[8-K] Greif, Inc. Reports Material Event

Rhea-AI Filing Summary

Greif, Inc. filed a Form 8-K disclosing its third quarter results for the period ended July 31, 2025, furnished as an Earnings Release (Exhibit 99.1) that includes multiple non-GAAP measures such as adjusted EBITDA, adjusted free cash flow and net debt. The company states management and investors use these non-GAAP metrics for comparing ongoing operations but warns they are not a substitute for GAAP results.

The filing also announces that Gary R. Martz will retire as General Counsel and Secretary on October 1, 2025 (fully retiring November 30, 2025), and that Dennis Hoffman will assume the General Counsel and Secretary roles effective October 1, 2025. A conference call transcript was furnished as Exhibit 99.2.

Positive

• Earnings Release furnished as Exhibit 99.1, enabling investors to review the company’s Q3 results and explanations
• Conference call transcript furnished as Exhibit 99.2, providing access to management commentary and Q&A
• Planned legal leadership succession with an internal candidate (Dennis Hoffman) named effective October 1, 2025, which supports continuity

Negative

• Filing emphasizes non-GAAP measures (adjusted EBITDA, adjusted free cash flow, etc.), and explicitly warns these are not substitutes for GAAP results
• Material financial figures are not included in the 8-K text; investors must read exhibits for numeric detail

Insights

Financial Analyst

TL;DR: Company furnished Q3 results emphasizing non-GAAP metrics; no headline financial figures provided in the 8-K.

The 8-K furnishes the Earnings Release and a conference call transcript, but it does not include specific revenue, income, or EPS figures within the filing text. The prominence of multiple non-GAAP measures (adjusted EBITDA, adjusted free cash flow, net debt, and EPS excluding adjustments) signals management focus on operating cash flow and leverage metrics for performance narratives. Investors must consult the attached exhibits for numeric detail; the filing itself discourages undue reliance on non-GAAP measures and directs readers to GAAP results for complete context.

Corporate Governance Expert

TL;DR: Senior legal leadership change announced with an internal successor named; appears orderly and planned.

The 8-K discloses the planned retirement of the Executive VP, General Counsel and Secretary and an internal promotion of the Deputy General Counsel to succeed him effective October 1, 2025. The staggered retirement (role change October 1; full retirement November 30) provides transition time and continuity. The filing includes no indication of governance disputes or unexpected departure, suggesting a routine succession rather than a governance concern.

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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 29, 2025 (August 26, 2025)

Date of Report (Date of earliest event reported)

GREIF, INC.

(Exact name of registrant as specified in its charter)

Delaware						001-00566			31-4388903
(State or other jurisdiction of incorporation)						(Commission File Number)			(IRS Employer Identification No.)

425 Winter Road, Delaware Ohio			43015
(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 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(s)			Name of Each Exchange on Which Registered
Class A Common Stock			GEF			New York Stock Exchange
Class B Common Stock			GEF-B			New York Stock Exchange

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))

Section 2 – Financial Information

Item 2.02.    Results of Operations and Financial Condition.

On August 27, 2025, Greif, Inc. (the "Company") issued a press release (the “Earnings Release”) announcing the financial results for its third quarter ended July 31, 2025. The full text of the Earnings Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The Earnings Release includes various non-GAAP financial measures, including measures such as net income excluding the impact of certain adjustments, earnings per diluted Class A share excluding the impact of certain adjustments, consolidated adjusted EBITDA, combined adjusted EBITDA, adjusted free cash flow and net debt. Management of the Company uses these non-GAAP financial measures to evaluate ongoing operations and believes that these non-GAAP financial measures are useful to investors. The exclusion of the impact of the identified adjustments enable management and investors to perform meaningful comparisons of current and historical performance of the Company. Management of the Company also believes that the exclusion of the impact of the identified adjustments provides a stable platform on which to compare the historical performance of the Company and that investors desire this information.

The non-GAAP financial measures included in the Earnings Release 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 included in the Earnings Release.

Section 5 – Corporate Governance and Management

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02(b)

On August 26, 2025, the Company announced that Gary R. Martz, Executive Vice President, General Counsel and Secretary, will be retiring from his position as General Counsel and Secretary of the Company as of October 1, 2025. Mr. Martz will fully retire from the Company on November 30, 2025.

The Company also announced that Dennis Hoffman will assume the roles of Senior Vice President, General Counsel and Secretary, effective as of October 1, 2025. Mr. Hoffman currently serves as Vice President and Deputy General Counsel for the Company.

Section 7 – Regulation FD

Item 7.01.    Regulation FD Disclosure.

On August 28, 2025, management of the Company held a conference call with interested investors and financial analysts (the “Conference Call”) to discuss the Company’s financial results for its third quarter ended July 31, 2025. The file transcript of the Conference Call is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.			Description
99.1			Press release issued by Greif Inc. on August 27, 2025 announcing the financial results for its third quarter ended July 31, 2025.
99.2			Press release issued by Greif Inc. on August 26, 2025 announcing the retirement of General Counsel Gary R. Martz.
99.3			File transcript of conference call with interested investors and financial analysts held by management of Greif Inc. on August 28, 2025.

SIGNATURES

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.

 

			GREIF, INC.
Date: August 29, 2025			By			/s/ Lawrence A. Hilsheimer
						Lawrence A. Hilsheimer, Executive Vice President and Chief Financial Officer

FAQ

What did Greif (GEF) announce in the Form 8-K regarding Q3 2025 results?

The company furnished an Earnings Release as Exhibit 99.1 announcing financial results for the quarter ended July 31, 2025, which includes various non-GAAP measures.

Who is replacing Greif's General Counsel and when will the change take effect?

Dennis Hoffman will assume the roles of Senior Vice President, General Counsel and Secretary, effective October 1, 2025.

When will the outgoing General Counsel fully retire?

Gary R. Martz will retire from his General Counsel and Secretary role on October 1, 2025 and will fully retire from the company on November 30, 2025.

Does the 8-K include specific revenue or earnings numbers for Q3 2025?

No. The 8-K states the Earnings Release is furnished as an exhibit but does not include numeric financial figures in the filing text itself.

Are non-GAAP measures used in Greif's disclosure, and how does the company describe them?

Yes. The Earnings Release includes multiple non-GAAP measures and the company says they are useful for comparisons but should not be considered alternatives to GAAP and investors should not place undue reliance on them.