, partially offset by $6.8 million from higher published containerboard and boxboard prices.
Gross profit was $75.4 million for the third quarter of 2025 compared with $67.9 million for the third quarter of 2024. The $7.5 million increase in gross profit was primarily due to lower raw material costs and lower manufacturing costs, partially offset by the same factors that impacted net sales. Gross profit margin was 24.5 percent and 20.9 percent for the third quarter of 2025 and 2024, respectively.
Operating profit was $23.2 million for the third quarter of 2025 compared with $35.9 million for the third quarter of 2024. The $12.7 million decrease was primarily due to higher restructuring and other charges related to plant closures, partially offset by the same factors that impacted gross profit. Adjusted EBITDA was $65.5 million for the third quarter of 2025 compared with $57.1 million for the third quarter of 2024. The $8.4 million increase was primarily due to the same factors that impacted gross profit.
Integrated Solutions
Our Integrated Solutions segment produces and sells complimentary packaging products, such as paints, linings and closure systems for industrial packaging products and related services. 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 containerboard and paperboard products.
Net sales were $87.1 million for the third quarter of 2025 compared with $100.5 million for the third quarter of 2024. The $13.4 million decrease was primarily due to a $14.3 million impact from the divestiture of Delta Petroleum Company, Inc. (the “Delta Divestiture”) during the third quarter of 2024.
Gross profit was $24.8 million for the third quarter of 2025 compared with $30.7 million for the third quarter of 2024. The $5.9 million decrease in gross profit was primarily due to the Delta Divestiture. Gross profit margin was 28.5 percent and 30.5 percent for the third quarter of 2025 and 2024, respectively.
Operating profit was $3.5 million for the third quarter of 2025 compared with $55.0 million for the third quarter of 2024. The $51.5 million decrease was primarily due to a $46.1 million gain from the Delta Divestiture during the third quarter of 2024 and the same factors that impacted gross profit. Adjusted EBITDA was $8.1 million for the third quarter of 2025 compared with $13.8 million for the third quarter of 2024. The $5.7 million decrease was primarily due to the same factors that impacted gross profit.
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Income Tax Expense
Income tax expense for the third quarter of 2025 was $11.8 million compared with $33.5 million for the third quarter of 2024. The $21.7 million decrease was primarily due to the gain from the Delta Divestiture in 2024.
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 and determined that it does not have a material effect on the current quarter’s income tax provision. Most provisions of the OBBBA, except for bonus depreciation, will not affect us until the 2026 fiscal year.
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Year-to-Date Results
The following table sets forth the net sales, operating profit and Adjusted EBITDA for each of our business segments for the nine months ended July 31, 2025 and 2024:
| Nine Months Ended July 31, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Net sales: | |||||||||||
| Customized Polymer Solutions | $ | 964.2 | $ | 828.3 | |||||||
| Durable Metal Solutions | 1,120.9 | 1,208.3 | |||||||||
| Sustainable Fiber Solutions | 900.3 | 924.2 | |||||||||
| Integrated Solutions | 246.4 | 287.1 | |||||||||
| Total net sales | $ | 3,231.8 | $ | 3,247.9 | |||||||
| Operating profit: | |||||||||||
| Customized Polymer Solutions | $ | 28.8 | $ | 26.9 | |||||||
| Durable Metal Solutions | 95.1 | 99.8 | |||||||||
| Sustainable Fiber Solutions | 30.3 | 61.8 | |||||||||
| Integrated Solutions | 8.4 | 72.0 | |||||||||
| Total operating profit | $ | 162.6 | $ | 260.5 | |||||||
| Adjusted EBITDA: | |||||||||||
| Customized Polymer Solutions | $ | 112.7 | $ | 100.5 | |||||||
| Durable Metal Solutions | 122.4 | 125.0 | |||||||||
| Sustainable Fiber Solutions | 155.8 | 141.7 | |||||||||
| Integrated Solutions | 21.5 | 36.6 | |||||||||
| Total Adjusted EBITDA | $ | 412.4 | $ | 403.8 | |||||||
The following table sets forth Adjusted EBITDA, reconciled to net income and operating profit, for our consolidated results for the nine months ended July 31, 2025 and 2024:
| Nine Months Ended July 31, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Net income | $ | 76.8 | $ | 207.7 | |||||||
| Plus: interest expense, net | 46.3 | 29.4 | |||||||||
| Plus: other expense, net | 3.0 | 9.5 | |||||||||
| Plus: income tax expense | 38.0 | 16.0 | |||||||||
| Plus: equity earnings of unconsolidated affiliates, net of tax | (1.5) | (2.1) | |||||||||
| Operating profit | 162.6 | 260.5 | |||||||||
| Less: equity earnings of unconsolidated affiliates, net of tax | (1.5) | (2.1) | |||||||||
| Plus: depreciation, depletion and amortization expense | 173.5 | 168.6 | |||||||||
| Plus: acquisition and integration related costs | 5.4 | 16.1 | |||||||||
| Plus: restructuring and other charges | 42.5 | 1.6 | |||||||||
| Plus: non-cash asset impairment charges | 27.8 | 1.9 | |||||||||
| Plus: gain on disposal of properties, plants and equipment, net | (3.7) | (6.4) | |||||||||
| Plus: loss (gain) on disposal of businesses, net | 1.4 | (46.1) | |||||||||
| Plus: other costs* | 1.4 | 5.5 | |||||||||
| Adjusted EBITDA | $ | 412.4 | $ | 403.8 | |||||||
| *includes fiscal year-end change costs and share-based compensation impact of disposals of businesses | |||||||||||
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The following table sets forth Adjusted EBITDA for our business segments, reconciled to the operating profit for each segment, for the nine months ended July 31, 2025 and 2024:
| Nine Months Ended July 31, 2025 | |||||||||||||||||||||||||||||
| (in millions) | Customized Polymer Solutions | Durable Metal Solutions | Sustainable Fiber Solutions | Integrated Solutions | Consolidated | ||||||||||||||||||||||||
