SLGN Announces Intended Private Senior Notes Sale under Rule144A/RegS

Rhea-AI Filing Summary

Silgan Holdings Inc disclosed that it plans to pursue a new senior notes offering in a private placement under Rule 144A and Regulation S of the Securities Act. The company said the transaction would be completed only subject to favorable market conditions, and additional details were provided in an accompanying press release filed as an exhibit. No pricing, size, or use-of-proceeds information is included in this report.

Positive

• Planned senior notes offering under Rule 144A and Reg S shows access to institutional debt markets
• Notice of the offering provides a transparent signal to investors about potential financing plans

Negative

• No pricing, size, or use-of-proceeds disclosed, leaving uncertainty on financial impact
• Offering is explicitly subject to favorable market conditions, so completion is not guaranteed

Insights

Debt Capital Markets Specialist

Planned private senior notes offering signals debt-market access intent

The filing states Silgan intends to offer senior notes in a private sale under Rule 144A and Regulation S, which targets qualified institutional buyers and non-U.S. investors. Using these channels is a common approach when companies seek faster placement and potentially wider investor reach than a public offering.

Because the notice gives no details on size, coupon, or maturity, market participants must await the full pricing document to assess effects on leverage and interest expense. Monitor the company’s exhibit/press release for concrete terms.

Corporate Treasurer

Announcement reflects financing flexibility but is explicitly conditional

The item confirms the company is preparing debt issuance options, indicating an intent to raise funds if market conditions permit. A private Rule 144A/Reg S placement typically allows tailored covenants and quicker execution.

Without stated proceeds or use-of-proceeds, the immediate material impact is limited; the critical near-term metric is whether the offering launches and its final size and pricing.

false000084986900008498692025-09-032025-09-03

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

Date of Report (Date of earliest event reported): September 3, 2025

SILGAN HOLDINGS INC.

(Exact name of Registrant as specified in its charter)

Delaware						001-41459			06-1269834
(State or other jurisdiction						(Commission			(I.R.S. Employer
of incorporation)						file number)			Identification No.)
601 Merritt 7
Norwalk,			Connecticut						06851
(Address of principal executive offices)									(Zip Code)

(203) 975-7110

(Registrant's telephone number, including area code)

N/A

(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(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			SLGN			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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

    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. ☐

Section 8—Other Events

Item 8.01 Other Events.

On September 3, 2025, the Registrant issued a press release announcing its plans for a new senior notes offering, subject to favorable market conditions, in a private offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. For additional information regarding this press release, refer to Exhibit 99.1 filed with this Current Report on Form 8-K.

Section 9—Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Press Release dated September 3, 2025 announcing a new senior notes offering.
104						Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

2

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.

    

			SILGAN HOLDINGS INC.
			By:			/s/ Frank W. Hogan, III
						Frank W. Hogan, III
						Executive Vice President, General
						Counsel and Secretary

Date: September 3, 2025

3

FAQ

What did Silgan Holdings (SLGN) disclose in this 8-K?

The company announced plans to pursue a new senior notes offering in a private placement under Rule 144A and Regulation S; details are in an attached press release exhibit.

Is the senior notes offering finalized for SLGN?

No. The offering is described as planned and subject to favorable market conditions, so it may not proceed or terms may change.

Does the filing state the size or terms of SLGN's debt offering?

No. The report does not disclose any pricing, principal amount, coupon, maturity, or use-of-proceeds.

Who can buy the proposed SLGN senior notes?

The offering is being done privately under Rule 144A and Regulation S, generally aimed at qualified institutional buyers and non-U.S. investors.

Where can investors find more details about the offering?

The filing refers to a press release filed as an exhibit; investors should review Exhibit 99.1 for additional information when available.