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

ofMarch ~~the~~1, ~~Securities~~2024 ~~Exchange~~(February ~~Act~~26, ~~of 1934~~2024)

December 11, 2023 (December 5, 2023)

Date of Report (Date of earliest event reported)

GREIF, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-00566	31-4388903
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

425 Winter Road	Delaware	Ohio	43015
425 Winter Road, Delaware Ohio	43015
(Address of principal executive offices)	(Zip Code)		~~(Zip Code)~~

Registrant’s telephone number, including area code: (740) 549-6000

Former name, former address and former fiscal year, if changed since last report: Not Applicable

(Former name or former address, if changed since last report.)

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. ☐

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A Common Stock	GEF	New York Stock Exchange
Class B Common Stock	GEF-B	New York Stock Exchange

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 (see General Instruction A.2. below):

☐ 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))

Section 2 – Financial Information

Item 2.02. Results of Operations and Financial Condition.

On ~~December~~February 628, ~~2023~~2024, Greif, Inc. (the “"Company”") issued a press release (the “Earnings Release”) announcing the financial results for its ~~fourth~~first quarter ~~and fiscal year~~ ended ~~October~~January 31, ~~2023~~2024. The full text of the Earnings Release is ~~attached~~furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The Earnings Release ~~included~~includes various non-GAAP financial measures, including measures such as net income excluding the ~~following~~impact of certain adjustments, earnings per diluted Class A share excluding the impact of certain adjustments, consolidated adjusted EBITDA, adjusted free cash flow and net debt. Management of the Company uses these non-GAAP financial measures ~~(the~~to “evaluate ongoing operations and believes that these non-GAAP ~~Measures”):~~financial measures are useful to investors. The exclusion of the impact of the identified adjustments enable management and investors to perform meaningful comparisons of current and historical performance of the Company. Management of the Company also believes that the exclusion of the impact of the identified adjustments provides a stable platform on which to compare the historical performance of the Company and that investors desire this information.

~~(i)the~~The ~~Company's~~non-GAAP ~~net~~financial ~~income,~~measures ~~excluding~~included ~~the~~in ~~impact of adjustments, for~~ the ~~fourth~~Earnings ~~quarter~~Release ofshould ~~2023~~be ~~and~~read ~~the~~together ~~fourth~~with ~~quarter~~our offinancial ~~2022,~~results. ~~which~~These isnon-GAAP ~~equal~~financial tomeasures ~~the~~should ~~Company's~~not ~~consolidated~~be ~~net~~considered ~~income~~an ~~for~~alternative ~~the~~or ~~applicable~~substitute ~~period plus restructuring charges~~for, ~~plus acquisition~~ and ~~integration~~should ~~related~~not ~~costs,~~be ~~plus~~considered ~~non-cash~~superior ~~asset impairment charges~~to, ~~plus~~our ~~non-cash~~reported ~~pension~~financial ~~settlement~~results. ~~charges~~Accordingly, ~~plus~~users ~~(gain) loss on disposal~~ of ~~properties,~~this ~~plants,~~financial ~~equipment~~information ~~and~~should ~~businesses~~not ~~net,~~place ~~each~~undue ~~net~~reliance ofon ~~tax,~~the ~~equity~~non-GAAP ~~earnings~~financial ofmeasures ~~unconsolidated~~included ~~affiliates~~in ~~and noncontrolling interest and on a consolidated basis for~~ the ~~applicable~~Earnings ~~period;~~Release.

~~(ii)the~~Section ~~Company's~~5 ~~earnings~~– ~~per~~Corporate ~~diluted~~Governance ~~Class A share, excluding the impact of adjustments, for the fourth quarter of 2023~~ and the fourth quarter of 2022, which is equal to the Company's consolidated net income for the applicable period plus restructuring charges, plus acquisition and integration related costs, plus non-cash asset impairment charges, plus non-cash pension settlement charges, plus (gain) loss on disposal of properties, plants, equipment and businesses net, each net of tax, equity earnings of unconsolidated affiliates and noncontrolling interest and on a consolidated basis for the applicable period;Management