| Operating profit | $ | 28.8 | $ | 95.1 | $ | 30.3 | $ | 8.4 | $ | 162.6 | |||||||||||||||||||
| Less: equity earnings of unconsolidated affiliates, net of tax | — | — | — | (1.5) | (1.5) | ||||||||||||||||||||||||
| Plus: depreciation and amortization expense | 69.7 | 21.2 | 75.1 | 7.5 | 173.5 | ||||||||||||||||||||||||
| Plus: acquisition and integration related costs | 5.4 | — | — | — | 5.4 | ||||||||||||||||||||||||
| Plus: restructuring and other charges | 5.5 | 7.4 | 27.7 | 1.9 | 42.5 | ||||||||||||||||||||||||
| Plus: non-cash asset impairment charges | 3.1 | 2.2 | 22.0 | 0.5 | 27.8 | ||||||||||||||||||||||||
| Plus: (gain) loss on disposal of properties, plants and equipment, net | (0.2) | (3.8) | 0.1 | 0.2 | (3.7) | ||||||||||||||||||||||||
| Plus: loss on disposal of businesses, net | — | — | — | 1.4 | 1.4 | ||||||||||||||||||||||||
| Plus: other costs* | 0.4 | 0.3 | 0.6 | 0.1 | 1.4 | ||||||||||||||||||||||||
| Adjusted EBITDA | $ | 112.7 | $ | 122.4 | $ | 155.8 | $ | 21.5 | $ | 412.4 | |||||||||||||||||||
| Nine Months Ended July 31, 2024 | |||||||||||||||||||||||||||||
| (in millions) | Customized Polymer Solutions | Durable Metal Solutions | Sustainable Fiber Solutions | Integrated Solutions | Consolidated | ||||||||||||||||||||||||
| Operating profit | $ | 26.9 | $ | 99.8 | $ | 61.8 | $ | 72.0 | $ | 260.5 | |||||||||||||||||||
| Less: equity earnings of unconsolidated affiliates, net of tax | — | — | — | (2.1) | (2.1) | ||||||||||||||||||||||||
| Plus: depreciation and amortization expense | 56.7 | 21.8 | 80.2 | 9.9 | 168.6 | ||||||||||||||||||||||||
| Plus: acquisition and integration related costs | 14.8 | — | 1.3 | — | 16.1 | ||||||||||||||||||||||||
| Plus: restructuring and other charges | 1.4 | 1.7 | (2.2) | 0.7 | 1.6 | ||||||||||||||||||||||||
| Plus: non-cash asset impairment charges | — | 0.4 | 1.3 | 0.2 | 1.9 | ||||||||||||||||||||||||
| Plus: gain on disposal of properties, plants and equipment, net | (0.4) | — | (3.3) | (2.7) | (6.4) | ||||||||||||||||||||||||
| Plus: gain on disposal of businesses, net | — | — | — | (46.1) | (46.1) | ||||||||||||||||||||||||
| Plus: other costs* | 1.1 | 1.3 | 2.6 | 0.5 | 5.5 | ||||||||||||||||||||||||
| Adjusted EBITDA | $ | 100.5 | $ | 125.0 | $ | 141.7 | $ | 36.6 | $ | 403.8 | |||||||||||||||||||
| *includes fiscal year-end change costs and share-based compensation impact of disposals of businesses | |||||||||||||||||||||||||||||
Net Sales
Net sales were $3,231.8 million for the first nine months of 2025 compared with $3,247.9 million for the first nine months of 2024. The $16.1 million decrease was primarily due to $57.1 million attributable to lower volumes, a $40.8 million impact from the Delta Divestiture and $11.3 million of negative foreign currency translation impacts, partially offset by $97.2 million contributions from recent acquisitions. See the “Segment Review” below for additional information on net sales by segment.
Gross Profit
Gross profit was $711.9 million for the first nine months of 2025 compared with $671.2 million for the first nine months of 2024. The $40.7 million increase was primarily due to lower raw material costs, partially offset by the same factors that impacted net sales. See “Segment Review” below for additional information on gross profit by segment. Gross profit margin was 22.0 percent and 20.7 percent for first nine months of 2025 and 2024, respectively.
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Selling, General and Administrative Expenses
SG&A expenses were $475.9 million for the first nine months of 2025 compared with $443.6 million for the first nine months of 2024. The $32.3 million increase was primarily related to higher compensation expenses and amortization expenses due to recent acquisitions. SG&A expenses were 14.7 percent and 13.7 percent of net sales for first nine months of 2025 and 2024, respectively.
Financial Measures
Operating profit was $162.6 million for the first nine months of 2025 compared with $260.5 million for the first nine months of 2024. Net income was $76.8 million for the first nine months of 2025 compared with $207.7 million for the first nine months of 2024. Adjusted EBITDA was $412.4 million for the first nine months of 2025 compared with $403.8 million for the first nine months of 2024. The reasons for the changes in operating profit, net income, and Adjusted EBITDA for each segment are described below in the “Segment Review.”
Segment Review
Customized Polymer Solutions
Net sales were $964.2 million for the first nine months of 2025 compared with $828.3 million for the first nine months of 2024. The $135.9 million increase was primarily due to $97.2 million of contributions from recent acquisitions, $19.7 million attributable to higher volumes and $17.9 million from higher average selling prices.
Gross profit was $208.0 million for the first nine months of 2025 compared with $160.3 million for the first nine months of 2024. The $47.7 million increase was primarily due to the same factors that impacted net sales, partially offset by higher raw material, transportation and manufacturing costs. Gross profit margin was 21.6 percent and 19.4 percent for the first nine months of 2025 and 2024, respectively.
Operating profit was $28.8 million for the first nine months of 2025 compared with $26.9 million for the first nine months of 2024. The $1.9 million increase was primarily due to the same factors that impacted gross profit and lower integration costs from recent acquisitions, partially offset by higher SG&A expenses related to higher compensation expenses and amortization expenses from recent acquisitions. Adjusted EBITDA was $112.7 million for the first nine months of 2025 compared with $100.5 million for the first nine months of 2024. The $12.2 million increase was primarily due to the same factors that impacted gross profit, partially offset by higher SG&A expenses related to higher compensation expenses and amortization expenses from recent acquisitions.
