O-I Glass (OI) SVP awarded shares as RSUs vest and taxes withheld

Rhea-AI Filing Summary

O-I Glass executive Randolph L. Burns, SVP and Chief Administrative & Sustainability Officer, reported equity compensation activity in company stock. On March 7, 2026, he received two stock awards totaling 36,797 shares of common stock at no cost, tied to restricted stock units and performance-based awards. To cover tax obligations on vesting, 11,324 shares were withheld by the company at $11.38 per share, rather than sold on the open market. After these transactions, Burns holds 122,932 shares directly and 3,062.75 shares indirectly through a 401(k) plan.

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

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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^*

BURNS RANDOLPH L

(Last) (First) (Middle)

ONE MICHAEL OWENS WAY, PLAZA 1

(Street)

PERRYSBURG OH OH

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
O-I Glass, Inc. /DE/ [ OI ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief Admin & Sus Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2026

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
Common Stock (Direct)	03/07/2026		A		24,605(1)	A	$0.0000	122,064	D
Common Stock (Direct)	03/07/2026		A		12,192(2)	A	$0.0000	134,256	D
Common Stock (Direct)	03/07/2026		F		11,324	D	$11.38	122,932	D
Common Stock (Indirect)								3,062.75	I	By 401k

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

Explanation of Responses:

1. The restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date.

2. Certain restricted stock units granted for the 2023-2025 grant period vest in the form of common stock based upon the Issuer's performance against certain performance conditions. On March 7, 2026, the Compensation Committee of the Issuer's Board of Directors determined that the performance conditions had been met above target, resulting in the vesting of these shares.

	/s/ Darrow A. Abrahams, attorney-in-fact	03/10/2026
	** 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).
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FAQ

What did OI executive Randolph L. Burns report in this Form 4?

Randolph L. Burns reported equity compensation activity, not open-market trading. He received two stock awards totaling 36,797 O-I Glass common shares and had 11,324 shares withheld to pay taxes on vesting, reflecting routine compensation rather than discretionary buying or selling.

How many O-I Glass shares did Randolph L. Burns acquire and at what price?

Burns acquired 24,605 and 12,192 O-I Glass common shares through grants at a price of zero. These grants reflect restricted stock units and performance-based awards, providing additional equity compensation without any cash outlay by the executive.

Why were 11,324 O-I Glass shares disposed of in this filing?

The 11,324 O-I Glass shares were withheld by the company at $11.38 per share to satisfy tax obligations on vested awards. This F-code transaction is a tax-withholding disposition, not an open-market sale, and is a standard mechanism for covering tax liabilities on equity compensation.

What are Randolph L. Burns’ OI share holdings after these transactions?

Following the reported grants and tax withholding, Burns holds 122,932 O-I Glass common shares directly. He also has 3,062.75 shares held indirectly through a 401(k) plan, giving investors a clearer view of his ongoing equity stake in the company.

How do the restricted stock units for OI vest for Randolph L. Burns?

Some restricted stock units vest in three equal annual installments starting one year after the grant date. Other units from the 2023–2025 performance period vested in common stock after the compensation committee confirmed performance above target on March 7, 2026, increasing his share awards.

Does this OI Form 4 indicate open-market buying or selling by Randolph L. Burns?

No, the transactions reflect equity grants and tax withholding, not market trades. Burns received stock at no cost via awards, and shares were withheld to cover taxes, so the filing shows routine compensation events rather than discretionary stock purchases or sales.