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

ofJune ~~the~~4, ~~Securities~~2024 ~~Exchange~~(June ~~Act~~3, ~~of 1934~~2024)

March 27, 2024 (March 25, 2024)

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 15 -– ~~Registrant’s~~Corporate ~~Business~~Governance and ~~Operations~~ Management

Item 1 5.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement.~~Officers; Election of Directors; Appointment of Certain Officers;

~~(a)~~Compensatory ~~Amendment~~Arrangements toof ~~2022~~Certain ~~Credit Agreement~~Officers.

OnItem ~~March 1, 2022, Greif, Inc~~5. 02(~~the “Company”~~d) ~~and certain of its subsidiaries, as borrowers, entered into a second amended and restated senior secured credit agreement (the “2022 Credit Agreement”) with a syndicate of financial institutions~~. The 2022 Credit Agreement provides for a $1,100.0 million secured term A-1 loan and a $515.0 million secured term A-2 loan (the “Term Loans”), along with an $800.0 million secured revolving credit facility.

On ~~March~~June 253, 2024, ~~the~~in ~~Company,~~accordance aswith ~~borrower~~Article II, ~~entered~~Section ~~into~~2.1 anof ~~Incremental~~the ~~Term A~~By-4Laws ~~Loan~~of ~~Agreement~~Greif, ~~under~~Inc. (the ~~2022~~"Company"), ~~Credit~~and ~~Agreement~~during (a regular meeting, the ~~“Incremental~~Company's ~~Term~~Board ~~A-4~~of ~~Loan~~Directors ~~Agreement”~~(the "Board") ~~with~~approved a ~~syndicate~~resolution ofto ~~financial~~fix ~~institutions,~~the asnumber ~~lenders,~~of ~~Wells~~directors ~~Fargo~~of ~~Securities,~~the ~~LLC,~~Company asat ~~lead~~10 ~~arranger,~~ and ~~JPMorgan~~elected ~~Chase~~Jillian ~~Bank,~~C. Evanko as ~~administrative~~a ~~agent.~~director ~~The~~to ~~Incremental~~fill ~~A-4~~the ~~Term~~new ~~Loan~~vacancy ~~Agreement~~on ~~constitutes~~the anBoard. ~~amendment~~Ms. Evanko is to serve until the ~~2022~~Company’s ~~Credit~~next ~~Agreement~~annual meeting of stockholders and until her successor is elected and qualified.

~~The~~There ~~Incremental~~were ~~Term~~no ~~A-4~~arrangements ~~Loan~~or ~~Agreement~~understandings ~~provides~~between ~~for a $300~~Ms.0 ~~million~~Evanko ~~incremental~~and ~~term~~any ~~A-4~~other ~~loan~~person ~~(the~~pursuant ~~“Incremental~~to ~~Term~~which ~~A-4~~Ms. ~~Loan”)~~Evanko ~~made~~was ~~available~~elected inas a ~~single~~director ~~draw on March 25, 2024. Amounts repaid or prepaid in respect~~ of the ~~Incremental Term A-4 Loan may not be reborrowed~~Company. The Incremental Term A-4 Loan matures on March 1, 2027 and amortizes at 2.50% per annum in equal quarterly principal installments, with the remaining outstanding principal balance due on the maturity date.

~~The~~Ms. ~~Incremental~~Evanko ~~Term A-4 Loan~~ has, inbeen ~~all~~appointed ~~material respects, the identical terms and provisions as the Term Loans. The Company’s obligations with respect~~ to the ~~Incremental~~Audit ~~Term~~Committee ~~A-4~~of ~~Loan will constitute obligations under~~ the ~~2022 Credit Agreement and are secured and guaranteed with the other obligations under the 2022 Credit Agreement on a pari passu basis~~Board.