Durable Metal Solutions
Net sales were $1,120.9 million for the first nine months of 2025 compared with $1,208.3 million for the first nine months of 2024. The $87.4 million decrease was primarily due to $53.6 million attributable to lower volumes, $24.6 million from lower average selling prices and negative foreign currency translation impacts.
Gross profit was $232.4 million for the first nine months of 2025 compared with $240.8 million for the first nine months of 2024. The $8.4 million decrease was primarily due to the same factors that impacted net sales, partially offset by lower raw material costs. Gross profit margin was 20.7 percent and 19.9 percent for the first nine months of 2025 and 2024, respectively.
Operating profit was $95.1 million for the first nine months of 2025 compared with $99.8 million for the first nine months of 2024. The $4.7 million decrease was primarily due to the same factors that impacted gross profit and higher restructuring and other charges, partially offset by lower SG&A expenses related to lower incentive expenses due to performance. Adjusted EBITDA was $122.4 million for the first nine months of 2025 compared with $125.0 million for the first nine months of 2024. The $2.6 million decrease was primarily due to the same factors that impacted gross profit, excluding impacts from depreciation and amortization, partially offset by lower SG&A expenses related to lower incentive expenses due to performance.
Sustainable Fiber Solutions
Net sales were $900.3 million for the first nine months of 2025 compared with $924.2 million for the first nine months of 2024. The $23.9 million decrease was primarily due to $38.3 million from lower published containerboard and boxboard prices, partially offset by $15.6 million attributable to lower volumes.
Gross profit was $201.1 million for the first nine months of 2025 compared with $184.5 million for the first nine months of 2024. The $16.6 million increase was primarily due to lower raw material costs and lower manufacturing costs, partially offset
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by the same factor that impacted net sales. Gross profit margin was 22.3 percent and 20.0 percent for the first nine months of 2025 and 2024, respectively.
Operating profit was $30.3 million for the first nine months of 2025 compared with $61.8 million for the first nine months of 2024. The $31.5 million decrease was primarily due to higher restructuring and other charges and impairment charges related to plant closures, partially offset by the same factors that impacted gross profit. Adjusted EBITDA was $155.8 million for the first nine months of 2025 compared with $141.7 million for the first nine months of 2024. The $14.1 million increase was primarily due to the same factors that impacted gross profit.
Integrated Solutions
Net sales were $246.4 million for the first nine months of 2025 compared with $287.1 million for the first nine months of 2024. The $40.7 million decrease was primarily due to a $40.8 million impact from the Delta Divestiture.
Gross profit was $70.4 million for the first nine months of 2025 compared with $85.6 million for the first nine months of 2024. The $15.2 million decrease was primarily due to the Delta Divestiture. Gross profit margin was 28.6 percent and 29.8 percent for the first nine months of 2025 and 2024, respectively.
Operating profit was $8.4 million for the first nine months of 2025 compared with $72.0 million for the first nine months of 2024. The $63.6 million decrease was primarily due to a $46.1 million gain from the Delta Divestitures during the third quarter of 2024 and the same factors that impacted gross profit. Adjusted EBITDA was $21.5 million for the first nine months of 2025 compared with $36.6 million for the first nine months of 2024. The $15.1 million decrease was primarily due to the same factors that impacted gross profit.
Income tax expense
Income tax expense for the first nine months of 2025 was $38.0 million compared with $16.0 million for the first nine months of 2024, respectively. The $22.0 million increase was primarily attributable to a one-time discrete tax benefit of $48.1 million recognized in 2024 related to the onshoring of certain intangible property and $1.2 million related to other miscellaneous discrete items. This was partially offset by a gain of $17.3 million from the Delta Divestiture in 2024 and a $10.0 million increase in tax expense in 2024 driven by higher pre-tax earnings and changes in the geographic mix of earnings across tax jurisdictions.
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 nine months ended July 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.
As disclosed above, we have entered into definitive agreements to sell our Containerboard Business for $1,800.0 million and our Soterra Business for approximately $462.0 million, subject in each case to certain adjustments. The net cash proceeds from these sale transactions will be used for debt repayment.
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Cash Flow
Nine Months Ended July 31, (in millions) | 2025 | 2024 | |||||||||
| Net cash provided by operating activities | $ | 303.3 | $ | 168.8 | |||||||
| Net cash used in investing activities | (70.2) | (703.8) | |||||||||
| Net cash (used in) provided by financing activities | (188.3) | 541.7 | |||||||||
| Effects of exchange rates on cash | 42.7 | 6.6 | |||||||||
| Net increase in cash and cash equivalents | 87.5 | 13.3 | |||||||||
| Cash and cash equivalents at beginning of year | 197.7 | 180.9 | |||||||||
| Cash and cash equivalents at end of period | $ | 285.2 | $ | 194.2 | |||||||
Operating Activities
During the first nine months of 2025 and 2024, cash used in change in accounts receivable was $(31.8) million and $(82.0) million, respectively. The favorable change in accounts receivable levels was primarily due to increased collections.
During the first nine months of 2025 and 2024, cash used in change in inventories was $(13.0) million and $(46.4) million, respectively. The favorable change in inventories was primarily due to decreased raw material prices.
During the first nine months of 2025 and 2024, cash (used in) provided by change in accounts payable was $(13.3) million and $26.1 million, respectively. The unfavorable change in accounts payable levels was primarily due to increase in purchases primarily related to acquisitions and timing of payments.
Investing Activities
During the first nine months of 2025 and 2024, we invested $106.5 million and $141.4 million, respectively, of cash in capital expenditures. $21.0 million and $37.1 million relates to cash in capital expenditures from the Containerboard Business.
During the first nine months of 2025, we received $22.5 million proceeds from a cash settlement of certain cross-currency swap contracts, of which $11.5 million related to cross-currency swap contracts designated as net investment hedges and $11.0 million related to cross-currency swap contracts designated as cash flow hedges.
