Silgan signs MetalCo deal for 60% voting interest

At closing, the proposed MetalCo board would have five directors: three designated by SH LLC and two by the A-VL Investor.

Rhea-AI Filing Summary

Silgan Holdings Inc. (SLGN) entered into agreements to contribute its Metal Containers and Closures Business to newly formed MetalCo, a partnership with the A-VL Investor. At closing, subject to conditions, Silgan would receive 60% of MetalCo’s Class A voting units and a distribution to Silgan Holdings LLC equal to $2.263 billion less, if applicable, the New Silgan Debt Amount; the A-VL Investor would contribute $1.025 billion in cash for 40%. Silgan may incur up to $1.0 billion of new debt, which MetalCo would assume.

Element Holdings II L.P., as representative of the sellers, may exercise a put option requiring MetalCo to acquire 100% of Trivium for approximately $327.5 million in cash, subject to adjustments, plus assumption of approximately $3.1 billion of Trivium debt scheduled to be repaid at closing. Exercise requires completion of consultation processes and the Dutch Merger Code process; the acquisition is also subject to antitrust clearances and concurrent closing of the Silgan business contribution. Lenders committed approximately $4.9 billion in senior secured term loans and a $1.0 billion senior secured revolving facility, subject to customary closing conditions. Silgan and subsidiaries outside MetalCo will not guarantee these facilities or pledge their assets.

Filing Explained

If the agreements close, Silgan’s subsidiary keeps majority voting control of MetalCo, but later investor exit rights could require it to repurchase units.

The agreements signed October 17, 2026 set terms for a future closing, not a completed transfer: Silgan Holdings LLC would hold 60% of MetalCo’s voting units and designate three of its five directors, retaining a board majority in the contributed business.

A-VL would have consent rights over fundamental matters while it holds any units and certain operating matters while it retains at least 25% of its initial units; it would also receive specified priority payments from distributions otherwise payable to Silgan Holdings LLC.

Beginning at the four-year stage, a timely request under the agreement followed by exercise in the next 30-day window could require Silgan Holdings LLC to buy the requested amount, within the stated 20%-to-33.33% range of A-VL’s initial units, or all remaining units if A-VL then holds less than 20%.

The purchase price would be based on MetalCo’s latest trailing-12-month EBITDA, less net debt, with other adjustments. If Silgan makes the agreement’s specified public announcement within 90 days after the exercise notice, the purchase is suspended until six months after the notice; if the announced transaction is completed before then, the purchase right terminates.

8-K Event Classification

3 items: 1.01, 5.02, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Silgan's MetalCo ownership: 60% A-VL Investor's MetalCo ownership: 40% A-VL Contribution: $1.025 billion +5 more

8 metrics

Silgan's MetalCo ownership 60% Class A voting units at closing

A-VL Investor's MetalCo ownership 40% Class A voting units at closing

A-VL Contribution $1.025 billion Cash contribution to MetalCo at closing

Silgan Distribution Amount $2.263 billion, less the New Silgan Debt Amount if applicable Amount MetalCo would distribute to SH LLC

New Silgan Debt Up to $1.0 billion Aggregate principal amount; MetalCo would assume it in connection with the Business Contribution

Trivium cash purchase price Approximately $327.5 million Cash payment to the sellers, subject to adjustments

Trivium debt obligations Approximately $3.1 billion As of October 17, 2026; scheduled to be repaid at closing

Debt Financing commitments Approximately $4.9 billion senior secured term loan facility; $1.0 billion senior secured revolving facility Subject to customary closing conditions

Key Terms

Put Option, locked box, cash-free, debt-free basis, Conditional Liquidity Right, +1 more

5 terms

Put Option financial

"the “Put Option” may be exercised only following completion"

A put option is a financial contract that gives its holder the right, but not the obligation, to sell a specified quantity of a stock or other asset at a set price within a defined time. Think of it like insurance on an investment—if the asset’s market price falls, the put lets an investor lock in a higher sale price or profit from the decline, helping limit losses or speculate on downward moves.

locked box financial

"a “locked box” mechanism fixing Trivium’s equity value"

A locked box is a deal mechanism used in acquisitions where the buyer and seller agree a fixed purchase price based on a past balance sheet date, and the seller guarantees that no value has been removed from the business since then. Think of it as buying a sealed piggy bank whose contents are frozen — it gives buyers certainty about price and cash in the business and shifts the risk of any value taken out before closing onto the seller, which matters to investors because it reduces post‑deal surprises and simplifies valuation.

cash-free, debt-free basis financial

"The Business Contribution will be made on a cash-free, debt-free basis"

A cash-free, debt-free basis is a way of pricing a business where the sale excludes the company’s cash balances and outstanding debt, so the buyer pays only for the operating assets and liabilities that run the business. Think of it like buying a shop’s shelves and stock but not its cash in the register or its loans; this clarity matters to investors because it shows the true purchase price, makes deal comparisons fair, and clarifies what financing or adjustments are needed after the sale.

