DELAWARE, Ohio (August 27, 2025) – Greif, Inc. (NYSE: GEF, GEF.B), a global leader in industrial packaging products and services, today announced fiscal third quarter 2025 results.

As previously announced, on June 30, 2025, we entered into a definitive agreement to divest our containerboard business, including our CorrChoice sheet feeder system (the “Containerboard Business”), in an all-cash transaction for $1.8 billion to Packaging Corporation of America. The transaction is expected to close effective as of August 31, 2025, subject to customary closing conditions. As a result, the Containerboard Business is presented as discontinued operations beginning in the third quarter of 2025. Unless otherwise noted, the discussions and disclosure tables throughout this press release relate only to our continuing operations.

•Net income decreased 49.6% to $39.3 million or $0.67 per diluted Class A share compared to net income of $78.0 million or $1.35 per diluted Class A share primarily due to a $46.1 million gain from the divestiture of Delta Petroleum Company, Inc. during the third quarter of 2024 (the “Delta Divestiture”). Net income, excluding the impact of adjustments(1), increased 11.6% to $60.4 million or $1.03 per diluted Class A share compared to net income, excluding the impact of adjustments, of $54.1 million or $0.92 per diluted Class A share.

•Combined Adjusted EBITDA(2) increased 11% to $220.9 million compared to Combined Adjusted EBITDA of $199.4 million. Net income for the current period from continuing operations and discontinued operations was $39.3 million and $24.7 million, respectively, compared to $78.0 million and $9.1 million, also respectively.

•Adjusted EBITDA(3) increased 2.4% to $160.7 million compared to Adjusted EBITDA of $157.0 million.

•Net cash provided by operating activities increased by $123.1 million to a source of $199.9 million. Adjusted free cash flow(4) increased by $136.4 million to a source of $170.7 million.

•Total debt of $2,717.0 million decreased by $192.5 million. Net debt(5) decreased by $283.5 million to $2,431.8 million. Our leverage ratio(6) decreased to 3.1x from 3.6x in the prior year quarter.

•Signed definitive agreement for the sale of timberlands business for $462.0 million to Molpus Woodlands Group, subject to customary closing conditions, with the closing anticipated October 1, 2025.

•Previously announced planned sale of Greif’s Containerboard Business expected to close effective as of August 31, 2025.

•Continuing to make progress on cost optimization initiatives, with run-rate savings of $20.0 million achieved by the end of Q3 2025 and already at the midpoint of our committed $15 - $25 million range.

•Our Board of Directors declared quarterly cash dividends reflecting an increase of $0.02 per share on our Class A Common Stock and $0.03 per share on our Class B Common Stock, respectively, from the prior quarter’s dividends on such shares, continuing our Board’s commitment to increasing direct shareholder return while also continuing to invest in our business.

“Greif continued to execute this quarter, as evidenced in particular by our strong $171 million of adjusted free cash flow generation.” stated Ole Rosgaard, President and Chief Executive Officer of Grief. “While demand remains mixed, we are driving cash production, ramping up our cost optimization, and executing on portfolio changes all of which give us high confidence in achieving our long-term commitments and creating value for our investors.”

        

(1)    Adjustments that are excluded from net income before adjustments and from earnings per diluted Class A share before adjustments are acquisition and integration related costs, restructuring and other charges, non-cash asset impairment charges, (gain) loss on disposal of properties, plants and equipment, net, (gain) loss on disposal of businesses, net, and other costs.

(2)    See the financial schedules that are part of this release for a GAAP to Non-GAAP reconciliation of Adjusted EBITDA from discontinued operations and for the calculation of Combined Adjusted EBITDA.

(3)     Adjusted EBITDA is defined as net income, plus interest expense, net, plus other (income) expense, net, plus income tax (benefit) expense, plus depreciation, depletion and amortization expense, plus acquisition and integration related costs, plus restructuring and other charges, plus non-cash asset impairment charges, plus (gain) loss on disposal of properties, plants and equipment, net, plus (gain) loss on disposal of businesses, net, plus other costs.

(4)    Adjusted free cash flow is defined as net cash provided by operating activities, 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 Enterprise Resource Planning (ERP) systems and equipment, plus cash paid for other nonrecurring costs. The cash flows from Containerboard Business have not been segregated and are included within the adjusted free cash flow.

(5)    Net debt is defined as total debt less cash and cash equivalents.

(6)    Leverage ratio for the periods indicated is defined as adjusted net debt divided by trailing twelve month Adjusted EBITDA, each as calculated under the terms of the Company’s Second Amended and Restated Credit Agreement dated as of March 1, 2022, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2022 (the “2022 Credit Agreement”). As calculated under the 2022 Credit Agreement, adjusted net debt was $2,382.2 million and $2,608.5 million as of July 31, 2025 and July 31, 2024, respectively, and trailing twelve month Credit Agreement EBITDA was $775.1 million and $730.5 million as of July 31, 2025 and July 31, 2024, respectively. Credit Agreement EBITDA includes total company consolidated results, which includes continuing operations and discontinued operations, as approved by our creditors under the 2022 Credit Agreement.

Note: A reconciliation of the differences between all non-GAAP financial measures used in this release with the most directly comparable GAAP financial measures is included in the financial schedules that are a part of this release. These non-GAAP financial measures are intended to supplement, and should be read together with, our financial results. They 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 these non-GAAP financial measures.