During the first nine months of 2024, we paid $567.6 million for purchases of businesses, net of cash acquired, primarily for our acquisition of Ipackchem Group SAS (“Ipackchem”) on March 26, 2024 (the “Ipackchem Acquisition”).
Financing Activities
During the first nine months of 2025 and 2024, we paid cash dividends to our stockholders in the amount of $93.8 million and $89.8 million, respectively.
During the first nine months of 2025 and 2024, we (paid down) borrowed $(34.8) million and $661.2 million of debt, net of payments, respectively. The 2024 borrowing was primarily for the Ipackchem Acquisition.
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Financial Obligations
Long-Term Debt
Long-term debt is summarized as follows:
| (in millions) | July 31, 2025 | October 31, 2024 | |||||||||
| 2022 Credit Agreement - Term Loans | $ | 1,641.3 | $ | 1,707.4 | |||||||
| 2023 Credit Agreement - Term Loan | 283.1 | 288.8 | |||||||||
| Accounts receivable credit facilities | — | 357.9 | |||||||||
| 2022 Credit Agreement - Revolving Credit Facility | 395.7 | 373.7 | |||||||||
| Other debt | — | 1.3 | |||||||||
| 2,320.1 | 2,729.1 | ||||||||||
| Less: current portion | 95.8 | 95.8 | |||||||||
| Less: deferred financing costs | 5.0 | 7.1 | |||||||||
| Long-term debt, net | $ | 2,219.3 | $ | 2,626.2 | |||||||
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 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 July 31, 2025, we had $404.3 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.
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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 July 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.
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 July 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) | July 31, 2025 | October 31, 2024 | |||||||||
| Accounts receivable credit facilities | 386.6 | — | |||||||||
| Other debt | 15.3 | 18.6 | |||||||||
| 401.9 | 18.6 | ||||||||||
Accounts Receivable Credit Facilities
We have a $290.0 million U.S. Receivables Financing Facility Agreement (the “U.S. RFA”) that matures on May 15, 2026. As of July 31, 2025, there was a $284.3 million ($273.7 million as of October 31, 2024) 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 July 31, 2025, we were in compliance with these covenants. Proceeds of the U.S. RFA are available for working capital and general corporate purposes. On August 28, 2025, the U.S. RFA was amended to provide an accounts receivable financing facility of $200.0 million.
We have a €100.0 million ($115.5 million as of July 31, 2025) European Receivables Financing Agreement (the “European RFA”) that matures on April 21, 2026. As of July 31, 2025, $102.3 million ($84.2 million as of October 31, 2024) was
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outstanding under the European RFA. As of July 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 July 31, 2025, we had various interest rate swaps with a total notional amount of $1,362.5 million ($1,400.0 million as of October 31, 2024) 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 2.99%. 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 July 31, 2025, and October 31, 2024, we had outstanding foreign currency forward contracts in the notional amount of $219.6 million, and $74.1 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 July 31, 2025, we have cross currency interest rate swaps that synthetically swap $534.9 million ($447.6 million as of October 31, 2024) of U.S. fixed rate debt to Euro denominated fixed rate debt. We receive a weighted 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.
During the first quarter of 2025, we executed a cash settlement of certain cross-currency swap contracts and simultaneously entered into new cross-currency swaps at prevailing market rates. The net cash settlement from restriking these swaps resulted in a cash receipt of $22.5 million of which $11.5 million related to cross-currency swap contracts designated as net investment hedges and $11.0 million related to cross-currency swap contracts designated as cash flow hedges.
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.
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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.
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PART II. OTHER INFORMATION
ITEM 1A. RISK FACTORS
There have been no material changes in our risk factors from those disclosed in the 2024 Form 10-K under Part I, Item 1A –– Risk Factors.
ITEM 6. EXHIBITS
(a.) Exhibits
| Exhibit No. | Description of Exhibit | |||||||
| Amendment No.1, dated July 15, 2025 to the Purchase and Agreement, dated June 30, 2025, among Greif Packaging LLC, Packaging Corporation of America and Greif, Inc. | ||||||||
| Omnibus Amendment and Amendment No. 8, dated August 28, 2025, to Third Amended and Restated Transfer and Administration Agreement, dated September 24, 2019, by and among Greif Receivables Funding LLC, as seller, Container Life Cycle Management LLC, Lee Container, LLC, and Lee Container Iowa, LLC, Greif Packaging LLC, American Flange & Manufacturing Co. Inc., Caraustar Mill Group, Inc., Caraustar Industrial and Consumer Products Group, Inc., Caraustar Recovered Fiber Group, Inc., The Newark Group, Inc., Caraustar Consumer Products Group, LLC, and Cascade Paper Converters Co., as originators. | ||||||||
| 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 July 31, 2025, formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Income (ii) Condensed Consolidated Statements of Comprehensive Income, (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. | |||||||
47
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: August 28, 2025 | /s/ LAWRENCE A. HILSHEIMER | |||||||
| Lawrence A. Hilsheimer | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
48
Confidential EXECUTION VERSION
AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT
This Amendment No. 1 to the Purchase and Sale Agreement (this “Amendment”) is effective as of July 14, 2025, by and among Greif Packaging LLC (the “Seller”), Packaging Corporation of America (the “Purchaser”) and Greif, Inc. (“Greif Parent”) (solely for purposes of Section 7 herein). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (defined below).