Conditional Liquidity Right financial

"the “Conditional Liquidity Right” during the next Conditional Liquidity Window"

Dutch Merger Code Process regulatory

"completion of the Consultation Processes and the Merger Code Process"

FAQ

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

What ownership split is proposed for SLGN's MetalCo partnership?

At closing, Silgan would receive 60% of MetalCo’s Class A voting units, while the A-VL Investor would receive 40%. The A-VL Investor would contribute $1.025 billion in cash for its interest.

How much would MetalCo pay to acquire Trivium?

MetalCo would pay the sellers approximately $327.5 million in cash, subject to adjustments, and assume approximately $3.1 billion of Trivium debt, scheduled to be repaid at closing.

When can the sellers exercise the Trivium put option?

Element Holdings II L.P., as representative of the sellers, may exercise the option within five business days after completion of the consultation processes and the Dutch Merger Code process, subject to an outside date of nine months following the October 17, 2026 signing date.

What is the Trivium transaction's outside closing date?

The Trivium Purchase Agreement may be terminated if closing has not occurred by October 14, 2027. That date automatically extends to April 12, 2028 only if the regulatory and Transaction Agreement closing conditions remain unsatisfied and no order prohibits closing.

Is MetalCo's debt financing a condition to closing?

No. MetalCo's receipt of debt financing is not a condition to its obligation to close either the transactions under the Transaction Agreement or those under the Trivium Purchase Agreement.

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

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Available on EDGAR 10/20/2026 - 06:02 AM EDT Accepted by SEC EDGAR 10/19/2026 - 08:08 PM EDT Learn about SEC filing dates

SILGAN HOLDINGS INC false 0000849869 0000849869 2026-10-17 2026-10-17

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): October 17, 2026

SILGAN HOLDINGS INC.

(Exact name of Registrant as specified in its charter)

Delaware		001-41459		06-1269834
(State or other jurisdiction of incorporation)		(Commission file number)		(I.R.S. Employer 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 1 — Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On October 17, 2026 (the “Signing Date”), Silgan Holdings Inc., a Delaware corporation (“Silgan” or the “Company”), and Silgan Holdings LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“SH LLC”), entered into certain agreements relating to (i) the creation of a partnership between SH LLC and A-VL Holdco, LP, a Delaware limited partnership and an investment vehicle (the “A-VL Investor”) affiliated with funds managed by AIP, LLC, a Delaware limited liability company (“Sponsor”), (ii) the contribution by the Company of its Metal Containers and Closures Business (as defined below) to such partnership, and (iii) the proposed acquisition by such partnership of Trivium Packaging B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands (“Trivium”).

Transaction Agreement

On the Signing Date, the Company, the A-VL Investor and Silgan Metal Packaging LLC, a Delaware limited liability company that is a newly formed subsidiary of SH LLC (“MetalCo”), entered into a Transaction Agreement in connection with the formation of a partnership between SH LLC and the A-VL Investor. The Transaction Agreement provides that, upon its terms and subject to certain conditions, at the closing (the “Closing”), (i) the Company, through one or more of its subsidiaries, will contribute its metal food and general line containers, metal vacuum closures, plastic vacuum closures, non-dispensing plastic dairy closures and aluminum roll-on closures for beer and non-alcoholic beverages businesses (collectively, the “Metal Containers and Closures Business”) to MetalCo or one or more subsidiaries of MetalCo (the “Business Contribution”) in exchange for 60% of MetalCo’s Class A voting units and the Silgan Distribution Amount (as defined below), (ii) the A-VL Investor will contribute $1.025 billion in cash to MetalCo (the “A-VL Contribution”) in exchange for 40% of MetalCo’s Class A voting units, (iii) MetalCo will distribute to SH LLC an aggregate amount equal to (a) $2.263 billion, minus (b) if applicable, the New Silgan Debt Amount (as defined below) (the “Silgan Distribution Amount”) and (iv) at the Company’s election, (a) the Company may incur up to an aggregate principal amount of $1.0 billion of new debt (which may be funded by a portion of the commitments under the Debt Financing (as defined below)) (such debt, the “New Silgan Debt” and such aggregate principal amount of the New Silgan Debt, the “New Silgan Debt Amount”) and (b) MetalCo will assume the New Silgan Debt in connection with the Business Contribution. The Business Contribution will be made on a cash-free, debt-free basis, subject to a customary closing net working capital adjustment and certain other adjustments as provided in the Transaction Agreement. The A-VL Investor will fund the A-VL Contribution at the Closing with equity proceeds committed to it by American Industrial Partners Capital Fund IX, L.P. (“Fund IX”), an investment fund managed by an affiliate of Sponsor, pursuant to a customary equity commitment letter entered into on the Signing Date.

