BALL files 8-K with Aug 14, 2025 Supplemental Indenture for 5.500% Notes

Rhea-AI Filing Summary

Ball Corporation filed a Form 8-K that attaches a set of exhibits documenting debt documentation and legal opinions related to a securities transaction. The filing lists an Eighteenth Supplemental Indenture dated August 14, 2025, a form of 5.500% Senior Notes due 2033 (included with the supplemental indenture), and legal opinions and consents from counsel including Todd A. Mikesell and Skadden, Arps, Slate, Meagher & Flom LLP. The exhibits also reference the base indenture dated November 27, 2015, and indicate Deutsche Bank Trust Company Americas as trustee. The filing is signed by Hannah Lim-Johnson, Senior Vice President and Chief Legal Officer.

Positive

• Documentation of 5.500% Senior Notes due 2033 is filed, indicating completed legal steps for a notes issuance
• Legal opinions and consents from named counsel are included, supporting compliance for the transaction
• Trustee identified (Deutsche Bank Trust Company Americas), demonstrating trustee arrangements are in place

Negative

• New long-term debt in the form of 5.500% notes due 2033 increases leverage and interest obligations
• Coupon rate of 5.500% represents a fixed annual cost of capital for the term of the notes

Insights

Corporate Finance Counsel

TL;DR: The 8-K documents a debt issuance framework: a supplemental indenture and a 5.500% note form due 2033.

The filing attaches an Eighteenth Supplemental Indenture (Aug 14, 2025) and the form of 5.500% Senior Notes due 2033, showing the legal documentation for a debt security offering.

This matters because the company is formally documenting terms and trustee arrangements (Deutsche Bank Trust Company Americas) and supplying counsel opinions and consents, which are customary steps to complete a notes issuance.

Securities/Corporate Lawyer

TL;DR: The included legal opinions and trustee reference indicate closing readiness and regulatory compliance for the debt instrument.

The exhibits list legal opinions from Todd A. Mikesell and Skadden and consents tied to those opinions, signaling that counsel has reviewed form documentation.

From a compliance angle, the filing confirms the incorporation of the original Nov 27, 2015 indenture and the new supplemental indenture, a routine but material step for issuing or guaranteeing debt under the existing indenture framework.

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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 14, 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 14, 2025, Ball Corporation, an Indiana corporation (the “Company”) completed its previously announced underwritten public offering of $750 million aggregate principal amount of 5.500% Senior Notes due 2033 (the “Notes”). The Notes were issued under an Indenture, dated November 27, 2015 (the “Base Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by an Eighteenth Supplemental Indenture, dated August 14, 2025, among the Company, the subsidiary guarantors party thereto and the Trustee (the “Eighteenth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Indenture and the form of the Notes, which is attached as an exhibit to the Eighteenth Supplemental Indenture, provide, among other things, that the Notes are the senior unsecured obligations of the Company.

Interest on the Notes is payable semiannually on the Notes on January 1 and July 1 of each year beginning on January 1, 2026. The Notes will mature on September 15, 2033.

The Company may redeem the Notes at any time in whole, or from time to time in part, prior to June 15, 2033, at its option at a price equal to 100% of the principal amount plus accrued and unpaid interest to, but excluding, the date of redemption, plus a “make-whole” premium, as described in the Indenture. The Company may also redeem the Notes at any time in whole, or from time to time in part, on or after June 15, 2033, at its option at a price equal to 100% of the principal amount plus accrued and unpaid interest to, but excluding, the date of redemption.

The Company’s payment obligations under the Notes are fully and unconditionally guaranteed on an unsecured senior basis by substantially all of its domestic subsidiaries that guarantee the Company’s existing indebtedness. The Notes are not guaranteed by any of the Company’s foreign subsidiaries.

Subject to certain limitations, in the event of a change of control repurchase event, the Company will be required to make an offer to purchase the Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of repurchase. The Indenture also contains certain limitations on the Company’s ability to incur liens and enter into sale lease-back transactions, as well as customary events of default.

A copy of the Base Indenture is incorporated by reference as Exhibit 4.1 to this Current Report on Form 8-K, and a copy of the Eighteenth Supplemental Indenture is attached hereto as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated by reference herein. The above description of the material terms of the Base Indenture, the Eighteenth Supplemental Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to such Exhibits.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above with respect to the Notes and the Indenture is hereby incorporated by reference into this Item 2.03, insofar as it relates to the creation of a direct financial obligation.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Indenture, dated as of November 27, 2015, between Ball Corporation and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.7 to Ball Corporation’s Registration Statement on Form S-3, dated November 27, 2015)
4.2		Eighteenth Supplemental Indenture, dated August 14, 2025, among Ball Corporation, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee
4.3		Form of Ball Corporation’s 5.500% Senior Notes due 2033 (included in Exhibit 4.2)
5.1		Opinion of Todd A. Mikesell
5.2		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1		Consent of Todd A. Mikesell (included in Exhibit 5.1)
23.2		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2)
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 14, 2025

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FAQ

What did Ball Corporation (BALL) report on this Form 8-K?

The Form 8-K attaches exhibits including an Eighteenth Supplemental Indenture dated August 14, 2025, the form of 5.500% Senior Notes due 2033, legal opinions, and consents.

Does the filing specify the interest rate and maturity for the new notes?

Yes. The exhibits include a form of 5.500% Senior Notes due 2033, indicating a 5.500% coupon and 2033 maturity.

Who is the trustee for the indenture referenced in the 8-K?

The indenture and supplemental indenture reference Deutsche Bank Trust Company Americas as trustee.

Which counsel provided opinions and consents included in the filing?

The filing includes an opinion and consent from Todd A. Mikesell and an opinion and consent from Skadden, Arps, Slate, Meagher & Flom LLP.

Is the new supplemental indenture linked to a prior indenture?

Yes. The exhibits reference the base indenture dated November 27, 2015, and incorporate the supplemental indenture by reference.