Net sales are impacted mainly by the volume of products sold, selling prices and product mix, and the impact of changes in foreign currencies against the U.S. Dollar. The table below shows the percentage impact of each of these items on net sales for our primary products for the fiscal third quarter of 2025 as compared to the prior year quarter for the business segments indicated.

Net sales increased by $25.1 million to $339.8 million primarily due to $7.0 million attributable to higher volumes and $10.5 million from higher average selling prices and positive foreign currency translation impacts.

Gross profit increased by $10.1 million to $70.7 million. The increase in gross profit was primarily due to the same factors that impacted net sales, partially offset by higher raw material costs and higher manufacturing costs.

Operating profit decreased by $0.8 million to $8.8 million primarily due to higher SG&A expenses related to higher compensation expenses and higher restructuring and other charges, partially offset by the same factors that impacted gross profit.

Adjusted EBITDA decreased by $1.1 million to $39.4 million primarily due to the same factors that impacted operating profit.

Net sales decreased by $24.3 million to $399.8 million primarily due to $24.6 million attributable to lower volumes.

Gross profit increased by $0.7 million to $86.4 million. The increase in gross profit was primarily due to lower raw material costs, partially offset by the same factors that impacted net sales.

Operating profit increased by $1.4 million to $37.6 million primarily due to the same factors that impacted gross profit.

Adjusted EBITDA increased by $2.1 million to $47.7 million primarily due to the same factors that impacted gross profit.

Net sales decreased by $17.6 million to $308.0 million primarily due to $24.5 million attributable to lower volumes, partially offset by $6.8 million from higher published containerboard and boxboard prices.

Gross profit increased by $7.5 million to $75.4 million. The increase in gross profit was primarily due to lower raw material costs and lower manufacturing costs, partially offset by the same factors that impacted net sales.

Operating profit decreased by $12.7 million to $23.2 million primarily due to higher restructuring and other charges related to plant closures, partially offset by the same factors that impacted gross profit.

Adjusted EBITDA increased by $8.4 million to $65.5 million primarily due to the same factors that impacted gross profit.

Net sales decreased by $13.4 million to $87.1 million primarily due to a $14.3 million impact from the Delta Divestiture during the third quarter of 2024.

Gross profit decreased by $5.9 million to $24.8 million. The decrease in gross profit was primarily due to the Delta Divestiture.

Operating profit decreased by $51.5 million to $3.5 million primarily due to a $46.1 million gain from the Delta Divestitures during the third quarter of 2024 and the same factors that impacted gross profit.

Adjusted EBITDA decreased by $5.7 million to $8.1 million primarily due to the same factors that impacted gross profit.

During the third quarter, we recorded an income tax rate of 21.1 percent and a tax rate excluding the impact of adjustments of 22.4 percent. Calculating income tax expense during interim periods frequently causes fluctuations in our quarterly effective tax rates. For fiscal 2025, we expect our tax rate and our tax rate excluding adjustments to range between 27.0 to 32.0 percent.

On August 26, 2025, the Board of Directors declared quarterly cash dividends of $0.56 per share of Class A Common Stock and $0.84 per share of Class B Common Stock. Dividends are payable on October 1, 2025, to stockholders of record at the close of business on September 16, 2025.

                                                        

Note: Fiscal 2025 net income guidance, inclusive of both continuing and discontinued operations, the most directly comparable GAAP financial measure to Adjusted EBITDA, is not provided in this release due to the potential for one or more of the following, the timing and magnitude of which we are unable to reliably forecast: gains or losses on the disposal of businesses or properties, plants and equipment, net; non-cash asset impairment charges due to unanticipated changes in the business; restructuring and other related activities; acquisition and integration related costs; and ongoing initiatives under our Build to Last strategy. No reconciliation of the 2025 guidance estimate of Adjusted EBITDA, a non-GAAP financial measure which excludes restructuring and other charges, acquisition and integration related costs, non-cash asset impairment charges, (gain) loss on the disposal of properties, plants, equipment and businesses, net, and other costs, is included in this 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, we are unable to quantify certain amounts that would be required to be included in net income, the most directly comparable GAAP financial measure, without unreasonable efforts. A reconciliation of the 2025 guidance estimate of Adjusted free cash flow to fiscal 2025 forecasted net cash provided by operating activities, inclusive of both continuing and discontinued operations, the most directly comparable GAAP financial measure, is included in this release.

The Company will host a conference call to discuss third quarter 2025 results on August 28, 2025, at 8:30 a.m. Eastern Time (ET). Participants may access the call using the following online registration link: https://register-conf.media-server.com/register/BI117da9dd16e34a2c9a36e584f62df471. Registrants will receive a confirmation email containing dial in details and a unique conference call code for entry. Phone lines will open at 8:00 a.m. ET on August 28, 2025. A digital replay of the conference call will be available two hours following the call on the Company’s web site at http://investor.greif.com.