The Closing is subject to the concurrent closing of the transactions contemplated by the Trivium Purchase Agreement (as defined below), Silgan effecting an internal reorganization for the Business Contribution in accordance with the terms of the Transaction Agreement and certain other customary closing conditions.

The Transaction Agreement contains customary representations, warranties and covenants for a transaction of its size and scope. The representations and warranties under the Transaction Agreement do not survive the Closing. Between the Signing Date and the Closing, subject to certain customary exceptions, Silgan has agreed to operate its Metal Containers and Closures Business in the ordinary course of business consistent with past practice and not take certain actions with respect to its Metal Containers and Closures Business without the prior written consent of MetalCo or, in some cases, without written notification to MetalCo following such action.

2

The Transaction Agreement provides that: (i) Silgan will indemnify MetalCo and certain related parties for (a) breaches of Silgan’s post-Closing covenants, (b) liabilities related to Silgan’s retained business, (c) certain limited specified taxes and a certain other limited special indemnity item, and (d) certain costs and tax liabilities arising from Silgan’s pre-Closing reorganization actions, (ii) MetalCo will indemnify Silgan and certain related parties for (a) breaches of MetalCo’s post-Closing covenants and (b) liabilities related to the Metal Containers and Closures Business and (iii) the A-VL Investor will indemnify MetalCo and certain related parties for breaches of the A-VL Investor’s post-closing covenants.

The Transaction Agreement contains certain termination rights for the parties, including (without limitation) if (i) the Closing has not occurred by October 15, 2027 (which date is subject to automatic extension if the outside date under the Trivium Purchase Agreement is extended (as described below)) or (ii) either (a) the Put Option Agreement (as defined below) expires or is terminated without the Put Option (as defined below) being exercised or (b) the Trivium Purchase Agreement is terminated. Fund IX has delivered a limited guarantee in favor of the Company guaranteeing, subject to a cap, certain payment obligations of the A-VL Investor under the Transaction Agreement. Generally, the parties have agreed to share the costs and expenses in connection with the Transaction Agreement and the Trivium Purchase Agreement.

MetalCo expects to fund the Silgan Distribution under the Transaction Agreement through the borrowings described under the heading “MetalCo Debt Commitment Letter” below and the cash contribution from the A-VL Investor described herein.

The foregoing description of the Transaction Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transaction Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Put Option Agreement

On the Signing Date, MetalCo entered into a Put Option Agreement (the “Put Option Agreement”) with Trivium, Ardagh Group Holdings S.à r.l., a private limited liability company (société à responsabilité limitée) under the laws of Luxembourg (“Ardagh”), Element Holdings II L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Element” and, together with Ardagh, the “Sellers”) and Exal Holdings International Parent B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands (“Blocker” and, together with Trivium and the Sellers, collectively, the “Beneficiaries”) and Element, solely in its capacity as representative of the Beneficiaries (the “Beneficiary Representative”), relating to the proposed acquisition by MetalCo of 100% of the outstanding shares of Trivium (the “Trivium Shares”).

Pursuant to the Put Option Agreement, the Beneficiary Representative, on behalf of the Sellers, has the right (the “Put Option”) to require MetalCo to purchase the Trivium Shares on the terms and subject to the conditions set forth in the form of share purchase agreement attached to the Put Option Agreement (the “Trivium Purchase Agreement”), which Put Option may be exercised only following completion of certain information and consultation processes required under applicable law, including with applicable works councils in France and the Netherlands (the “Consultation Processes”) and as required under the Dutch Merger Code (SER Fusiegedragsregels 2015) (the “Merger Code Process”). The Beneficiaries are obligated to engage with such works councils promptly after the Signing Date and to diligently pursue such Consultation Processes and the Merger Code Process.