~~(iii)the~~Item ~~Company's~~5.07. Submission ~~consolidated adjusted EBITDA for the fourth quarter~~ of ~~2023~~Matters ~~and the fourth quarter of 2022, which is equal~~ to ~~the~~a ~~Company's~~Vote consolidated net income for the applicable period plus interest expense, net, plus income tax expense, plus depreciation, depletion and amortization expense, plus restructuring charges, plus acquisition and integration related costs, plus non-cash asset impairment charges, plus non-cash pension settlement charges, plus (gain) loss on disposal of ~~properties,~~Security ~~plants, equipment and businesses, net, each on a consolidated basis for the applicable period;~~Holders

~~(iv)the~~The ~~Company's~~Annual ~~consolidated~~Meeting ~~adjusted free cash flow for the fourth quarter~~ of ~~2023~~Stockholders ~~and~~ (the ~~fourth~~"Annual ~~quarter~~Meeting") of ~~2022, which is equal to~~ the Company's ~~consolidated~~was ~~net~~held ~~cash~~on ~~provided~~February 26, by2024. ~~operating~~At ~~activities for~~ the ~~applicable~~Annual ~~period~~Meeting, ~~less~~the ~~cash~~holders ~~paid for purchases~~ of ~~properties,~~the ~~plants~~Company's ~~and~~Class ~~equipment,~~B ~~plus~~Common ~~cash~~Stock ~~paid~~voted ~~for~~on ~~acquisition~~the ~~and~~following ~~integration~~proposals ~~related costs, plus cash paid for integration related Enterprise Resource Planning ("ERP") systems~~ and ~~equipment,~~cast ~~plus~~their ~~cash~~votes ~~paid~~as ~~for~~described ~~taxes related to Tama, Iowa mill divestment, each on a consolidated basis for the applicable period;~~below.

~~(v)the~~Proposal Company's net income, excluding the impact of adjustments, for the fiscal year of 2023 and the fiscal year of 2022, which is equal to the Company's consolidated net income for the applicable period plus restructuring charges, plus debt extinguishment charges, plus acquisition and integration related costs, plus non-cash asset impairment charges, plus non-cash pension settlement charges, plus (gain) loss on disposal of properties, plants, equipment and businesses net, each net of tax, equity earnings of unconsolidated affiliates and noncontrolling interest and on a consolidated basis for the applicable period;1

~~(vi)the~~To ~~Company's~~elect ~~earnings per diluted Class A share, excluding~~ the ~~impact~~following ofpersons ~~adjustments,~~as directors for ~~the fiscal~~ one-year ofterms: ~~2023~~Ole ~~and~~G. ~~the~~Rosgaard, ~~fiscal~~Vicki ~~year~~L. ~~of 2022~~Avril-Groves, ~~which~~Bruce isA. ~~equal to the Company's consolidated net income for the applicable period plus restructuring charges~~Edwards, ~~plus~~Mark ~~debt~~A. ~~extinguishment charges~~Emkes, ~~plus~~John ~~acquisition~~W. ~~and integration related costs~~McNamara, ~~plus~~Frank ~~non-cash~~C. ~~asset impairment charges~~Miller, ~~plus~~Karen ~~non-cash~~A. ~~pension settlement charges~~Morrison, ~~plus~~Robert ~~(gain)~~M. ~~loss~~Patterson onand ~~disposal~~Kimberly ofT. ~~properties~~Scott, ~~plants,~~the ~~equipment~~nine ~~and~~persons ~~businesses~~nominated ~~net,~~by ~~each~~the ~~net~~Company’s ofBoard ~~tax, equity earnings~~ of ~~unconsolidated affiliates and noncontrolling interest and on a consolidated basis for the applicable period;~~Directors.