Bill D’Onofrio, Vice President, Corporate Development & Investor Relations, 614-499-7233. Bill.Donofrio@greif.com This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

The words “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “aspiration,” “objective,” “project,” “believe,” “continue,” “on track” or “target” or the negative thereof and similar expressions, among others, identify forward-looking statements. All forward-looking statements are based on assumptions, expectations and other information currently available to management. Although the Company believes that the expectations reflected in forward-looking statements have a reasonable basis, the Company can give no assurance that these expectations will prove to be correct. Such forward-looking statements are subject to certain risks and uncertainties that could cause the Company’s actual results to differ materially from those forecasted, projected or anticipated, whether expressed or implied.

Such risks and uncertainties that might cause a difference include, but are not limited to, the following: (i) historically, our business has been sensitive to changes in general economic or business conditions, (ii) our global operations subject us to political risks, instability and currency exchange that could adversely affect our results of operations, (iii) the current and future challenging global economy and disruption and volatility of the financial and credit markets may adversely affect our business, (iv) the continuing consolidation of our customer base and suppliers may intensify pricing pressure, (v) we operate in highly competitive industries, (vi) our business is sensitive to changes in industry demands and customer preferences, (vii) raw material shortages, price fluctuations, global supply chain disruptions and increased inflation may adversely impact our results of operations, (viii) energy and transportation price fluctuations and shortages may adversely impact our manufacturing operations and costs, (ix) we may encounter difficulties or liabilities arising from acquisitions or divestitures, (x) we may incur additional rationalization costs and there is no guarantee that our efforts to reduce costs will be successful, (xi) several operations are conducted by joint ventures that we cannot operate solely for our benefit, (xii) certain of the agreements that govern our joint ventures provide our partners with put or call options, (xiii) our ability to attract, develop and retain talented and qualified employees, managers and executives is critical to our success, (xiv) our business may be adversely impacted by work stoppages and other labor relations matters, (xv) we may be subject to losses that might not be covered in whole or in part by existing insurance reserves or insurance coverage and general insurance premium and deductible increases, (xvi) our business depends on the uninterrupted operations of our facilities, systems and business functions, including our information technology and other business systems, (xvii) a cyber-attack, security breach of customer, employee, supplier or Company information and data privacy risks and costs of compliance with new regulations may have a material adverse effect on our business, financial condition, results of operations and cash flows, (xviii) we could be subject to changes in our tax rates, the adoption of new U.S. or foreign tax legislation or exposure to additional tax liabilities, (xix) we have a significant amount of goodwill and long-lived assets which, if impaired in the future, would adversely impact our results of operations, (xx) changing climate, global climate change regulations and greenhouse gas effects may adversely affect our operations and financial performance, (xxi) we may be unable to achieve our greenhouse gas emission reduction target by 2030, (xxii) legislation/regulation related to environmental and health and safety matters could negatively impact our operations and financial performance, (xxiii) product liability claims and other legal proceedings could adversely affect our operations and financial performance, and (xxiv) we may incur fines or penalties, damage to our reputation or other adverse consequences if our employees, agents or business partners violate, or are alleged to have violated, anti-bribery, competition or other laws.

The risks described above are not all-inclusive, and given these and other possible risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. For a detailed discussion of the most significant risks and uncertainties that could cause our actual results to differ materially from those forecasted, projected or anticipated, see “Risk Factors” in Part I, Item 1A of our most recently filed Form 10-K and our other filings with the Securities and Exchange Commission.

All forward-looking statements made in this news release are expressly qualified in their entirety by reference to such risk factors. Except to the limited extent required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

(7) Adjusted EBITDA is defined as net income, plus interest expense, net, plus other (income) expense, net, plus income tax (benefit) expense, plus depreciation, depletion and amortization expense, plus acquisition and integration related costs, plus restructuring and other charges, plus non-cash asset impairment charges, plus (gain) loss on disposal of properties, plants and equipment, net, plus (gain) loss on disposal of businesses, net, plus other costs, which includes fiscal year-end change costs and share-based compensation impact of disposals of businesses.

(8) Combined Adjusted EBITDA is defined as Adjusted EBITDA, plus Adjusted EBITDA from discontinued operations. The calculation of Adjusted EBITDA from discontinued operations can seen the previous schedule.

SEGMENT ADJUSTED EBITDA(9)

(9) Adjusted EBITDA is defined as net income, plus interest expense, net, plus other (income) expense, net, plus income tax (benefit) expense, plus depreciation, depletion and amortization expense, plus acquisition and integration related costs, plus restructuring and other charges, plus non-cash asset impairment charges, plus (gain) loss on disposal of properties, plants and equipment, net, plus (gain) loss on disposal of businesses, net, plus other costs. However, because the Company does not calculate net income by segment, this table calculates Adjusted EBITDA by segment with reference to operating profit by segment, which, as demonstrated in the table of consolidated Adjusted EBITDA, is another method to achieve the same result.

ADJUSTED FREE CASH FLOW(10)

(10) Adjusted free cash flow is defined as net cash provided by operating activities, 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 other nonrecurring costs. The cash flows from Containerboard Business are included within adjusted free cash flow.

(11) Cash paid for integration related ERP systems and equipment is defined as cash paid for ERP systems and equipment required to bring the acquired facilities to Greif’s standards.

(12) Cash paid for other nonrecurring costs is defined as cash paid for fiscal year-end change costs and cost optimization.

The impact of income tax (benefit) expense and non-controlling interest on each adjustment is calculated based on tax rates and ownership percentages specific to each applicable entity.