3

The Beneficiary Representative, on behalf of the Sellers, may exercise the Put Option within five business days after completion of the Consultation Processes and the Merger Code Process, subject to an outside date of nine months following the Signing Date. If the Put Option is exercised by delivery of a written notice from the Beneficiary Representative to MetalCo (the “Exercise Notice”), MetalCo and the Beneficiaries are obligated to enter into the Trivium Purchase Agreement within five business days thereafter and to consummate the transactions contemplated by the Trivium Purchase Agreement, subject to the conditions set forth therein. If the parties have not signed the Trivium Purchase Agreement within five business days from receipt of the Exercise Notice by MetalCo, the Trivium Purchase Agreement will automatically come into effect on such fifth business day as if it had been executed on such date, with no further action required by the parties thereto.

From the Signing Date until the earlier of the expiration of the Put Option and the execution or effectiveness of the Trivium Purchase Agreement, certain covenants of the Trivium Purchase Agreement will apply as if the Trivium Purchase Agreement were in effect, including (i) Trivium and Blocker agreeing to operate the Trivium businesses in the ordinary course of business consistent with past practice and to not take certain actions with respect to such businesses without the prior written consent of MetalCo, in each case subject to certain exceptions, and (ii) the parties’ obligations to use reasonable best efforts to do all things necessary, proper or advisable to consummate the transactions contemplated by the Trivium Purchase Agreement, including using reasonable best efforts to cause the waiting periods or other requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and all other applicable antitrust laws to terminate or expire prior to the outside date under the Trivium Purchase Agreement. In addition, from the Signing Date until the earlier of (a) the date the Trivium Purchase Agreement is executed or becomes effective and (b) the twelve-month anniversary of the Signing Date, the Beneficiaries and their affiliates will be prohibited from soliciting, discussing or agreeing to any competing proposal to acquire Trivium or providing information to other potential buyers.

Before the Put Option is exercised, the Beneficiaries may terminate the Put Option Agreement if the regulatory closing condition set forth in the Trivium Purchase Agreement or the condition requiring no order prohibiting the consummation of the transactions contemplated by the Trivium Purchase Agreement becomes incapable of being satisfied by the outside date under the Trivium Purchase Agreement (as described below). In the event that the Consultation Processes and the Merger Code Process are completed, but the Beneficiary Representative does not exercise the Put Option by the expiry of the option period, the Beneficiaries will be obligated to reimburse certain expenses of MetalCo, up to $40 million, in accordance with the Put Option Agreement.

The foregoing description of the Put Option Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Put Option Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.

Trivium Purchase Agreement

Under the form of the Trivium Purchase Agreement attached to the Put Option Agreement, and subject to the terms and conditions set forth therein, MetalCo will purchase the Trivium Shares for a cash payment to the Sellers of approximately $327.5 million, subject to certain adjustments, plus the assumption of approximately $3.1 billion in Trivium debt obligations (as of the date hereof), which are scheduled to be repaid at the Closing. The Trivium Purchase Agreement contains a “locked box” mechanism fixing Trivium’s equity value as of December 31, 2025, with customary protections against value leakage before the Closing.

4

The closing of transactions contemplated by the Trivium Purchase Agreement is subject to the concurrent closing of the transactions contemplated by the Transaction Agreement, obtaining approvals or clearances under applicable Antitrust Laws, including the HSR Act, and certain other customary closing conditions.

The Trivium Purchase Agreement contains customary representations, warranties and covenants for a transaction of this nature. Between the Signing Date and the closing of the transactions contemplated by the Trivium Purchase Agreement, subject to certain exceptions, Trivium and Blocker have agreed to operate the Trivium businesses in the ordinary course of business consistent with past practice and to not take certain actions with respect to such businesses without the prior written consent of MetalCo. In addition, the parties have agreed to use reasonable best efforts to do all things necessary, proper or advisable to consummate the transactions contemplated by the Trivium Purchase Agreement, including using reasonable best efforts to cause the waiting periods or other requirements under the HSR Act and all other applicable Antitrust Laws to terminate or expire prior to the outside date under the Trivium Purchase Agreement.

MetalCo will obtain representation and warranty insurance to cover losses resulting from breaches of the representations and warranties set forth in the Trivium Purchase Agreement.

