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

Rhea-AI Filing Summary

Greif, Inc. (NYSE: GEF) has entered into a definitive agreement to divest its entire containerboard business—held through Greif Containerboard Solutions, LLC (GCS) and Box-Board Holding Corporation (BBH)—to Packaging Corporation of America (PCA) for $1.8 billion in cash, subject to customary adjustments. The transaction was executed on June 30, 2025 and disclosed via Form 8-K on July 1, 2025.

Under the Purchase and Sale Agreement, Greif Packaging LLC (the “Seller”) will first contribute all containerboard assets—mills, sheet feeder facilities, equipment and related items—to GCS. PCA will then acquire 100 % of the Seller’s equity interests in both GCS and BBH. Closing is conditioned on standard requirements, most notably the expiration or early termination of the Hart-Scott-Rodino (HSR) antitrust waiting period.

Outside Date & Termination: Either party may terminate if closing has not occurred by June 30, 2026, with up to two 90-day extensions available (one mutual, one at Greif’s option). Additional termination rights exist for mutual consent, non-appealable governmental prohibition, or uncured breaches of representations, warranties or covenants by either party.

The filing cautions investors not to rely solely on the representations and warranties within the agreement for factual determinations, noting that conditions may change over time. A related press release dated July 1, 2025 (Exhibit 99.1) announces the divestiture, and the full Agreement is furnished as Exhibit 10.1.

Strategic Implications: If completed, the sale will bring a substantial influx of cash and marks Greif’s exit from the containerboard segment, potentially reshaping its product portfolio toward remaining industrial packaging operations. However, completion risk remains until all regulatory and contractual conditions are met.

Positive

• $1.8 billion cash consideration represents a sizable liquidity event that can enhance Greif’s financial flexibility upon closing.
• Divestiture allows strategic focus on core industrial packaging segments, potentially improving margin stability.

Negative

• Completion risk: deal is subject to HSR approval and other closing conditions with an outside date more than a year away.
• Greif will lose its containerboard revenue stream, reducing vertical integration and exposing the company to supplier market dynamics.

Insights

Financial Analyst

TL;DR: $1.8 billion divestiture provides major liquidity and portfolio refocus; closing still subject to HSR and other conditions.

The announced sale price equals a material infusion of capital relative to Greif’s market capitalization and could significantly strengthen the balance sheet once received. Divesting the containerboard business may improve margin consistency by removing a cyclical segment. Because proceeds are cash, leverage ratios should improve immediately at closing. Key risks are regulatory approval and a long outside date, which may delay benefit realisation. Overall, the agreement is financially accretive upon completion and signals a strategic shift toward core industrial packaging lines.

Industry Specialist

TL;DR: Transaction reshapes Greif’s product mix; execution and revenue-loss risks temper enthusiasm.

Greif exits a vertically integrated containerboard platform, potentially relinquishing supply-chain advantages and a revenue source. PCA solidifies its mill footprint, which may increase competitive pressure on Greif’s remaining packaging products. Operational separation and customer transition require careful management. Until closing, Greif must operate the business under customary covenants, and failure to secure antitrust clearance could nullify the deal. Impact is strategically significant but contingent on timely close.

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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

July 1, 2025 (June 30, 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 1 – Registrant’s Business and Operations

Item 1.01.    Entry into a Material Definitive Agreement.

(a) Sale and Purchase Agreement for Greif Containerboard Solutions, LLC and Box-Board Holding Corporation

On June 30, 2025, Greif Packaging LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Seller”), and the Company, as guarantor, entered into a definitive Purchase and Sale Agreement (the “Agreement”) with Packaging Corporation of America, Inc., a Delaware corporation (“Purchaser”), pursuant to which Purchaser will acquire all of the issued and outstanding equity interests of Seller in Greif Containerboard Solutions, LLC, a Delaware limited liability company (“GCS”), and Box-Board Holding Corporation, a Delaware corporation (“BBH”), for a purchase price of $1.8 billion, subject to certain adjustments. In accordance with a contribution agreement between Seller and GCS, Seller will contribute all of its containerboard business, including containerboard mills and sheet feeder facilities and related equipment and other assets, to the capital of GCS.

The Agreement provides that closing of the contemplated transactions is subject to the satisfaction or waiver of certain conditions, including, among other things, the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

The Agreement may be terminated, and the subject transaction may be abandoned at any time prior to the closing, as follows: (i) by mutual written agreement of Seller and Purchaser; (ii) by either Seller or Purchaser if the closing has not occurred on or before June 30, 2026 (subject to an extension exercisable by either party of 90 days, subject to the terms and conditions of the Agreement, and to a second 90 day extension exercisable by Seller, subject to the terms and conditions of the Agreement); (iii) by either Seller or Purchaser if any governmental order prohibiting the transactions contemplated by the Agreement become final and nonappealable; (iv) by Seller in connection with certain breaches by Purchaser of its representations, warranties, covenants or other agreements in the Agreement, subject to a cure period; and (v) by Purchaser in connection with certain breaches by Seller of its representations, warranties, covenants or other agreements in the Agreement, subject to a cure period.

Investors should not rely on the representations, warranties, covenants and other agreements in the Agreement or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Seller, or GCS or BBH or any of its other subsidiaries. Moreover, information concerning the subject matter of the representations, warranties, covenants and other agreements may change after the date of the Agreement, which subsequent information may or may not be fully reflected in the public disclosures of the Company.

The descriptions of the Agreement and the transactions contemplated thereby contained in Item 1.01 do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Agreement attached to this Current Report on Form 8-K as Exhibit 10.1, which is incorporated herein by reference.

Section 7 – Regulation FD

Item 7.01.     Regulation FD Disclosure.

On July 1, 2025, the Company issued a press release announcing the divestiture of Greif Containerboard Solutions, LLC and Box-Board Holding Corporation. 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.

(a)        Exhibits.

Exhibit No.			Description
10.1			Sale and Purchase Agreement dated as of June 30, 2025, among the Seller and the Purchaser.
99.1			Press release issued by Greif, Inc. on July 1, 2025, regarding its divestiture of Greif Containerboard Solutions, LLC and Box-Board Holding Corporation.

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: July 1, 2025			By			/s/ Gary R. Martz
						Gary R. Martz, Executive Vice President

FAQ

What did Greif (GEF) announce in its July 1, 2025 Form 8-K?

Greif disclosed a definitive agreement to sell Greif Containerboard Solutions, LLC and Box-Board Holding Corporation to Packaging Corporation of America for $1.8 billion.

Who is buying Greif’s containerboard business and for how much?

Packaging Corporation of America (PCA) will acquire the business for $1.8 billion in cash, subject to adjustments.

What conditions must be met before the Greif-PCA transaction closes?

Key conditions include expiration or early termination of the Hart-Scott-Rodino antitrust waiting period plus other customary closing requirements.

When is the latest date the deal can close before either party may terminate?

Either party can terminate if closing has not occurred by June 30, 2026, with up to two 90-day extensions possible.

Where can investors find the full text of the sale agreement?

The complete Purchase and Sale Agreement is filed as Exhibit 10.1 to the July 1, 2025 Form 8-K.

Did Greif issue a press release about the divestiture?

Yes. The press release dated July 1, 2025 is furnished as Exhibit 99.1 in the filing.