(13) Adjustments to EBITDA are specified by the 2022 Credit Agreement and include equity earnings of unconsolidated affiliates, net of tax, certain acquisition savings, deferred financing costs, capitalized interest, income and expense in connection with asset dispositions, and other items.

(14) Adjustments to net debt are specified by the 2022 Credit Agreement and include the European accounts receivable program, letters of credit, balances for swap contracts, and other items.

(15) Leverage ratio is defined as Credit Agreement adjusted net debt divided by Credit Agreement adjusted EBITDA.

(16) Credit Agreement EBITDA includes total company consolidated results, which includes continuous operations and discontinued operations, as approved by our creditors.

August 26, 2025

Delaware, Ohio – August 26, 2025 – Greif, Inc. (NYSE: GEF, GEF.B), a global leader in industrial packaging products and services, announced today the upcoming retirement of Gary Martz, Executive Vice President, General Counsel and Corporate Secretary, after more than two decades of leadership and service. Mr. Martz will retire from Greif on November 30, concluding a distinguished career that shaped the very legal and operational foundations of the company.

Mr. Martz joined Greif in 2002 as the company’s first in-house counsel and went on to build a global function responsible for corporate governance, compliance, mergers and acquisitions, joint ventures, litigation, the company’s Global Real Estate Services, and other matters. Martz’s work has been integral to the company’s success, with his counsel critical in shaping Greif’s strategic growth and operational resilience over the years.

“Gary has been a foundational force at Greif,” said Ole Rosgaard, President and Chief Executive Officer. “His legal expertise, strategic vision, and deep institutional knowledge have been critical to our global success. His legacy will endure across every part of our business, and we thank him for his exceptional service and leadership.”

In addition to his legal responsibilities, Mr. Martz has held numerous operational and leadership roles at Greif, including President of the Land Management business, interim Chief Administrative Officer for Finance, and Chief Human Resources Officer. His versatility and commitment to Greif’s core values have earned him the respect and admiration of colleagues across the organization.

Prior to joining Greif, Mr. Martz was a partner at Baker & Hostetler LLP in Cleveland, Ohio, where he built a successful legal practice focused on corporate and commercial law. He earned his Juris Doctor from The Ohio State University Michael E. Moritz College of Law and holds a bachelor’s degree from the University of Toledo.

Dennis Hoffman will assume the role of Senior Vice President, General Counsel and Secretary, effective October 1. Mr. Hoffman, who currently serves as Vice President and Deputy General Counsel for Greif, brings extensive experience in corporate law, governance, mergers and acquisitions, joint ventures, and environmental compliance, among other matters, and has worked closely with Gary over the last 15 years. His deep institutional knowledge, business-focused approach, and unwavering commitment to Greif’s values position him ideally to lead the company’s legal function into its next chapter.

Director, Corporate Communications

tj.struhs@greif.com | +1 (207) 956-2304

Greif, Inc.
Fiscal Third Quarter 2025 Earnings Results Conference Call

Ole G. Rosgaard – Greif, Inc., President, Chief Executive Officer & Director

Lawrence A. Hilsheimer – Greif, Inc., Chief Financial Officer & Executive Vice President

Bill D'Onofrio – Greif, Inc., Vice President, Investor Relations & Corporate Development

Gabrial Shane Hajde – Wells Fargo Securities, LLC, Research Division

George Leon Staphos - BofA Securities, Research Division

Ghansham Panjabi - Robert W. Baird & Company, Incorporated, Research Division

Matthew Burke Roberts – Raymond James & Associates, Inc., Research Division

Niccolo Andreas Piccini – Truist Securities, Inc., Research Division

Good day, and thank you for standing by. Welcome to the Greif, Inc. Third Quarter 2025 Earnings Conference Call.

Please be advised that today's conference is being recorded.

I would now like to hand the conference over to your speaker today, Bill D'Onofrio, Vice President of Investor Relations and Corporate Development. Please go ahead.

Vice President of Investor Relations & Corporate Development

Good morning, everyone, and thank you for joining Greif's Fiscal Third Quarter 2025 Earnings Conference Call. Today, our CEO, Ole Rosgaard, will provide a strategy and market update, followed by our CFO, Larry Hilsheimer, with a review of our financial results.

Please turn to Slide 2. In accordance with Regulation Fair Disclosure, please ask questions regarding topics you can consider important because we are prohibited from discussing material nonpublic information with you on an individual basis. During today's call, we will make forward-looking statements involving plans, expectations and beliefs related to future events. Actual results could differ materially from those discussed.

We will be referencing certain non-GAAP financial measures and a reconciliation to the most directly comparable GAAP metrics that can be found in the appendix of today's presentation. This quarter's results reflect our planned containerboard business divestment within discontinued operations. Unless otherwise noted, the financials and commentary presented today will relate to our continuing operations.

I'll now hand the call over to Ole on Slide 3.

Thank you, Bill, and good morning, everyone. Thank you for joining us. At the outset, I want to recognize our 14,000 colleagues around the world. Their execution discipline, bias for action and commitment to our strategy make the difference. While all colleagues' contributions are meaningful, today, I want to briefly go off script to recognize one in particular. Gary Martz, Executive Vice President, General Counsel and Secretary to Greif will be retiring later this year. Gary is a cornerstone example of what makes Greif so special. Over a distinguished 20+ year career at Greif, he has impacted so many lives through his work.

