[8-K] Silgan Holdings Inc Reports Material Event

Rhea-AI Filing Summary

Silgan Holdings Inc. disclosed a material financing transaction: it entered into a Purchase Agreement dated Sept 3, 2025 with Merrill Lynch International acting as representative of the initial purchasers to support a new senior notes offering. The filing also attaches a press release dated Sept 3, 2025 announcing the pricing of that senior notes offering and includes the interactive cover page. The document is executed by Frank W. Hogan, III.

The filing shows the company completed formal steps to issue senior notes through an arranged purchase agreement and public pricing announcement; specific terms, amounts, interest rates, maturities, or use of proceeds are not provided in the text supplied.

Positive

• Purchase Agreement executed on Sept 3, 2025 establishing terms to issue senior notes
• Pricing announced via press release on Sept 3, 2025, indicating the offering progressed to execution

Negative

• None.

Insights

Corporate Finance Analyst

Company executed a purchase agreement and announced senior notes pricing on Sept 3, 2025.

The filing documents the legal agreement between Silgan Holdings Inc., guarantors, and the initial purchasers represented by Merrill Lynch International, establishing the contractual framework to sell senior notes. This is a standard market financing step to raise debt capital.

Absent disclosed pricing terms, principal amount, coupon, or maturity in the provided text, material effects on the balance sheet and interest expense cannot be quantified. Watch for the full prospectus or subsequent filings that will state the principal, coupon, and expected use of proceeds within the next regulatory disclosures.

Debt Markets Specialist

Pricing announcement indicates the transaction moved from planning to execution on Sept 3, 2025

A press release announcing pricing typically follows investor allocation and sets definitive economics for a notes issue; the purchase agreement formalizes buyer commitments. This step clears regulatory and market procedural requirements for closing.

Investors should review the full pricing release and offering documents for coupon, maturity, covenants, and any call or amortization features once available; those specifics will determine refinancing risk and near-term interest burden.

09/04/2025 - 05:00 PM

SILGAN HOLDINGS INC false 0000849869 0000849869 2025-09-03 2025-09-03

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 of incorporation)		(Commission file number)		(I.R.S. Employer Identification No.)

601 Merritt 7, Floor 1
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 September 3, 2025, Silgan Holdings Inc. (the “Company”) and certain of its U.S. subsidiaries entered into a purchase agreement (the “Purchase Agreement”) with Merrill Lynch International, on behalf of itself and as representative of the other Initial Purchasers named therein (collectively, the “Initial Purchasers”). Pursuant to the Purchase Agreement, the Company agreed to sell to the Initial Purchasers in a private placement in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended, €600 million aggregate principal amount of its 4¹⁄₄% Senior Notes due 2031 (the “Notes”) at 100 percent of their principal amount. The Notes will be guaranteed on a senior unsecured basis by the U.S. subsidiaries of the Company (the “Guarantors”) that guarantee obligations under the Company’s senior secured credit facility (the “Credit Agreement”) and existing senior secured and unsecured notes. The closing for the sale of the Notes is subject to customary conditions and is expected to occur on or about September 12, 2025. The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions whereby the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, have agreed to indemnify each other against certain liabilities and will contribute to payments the other party may be required to make in respect thereof.

The net proceeds from the offering of the Notes will be approximately €592.8 million after deducting the Initial Purchasers’ discount and estimated offering expenses. The Company intends to use the net proceeds from the sale of the Notes to repay outstanding revolving loan borrowings under the Credit Agreement and for other general corporate purposes.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached as Exhibit 10.1 and incorporated herein by reference.

Section 8—Other Events

Item 8.01 Other Events.

On September 3, 2025, the Company issued a press release announcing the pricing for the Notes. A copy of this press release is furnished herewith as Exhibit 99.1.

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Section 9—Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

		Exhibit No.		Description
		10.1		Purchase Agreement, dated September 3, 2025, among Silgan Holdings Inc., the Guarantors party thereto, and Merrill Lynch International, on behalf of itself and as representative of the Initial Purchasers named therein.
		99.1		Press Release dated September 3, 2025 announcing pricing of new senior notes offering.
		104		Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document)

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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: September 4, 2025

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FAQ

What did Silgan Holdings (SLGN) disclose in the 8-K dated Sept 3, 2025?

The company disclosed a Purchase Agreement dated Sept 3, 2025 with Merrill Lynch International as representative of the initial purchasers and a press release dated Sept 3, 2025 announcing pricing of a new senior notes offering.

Does the filing state the size or interest rate of the senior notes offering?

No. The supplied filing text does not include the principal amount, interest rate, maturity, or other economic terms.

Who is acting as representative of the initial purchasers for the notes?

The representative is Merrill Lynch International as named in the Purchase Agreement.

Is there a press release attached and what does it announce?

Yes. A press release dated Sept 3, 2025 is attached and it announces the pricing of the new senior notes offering.

Who signed the filing for Silgan Holdings?

The filing shows execution by Frank W. Hogan, III.