[8-K] Ball Corporation Reports Material Event

Rhea-AI Filing Summary

Ball Corporation has agreed to sell $750 million of 5.500% Senior Notes maturing in 2033 through an underwriting agreement with a syndicate led by BofA Securities. The notes are being offered under the company's shelf registration and the offering is expected to close subject to customary closing conditions. Net proceeds are earmarked for general corporate purposes and may include refinancing or repayment of debt; the company plans to repay outstanding borrowings under its U.S. dollar and multi-currency revolving credit facilities prior to applying proceeds, using a portion of the offering proceeds together with cash on hand. The underwriting agreement is filed as an exhibit to the report.

Positive

• $750 million issuance of 5.500% Senior Notes due 2033, providing long-term fixed-rate funding
• Proceeds are designated for general corporate purposes and may be used to refinance or repay debt
• Company plans to repay outstanding borrowings under its U.S. dollar and multi-currency revolving credit facilities prior to applying proceeds, using a portion of proceeds plus cash on hand
• Underwriting agreement and related documents are filed as exhibits, providing transparency for investors

Negative

• Transaction is subject to customary closing conditions, so closing is not guaranteed
• Management retains discretion over the exact allocation and timing of proceeds, creating uncertainty about immediate debt reduction versus other uses

Insights

Debt Capital Markets Analyst

TL;DR: $750M senior note issuance is a material financing that refines short-term liquidity structure without disclosed changes to capital strategy.

The Company is issuing $750 million of 5.500% senior unsecured notes due 2033 via an underwritten public offering. The size and tenor are significant relative to typical corporate financings and will add fixed-rate debt through 2033. Management intends to use proceeds for general corporate purposes and to repay outstanding borrowings under its U.S. dollar and multi-currency revolving credit facilities prior to application of proceeds, using a portion of proceeds plus cash on hand. The transaction is subject to customary closing conditions and the underwriting agreement is included as an exhibit.

Corporate Finance Specialist

TL;DR: The financing is an impactful debt raise that provides liquidity and refinancing flexibility while leaving allocation decisions to management.

The offering creates immediate liquidity capacity by bringing long-term fixed-rate funding via 5.500% notes due 2033 and explicitly contemplates paying down revolver borrowings before allocating proceeds. That approach can reduce near-term credit facility utilization and interest variability. The underwriting agreement contains customary representations, covenants and indemnities and is filed as an exhibit. Management retains discretion over final allocation of proceeds, which preserves flexibility but limits near-term transparency on debt reduction versus other uses.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

August 7, 2025

(Date of earliest event reported)

BALL CORPORATION

(Exact name of Registrant as specified in its charter)

Indiana		001-07349		35-0160610
(State or other jurisdiction		(Commission		(IRS Employer
of Incorporation)		File No.)		Identification No.)

9200 W. 108th Circle, P.O. Box 5000, Westminster, CO 80021-2510

(Address of principal executive offices, including ZIP Code)

(303) 469-3131

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

Securities registered pursuant to Section 12(b) of the Act: ¨ 

Title of each class:	Trading Symbol:	Name of each exchange on which registered:
Common Stock, without par value	BALL	NYSE

Item 1.01. Entry Into a Material Definitive Agreement.

On August 7, 2025, Ball Corporation, an Indiana corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) among the Company, the subsidiary guarantors party thereto (the “Guarantors”) and BofA Securities, Inc., as representative of the several underwriters named therein (the “Underwriters”), in connection with the Company’s previously announced underwritten public offering (the “Offering”) of $750 million aggregate principal amount of 5.500% Senior Notes due 2033 (the “Notes”). The Offering is expected to close on August 14, 2025, subject to customary closing conditions and other factors.

The Notes were offered pursuant to a prospectus, dated May 7, 2025, forming a part of the Company’s shelf registration statement on Form S-3 (Registration No. 333-287034), and a prospectus supplement, dated August 7, 2025.

The Underwriting Agreement includes customary representations, warranties, covenants and closing conditions. It also provides for customary indemnification by each of the Company, the Guarantors and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The Company intends to use the net proceeds from the Offering for general corporate purposes, which may include the refinancing or repayment of debt. Prior to the application of such proceeds, the Company intends to repay outstanding borrowings under its U.S. dollar and multi-currency revolving credit facilities, without a reduction in commitment, using a portion of the net proceeds from the Offering, together with cash on hand. The exact allocation of such proceeds and the timing thereof is at the discretion of the Company’s management.

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The above description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such Exhibit.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated August 7, 2025, among Ball Corporation, the subsidiary guarantors party thereto and BofA Securities, Inc., as representative of the several underwriters named therein
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BALL CORPORATION
	(Registrant)
	By:	/s/ Hannah Lim-Johnson
		Name:	Hannah Lim-Johnson
		Title:	Senior Vice President, Chief Legal Officer and Corporate Secretary

Date: August 8, 2025

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FAQ

What did Ball Corporation (BALL) announce in this Form 8-K?

Ball Corporation entered into an underwriting agreement to sell $750 million of 5.500% Senior Notes due 2033 under an underwritten public offering.

How does BALL plan to use the proceeds from the offering?

The company intends to use net proceeds for general corporate purposes, which may include refinancing or repayment of debt.

Will BALL use proceeds to reduce revolver borrowings?

Yes. Prior to applying proceeds, the company intends to repay outstanding borrowings under its U.S. dollar and multi-currency revolving credit facilities using a portion of the net proceeds together with cash on hand.

Where can investors find the underwriting agreement?

A copy of the underwriting agreement is attached to the Form 8-K as Exhibit 1.1 and the cover page interactive data file is included as Exhibit 104.

Are there conditions to the closing of the offering?

Yes. The offering is expected to close subject to customary closing conditions and other factors.