For myself, Gary has been a constant source of servant leadership, reason, coaching and strategic vision. I know that both I personally and Greif colleagues globally are foundationally better because of his guidance. I'm sitting in the room with him right now, and I can see from his face that even now, he prefers to be recognized only as part of the greater Greif team. But today, we need to recognize him as an individual, too. Gary, thank you for everything you have done for us and best wishes for your upcoming retirement.

Executive VP, General Counsel & Secretary Dennis Hoffman, Greif's Deputy General Counsel, will assume Gary's role effective October 1.

Thank you, Ole.

Dennis has worked closely with Gary for the last 15 years, and we have full confidence in his ability to carry on Gary's legacy of legal excellence. Thank you both for your commitment to Greif.

Now back to the quarter. We're taking cost out and transforming the business. At times, that work can be uncomfortable. But our people know that is how the company grows, moves from good to great and ultimately creates shareholder value. We continue to accelerate our portfolio transformation and cost optimization. The divestment of our containerboard business is planned to close at the end of the month and our planned timberland divestment is set for October 1 for favorable tax planning purposes. Cash proceeds net of tax for these transactions will be approximately $1.75 billion, which we anticipate will put our leverage ratio below 1.2x. These divestitures sharpen our portfolio to concentrate our efforts on markets where we have the greatest ability to grow and deliver margin expansion, capital efficiency and durable shareholder returns.

Additionally, as of Q3, we have achieved $20 million in run rate savings towards our $15 million to $25 million fiscal 2025commitments, about $15 million of which is SG&A and the remainder through network optimization, such as the Merced, California closure, which was announced earlier in August. Another key component of our cost optimization is operating efficiency gains. To that end, we want to highlight a smaller but equally meaningful change occurring in one of our shop floors. Recently, our colleagues in the Welcome, North Carolina tube and core plant improved process efficiency related to changeovers, which improved line efficiency by over 40%. At Investor Day, we spoke about the aggregation of marginal gains. This is a great example. The stand-alone impact of this project is not material to Greif as a whole, but when all facilities take the same mindset and drive from good to great, it will really move the needle. It is regular wins like this that daily increase our conviction in outpacing our stated $100 million cost reduction commitment.

Please turn to Slide 4. Our Q3 results once again show that the markets we've chosen to invest in are the most resilient even in a mixed macro environment. Customized polymer volumes were up 2.2%, led by low double-digit growth in small containers, offset by mid-single-digit declines in IBCs and large drums. Our focused end markets, Agrochemicals, Pharma, Flavor & Fragrance and Food & Bev continued to outperform, underscoring the power of our portfolio shift.

Durable metals volumes declined 5.8%, reflecting low double-digit softness in North America and low single-digit declines in EMEA. Housing and petrochemicals have been sluggish all year, and bulk chemical markets trended downwards in Q3, which also drove softness in EMEA. Our strategy in this business remains value over volume and cash generation, which is evident in our improved year-over-year gross profit margins.

Sustainable fiber volumes declined 7.6%. URB Mills operated at above 90% capacity. However, converting was mixed with tube and core down low single digits and fiber drums down high single digits due to sluggish North American industrial end markets.

Integrated Solutions volumes grew 2.6%, led by strong volumes in recycled fiber. So from a big picture point of view, our volume performance clearly shows our strategy is working. But for the time being, customer sentiment remains cautious and the macro economy as a whole is not robust. We will consider that operating environment as we look to full year 2026 guidance next quarter.

Larry, please take over on Slide 5.

Thank you, Ole. Hello, everyone. As a reminder, the Q3 financials are presented excluding the containerboard divestment, except for free cash flow, which compares total operations to prior year total operations. Adjusted EBITDA dollars increased $4 million, while EBITDA margins increased 70 basis points, driven by improved price/cost in our Fiber, Polymers and Integrated segments, which more than offset volume softness across the portfolio. Free cash flow rose by almost 400% to $171 million in the quarter. This result once again demonstrates the resilience of our business model regardless of macroeconomic conditions.

Please turn to Slide 6. In Polymers, sales improved on volume, price and mix with growth concentrated in our target end markets.Gross profit dollars increased by over $10 million and gross margins increased 150 basis points as we continue to drive structural cost improvement through Greif Business System 2.0. Metals saw lower sales from both price and volume as industrial demand softness persisted in North America and increased in EMEA. Gross profit dollars were about flat, but gross margin was up due to value over volume discipline and Greif Business System 2.0 gains. Fiber sales were down due to the converting demand softness Ole spoke of,however, gross profit dollars were up $8 million and gross margins were up 360 basis points due to better RISI published price/cost dynamics. Integrated Solutions, excluding the prior year impact of the Delta divestment was about flat on both sales and gross profit with gross margin down 160 basis points due to product mix.

Please turn to Slide 7 to discuss guidance. Our revised 11-month guidance midpoint of $730 million of EBITDA is raised $5 million from the previous low end to current midpoint and revised free cash flow midpoint of $310 million is raised $30 million from our previous low end to current midpoint. The increase in EBITDA is due primarily to better SG&A from cost optimization gains, while our price cost and volume assumptions are largely unchanged. The increase in free cash flow is primarily from the EBITDA increase plus lower expected CapEx spend, which is timing related to ongoing maintenance and growth projects.

