Ardagh Holdings explores potential sale of AM Packaging

Ardagh Holdings S.A. and Ardagh Group S.A. report beneficial ownership of 454,375,314 ordinary shares of Ardagh Metal Packaging S.A., representing 76.02% of the company’s 597,713,173 ordinary shares outstanding as of July 31, 2026.

Rhea-AI Filing Summary

Ardagh Holdings S.A. and Ardagh Group S.A. report beneficial ownership of 454,375,314 ordinary shares of Ardagh Metal Packaging S.A., representing 76.02% of the company’s 597,713,173 ordinary shares outstanding as of July 31, 2026. These shares are held through intermediate subsidiaries including Ardagh Investments Sarl.

The reporting persons state that Ardagh Holdings’ board has instructed advisers to prepare for a potential sale of Ardagh Metal Packaging. A transaction could involve selling some or all of the equity interests to a third party and may include acquiring remaining ordinary shares not currently held. The board of Ardagh Holdings must approve any further steps, and no deadline or assurance of completion is given. Evercore International Partners LLP has been appointed financial adviser and Kirkland & Ellis International LLP lead legal adviser. The reporting persons state they have not traded the issuer’s shares in the past 60 days.

Key Figures

Beneficial ownership: 454,375,314 ordinary shares Ownership percentage: 76.02% Shares outstanding: 597,713,173 ordinary shares +1 more

4 metrics

Beneficial ownership 454,375,314 ordinary shares Ordinary shares of Ardagh Metal Packaging S.A. beneficially owned by each reporting person

Ownership percentage 76.02% Percent of class represented by 454,375,314 ordinary shares

Shares outstanding 597,713,173 ordinary shares Ordinary shares of Ardagh Metal Packaging S.A. outstanding as of July 31, 2026

Recent trading activity window 60 days Period during which the reporting persons state they made no transactions in the issuer’s shares

Key Terms

Schedule 13D, beneficial owner, Potential Transaction, Shareholders Agreement, +1 more

5 terms

Schedule 13D regulatory

"amends and supplements the statement on filed by the Reporting Persons on November 20, 2025 (the "Original 13D""

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficial owner financial

"may be deemed to be the ultimate beneficial owner of the ordinary shares of the Issuer"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Potential Transaction financial

"AIS would sell some or all of the equity interests in the Issuer (the "Potential Transaction") to a third-party buyer"

Shareholders Agreement financial

"subject to the Shareholders Agreement (described in Item 6 of the ) between AGSA and the Issuer"

A shareholders agreement is a written contract among a company's owners that sets out their rights, responsibilities and rules for running the business and selling shares. It matters to investors because it clarifies who makes decisions, how shares can be bought or sold, and how disputes are handled—like house rules among roommates that prevent fights and ensure everyone knows how to leave or change the arrangement without shocking the others.

ordinary shares financial

"Ordinary shares, with a nominal value of (euro) 0.01 per share"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What percentage of Ardagh Metal Packaging (AMBP) is owned by the reporting persons?

Ardagh Holdings S.A. and Ardagh Group S.A. report beneficial ownership of 454,375,314 ordinary shares of AMBP, representing 76.02% of the 597,713,173 ordinary shares outstanding as of July 31, 2026.

What potential transaction involving Ardagh Metal Packaging (AMBP) is being considered?

The board of Ardagh Holdings has instructed advisers to prepare for a potential sale of AMBP, possibly involving a sale of some or all equity interests to a third-party buyer and potentially acquiring remaining shares not currently held.

Has any timeline been set for the potential sale of Ardagh Metal Packaging (AMBP)?

Ardagh Holdings states it has not set a deadline or definitive timeline for completing the potential sale of AMBP, and there is no assurance that the process will result in any transaction or specific outcome.

Who is advising Ardagh Holdings on the potential sale of Ardagh Metal Packaging (AMBP)?

Ardagh Holdings has appointed Evercore International Partners LLP as financial adviser and Kirkland & Ellis International LLP as lead legal adviser in connection with the potential sale of Ardagh Metal Packaging.

Have Ardagh Holdings or Ardagh Group traded Ardagh Metal Packaging (AMBP) shares recently?

The reporting persons state that neither Ardagh Holdings S.A. nor Ardagh Group S.A. has effected any transactions in AMBP ordinary shares during the past 60 days prior to the reporting date.

How was the ownership percentage in Ardagh Metal Packaging (AMBP) calculated?

The 76.02% ownership was calculated using 597,713,173 ordinary shares of AMBP outstanding as of July 31, 2026, a figure the reporting persons state was based on information provided by Ardagh Metal Packaging.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/13/2026 - 06:06 AM Accepted by SEC EDGAR 08/13/2026 - 06:01 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Ardagh Metal Packaging S.A.

(Name of Issuer)

Ordinary shares, with a nominal value of (euro) 0.01 per share

(Title of Class of Securities)

L02235106

(CUSIP Number)

Torsten Schoen
56, rue Charles Martel,
Luxembourg, N4, L-2134
352 26 25 85 55

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/12/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): L02235106

1

Name of reporting person

Ardagh Holdings S.A.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 454,375,314.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 454,375,314.00

11

Aggregate amount beneficially owned by each reporting person

454,375,314.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

76.02 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percent of class was calculated based on 597,713,173 ordinary shares of Ardagh Metal Packaging S.A. (the "Issuer") outstanding as of July 31, 2026, based on information provided by the Issuer.