~~(vii)the~~PROPOSAL ~~Company's~~001 ~~consolidated~~ELECTION ~~adjusted~~OF EBITDA for the fiscal year of 2023 and the fiscal year of 2022, which is equal to the Company's consolidated net income for the applicable period plus interest expense, net, plus debt extinguishment charges, plus income tax expense, plus depreciation, depletion and amortization expense, plus restructuring charges, plus acquisition and integration related costs, plus non-cash asset impairment charges, plus non-cash pension settlement charges, plus (gain) loss on disposal of properties, plants, equipment and businesses, net, each on a consolidated basis for the applicable period;DIRECTORS

(viii)the Company's consolidated adjusted free cash flow for the fiscal year of 2023 and the fiscal year of 2022, which is equal to the Company's consolidated net cash provided by operating activities for the applicable period, less cash paid for purchases of properties, plants and equipment, plus cash paid for acquisition and integration related costs, plus cash paid for integration related ERP systems and equipment, plus cash paid for debt issuance costs, plus cash


***	FOR	WITHHELD
Ole G. Rosgaard	17,050,487	22,493
Vicki L. Avril-Groves	16,913,927	159,053
Bruce A. Edwards	17,042,399	30,581
Mark A. Emkes	17,041,287	31,693
John W. McNamara	16,232,027	840,953
Frank C. Miller	15,788,598	1,284,382
Karen A. Morrison	17,054,411	18,569
Robert M. Patterson	17,058,901	14,079
Kimberly T. Scott	16,254,018	818,962

~~proceeds~~Proposal ~~redeployment related to replacement of non-operating corporate asset, plus cash paid for taxes related to Tama, Iowa mill divestment, each on a consolidated basis for the applicable period;~~2

~~(ix)the~~To ~~Company's~~consider ~~net~~and ~~debt~~vote ~~for~~upon the ~~fourth~~ratification ~~quarter~~ of ~~2023 and~~ the ~~fourth~~appointment ~~quarter~~ of ~~2022,~~Deloitte ~~which~~& isTouche ~~equal~~LLP toas the Company'’s ~~consolidated~~independent ~~total~~auditor ~~debt~~for atfiscal ~~the~~year ~~end of the applicable period ended less cash and cash equivalents at the end of the applicable period ended;~~2024:

~~(x)the~~PROPOSAL ~~Company's~~002 ~~leverage~~ADVISORY ~~ratio~~VOTE ~~for~~ON ~~the~~RATIFICATION ~~fourth~~OF ~~and~~APPOINTMENT ~~third~~OF ~~quarters~~DELOITTE of& ~~2023~~TOUCHE ~~and~~LLP ~~the~~AS ~~fourth~~INDEPENDENT ~~quarter~~AUDITOR ofFOR ~~2022,~~FISCAL ~~which~~YEAR is equal to net debt divided by trailing twelve-month EBITDA, each as calculated under the terms of the Company's Second Amended and Restated Credit Agreement dated as of March 1, 2022, which has been filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2022;2024

(xi)adjusted EBITDA for the Company's Global Industrial Packaging business segment for the fourth quarter of 2023 and the fourth quarter of 2022, which is equal to that business segment’s operating profit less other (income) expense, net, less non-cash pension settlement charges, less equity earnings of unconsolidated affiliates, net of tax, plus depreciation and amortization expense, plus restructuring charges, plus acquisition and integration related costs, plus non-cash asset impairment charges, plus non-cash pension settlement charges, plus (gain) loss on disposal of properties, plants, equipment and businesses, net, each for the applicable period; and


***	FOR	AGAINST	ABSTAIN
TOTAL SHARES VOTED	18,989,938	6,972	10,360

(xii)adjusted EBITDA for the Company's Paper Packaging & Services business segment for the fourth quarter of 2023 and the fourth quarter of 2022, which is equal to that business segment’s operating profit less other (income) expense, net, plus depreciation and amortization expense, plus restructuring charges, plus acquisition and integration related costs, plus non-cash asset impairment charges, plus (gain) loss on disposal of properties, plants, equipment and businesses, net, each for the applicable period.

The Earnings Release also included the following forward-looking non-GAAP measures:

(i)the Company's fiscal 2024 low-end guidance estimate of adjusted EBITDA guidance, which is equal to the Company's consolidated net income for such period plus interest expense, net, plus income tax expense, plus depreciation, depletion and amortization expense, plus restructuring charges, plus acquisition and integration related costs, plus non-cash asset impairment charges, plus (gain) loss on disposal of properties, plants, equipment and businesses net, and on a consolidated basis for the applicable period.