As the containerboard divestment is not finalized, we have not adjusted full year guidance for the impact of the divestment. Our combined adjusted EBITDA guidance includes a contribution of $122 million in sales and $25 million of EBITDA in each August and September related to containerboard, which is driven by the prime season for our profitable triple wall business. This is in addition to the Q3 year-to-date contribution of $872 million of sales and $168 million of EBITDA from containerboard.

I'll now turn it back to Ole for closing on Slide 8.

Thanks, Larry. We are executing our Build to Last strategy with discipline and conviction, reshaping the portfolio, optimizing our cost structure and leaning into markets where our competitive advantages are strongest. We're doing this at a time when demand recovery is still ahead of us, which means that as volumes return, the operating leverage in our business will be significant. This only strengthens our confidence in achieving our 2027 commitments and in our ability to consistently deliver lasting value for our customers, our colleagues and importantly, our shareholders.

Operator, will you please open the lines for questions? Our first question will be coming from George Staphos of Bank of America Securities, Inc.

Congratulations to Gary and Dennis as well.

Nice touch, Ole. From my vantage point, I had a few questions. Number one, can you tell us how much of the guidance raise for the year was related to containerboard? I know you said it was really SG&A, but was there any notable change there relative to containerboard?

Second question, can you tell us about price cost trends as we're entering the fiscal fourth quarter and really kind of the horizon into '26. To the extent you can comment relative to metal.

And then lastly, I know you were happy with the growth in your targeted areas in polymers, but I was a little bit surprised to see some weakness in IBC. And so can you tell us how trends, maybe it's in EMEA, are starting to affect the polymers business?

George, I'll let Ole address the polymer stuff. But first on your guidance question, no containerboard impact in raising that played through as we expected. Generally, the guidance raise, realizing that was off of our low end, some of the detriment we've seen in what's going on in metals worldwide actually probably brought us down from what we would hope for. The raise is primarily related to SG&A cost reductions taken relative to our optimization plan. On the metals pricing going into the year, steel costs have been relatively flat at this point. We don't really see any inflections going on. So we don't expect anything with significant index changes going into the calendar quarter are now new first quarter, we don't anticipate anything significant, George. And I'll turn it over to Ole on the polymer question.

Yes. On the polymer, the growth markets, George, the ones I mentioned earlier, Food & Bev, Agrochemical in particular, where we are the global leader. We expect that -- those demand trends that we've seen simply to continue. And just to comment on metal as well. The metal index has been largely stable through Q3, and we don't see any impact expected going forward from that as well.

Yes. I'll supplement one thing, George, and I made this in my comments, we had anticipated containerboard being good in this last part of the year because this is the time of year when people are harvesting watermelons and pumpkins and buying their triple wall boxes for those things going into the grocery stores and stuff. So these months are always our most profitable in that part of the business.

Okay. Just a point of clarification, if I could, and I'll turn it over. One, do you have a sense of what the current normalized EBITDA would be for containerboard? I mean we can add up what you've reported with what is coming up.

I look at trailing twelve months through July, George, was [$218] million [note: this was an inadvertent misstatement, which was corrected later in the call, but the correct number is $227 million]. So it was $211 million when we cut the deal and [$218] million [correct number is $227 million] . It's $25 million per month right now, but that's a high-end kind of number. Our former first quarter was always the weakest. And so that pattern, I'm sure will continue for PCA to address with you.

Okay. And EMEA has not had an effect on the Polymers business so far in Industrial? You didn't really talk about IBCs.

No, it's -- the main segments that are down, just have a look at it, and you know that, George, the large chemical companies out there, just look at their last earnings, and that's kind of how the market is at the moment, whether it's in EMEA or North America. But North America is the weakest.

Yes. And IBCs, like we said, were down, offset by double-digit growth in the small polymer product.

And our next question will be coming from Michael Roxland of Truist.

This is Nico Piccini on for Michael Roxland. I guess just first off, congrats on the strong cash flow performance thus far this year. Just curious on how you think the business should perform from a cash generation perspective following the divestitures and how do you weigh capital allocation opportunities at your forecasted lower leverage ratio?

Yes. I mean we -- all of our businesses are generally fairly consistent in terms of their cash flow generation. So we don't really anticipate anything shifting. As we've said consistently, our objective is to be a 50% free cash flow generator relative to our performance. So we're on that path, obviously, north of 40% this time and the businesses that we'll acquire have to meet that 50+% free cash flow conversion unless there's some other compelling -- if we bought a 30+% margin business that was capital intensive and it was 40%, we'd be happy, okay? So we expect cash flow generation to be good. Clearly, with the debt paydown, we're capital flush. That said, our biggest constraint on deploying capital has always been human capital to get the projects done. We did see a drop-off in our CapEx for this quarter.

Frankly, part of that was because in our original guidance, we had stuff for the containerboard business, which obviously some of that we cut out because it didn't make sense for the new buyer and that kind of thing. So that helped us do it. And we backed up strategically and said, let's look at our portfolio of projects and prioritize things, and then we had some delays with deliveries on equipment and that kind of thing. So -- we expect the proceeds of the two transactions to save us interest cost if we do no acquisitions next year, about $120 million.

