O-I Glass unit issues $500M 9.5% 2033 notes

O-I Glass, Inc., through its indirect wholly owned subsidiary Owens-Brockway Glass Container Inc., completed a private offering of $500 million aggregate principal amount of 9.500% Senior Notes due 2033 on May 18, 2026.

Rhea-AI Filing Summary

O-I Glass, Inc., through its indirect wholly owned subsidiary Owens-Brockway Glass Container Inc., completed a private offering of $500 million aggregate principal amount of 9.500% Senior Notes due 2033 on May 18, 2026.

The notes were sold to eligible purchasers under Rule 144A and Regulation S of the Securities Act and are fully and unconditionally guaranteed on a joint and several basis by Owens-Illinois Group, Inc. and certain U.S. domestic subsidiaries that guarantee OI Group’s credit agreement. The key terms are detailed in an Indenture dated May 18, 2026 among OBGC, the guarantors and Regions Bank as trustee.

Insights

Corporate debt analyst

O-I Glass adds $500M of long-dated, high-coupon debt.

Owens-Brockway Glass Container Inc., an indirect subsidiary of O-I Glass, issued $500 million of 9.500% Senior Notes due 2033 in a private placement under Rule 144A and Regulation S. The notes are senior obligations with guarantees from Owens-Illinois Group, Inc. and certain U.S. subsidiaries.

The 9.500% coupon indicates relatively expensive borrowing, and the additional debt increases consolidated interest obligations, though exact leverage impact is not disclosed in this excerpt. Joint and several guarantees broaden the creditor claim across key U.S. entities, which can improve investor confidence in repayment strength.

The indenture dated May 18, 2026 with Regions Bank as trustee will govern covenants and protections around these notes. Future company filings may outline how this new debt interacts with existing credit agreements and any planned uses of proceeds.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Senior notes principal: $500 million Coupon rate: 9.500% Maturity year: 2033 +2 more

5 metrics

Senior notes principal $500 million Aggregate principal amount of 9.500% Senior Notes due 2033

Coupon rate 9.500% Interest rate on OBGC Senior Notes due 2033

Maturity year 2033 Maturity of OBGC Senior Notes issued May 18, 2026

Offering exemptions Rule 144A and Regulation S Securities Act provisions used for the private offering

Indenture date May 18, 2026 Date of indenture among OBGC, guarantors and Regions Bank

Key Terms

Rule 144A, Regulation S, Senior Notes, Indenture, +1 more

5 terms

Rule 144A regulatory

"to eligible purchasers under Rule 144A and Regulation S of the U.S. Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"to eligible purchasers under Rule 144A and Regulation S of the U.S. Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Senior Notes financial

"completed a private offering of $500 million aggregate principal amount of its 9.500% Senior Notes due 2033"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

Indenture regulatory

"The relevant terms of the Notes are set forth in the indenture, dated as of May 18, 2026"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

guaranteed, on a joint and several basis financial

"The Notes are fully and unconditionally guaranteed, on a joint and several basis, by Owens-Illinois Group, Inc."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What type of financing did OI complete in this 8-K filing?

O-I Glass, via subsidiary Owens-Brockway Glass Container Inc., completed a private offering of $500 million in 9.500% Senior Notes due 2033. The notes were placed with eligible institutional investors under Rule 144A and Regulation S of the Securities Act.

What are the key terms of OI’s new senior notes offering?

The new securities are 9.500% Senior Notes due 2033 with an aggregate principal of $500 million. They are governed by an indenture dated May 18, 2026, which sets out covenants and other terms between the issuer, guarantors and trustee.

Which OI entities guarantee the new 9.500% Senior Notes due 2033?

The notes are fully and unconditionally guaranteed on a joint and several basis by Owens-Illinois Group, Inc. and certain U.S. domestic subsidiaries of that group. These guarantors are the same entities that guarantee OI Group’s existing credit agreement.

How were OI’s $500 million senior notes offered to investors?

The $500 million notes were offered in a private placement to eligible purchasers under Rule 144A and Regulation S of the Securities Act. This structure targets qualified institutional buyers and non-U.S. investors instead of a public registered offering.

Who acts as trustee under OI’s new senior notes indenture?

Regions Bank serves as trustee under the indenture governing the 9.500% Senior Notes due 2033. The indenture, dated May 18, 2026, outlines the trustee’s role, investor protections, and key contractual terms for the noteholders and guarantors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/18/2026 - 04:05 PM Learn about SEC filing dates

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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

May 18, 2026

Date of Report (Date of earliest event reported)

O-I GLASS, INC.

(Exact name of registrant as specified in its charter)

Delaware		1-9576		22-2781933
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One Michael Owens Way Perrysburg, Ohio (Address of principal executive offices) 43551-2999 (Zip Code)

(567) 336-5000

(Registrant’s telephone number, including area code)

(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:

¨ 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))

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, $.01 par value	OI	New York Stock Exchange

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.  ¨

Item 1.01 Entry Into A Material Definitive Agreement.

On May 18, 2026, Owens-Brockway Glass Container Inc. (“OBGC”), a Delaware corporation and an indirect wholly owned subsidiary of O-I Glass, Inc. (“O-I Glass”), completed a private offering of $500 million aggregate principal amount of its 9.500% Senior Notes due 2033 (the “Notes”) to eligible purchasers under Rule 144A and Regulation S of the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Notes are fully and unconditionally guaranteed, on a joint and several basis, by Owens-Illinois Group, Inc. (“OI Group”) and certain U.S. domestic subsidiaries of OI Group that are guarantors under OI Group’s credit agreement.

The relevant terms of the Notes are set forth in the indenture, dated as of May 18, 2026 (the “Indenture”), by and among OBGC, the guarantors party thereto, including OI Group, and Regions Bank, as trustee. A copy of the Indenture (including the form of the global note) is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

The descriptions in this Current Report of the Notes and the Indenture are not intended to be a complete description of those documents and are qualified in their entirety by the full text of the Indenture, including the form of the Note contained therein, which is attached as an exhibit to and incorporated by reference in this Current Report.

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 of this report is incorporated in this Item 2.03 by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit  No.		Description
4.1		Indenture, dated as of May 18, 2026, by and among Owens-Brockway Glass Container Inc., the guarantors party thereto and Regions Bank, as trustee
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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.

	O-I GLASS, INC.
Date: May 18, 2026	By:	/s/ John A. Haudrich
	Name:	John A. Haudrich
	Title:	Senior Vice President and Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-4.1 EXHIBIT 4.1 627.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB