Greif Insider Grant: 414 Cash-Settled Units Reported by Director Rose

Rhea-AI Filing Summary

Greif, Inc. (GEF) – Form 4 insider filing

Director B. Andrew Rose acquired 413.842 phantom stock units on 08/01/2025 at a reference price of $63.43. Each unit is economically equivalent to one share of Class A common stock but will be settled in cash; therefore, the transaction is non-dilutive and part of the company’s deferred director-compensation plan.

After the transaction, Rose now holds 1,729.552 phantom units, recorded as direct ownership. No open-market purchases or sales of Greif equity occurred, and there is no change to his direct share count. Given the small size relative to Greif’s ±50 million basic shares outstanding and the cash-settled structure, the filing is expected to have minimal market impact.

Positive

• Director increases economic exposure, modestly aligning incentives with shareholders without issuing new shares.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine deferred-comp phantom unit accrual; no share dilution or cash purchase, negligible market impact.

The Form 4 shows a standard quarterly grant of 413.842 phantom stock units to Director Rose under Greif’s Board compensation plan. Because units settle in cash, neither share count nor insider economic ownership materially changes. Size (<0.001% of float) is immaterial, and no trading signal is implied. I classify the event as neutral/not impactful for valuation or liquidity considerations.

Corporate Governance Expert

TL;DR: Adds modest alignment incentive; governance profile unchanged, impact neutral.

Cash-settled phantom units tie director pay to share price without dilution, a governance-friendly mechanism already in place at Greif. The additional 414 units modestly increases Rose’s economic stake but does not alter Board control dynamics. No red flags or enhancements beyond normal course are noted.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ROSE B ANDREW

(Last) (First) (Middle)

425 WINTER RD.

(Street)

DELAWARE OH 43015

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GREIF, INC [ GEF, GEF-B ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
(Phantom Stock Units (Cash Only Rights)	$0(1)	08/01/2025		A		413.842		(2)	(2)	Class A Common Stock	413.842	$63.43	1,729.552	D

Explanation of Responses:

1. Each phantom stock unit is the economic equivalent of one share of Class A Common Stock of Greif, Inc.

2. The phantom stock units are to be settled in cash upon the earlier of (i) a future fixed date designated by the Reporting Person made at the time of the deferral election, or (ii) the Reporting Person's termination from the Board due to his retirement, death, disability or other reason.

	B. Andrew Rose by L. Dennis Hoffman, Jr. pursuant to a POA filed with the Commission.	08/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Greif (GEF) Director B. Andrew Rose acquire?

He received 413.842 cash-settled phantom stock units equivalent to Class A shares.

When was the insider transaction executed?

The transaction date was 08/01/2025, reported on Form 4 filed 08/06/2025.

How many phantom units does the director now hold?

After the grant, Rose beneficially owns 1,729.552 phantom units.

Do phantom stock units dilute existing Greif shareholders?

No. The units will be settled in cash, so they do not increase the outstanding share count.

Was any Class A or Class B common stock bought or sold?

No direct share transactions were reported; only derivative phantom units were granted.