WHEREAS, the Seller, the Purchaser and, solely with respect to Section 11.14 therein, Greif Parent entered into that certain Purchase and Sale Agreement, dated as of June 30, 2025 (the “Purchase Agreement”);
WHEREAS, the Seller and the Purchaser agreed in accordance with Section 5.24 of the Purchase Agreement to decide within ten (10) Business Days of June 30, 2025, whether to amend the Purchase Agreement to provide that the Purchaser will acquire the outstanding equity interests of BBP directly and not acquire the equity interests of BBH (the “BBH Exclusion”);
WHEREAS, the Parties have agreed to enter into this Amendment to provide for the BBH Exclusion; and
WHEREAS, pursuant to and in accordance with Section 11.07 of the Purchase Agreement, the parties hereto desire to amend the Purchase Agreement as further set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
1.Amendments to the Purchase Agreement. The Purchase Agreement is hereby amended as follows:
(a)Section 2.01 of the Purchase Agreement shall be amended and restated in its entirety to read as follows:
a.“Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall or shall cause BBH to sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Seller and BBH, all right, title and interest in and to the Interests free and clear of any Encumbrances (other than Encumbrances resulting from any actions, facts or circumstances by the Purchaser or its Affiliates and restrictions on transfer that may be imposed by generally applicable securities Laws).”
(b)The definition of “Acquired Companies” shall be amended and restated in its entirety as follows:
a.““Acquired Companies” means GCS LLC and BBP.”
(c)The definition of “Indemnified Taxes” shall be amended and restated in its entirety as follows:
a.““Indemnified Taxes” means (a) all Taxes (or non-payment thereof) of the Seller, (b) all Taxes (or the non-payment thereof) of the Acquired Companies for all Pre-Closing Periods, (c) all Taxes of any member (including a parent) of a Seller Affiliated Group, including pursuant to Treasury Regulations Section 1.1502-6 (or any predecessor or successor thereof or any analogous or similar U.S. state, local or non-U.S. Law), (d) all Taxes of any Person imposed on any of the Acquired Companies as a transferee or successor, by Contract or pursuant to any Law, which Taxes related to an event or transaction occurring before the Closing, (e) the Seller’s share of any Transfer Taxes pursuant to Section 7.06, and (f) all Taxes imposed (i) with respect to the Contribution, (ii) on the Seller, BBH or the Acquired Companies with respect to Seller’s or BBH’s sale of the Interests (other than any Transfer Taxes), (iii) under any bulk sale, bulk transfer, or fraudulent transfer Law relating to the Contribution or the Seller’s or BBH’s sale of the Interests, (iv) under any Law imposing a duty to withhold Tax with respect to amounts paid (or deemed paid) hereunder if the relevant withholding Taxes are imposed as a result of (i) the Seller or BBH failing to withhold to the extent required by Law, (ii) the Seller or BBH providing inaccurate or incomplete Tax forms or documentation or (iii) the Purchaser cooperating with the Seller under Section 2.08, in each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith; provided that “Indemnified Taxes” shall not include (i) any amounts included as Indebtedness or Liabilities in the Closing Indebtedness Amount or Closing Date Working Capital Amount and that have reduced Purchaser’s payment of the Closing Date Payment Amount, as finally determined pursuant to Section 2.06, (ii) any amounts paid by the Seller under Section 7.02, or (iii) any amounts arising from, or related to, any breach of a covenant contained in Article VII.”
(d)Section 2.04(c) of the Purchase Agreement shall be amended and restated in its entirety to read as follows:
a.“a properly completed and duly executed IRS Form W-9 for the Seller and/or its Regarded Owner, as appropriate under applicable Law, and BBH;”.
(e)Section 2.04(j) of the Purchase Agreement shall be amended and restated in its entirety to read as follows:
a.“Intentionally Omitted;”.
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(f)Section 2.07 of the Purchase Agreement shall be amended and restated in its entirety to read as follows:
a.“Section 2.07 Allocation of Purchase Price for Tax Reporting Purposes
(a)The Parties agree that the Purchase Price plus any other items that are treated as additional consideration for federal income Tax purposes shall be allocated (and Seller agrees to cause such consideration to be allocated by any Seller Affiliated Group) among the assets of GCS LLC and BBP for all Tax purposes in a manner consistent with Section 1060 and Section 338 of the Code and the Treasury Regulations promulgated thereunder and as described in this Section 2.07 (the “Allocation”). Within one hundred twenty (120) calendar days following the Closing Date, Purchaser shall deliver to Seller Form 8594 and Form 8883 to be filed with the IRS by each of Purchaser and the Acquired Companies’ Seller Affiliated Groups, which shall be prepared consistent with the following: (1) consideration shall be allocated to the assets of BBP (in the aggregate) in the amount of $55,000,000, plus any other items that are treated as additional consideration for the stock of BBP for federal income Tax purposes, and (2) the remainder of the consideration shall be allocated among the Contributed Assets (i.e., all assets of GCS LLC), and (3) the allocation shall be consistent with an appraisal to be obtained by Purchaser (the “Appraisal”) of the Class V assets and in a manner which reflects values for assets in Classes I, II, III and IV equal to their book values, taking into account any adjustments of such book values in the determination of Closing Date Working Capital. To the extent that any subsequent adjustments (e.g., as a result of any payment that is made pursuant to Section 2.06, indemnification payments, or otherwise) cause a corresponding change to the allocation set forth on Forms 8594 and 8883, Purchaser shall provide Seller with a revised Form 8594 and/or Form 8883, as appropriate, which shall be prepared consistently with the principles set forth in this Section 2.07(a).
(b)The Seller and the Purchaser agree that the Allocation, as determined above, shall be binding upon them for all applicable Tax purposes, and they agree (i) to file, or cause to be filed, all Tax Returns (including the Tax Returns of BBH or any Seller Affiliated Group) in a manner that is consistent with the Allocation most recently determined and provided by Purchaser; and (ii) to not take, or allow to be taken, any position that is inconsistent with such Allocation, in each case, after the Allocation has been adjusted to reflect: (A) any adjustments to the Purchase Price (including as a result of any payment that is made pursuant to Section 2.06 or any indemnification payments); (B) any additional amounts included in the Purchaser’s cost or the Seller’s or BBH’s amount realized, as the case may be, for U.S. federal income tax purposes; and (C) the Purchaser’s
3
capitalized acquisition costs or the Seller’s or BBH’s selling costs, as applicable. Nothing in this Section 2.07(b) shall impede the ability of either of the Parties or any of their respective Affiliates to negotiate, compromise or settle any Tax audit, examination or judicial or administrative proceeding relating to the Allocation; provided, however, that the Parties shall, and Seller shall cause BBH or any Seller Affiliated Group to, use commercially reasonable efforts to sustain such Allocation in any subsequent Tax audit or dispute with any Taxing Authority.”