SCHEDULE 13D

CUSIP Number(s): L02235106

1

Name of reporting person

Ardagh Group S.A.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 454,375,314.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 454,375,314.00

11

Aggregate amount beneficially owned by each reporting person

454,375,314.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

76.02 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percent of class was calculated based on 597,713,173 ordinary shares of the Issuer outstanding as of July 31, 2026, based on information provided by the Issuer.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary shares, with a nominal value of (euro) 0.01 per share
(b)	Name of Issuer: Ardagh Metal Packaging S.A.
(c)	Address of Issuer's Principal Executive Offices: 56, rue Charles Martel, Luxembourg, LUXEMBOURG , L-2134.
Item 1 Comment: This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D filed by the Reporting Persons on November 20, 2025 (the "Original 13D," and together with Amendment No. 1, the "Schedule 13D") with respect to the ordinary shares of the Issuer. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms not otherwise defined in this Amendment No. 1 shall have the same meanings ascribed thereto in the Schedule 13D.
Item 2.	Identity and Background
(a)	Item 2(a) of the Schedule 13D is hereby amended and restated as follows: This Schedule 13D is being filed by Ardagh Holdings S.A., formerly known as Yeoman Capital S.A. ("AHSA"), and Ardagh Group S.A. ("AGSA") (each, a "Reporting Person" and together the "Reporting Persons"). As a result of the Transactions (as defined in Item 4 in the Original 13D), AHSA became the owner of 100% of the equity interests in AGSA previously indirectly held by ARD Holdings S.A., and may be deemed to be the ultimate beneficial owner of the ordinary shares of the Issuer directly held by Ardagh Investments Sarl ("AIS"), a wholly-owned direct subsidiary of Ardagh Investments Holdings Sarl, a wholly-owned direct subsidiary of Ardagh Group Holdings Sarl, which is itself a wholly-owned direct subsidiary of AGSA (together, the "Intermediate Subsidiaries"). AGSA, ARD Holdings S.A. and Paul Coulson previously reported their beneficial ownership of ordinary shares of the Issuer indirectly held by AGSA through the Intermediate Subsidiaries on Amendment No. 3 to Schedule 13G, filed with the Securities and Exchange Commission on November 20, 2025 (the "Exit 13G").
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended to add the following at the end thereof. As previously disclosed, the Reporting Persons review their investment in the Issuer on a continuing basis. In this regard, the board of AHSA has instructed its advisers to prepare for a potential sale of the Issuer by AHSA and its affiliates, whereby AIS would sell some or all of the equity interests in the Issuer (the "Potential Transaction") to a third-party buyer, and which may include a scenario in which AIS acquires the ordinary shares of the Issuer not currently held by AIS in order to effect a sale of all of the equity interests in the Issuer to a third-party buyer. Approval by the board of AHSA will be required on any further steps in connection with the Potential Transaction, including the terms, timing, counterparty and ultimate consummation and will be dependent upon the Reporting Persons' review of numerous factors, including: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's ordinary shares; general market, industry and economic conditions; the relative attractiveness of a specific plan or transaction as compared to alternative business and investment opportunities; and other future developments with respect to the Issuer and the market generally. AHSA has not set a deadline or definitive timeline for the completion of the Potential Transaction, and there can be no assurance that the sale process will result in any transaction or particular outcome. In connection with any of the foregoing actions, Evercore International Partners LLP has been appointed as financial adviser to AHSA and Kirkland & Ellis International LLP as lead legal adviser to AHSA, and the Reporting Persons may retain further advisers, engage in discussions or, subject to the Shareholders Agreement (described in Item 6 of the Schedule 13D) between AGSA and the Issuer, share confidential information of the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a)-(c) of the Schedule 13D are each hereby amended and restated in their entirety as follows and as set forth in subsections (b) and (c) hereof: The information set forth on lines 11 and 13 of the cover pages hereto is incorporated by reference into this Item 5(a). The percent of class is calculated based on 597,713,173 ordinary shares of the Issuer outstanding as of July 31, 2026, based on information provided by the Issuer.
(b)	The information set forth on lines 7 through 10 of the cover pages and Item 5(a) hereto is incorporated by reference into this Item 5(b).
(c)	Neither of the Reporting Persons has effected any transactions in the ordinary shares of the Issuer during the past 60 days.
Item 7.	Material to be Filed as Exhibits.
	99.1 Joint Filing Agreement, dated November 19, 2025, by and between Ardagh Group S.A. and Ardagh Holdings S.A. (incorporated herein by reference to Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons on November 20, 2025).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Ardagh Holdings S.A.

Signature:	/s/ Mark Porto
Name/Title:	Mark Porto / Director
Date:	08/13/2026

Signature:	/s/ Herman Troskie
Name/Title:	Herman Troskie / Director
Date:	08/13/2026

Ardagh Group S.A.

Signature:	/s/ Mark Porto
Name/Title:	Mark Porto / Director
Date:	08/13/2026

Signature:	/s/ Herman Troskie
Name/Title:	Herman Troskie / Director
Date:	08/13/2026