The Trivium Purchase Agreement contains certain termination rights of the parties, including (without limitation) if (i) the Closing has not occurred by October 14, 2027, provided that such date shall automatically extend to April 12, 2028 only in the event that the regulatory closing condition and the Transaction Agreement closing condition have not then been satisfied and there is not in effect an order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Trivium Purchase Agreement, or (ii) the Transaction Agreement is terminated, subject to certain exceptions. If the Trivium Purchase Agreement is terminated as a result of (i) an uncured MetalCo breach, including any such uncured MetalCo breach at any time following the outside date, or (ii) MetalCo’s failure to close following the satisfaction or waiver of the closing conditions applicable to MetalCo and the Sellers and Trivium are ready, willing and able to consummate the transactions contemplated thereby, MetalCo is obligated to pay Trivium a termination fee of $40 million. If the Trivium Purchase Agreement is terminated as a result of the Transaction Agreement terminating, subject to certain exceptions, MetalCo is obligated to pay Trivium a termination fee of $75 million. If the Trivium Purchase Agreement is terminated as a result of a willful breach by MetalCo of the Trivium Purchase Agreement, determined by a final non-appealable order or judgment of a court of competent jurisdiction or a written settlement agreement entered into by the Sellers and MetalCo, MetalCo is obligated to pay Trivium damages not to exceed $100 million plus any costs and expenses incurred by Trivium in connection with the enforcement of the Trivium Purchase Agreement not to exceed $3 million. In no event is MetalCo required to pay (i) both (x) a termination fee and (y) monetary damages in respect of any MetalCo breach (subject to the $100 million cap) or (ii) both termination fees.

MetalCo expects to fund the obligations under the Trivium Purchase Agreement through the borrowings described under the heading “MetalCo Debt Commitment Letter” below and the cash contribution from the A-VL Investor described under the heading “Transaction Agreement.”

The Company, or a direct or indirect wholly owned subsidiary of the Company, and an affiliate of the A-VL Investor have each provided a limited guarantee in favor of Trivium guaranteeing such guarantor’s agreed share of certain payment obligations of MetalCo under the Put Option Agreement and the Trivium Purchase Agreement.

5

The foregoing description of the Trivium Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Trivium Purchase Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated by reference herein.

The Transaction Agreement and the Trivium Purchase Agreement have been filed to provide security holders with information regarding their respective terms. They are not intended to provide any other factual information about the Company, Trivium, the Sellers or their respective subsidiaries and affiliates. The Transaction Agreement and the Trivium Purchase Agreement contain or reference various representations, warranties and covenants by the parties to the Transaction Agreement and the Trivium Purchase Agreement. These representations, warranties and covenants were made solely for the benefit of the other parties to the Transaction Agreement and the Trivium Purchase Agreement and (i) are not intended to be treated as categorical statements of fact, but rather as a way of allocating risk to one of the parties if those statements prove to be inaccurate, (ii) may have been qualified by confidential disclosure schedules or other documents that were delivered to the other party in connection with the Transaction Agreement or the Trivium Purchase Agreement and which contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the Transaction Agreement or the Trivium Purchase Agreement, (iii) may be subject to standards of materiality applicable to the parties that differ from what might be viewed as material to stockholders and (iv) were made only as of the date of the Transaction Agreement and the Trivium Purchase Agreement or such other date or dates as may be specified in the Transaction Agreement or the Trivium Purchase Agreement. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Transaction Agreement and the Trivium Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company. Accordingly, you should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or Trivium.

MetalCo Debt Commitment Letter

On the Signing Date, in connection with the proposed acquisition of Trivium and the closing under the Transaction Agreement, MetalCo entered into a debt commitment letter (the “Debt Commitment Letter”) with Wells Fargo Bank, National Association (“Wells Fargo Bank”), Wells Fargo Securities, LLC (“Wells Fargo Securities” and, together with Wells Fargo Bank, “Wells Fargo”), Goldman Sachs Bank USA (“Goldman Sachs”), Royal Bank of Canada (“RBC”), RBC Capital Markets (“RBCCM”), Deutsche Bank AG New York Branch (“DBNY”), Deutsche Bank Securities Inc. (“DBSI” and, together with DBNY, “DB”), Bank of America, N.A. (“Bank of America”), BofA Securities, Inc. (together with its designees and affiliates, “BofA Securities” and, together with Wells Fargo, Goldman Sachs, RBC, RBCCM, DB, Bank of America and each additional arranger appointed pursuant to the terms therein, the “Commitment Parties”), pursuant to which the Commitment Parties have agreed to provide, subject to the satisfaction of customary closing conditions, commitments for (i) a new senior secured term loan facility in an aggregate principal amount of approximately $4.9 billion and (ii) a new senior secured revolving facility in an aggregate principal amount of $1.0 billion (collectively, the “Debt Financing”). Proceeds from the Debt Financing and the cash contribution from the A-VL Investor will be used to fund (a) payment of amounts to be paid by MetalCo pursuant to the Trivium Purchase Agreement, (b) the repayment of approximately $3.1 billion of indebtedness of Trivium pursuant to the Trivium Purchase Agreement, (c) the payment of other fees, expenses and costs incurred in connection with the foregoing, (d) the distribution of the Silgan Distribution Amount and the payment of certain other amounts, as applicable, as contemplated by the Transaction Agreement, and (e) working capital and general corporate purposes of MetalCo and its subsidiaries following the Closing. The receipt of debt financing by MetalCo is not a condition to MetalCo’s obligation to consummate either the transactions contemplated by the Transaction Agreement or the Trivium Purchase Agreement.