(g)Section 7.01 of the Purchase Agreement shall be amended and restated in its entirety to read as follows:
a.“The Purchaser shall, and the Seller shall, or shall cause its relevant Affiliates to, make a joint election under Section 338(h)(10) of the Code (and any corresponding election under state or local law) with respect to the purchase of BBP (the “Section 338(h)(10) Election”). The Purchaser shall prepare Internal Revenue Service Form 8023 and any similar state or local forms required in connection with making the Section 338(h)(10) Election (the “Section 338(h)(10) Election Forms”). The Seller shall, and shall cause its Affiliates to, cooperate with the Purchaser in the preparation of the Section 338(h)(10) Election Forms, and the Seller shall, and shall cause its Affiliates to, deliver an original, properly completed, executed copy of all Section 338(h)(10) Election Forms to the Purchaser on or prior to the Closing Date. The Purchaser shall file or cause to be filed the Section 338(h)(10) Election Forms with the appropriate Governmental Authorities. The Seller and the Purchaser shall (and shall cause their respective Affiliates to) reasonably cooperate with each other to take all actions necessary and appropriate (including the filing of all Tax forms, elections, schedules, and other documents as may be required) to effect and preserve a timely Section 338(h)(10) Election.”
(a)Section 7.04 of the Purchase Agreement shall be amended and restated in its entirety to read as follows:
a.Section 7.04 Tax Refunds. Any Tax refund for any Pre-Closing Period (but only to the extent that such Tax refund is not taken into account in the determination of the Closing Date Payment Amount) shall be the property of the Seller or BBH (as applicable), and if received by the Purchaser or any of its Affiliates, the amount of such Tax refund (less any Taxes and reasonable costs or expenses incurred by the Purchaser or any of its Affiliates in connection with the pursuit or receipt of any such Tax refund) shall be paid over promptly to the Seller or BBH (as applicable). To the extent any amount of a Tax refund paid over to the Seller or BBH under this Section 7.04 is subsequently disallowed by a Governmental Authority, the Seller shall, or
4
shall cause BBH to, pay the disallowed amount to the Purchaser within ten (10) days of such notice of disallowance.
(b)Section 7.05 of the Purchase Agreement shall be amended and restated in its entirety to read as follows:
a.“Section 7.05 Tax Cooperation and Exchange of Information. Following the Closing, the Seller and the Purchaser shall (and each shall cause its Affiliates to) provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability for Taxes or a right to a refund of Taxes, or participating in or conducting any audit or other proceeding in respect of Taxes, in each case to the extent related to the Business, the Contributed Assets, or the Acquired Companies. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by Taxing Authorities. The Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.05. Notwithstanding anything to the contrary in Section 5.02, the Seller and the Purchaser shall retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Acquired Companies for any taxable period that includes the Closing Date and for all prior taxable periods until the later of (i) sixty (60) days following the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, including any extensions thereof, or (ii) six (6) years following the due date (including any extensions thereof) for such Tax Returns. Any information obtained under this Section 7.05 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting an audit or other proceeding with respect to Taxes. Notwithstanding anything to the contrary in this Agreement, under no circumstances shall this Section 7.05 require any Party to disclose to the other Party any consolidated, combined, affiliated, unitary or similar Tax Return which includes the Party or any of its Affiliates or any Tax related work papers.”
2.Amendments to the Disclosure Schedule. The Purchase Agreement is hereby amended as follows:
(a)Section 3.03(a) (Capitalization; Acquired Companies) of the Disclosure Schedule shall be amended and restated as follows:
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| Acquired Company | Jurisdiction of Formation | Issued and Outstanding Equity Interests | Direct Owner | ||||||||
Greif Containerboard Solutions LLC | Delaware | 100% of Membership Interests (uncertificated) | Seller | ||||||||
Box-Board Products, Inc. | North Carolina | 900 shares of voting Common Stock, par value $100.00 per share | Box-Board Holding Corporation | ||||||||
(b)Section 3.19(i) (Taxes) of the Disclosure Schedule shall be amended and restated as follows:
| Seller | Disregarded entity | ||||
| Box-Board Products, Inc. | C Corporation | ||||
| Greif Containerboard Solutions LLC | Disregarded entity | ||||
3.Entire Agreement. This Amendment and the Purchase Agreement, including the Schedules and Exhibits attached thereto which are deemed for all purposes to be part of the Purchase Agreement, constitute the entire agreement of the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter hereof and thereof.
4.No Other Amendment. All of the provisions of this Amendment shall be effective as of the date of this Amendment. Except to the extent specifically amended hereby, all of the terms of the Purchase Agreement shall remain unchanged and in full force and effect, and, to the extent applicable, such terms shall apply to this Amendment as if it formed a part of the Purchase Agreement. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Purchase Agreement, nor shall the execution of this Amendment otherwise adversely affect the rights of any Party to exercise any right, power or privilege in connection with the Purchase Agreement.
5.Miscellaneous. The provisions of Section 11.10 (Governing Law; Consent to Jurisdiction), Section 11.11 (Waiver of Jury Trial), Section 11.12 (Specific Performance) and Section 11.13 (Counterparts) of the Purchase Agreement are incorporated herein by reference and shall apply to the terms and provisions of this Amendment mutatis mutandis.
6.Execution and Acknowledgement. Execution of this Amendment by the Parties reflects the approval of this Amendment by each of the Parties and that such Agreement meets all
6
requirements for any amendment of the Purchase Agreement, as set forth in Section 11.07 of the Purchase Agreement.
7.Acknowledgement of Guarantee. For the avoidance of doubt, Greif Parent hereby acknowledges the foregoing and reaffirms Section 11.14 of the Purchase Agreement.
7
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed and effective as of the date first written above.