Part of that's related just to the timing of when we can pay taxes. We mentioned that we're doing the Soterra deal on October 1 for tax reasons. That's because by moving it 1 day into that year, it saves us $13 million of tax permanently, saves us about $4 million on a timing of our payments element. And there's actually some other tax savings in the future related to that. All that means we're going to have lots of capital available to deploy against high-return organic CapEx projects. And so we've been exploring a lot of those along with our acquisition pipeline.

And Nico, let me just lay out the allocation priorities we have. Obviously, the first one is dividends, safety and maintenance of our equipment. And after that is debt paydown, but obviously, we're in a very good place now with our leverage. And then the significant last one is organic growth. And as Larry mentioned, we have a solid pipeline of opportunities for organic growth that we're working on.

Got it. That was very helpful. Just following up maybe on the EBITDA guidance discussion. Can you just help me frame how that top end is hit and if that's just better performance on the SG&A cost out? Or is that maybe a volume return?

You sort of broke up there, Nico.

Sorry. Yes. Just on the high end of the EBITDA guidance, is reaching that more dependent on the SG&A and cost out?

No, it's -- that's pretty much locked. That range is really just dependent on volume of what happens in the month. I mean it's a very tight range, obviously. And it's just giving us a range therefore, if volume is up or volume is down. That's really the only flex in there. There's minor other items, but that's the majority item.

And our next question will be coming from Ghansham Panjabi of Baird.

I guess going back to the question on capital allocation. Ole, as you think about the balance sheet you have and all the many decisions you've made in terms of portfolio adjustments in the last few months, is increasing your exposure to perhaps more defensive end markets a strategic priority for you as you consider acquisitions? Or how should we think about -- maybe are you looking at a different vertical as it relates to the portfolio, et cetera? Just give us a bit more from a strategic standpoint, your thoughts as it relates to that.

I mean, as we laid out on Investor Day, the -- we started off with the end markets. That's where we start looking. How big are the end markets and which end markets are growing faster than GDP in general. And those are the ones I mentioned, the Food & Bev, Agrochemical, the Pharma and so on. And then after that, we then look at what products are sold into those end markets that are part of our core business. And that is our polymer-based containers and caps and closures. And that's really where our focus is. Of course, we have a legacy business in Durable Metals and so on. And that's also core business, and we maintain that. But generally, that, as you know, is our cash cow and all the cash and the earnings we generate there, we invest in these growth markets.

Okay. And then as it relates to guidance, just given there's so much going on with your divestitures and also you're changing the number at your fiscal year, et cetera, is it as simple as $730 million at the midpoint of guidance for EBITDA for 2025 for 11 months and then you would strip out the containerboard impact, which is $168 million and then adjust obviously for 12 months. Is that how we should think about a baseline for the starting point for next year?

Yes. I think generally, I mean, obviously, we've got our cost optimization, and we should realize $25 million or so in '26. And then we already said we'd have a run rate of $50 million to $60 million coming out of next year. So that's the other element that would go into it, Ghansham.

Okay. Perfect. And then just finally, as it relates to the operating environment, again, a lot of event-driven uncertainty with tariffs, et cetera. Is there any change that you see plus or minus as it relates to perhaps your view when you last reported as it relates to the operating environment as you dug through the various regions you're exposed to?

If you mean in relation to tariffs, not really. Tariffs -- the impacts that we see from tariffs is still well below $10 million. It's not material for us. And remember, we tend to -- I mean, operating in 40 countries, we source locally, we manufacture locally, we sell locally. So it's not really something that has an impact on us.

And in terms of the demand environment for your customers as it relates to tariffs, any change there, good or bad?

That's a little bit harder. We don't really -- we haven't really seen any changes yet. But obviously, some of our large chemical customers, it's very clear that they are not doing so well, and that's something we're following very closely. And I can say that if you look at the regions, North America and EMEA, they have remained soft. And we haven't really seen any significant change. The biggest change is really on polymers and especially the chosen strategy we have. We see that that's where the growth has been, and it clearly demonstrates that our strategy is the right one.

Our next question will be coming from Gabe Hajde of Wells Fargo.

I want to revisit the kind of starting point for '26, and I recognize you're not giving '26 guidance. But I thought the $730 million number, it technically includes another, I guess, $50 million from August and September in there. So really, we're kind of talking about, like you said, a $218 million number or $220 million. So $730 million less $220 million is a starting point, and then we got to annualize it, so 11 months to 12. Is that correct?

Yes, that's correct. Yes. I was -- yes, I missed that on Ghansham's question. You're right on that, Gabe.

Okay. Well, there's a lot of moving parts. So we're just trying to keep our bearings over here. The other one, a little late in the call, I think you guys had bought out, I saw in the cash flow statement, a minority or a noncontrolling interest to the tune of $40 million. What was that?

That was on our North American IBC recycling business that we had purchased 3 years ago.We bought out the remainder of it.

Yes, we owned 80%, and we bought out the remaining 20%.

Perfect. And last one for me. It seemed like at the Investor Day, the pipeline was pretty full on M&A. And I appreciate that these things can move around and you don't necessarily dictate when people are ready to sell. But can you talk about maybe just broadly the market for M&A and things that you're working on?