(ii)the Company's fiscal year 2024 low-end guidance estimate of projected adjusted free cash flow guidance, which is equal to the Company's consolidated net cash provided by operating activities for such period, less cash paid for purchases of properties, plants and equipment, plus cash paid for acquisition and integration related costs, plus cash paid for integration related ERP systems and equipment for such period, plus cash paid for ongoing initiatives under our Build to Last strategy. A reconciliation of this forward-looking non-GAAP financial measure was included in the Earnings Release.

No reconciliation of the forward-looking non-GAAP financial measure to the most directly comparable GAAP financial measure for item (i) was included in the Earnings Release because, due to the high variability and difficulty in making accurate forecasts and projections of some of the excluded information, together with some of the excluded information not being ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measure without unreasonable efforts.

Management of the Company uses the non-GAAP Measures to evaluate ongoing operations and believes that these non-GAAP Measures are useful to investors. The exclusion of the impact of the identified adjustments, such as restructuring charges, acquisition and integration related costs, non-cash asset impairment charges, non-cash pension settlement charges and (gain) loss on disposal of properties, plants, equipment and businesses, net, enable management and investors to perform meaningful comparisons of current and historical performance of the Company. Management of the Company also believes that the exclusion of the impact of the identified adjustments provides a stable platform on which to compare the historical performance of the Company and that investors desire this information. Management believes that the use of consolidated adjusted free cash flow, which excludes identified adjustments paid for purchases of properties, plants and equipment, cash paid for acquisition and integration related costs, cash paid for integration related ERP systems and equipment, and cash paid for debt issuance costs, from the Company's consolidated net cash provided by operating activities, provides additional information on which to evaluate the cash flow generated by the Company and believes that this is information that investors find valuable. The non-GAAP Measures are intended to supplement and should be read together with our financial results. The non-GAAP Measures should not be considered an alternative or substitute for, and should not be considered superior to, our reported financial results. Accordingly, users of this financial information should not place undue reliance on the non-GAAP Measures.

Section 5 - Corporate Governance and Management

Item 5.03(a) Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 5, 2023, the Company's Board of Directors adopted an amendment to Article VI, Section 6.8 of the Company's Third Amended and Restated By-Laws that will enact a new fiscal year of the Company ending September 30, with the first such fiscal year ending September 30, 2025. The amendment to the Third Amended and Restated By-Laws is attached as Exhibit 99.3 to this Current Report on Form 8-K.

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure.

On December 7, 2023, management of the Company held a conference call with interested investors and financial analysts (the “Conference Call”) to discuss the Company’s financial results for its fourth quarter and fiscal year ended October 31, 2023i.Transcript ~~The file transcript~~ of ~~the~~ Conference Call~~, is attached as Exhibit 99.2 to this Current Report on Form 8-K.~~

On February 29, 2024, management of the Company held a conference call with interested investors and financial analysts (the “Conference Call”) to discuss the Company’s financial results for its first quarter ended January 31, 2024. The file transcript of the Conference Call is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

Exhibit No.			Description
99.1			Press release issued by Greif, Inc. on December 6, 2023 announcing the financial results for its fourth quarter and fiscal year ended October 31, 2023.
99.2			File transcript of conference call with interested investors and financial analysts held by management of Greif, Inc. on December 6, 2023.
99.3			Amendment to Third Amended and Restated By-Laws of Greif, Inc.

(d)Exhibits.


Exhibit No.			Description
99.1			Press release issued by Greif Inc. on February 28, 2024 announcing the financial results for its first quarter ended January 31, 2024.
99.2			File transcript of conference call with interested investors and financial analysts held by management of Greif Inc. on February 29, 2024.

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.

	GREIF, INC.
Date: December 11, 2023	By	/s/ Lawrence A. Hilsheimer
Date: March 1, 2024	By	/s/ Lawrence A. Hilsheimer
		Lawrence A. Hilsheimer,Executive Vice President and Chief Financial Officer

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