6

Silgan and its subsidiaries (other than MetalCo and its subsidiaries) will not be guarantors under the MetalCo senior secured debt facilities, and none of the assets of Silgan and its subsidiaries (other than MetalCo and its subsidiaries) will be pledged to secure the obligations of MetalCo under its senior secured debt facilities.

The foregoing description of the Debt Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Debt Commitment Letter, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated by reference herein.

Amended and Restated Limited Liability Company Agreement

Upon the Closing, MetalCo, SH LLC, the A-VL Investor, the Company (solely for the certain limited sections set forth therein) and Sponsor (solely for the limited section set forth therein) will enter into a First Amended and Restated Limited Liability Company Agreement of MetalCo (the “A&R LLCA”), the form of which is attached to the Transaction Agreement.

The A&R LLCA will provide that, as of the Closing, the board of directors of MetalCo will consist of five directors: three designated by SH LLC, including the MetalCo chairperson, and two designated by the A-VL Investor. Each of SH LLC’s and the A-VL Investor’s director designation rights step down in connection with certain decreases in their MetalCo ownership, and each of SH LLC and the A-VL Investor may also designate up to two non-voting board observers for as long as such member may designate a director to the MetalCo board. The A-VL Investor has certain consent rights with respect to a number of fundamental matters under the A&R LLCA, which apply for as long as the A-VL Investor holds any MetalCo units and has other operational consent rights while the A-VL Investor holds at least 25% of its initial ownership of MetalCo units and prior to a Spin-Off (as defined below) or a sale of MetalCo. The MetalCo chairperson will be Anthony J. Allott, the Non-Executive Chairman of the Board of Directors of the Company.

The A&R LLCA will also provide that distributions from MetalCo will be made pro rata, at times and in amounts determined by the MetalCo board, to be evaluated on at least a quarterly basis, to the extent MetalCo has distributable cash and its senior secured credit agreement permits, along with quarterly tax distributions. The A-VL Investor will also be entitled to certain priority payments in amounts set forth in the A&R LLCA, payable out of distributions (other than tax distributions) that would otherwise be payable to SH LLC until such priority payments have been paid in full.

Pursuant to the terms of the A&R LLCA, SH LLC will have the right (but not the obligation), in its sole discretion, to effect either a spin-off of MetalCo or a spin-off of Silgan’s non-MetalCo businesses (which would exclude MetalCo and its subsidiaries), in each case that is intended to be tax-free (a “Spin-Off”); provided, that a Spin-Off may not be consummated prior to the two year anniversary of the Closing without the consent of both SH LLC and the A-VL Investor. In addition, on or prior to the date that is forty-two (42) months after the Closing, and each annual anniversary of such date thereafter, the A-VL Investor may (i) propose that SH LLC initiate a Spin-Off (a “Spin-Off Request”) and (ii) indicate that, if SH LLC does not initiate a Spin-Off, the A-VL Investor intends to exercise its right to cause SH LLC to purchase at least 20% and up to 33.33% of the A-VL Investor’s initial units in MetalCo (or, if the A-VL Investor then holds less than 20% of its initial units in MetalCo, all of the A-VL Investor’s units in MetalCo) (the “Conditional Liquidity Right”) during the next Conditional Liquidity Window (as defined below). The “Conditional Liquidity Window” in the A&R LLCA is the 30-day period following the four (4) year anniversary of the Closing and each annual anniversary thereafter. If the A-VL Investor does not deliver a timely Spin-Off