GREIF PACKAGING LLC
By: /s/ OLE G. ROSGAARD
Name: Ole G. Rosgaard
Title: President and Chief Executive Officer
Name: Ole G. Rosgaard
Title: President and Chief Executive Officer
[Signature Page to Purchase Agreement Amendment No. 1]
PACKAGING CORPORATION OF AMERICA
By: /s/ KENT PFLEDERER
Name: Kent Pflederer
Title: Executive Vice President and Chief Financial Officer
Name: Kent Pflederer
Title: Executive Vice President and Chief Financial Officer
[Signature Page to Purchase Agreement Amendment No. 1]
Solely for purposes of Section 7:
GREIF, INC.
By: /s/ OLE G. ROSGAARD
Name: Ole G. Rosgaard
Title: President and Chief Executive Officer
Name: Ole G. Rosgaard
Title: President and Chief Executive Officer
[Signature Page to Purchase Agreement Amendment No. 1]
AMENDMENT NO. 8
to
THIRD AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT
to
THIRD AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT
This AMENDMENT NO. 8 TO THIRD AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT (this “Amendment”), dated as of August 28, 2025, is entered into by and among Greif Receivables Funding LLC, a Delaware limited liability company, as seller (the “SPV”), Container Life Cycle Management LLC, a Delaware limited liability company, Lee Container, LLC, a Georgia limited liability company, Lee Container Iowa, LLC, an Iowa limited liability company, Greif Packaging LLC, a Delaware limited liability company (“GP”), American Flange & Manufacturing Co. Inc., a Delaware corporation, Caraustar Mill Group, Inc., an Ohio corporation, Caraustar Industrial and Consumer Products Group, Inc., a Delaware corporation, Caraustar Recovered Fiber Group, Inc., a Delaware corporation, The Newark Group, Inc., a New Jersey corporation, Caraustar Consumer Products Group, LLC, a Delaware limited liability company, Cascade Paper Converters Co., a Michigan corporation, as originators (each, an “Originator” and collectively, the “Originators”), GP, as servicer (in such capacity, the “Servicer”), Bank of America, N.A. (“BANA”), as the agent (in such capacity, the “Agent”), a Committed Investor, a Managing Agent and an Administrator, MUFG Bank, Ltd. (“MUFG”), as a Committed Investor, a Managing Agent and an Administrator, Gotham Funding Corporation (“GFC”), as a Conduit Investor, The Toronto Dominion Bank (“TDB”), as a Committed Investor, a Managing Agent and an Administrator, Computershare Trust Company of Canada (“CTCC”), in its capacity as trustee of Reliant Trust, by its U.S. Financial Services Agent, The Toronto Dominion Bank, as a Conduit Investor and GTA Funding LLC (“GTA”).
RECITALS
WHEREAS, the SPV, the Servicer, the Originators, BANA, MUFG, TDB and CTCC have entered into that certain Third Amended and Restated Transfer and Administration Agreement, dated as of September 24, 2019 (as amended by that certain Amendment No. 1 to Third Amended and Restated Transfer and Administration Agreement, dated as of September 24, 2020, that certain Amendment No. 2 to Third Amended and Restated Transfer and Administration Agreement, dated as of February 10, 2021, that certain Amendment No. 3 to Third Amended and Restated Transfer and Administration Agreement, dated as of May 26, 2021, that certain Amendment No. 4 to Third Amended and Restated Transfer and Administration Agreement, dated as of May 17, 2022, that certain Amendment No. 5 to Third Amended and Restated Transfer and Administration Agreement, dated as of May 17, 2023, that certain Amendment No. 6 to Third Amended and Restated Transfer and Administration Agreement, dated as of May 17, 2024, that certain Amendment No. 7 to Third Amended and Restated Transfer and Administration Agreement, dated as of May 16, 2025 and as further amended, supplemented, amended and restated or otherwise modified through the date hereof, the “TAA”); and
WHEREAS, the parties hereto wish to make certain amendments to the TAA as set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and in the TAA, the parties hereto agree as follows:
SECTION 1. Definitions. All capitalized terms used but not defined herein have the meanings provided in the TAA.
SECTION 2. Amendments to the Transaction Documents.
2.1.Amendment to the TAA. The TAA and the Exhibits and Schedules thereto are hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages attached as Schedule 1 hereto.
SECTION 3. Commitments. The parties hereto hereby agree that the Commitment of each Committed Investor, after giving effect to the amendments set forth in Section 2 shall be set forth on Schedule 2 attached hereto.
SECTION 4. Conditions Precedent. This Amendment shall become effective (the “Effective Date”) upon the satisfaction of the following: (i) receipt by the Agent of a counterpart (or counterparts) of (a) this Amendment and (b) that certain assignment agreement, dated as of the date hereof (the “Assignment Agreement”), by and among the SPV, the GP, the other Originators party hereto, Greif, Inc., the Investors, Administrators and Managing Agents party thereto and the Agent, each duly executed by each of the parties hereto or thereto, as applicable, or other evidence satisfactory to the Agent of execution and delivery by such parties and (ii) receipt by the Agent, for the benefit of the Investors, of the Prepayment Amount (as defined in the Assignment Agreement).
SECTION 5. Miscellaneous.
5.1.Representations and Warranties. (i) Each of the SPV, each Originator and the Servicer hereby represents and warrants that this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally (whether at law or equity), (ii) the SPV hereby represents and warrants that upon the effectiveness of this Amendment, no Termination Event or Potential Termination Event shall exist and (iii) each of the SPV, each Originator and the Servicer hereby represents and warrants that the representations and warranties of such Person set forth in the TAA and any other Transaction Document are true and correct in all material respects (except those representations and warranties qualified by materiality or by reference to a material adverse effect, which are true and correct in all respects) as of the date hereof as though made on and as of such day (unless such representations and warranties specifically refer to a previous day, in which case, they shall be complete and correct in all material respects (or, with respect to such representations or warranties qualified by materiality or by reference to a material adverse effect, complete and correct in all respects) on and as of such previous day).