~~The~~In ~~Company~~connection ~~used~~with ~~the~~her ~~proceeds~~election, ~~from~~Ms. Evanko received an equity award under the ~~Incremental~~Company’s ~~Term~~Amended and Restated Outside Directors Equity Award Plan. Ms. Evanko received 1,465 restricted shares of Class A-4 ~~Loan~~Common Stock, an amount equal to ~~repay~~approximately ~~funds~~$94,600 ~~drawn~~divided onby the ~~revolving~~last ~~credit~~reported ~~facility~~sale ~~under~~price ~~the~~of ~~2022~~a ~~Credit~~share ~~Agreement~~of ~~for~~Class A Common Stock on the ~~purchase~~NYSE ofon ~~Ipackchem~~June ~~Group~~3, ~~SAS~~2024 (~~“Ipackchem”~~the award date). onNone ~~March~~of 26these shares of Class A Common Stock are subject to a risk of forfeiture; however, ~~2024.~~such ~~See~~shares ~~Item~~are 7subject to restrictions on transfer for three years.01 All of ~~this~~these ~~Current~~shares ~~Report~~were fully vested on ~~Form~~the ~~8-K~~award ~~for~~date ~~information~~with ~~concerning~~eligibility to participate in the ~~completion~~receipt of all dividends declared on the Company’s ~~acquisition~~shares of ~~Ipackchem~~Class A Common Stock.

~~This~~The ~~summary~~press ofrelease ~~the~~announcing ~~Incremental~~Ms. ~~Term~~Evanko's ~~A-4~~election ~~Loan~~as ~~Agreement~~director is ~~qualified~~attached ~~in its entirety by reference to the full text of the Incremental Term A-4 Loan Agreement, a copy of which is filed~~ as Exhibit 1099.1 to this Current Report on Form 8-K. The summary of the 2022 Credit Agreement is qualified in its entirety by reference to the full text of the 2022 Credit Agreement, a copy of which is filed as Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2023.

(b) Sale and Purchase Agreement for Ipackchem

As previously reported in Current Reports on Form 8-K filed on November 6, 2023 and November 21, 2023 (the “Prior Form 8-Ks”), on November 17, 2023, Greif France Holding SAS, which has now, been substituted for Greif International Holding, B.V. as the buyer, and Greif Packaging LLC, all of which are subsidiaries of the Company, and the sellers of Ipackchem entered into a sale and purchase agreement (the “SPA”) for the acquisition of the business of Ipackchem. A copy of the SPA, as amended on March 26, 2024, is filed as Exhibit 10.2 and Exhibit 10.3 to this Current Report on Form 8-K.

See Item 7.01 of this Current Report on Form 8-K for information concerning the completion of the Company’s acquisition of Ipackchem.

Section 2 - Financial Information

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

Creation of a Direct Financial Obligation

The information set forth in Item 1.01(a), above, is incorporated herein by reference.

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

On March 26, 2024, the Company issued a press release announcing that it had completed its acquisition of Ipackchem. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(ad) Exhibits.

Exhibit No.			Description
10.1			Incremental Term Loan Agreement, dated as of March 25, 2024, as an amendment to the Amended and Restated Credit Agreement, dated as of March 1, 2022, among Greif, Inc., as borrower, and certain other Greif US subsidiaries, as guarantors, a syndicate of lenders, as lenders, Wells Fargo Securities, LLC, as Lead Arranger, and JPMorgan Chase Bank, as Administrative Agent.
99.1			Press release issued by Greif, Inc. on June 3, 2024 announcing the election of Jillian Evanko to the Board of Directors of Greif, Inc.
10.2			Sale and Purchase Agreement dated as of November 17, 2023, among the sellers listed in Schedule 1 thereto, SK Impact Group S.à r.l., Ipack, Ipack II, Fuluolin II, Ipackchem Group SAS, Greif International Holding B.V., and Greif Packaging LLC.
10.3			Amendment No.1 dated as of March 26, 2024 to the Sale and Purchase Agreement dated as of November 17, 2023, among the sellers listed in Schedule 1 thereto, SK Impact Group S.à r.l., Ipack, Ipack II, Fuluolin II, Ipackchem Group SAS, Greif France Holding SAS, and Greif Packaging LLC.
99.1			Press release issued by Greif, Inc. on March 26, 2024, regarding its acquisition of Ipackchem Group SAS.

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: March 27, 2024	By	/s/ Gary R. Martz
Date: June 4, 2024	By	/s/ Gary R. Martz
		Gary R. Martz,Executive Vice President
		Gary R. MartzExecutive Vice President

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