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Request, the A-VL Investor may not exercise the Conditional Liquidity Right during the next Conditional Liquidity Window. A Spin-Off Request will not constitute an exercise of the Conditional Liquidity Right by the A-VL Investor nor an obligation of the A-VL Investor to exercise the Conditional Liquidity Right. If the A-VL Investor does deliver such Spin-Off Request and then also exercises its Conditional Liquidity Right by delivering written notice thereof during the next Conditional Liquidity Window (the “Conditional Liquidity Notice”), SH LLC will be obligated to purchase either the amount of equity interests specified in the A-VL Investor’s Spin-Off Request or, at SH LLC’s option, up to 150% of such equity interests specified in the A-VL Investor’s Spin-Off Request. The closing of SH LLC’s purchase under the Conditional Liquidity Right will be suspended until the date that is six months following the delivery of the Conditional Liquidity Notice if Silgan publicly announces that it is evaluating or pursuing a Spin-Off within 90 days following the A-VL Investor’s delivery of its Conditional Liquidity Notice. If the Spin-Off is consummated prior to six months following the delivery of the Conditional Liquidity Notice (the “Spin-Off Period”), the Conditional Liquidity Right automatically terminates. Conversely, if the Spin-Off is not consummated prior to the expiration of the Spin-Off Period, SH LLC will be obligated to consummate the purchase of the specified A-VL Investor units after the end of the Spin-Off Period as provided in the A&R LLCA.

Before an initial public offering of MetalCo or a Spin-Off, neither SH LLC nor the A-VL Investor may transfer MetalCo units except to their respective affiliates, or with the other party’s prior consent. After the tenth anniversary of the Closing or at any time where the A-VL Investor owns less than 25% of its original MetalCo units, SH LLC may effect a sale of MetalCo and the A-VL Investor would be subject to a customary drag-along obligation to sell its units in such sale, subject to certain protections for the A-VL Investor.

After the tenth anniversary of the Closing or at any time the A-VL Investor no longer holds at least 25% of its initial units in MetalCo, and provided a Spin-Off has not occurred, SH LLC will have the right to purchase all of the A-VL Investor’s remaining units in MetalCo.

The purchase price for the A-VL Investor’s units with respect to the Conditional Liquidity Right or SH LLC’s rights to otherwise purchase the A-VL Investor’s units will be based on an implied equity value equal to the enterprise value of MetalCo calculated by applying an 8.25x multiple to the last twelve months of MetalCo’s earnings before interest, taxes, depreciation and amortization, as of the end of the most recently completed fiscal quarter, less net debt and subject to other customary adjustments, with such implied equity value allocated among the holders of MetalCo units as if distributed in a hypothetical sale in accordance with the distribution provisions of the A&R LLCA.

The foregoing description of the A&R LLCA does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R LLCA, which is filed as Exhibit 10.5 to this Current Report on Form 8-K and incorporated by reference herein.

Section 5—Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Consulting Agreement with Anthony J. Allott

On the Signing Date, Silgan entered into a consulting agreement with Anthony J. Allott, the Non-Executive Chairman of the Board of Directors of the Company (the “Consulting Agreement”). Under the Consulting Agreement, Mr. Allott has been engaged as an independent consultant to, prior to the Closing, assist with preparing for the closing of the transactions contemplated by the Transaction Agreement and the Trivium

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Purchase Agreement, including assisting with concluding other transaction documents, assisting the Company’s team in fulfilling closing conditions, serving as the Company’s primary point of contact in coordinating regulatory clearances, overseeing the separation activities for the Metal Containers and Closures Business and the contributions by the Company to MetalCo of the Metal Containers and Closures Business, overseeing the preparation for the integration of Trivium with the Metal Containers and Closures Business, and assisting in monitoring the conduct and performance of Trivium prior to the Closing. In addition, following the Closing, Mr. Allott will serve, on Silgan’s behalf, as a Silgan-designated director and as the initial non-executive chairperson of the MetalCo board and, until a chief executive officer of MetalCo is named, interim CEO of MetalCo and provide operational support, oversight, integration and leadership assistance for the combined MetalCo businesses.