5.2.References to TAA. Upon the effectiveness of this Amendment, each reference in the TAA to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the TAA as amended hereby, and each reference to the TAA in any
2
other document, instrument or agreement executed and/or delivered in connection with the TAA shall mean and be a reference to the TAA as amended hereby.
5.3.Effect on TAA. Except as specifically amended above, the TAA and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed. This Amendment does not constitute a novation or termination of the Aggregate Unpaids under the TAA as in effect immediately prior to the effectiveness of this Amendment and which remain outstanding.
5.4.No Waiver. Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Agent or any Investor under the TAA or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein, except as specifically set forth herein.
5.5.Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York (without reference to the conflicts of law principles thereof other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).
5.6.Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
5.7.Headings. The Section headings in this Amendment are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Amendment or any provision hereof.
5.8.Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery by facsimile or other electronic means of an executed signature page of this Amendment shall be effective as delivery of an executed counterpart hereof.
5.9.Transaction Document. This Amendment shall be a Transaction Document under the TAA for all purposes.
[SIGNATURE PAGES FOLLOW]
3
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
GREIF RECEIVABLES FUNDING LLC
/s/ DAVID LLOYD
Name: David Lloyd
Title: Vice President and Treasurer
GREIF PACKAGING LLC,
Individually, as an Originator and as the Servicer
/s/ DAVID LLOYD
/s/ DAVID LLOYD
Name: David Lloyd
Title: Vice President and Treasurer
AMERICAN FLANGE & MANUFACTURING CO. INC.,
as an Originator
/s/ DAVID LLOYD
/s/ DAVID LLOYD
Name: David Lloyd
Title: Vice President and Treasurer
CARAUSTAR MILL GROUP, INC.,
as an Originator
/s/ DAVID LLOYD
/s/ DAVID LLOYD
Name: David Lloyd
Title: Vice President and Treasurer
CARAUSTAR INDUSTRIAL AND CONSUMER PRODUCTS GROUP, INC.,
as an Originator
/s/ DAVID LLOYD
/s/ DAVID LLOYD
Name: David Lloyd
Title: Vice President and Treasurer
CARAUSTAR RECOVERED FIBER GROUP, INC.,
as an Originator
/s/ DAVID LLOYD
/s/ DAVID LLOYD
Name: David Lloyd
Title: Vice President and Treasurer
Amendment No. 8 to Third A&R Transfer and
Administration Agreement
THE NEWARK GROUP, INC.,
as an Originator
/s/ DAVID LLOYD
/s/ DAVID LLOYD
Name: David Lloyd
Title: Vice President and Treasurer
CARAUSTAR CONSUMER PRODUCTS GROUP, LLC,
as an Originator
/s/ DAVID LLOYD
/s/ DAVID LLOYD
Name: David Lloyd
Title: Vice President and Treasurer
CASCADE PAPER CONVERTERS CO.,
as an Originator
/s/ DAVID LLOYD
/s/ DAVID LLOYD
Name: David Lloyd
Title: Vice President and Treasurer
CONTAINER LIFE CYCLE MANAGEMENT LLC,
as an Originator
/s/ DAVID LLOYD
/s/ DAVID LLOYD
Name: David Lloyd
Title: Vice President and Treasurer
LEE CONTAINER, LLC,
as an Originator
/s/ DAVID LLOYD
/s/ DAVID LLOYD
Name: David Lloyd
Title: Vice President and Treasurer
LEE CONTAINER IOWA, LLC,
as an Originator
/s/ DAVID LLOYD
/s/ DAVID LLOYD
Name: David Lloyd
Title: Vice President and Treasurer
Amendment No. 8 to Third A&R Transfer and
Administration Agreement
BANK OF AMERICA, N.A.,
as a Committed Investor, a Managing Agent and an Administrator for the BANA Investor Group and the Agent
as a Committed Investor, a Managing Agent and an Administrator for the BANA Investor Group and the Agent
/s/ ROSS GLYNN
Name: Ross Glynn
Title: Senior Vice President
Amendment No. 8 to Third A&R Transfer and
Administration Agreement
MUFG BANK, LTD.,
as a Committed Investor, a Managing Agent and an Administrator
as a Committed Investor, a Managing Agent and an Administrator
/s/ ERIC WILLIAMS
Name: Eric Williams
Title: Managing Director
GOTHAM FUNDING CORPORATION, as a Conduit Investor for the MUFG Investor Group
/s/ KEVIN J. CORRIGAN
Name: Kevin J. Corrigan
Title: Vice President
Amendment No. 8 to Third A&R Transfer and
Administration Agreement
THE TORONTO DOMINION BANK,
as a Committed Investor, a Managing Agent and an Administrator for the TD Bank Investor Group
as a Committed Investor, a Managing Agent and an Administrator for the TD Bank Investor Group
/s/ BRAD PURKIS
Name: Brad Purkis
Title: Managing Director
COMPUTERSHARE TRUST COMPANY OF CANADA, in its capacity as trustee of RELIANT TRUST, by its U.S. Financial Services Agent, THE TORONTO DOMINION BANK, as a Conduit Investor for the TD Bank Investor Group
/s/ BRAD PURKIS
Name: Brad Purkis
Title: Managing Director
GTA FUNDING LLC, as a Conduit Investor for the TD Bank Investor Group
/s/ KEVIN J. CORRIGAN
Name: Kevin J. Corrigan
Title: Vice President
Amendment No. 8 to Third A&R Transfer and
Administration Agreement
SCHEDULE 1
AMENDED TAA
[See attached]
Amendment No. 8 to Third A&R Transfer and
Administration Agreement
SCHEDULE 2
COMMITMENTS
Committed Investor | Commitment | ||||
Bank of America, N.A. | $92,000,000 | ||||
MUFG Bank, Ltd. | $54,000,000 | ||||
The Toronto Dominion Bank | $54,000,000 | ||||
Amendment No. 8 to Third A&R Transfer and
Administration Agreement
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: August 28, 2025 | /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: August 28, 2025 | /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 July 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: August 28, 2025 | /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 July 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: August 28, 2025 | /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.