I would say the same, as we said last time, we have a very, very solid pipeline. We have tuck-ins. We have larger ones, and we continue to be in close dialogue with the owners of all those businesses. We don't dictate when things are happening. We don't know that, but it's important that we stay close to it. And the people we talk to and the companies we look at, they all fit our strategy. And just to remind you is within Polymers, we are looking at businesses that at least generates 18% EBITDA margin and that has a 50% free cash flow conversion. And they operate in these four growth end markets that I mentioned earlier that when things come up, we're ready to move. But at the moment, we're very pleased with where we are with the leverage that we have created.

Our next question will be coming from Matt Roberts of Raymond James.

You spent some time already talking about capital allocation, but maybe I'll try again. So given your leverage, so add the Land, you'd be at 1.2x. I mean that's well below the long-term 2 to 2.5x range. So what is an upper leverage range you would be comfortable with following any potential deal? And as you look at those target markets, whether that's pharma or other ones, how do asking multiples compare to prior deals you've done? And given where volumes are currently and the commitment to $1 billion in EBITDA in '27, does that 1.2x leverage figure allow for a greater immediacy or appetite for a more transformative deal?

Yes. So Ole obviously has already gone through the target markets that we're involved with in the M&A pipeline. And we're focused on that. We're not aware of any transformational deals on the market right now. So I mean, we don't see anything that's a $3 billion deal or anything, kind of thing. In terms of our leverage ratio, we like to target in that 2 to 2.5x. But as we've shown previously, if we can find the right strategic fit in businesses that have the free cash flow generation that we look for, that allows us to pay down debt pretty rapidly.

As you've seen, our debt ratio has come from 3.6x to 3.1x in the three quarters this year. So we address that leverage ratio pretty rapidly. So we could do a $1 billion deal now and still be within our target ratio range. You do a $2 billion -- $3 billion deal and still be back in it very rapidly if we have businesses that meet the criteria we're looking at. And we're only going to buy businesses that meet the criteria. So it's really just going to be dependent on when things come to market, are they good strategic fit. We've said this before, but we've been down the aisle of marriage on deals a couple of times now. And at the end, we ran away from the church because we -- as much as it looked attractive going in, we figured out the bride was pretty ugly at the end. So we'll keep looking for the pretty bride.

Very good Larry. I appreciate the color there. Great analogy. Switching gears, if you could stay on the same analogy, that would be great. Fiber, you've seen a lot of moving pieces there, containerboard coming out, land out, drums are now in this segment since you've re-segmented. So with the $218 million coming out in containerboard in 11 months, I mean, how should we think about what's remaining in that fiber business in '26 in terms of margin or driving cost out of that business, recognizing there's still some price to flow through? Just any color you could give there on that fiber for 2026.

I'll make a comment and then Ole can add on. I mean, one of the key tenets of our strategy that we've talked about before, but we haven't talked about today is we want to be #1 or #2 in a market. And we are #1 in fiber drums in the U.S., and we're #2 in our URB business. So we like those positions because it means you're a market leader on what's going on and not the back end of the tail of the dog like maybe we were in containerboard. So we like the dynamics of the business right now, the demand on the fiber drum part is weak because of industrial.

Yes. I can't come up with an analogy like Larry. But if you look at our URB business, we are clearly one of the leaders in that business, and we like that business. And that's primarily tube and core, but then we have our fibre drums as well. So our URB capacity right now is around 630k tons. We have some CRB capacity, 65k tons, but that's a swing mill that we can swing to URB. So our focus is really on URB where we are well integrated into our converting assets.

Okay. That's all very helpful. And maybe if I could squeeze just one more in here. On Integrated Solutions, that margin came in lower in 3Q, volumes are still up. So what drove the variance in margin quarter-over-quarter within that segment? And what is expected on a go-forward basis to get that back above 20%? And in that Integrated Solutions. I mean you discussed potential investments in closures as well. How do you think about maybe longer-term external sales impacting the longer-term growth rate in that Integrated Solutions business, if material at all?

Yes. OCC was the big driver of the margin squeeze as the paper industry has picked up a bit, obviously, our recycled fiber business has been selling more, but we all know where OCC cost is. And the big value to us of that business is having a secure supply chain of OCC, which you remember, it seems like another age in history now, but a number of years ago, everybody was struggling to find OCC. So you want to make sure you have that to support the primary business. And with respect to margins, one of the reasons that we really like caps and closures is it's one of our better margin businesses. And every target that we're looking at in caps and closures would significantly exceed the target levels that we talk about in our M&A strategy.

And I would now like to turn the conference back to Ole Rosgaard for closing remarks.

Thank you, operator, and thank you again for all your thoughtful questions today. I want to leave you with this. Greif today is a fundamentally stronger, more focused and more resilient company than ever before. We are simplifying our portfolio. We're strengthening our balance sheet and unlocking significant efficiencies that will create durable shareholder returns. We are not waiting for the macroeconomic environment to improve. We are creating our own path forward with execution discipline, a bias for action and a clear Build to Last strategy. As demand recovers, our sharpened portfolio and operating leverage will amplify results. We have line of sight to our 2027 commitments, and I'm confident that the actions we are taking now will position Greif to deliver outsized value for years to come. To put it simply, Greif is a company you can invest in with confidence. Thank you.

And this concludes today's conference call. Thank you for participating. You may now disconnect.