Mr. Allott’s compensation under the Consulting Agreement is payable by the Company and consists of (i) a consulting fee of $250,000 per month during the term of the Consulting Agreement (pro-rated for any partial month, as applicable) for the services to be provided by Mr. Allott as generally described above, which amount is reimbursable by MetalCo, (ii) an up-front fee of $250,000 per month in respect of the period from November 1, 2025 to the Signing Date (pro-rated for the month of the Signing Date), payable within 20 days after the Signing Date, in respect of Mr. Allott’s substantial services rendered during such period with respect to Mr. Allott’s assistance with the negotiation of the Transaction Agreement, the A&R LLCA, the Put Option Agreement, the Trivium Purchase Agreement, the MetalCo Debt Commitment Letter and the other agreements and documents entered into or to be entered into in connection therewith, assistance with and oversight of the due diligence review by Sponsor of the Metal Containers and Closures Business and the due diligence review by the Company of Trivium, and leadership and assistance with other pre-signing workstreams including transaction structuring, separation planning and financing matters for the transactions, and (iii) an additional fee of $150,000 per month from the Signing Date until the Closing (pro-rated for any partial month, as applicable), contingent upon the closings occurring under both the Transaction Agreement and the Trivium Purchase Agreement, payable following such closings, in consideration of the extraordinary efforts required in connection with the execution of the various transaction agreements entered into or to be entered into for the transactions and the consummation of the closings under both the Transaction Agreement and Trivium Purchase Agreement. Mr. Allott will also be entitled to reimbursement of reasonable, documented out-of-pocket travel and accommodation expenses. The parties to the Consulting Agreement have also agreed to have further good faith discussions, as required under the Consulting Agreement, with respect to the amount of the consulting fees payable under the Consulting Agreement and with respect to a bonus payable to Mr. Allott under the Consulting Agreement pursuant to a bonus plan to be approved by the Company. Mr. Allott may also receive equity incentive compensation in the form of profits interests in MetalCo subject to the Company’s and MetalCo’s approval.

The Consulting Agreement is effective until terminated in accordance with its terms. The Consulting Agreement will automatically terminate if the Transaction Agreement or the Trivium Purchase Agreement is terminated prior to the Closing or the Put Option expires without being exercised.

The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and incorporated by reference herein.

Forward-Looking Statements

Statements included in this Current Report on Form 8-K which are not historical facts are forward looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934, as amended. Such forward looking statements are made based upon management’s expectations and beliefs concerning future events impacting the Company and therefore

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involve a number of uncertainties and risks, including, but not limited to, those described in the Company’s Annual Report on Form 10-K for 2025 and other filings with the Securities and Exchange Commission. Therefore, the actual results of the transactions and matters set forth herein Company could differ materially from those expressed or implied in such forward looking statements.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Transaction Agreement dated as of October 17, 2026, by and among Silgan Holdings Inc., A-VL Holdco LP and Silgan Metal Packaging LLC.*
10.2		Put Option Agreement dated as of October 17, 2026, by and among Silgan Metal Packaging LLC, Trivium Packaging B.V., Exal Holdings International Parent B.V., Element Holdings II L.P. and Ardagh Group Holdings S.à r.l., and Element Holdings II L.P., in its capacity as the Beneficiary Representative.*
10.3		Form of Share Purchase Agreement, by and among Silgan Metal Packaging LLC, Trivium Packaging B.V., Exal Holdings International Parent B.V., Element Holdings II LP, Ardagh Group Holdings S.à r.l. and Element Holdings II LP, in its capacity as the seller representative (included as Schedule 1 in Exhibit 10.2 hereto).*
10.4		Commitment Letter dated as of October 17, 2026, by and among Silgan Metal Packaging LLC, Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Goldman Sachs Bank USA, Royal Bank of Canada, RBC Capital Markets, Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., Bank of America, N.A. and BofA Securities, Inc.*
10.5		Form of First Amended and Restated Limited Liability Company Agreement of Silgan Metal Packaging LLC, by and among Silgan Metal Packaging LLC, Silgan Holdings LLC, A-VL Holdco, LP, Silgan Holdings Inc. (solely for the sections set forth therein) and AIP, LLC (solely for the section set forth therein) (included as Exhibit H in Exhibit 10.1 hereto).*
10.6		Consulting Agreement dated as of October 17, 2026, by and between Anthony J. Allott and Silgan Holdings Inc.
104		Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

* Certain schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide a copy of the omitted schedules and similar attachments on a supplemental basis to the Commission or its staff, if requested.

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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: October 19, 2026

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Filing Exhibits & Attachments

7 documents

Agreements & Contracts

• EX-10.1 EX-10.1 1.3 MB
• EX-10.2 EX-10.2 815.7 KB
• EX-10.4 EX-10.4 383.1 KB
• EX-10.6 EX-10.6 71.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB