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

Rhea-AI Filing Summary

Greif, Inc. completed the previously announced sale of its containerboard business, including the CorrChoice sheet feeder network, to Packaging Corporation of America for a purchase price of $1.8 billion subject to specified adjustments. The transaction was effected by sale of the equity interests in the subsidiaries that directly owned the Containerboard Business and was governed by a Purchase and Sale Agreement dated June 30, 2025, as amended. The Company furnished a press release and unaudited pro forma condensed consolidated financial statements reflecting the transaction as exhibits to the Current Report.

Positive

• Completed sale of the Containerboard Business to Packaging Corporation of America, finalizing the announced transaction
• Agreed purchase price of $1.8 billion (subject to adjustments)
• Pro forma financial statements and a press release were furnished, improving transparency on the transaction's accounting impact

Negative

• Divestiture of a material operating segment (Containerboard Business) may reduce the Company's revenue base and operational scale
• Purchase price subject to adjustments, meaning final proceeds are not fixed in this filing
• No disclosure in this excerpt of proceeds allocation or expected uses of sale proceeds

Insights

M&A Specialist

TL;DR: Greif completed a material divestiture of its containerboard business for $1.8 billion, transferring ownership via subsidiary equity sales to PCA.

The transaction is a clear, executed disposal of a material operating segment: the Containerboard Business and CorrChoice network were sold through equity transfers of the operating subsidiaries. The use of a Purchase and Sale Agreement with an amendment, and the note that the purchase price is $1.8 billion subject to adjustments, indicates negotiated commercial terms with customary post-closing true-ups. The filing appropriately references furnished exhibits including a press release and unaudited pro forma statements to show the expected financial impact on historical periods. The record states no other material relationships between the parties.

Financial Analyst

TL;DR: The company completed a material sale and provided pro forma financials, but the final proceeds may vary due to price adjustments.

This disclosure confirms closing and provides specific transaction mechanics: sale via subsidiary equity transfers and incorporation of the Purchase and Sale Agreement and its amendment by reference. The filing highlights that the $1.8 billion purchase price is subject to certain adjustments, which could materially change net proceeds. The company furnished pro forma condensed consolidated statements, enabling investors to assess historical income statement effects as if the sale occurred on November 1, 2021. No earnings figures or expected uses of proceeds are included in this text.

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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

September 2, 2025 (August 31, 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 2.01.    Completion of Acquisition and Disposition of Assets

Effective August 31, 2025, Greif, Inc. (the “Company”) completed its previously announced sale of its containerboard business, including its CorrChoice sheet feeder network (the “Containerboard Business”), to Packaging Corporation of America (“Purchaser”).

The sale of the Containerboard Business was completed in accordance with the terms of a Purchase and Sale Agreement, dated as of June 30, 2025 (the “Purchase and Sale Agreement”), as amended by Amendment No. 1 to Purchase and Sale Agreement, effective as of June 30, 2025 (“Amendment No. 1 to Purchase and Sale Agreement” and, together with the Purchase and Sale Agreement, the “Agreement”), among Purchaser, the Company, as guarantor, and Greif Packaging LLC, a wholly owned subsidiary of the Company, as seller. In accordance with the Agreement, the Company sold the Containerboard Business to Purchaser through the sale and transfer to Purchaser of the equity interests in those subsidiaries of the Company that directly owned the Containerboard Business on the date of closing. The purchase price for the Containerboard Business was $1.8 billion, subject to certain adjustments as set forth in the Agreement. The amount of the purchase price was determined by arms-length negotiations between the parties.

Other than in respect of the above described transaction, there is no material relationship between Purchaser and the Company or any of the Company’s affiliates, directors or officers or any associate of the Company’s directors or officers.

The foregoing description of the Agreement is qualified in its entirety by reference to the Purchase and Sale Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 1, 2025, and to Amendment No. 1 to Purchase Agreement, a copy of which was filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2025, filed with the Securities and Exchange Commission on August 28, 2025, each of which is incorporated herein by reference.

See also Item 9.01(b) of this Current Report on Form 8-K for Pro Forma Condensed Consolidated Financial Statements of the Company that include unaudited Pro Forma Condensed Consolidated Statements of Income for the Company for each of the years ended October 31, 2024, 2023 and 2022, presented as if the sale of the Containerboard Business had occurred on November 1, 2021.

Section 7 – Regulation FD

Item 7.01.     Regulation FD Disclosure.

On September 2, 2025, the Company issued a press release announcing the completion of the sale of the Containerboard Business. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Section 9 – Financial Statements and Exhibits

Item 9.01.    Financial Statements and Exhibits.

(b)        Pro Forma Financial Information. 

Unaudited pro forma condensed consolidated financial statements of Greif Inc. are filed as Exhibit 99.2 to this Current Report on Form 8-K.

(d)        Exhibits.

Exhibit No.			Description
99.1			Press release issued by Greif Inc. on September 2, 2025, regarding its completion of the sale of its Containerboard Business.
99.2			Greif Inc. Pro Forma Condensed Consolidated Financial Statements.

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: September 2, 2025			By			/s/ Gary R. Martz
						Gary R. Martz, Executive Vice President

FAQ

What did Greif (GEF) sell in this filing?

Greif sold its containerboard business, including the CorrChoice sheet feeder network, by transferring equity interests in the subsidiaries that owned that business.

Who purchased Greif's Containerboard Business?

The purchaser was Packaging Corporation of America.

What was the purchase price for the Containerboard Business?

The agreed purchase price was $1.8 billion, subject to certain adjustments as set forth in the Purchase and Sale Agreement.

When was the sale completed?

The sale was completed effective August 31, 2025.

Did Greif provide financial statements related to the sale?

Yes. Greif furnished unaudited pro forma condensed consolidated financial statements as an exhibit to the Current Report.

Are there any stated relationships between Greif and the purchaser?

Other than this transaction, the filing states there is no material relationship between the purchaser and Greif or its affiliates, directors, officers, or their associates.