Silgan Holdings SLGN Form 10-Q filing Q1 FY2026

Page No.

Part I. Financial Information 3

Item 1. Financial Statements 3

Condensed Consolidated Balance Sheets atMarch31, 2026and 2025and December 31, 2025#ib0f7994898d643099069869ba15e9e7d_16 3

Condensed Consolidated Statements of Income for the threemonths endedMarch 31, 2026and 2025 4

Condensed Consolidated Statements of Comprehensive Income for the threemonths endedMarch 31, 2026and 2025 5

Condensed Consolidated Statements of Cash Flows for thethreemonths endedMarch 31, 2026and 2025 6

Condensed Consolidated Statements of Stockholders’ Equity for the threemonths endedMarch 31, 2026and 2025 7

Notes to Condensed Consolidated Financial Statements 8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18

Item 3. Quantitative and Qualitative Disclosures About Market Risk 27

Item 4. Controls and Procedures 27

Part II. Other Information 28

Item 5. Other Information 28

Item 6. Exhibits 28

Signatures 29

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Part I. Financial Information

Item 1. Financial Statements

SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

See accompanying notes.

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SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the three months ended March 31, 2026 and 2025

(Dollars and shares in thousands, except per share amounts)

(Unaudited)

See accompanying notes.

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SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the three months ended March 31, 2026 and 2025

(Dollars in thousands)

(Unaudited)

See accompanying notes.

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SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three months ended March 31, 2026 and 2025

(Dollars in thousands)

(Unaudited)

See accompanying notes.

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SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the three months ended March 31, 2026 and 2025

(Dollars and shares in thousands, except per share amounts)

(Unaudited)

See accompanying notes.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2026 and 2025 and for the

three months then ended is unaudited)

Note 1. Significant Accounting Policies

Basis of Presentation. The accompanying unaudited condensed consolidated financial statements of Silgan Holdings Inc., or Silgan, have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying financial statements include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. The results of operations for any interim period are not necessarily indicative of the results of operations for the full year.

The Condensed Consolidated Balance Sheet at December 31, 2025 has been derived from our audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements.

You should read the accompanying condensed consolidated financial statements in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Note 2. Revenue

The following tables present our revenues disaggregated by reportable segment and geography as they best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Revenues by segment for the three months ended March 31 were as follows:

Revenues by geography for the three months ended March 31 were as follows:

Our contract assets primarily consist of unbilled accounts receivable related to over time revenue recognition and were $114.0 million, $115.3 million, and $112.5 million as of March 31, 2026 and 2025 and December 31, 2025, respectively. Unbilled receivables are included in trade accounts receivable, net on our Condensed Consolidated Balance Sheets. We have entered into various supply chain financing, or SCF, arrangements with financial institutions pursuant to which we sell receivables of certain customers to such financial institutions without recourse and accelerate payment in respect of such receivables sooner than provided in the applicable supply agreements with such customers. Receivables sold under these arrangements totaled $216.1 million and $225.7 million for the three months ended March 31, 2026 and 2025, respectively.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2026 and 2025 and for the

three months then ended is unaudited)

Note 3. Rationalization Charges

We continually evaluate cost reduction opportunities across each of our segments, including rationalizations of our existing facilities through plant closings and downsizings. We use a disciplined approach to identify opportunities that generate attractive cash returns. Rationalization charges by segment for the three months ended March 31 were as follows:

Activity in reserves for our rationalization plans were as follows:

Non-cash asset write-downs were the result of comparing the carrying value of certain facilities and production related equipment to their fair value using estimated future discounted cash flows, a Level 3 fair value measurement (see Note 7 for information regarding a Level 3 fair value measurement).

Rationalization reserves as of March 31, 2026 were recorded in our Condensed Consolidated Balance Sheet as accrued liabilities of $21.0 million and other liabilities of $24.0 million. Excluding the impact of our withdrawal from the Central States, Southeast and Southwest Areas Pension Plan, or the Central States Pension Plan, in 2019, remaining expenses and cash expenditures for our rationalization plans are expected to be $18.1 million and $38.1 million, respectively. Remaining expenses for the accretion of interest for the withdrawal liability related to the Central States Pension Plan are expected to average approximately $0.7 million per year and be recognized annually through 2040, and remaining cash expenditures for the withdrawal liability related to the Central States Pension Plan are expected to be approximately $2.6 million annually through 2040.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2026 and 2025 and for the

three months then ended is unaudited)

Note 4. Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss is reported in our Condensed Consolidated Statements of Stockholders’ Equity. Amounts included in accumulated other comprehensive loss, net of tax, were as follows:

The amounts reclassified to earnings from the unrecognized net defined benefit plan costs component of accumulated other comprehensive loss for the three months ended March 31, 2026 were net (losses) of $(1.6) million, excluding income tax benefits of $0.3 million. For the three months ended March 31, 2026, these net (losses) consisted primarily of amortization of net actuarial (losses) of $(1.6) million. Amortization of net actuarial losses and net prior service cost was recorded in other pension and postretirement income in our Condensed Consolidated Statements of Income. See Note 10 for further information.

The amounts reclassified to earnings from the change in fair value of derivatives component of accumulated other comprehensive loss for the three months ended March 31, 2026 were not significant.

Other comprehensive income before reclassifications related to foreign currency translation for the three months ended March 31, 2026 consisted of (i) foreign currency (losses) related to translation of quarter end financial statements of foreign subsidiaries utilizing a functional currency other than the U.S. dollar of $(25.2) million and (ii) foreign currency gains related to our net investment hedges of $31.3 million, excluding an income tax provision of $(7.6) million. See Note 7 for further discussion.

Note 5. Inventories

Inventories consisted of the following:

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2026 and 2025 and for the

three months then ended is unaudited)

Note 6. Long-Term Debt

Long-term debt consisted of the following:

At March 31, 2026, the current portion of long-term debt consisted of $405.0 million of U.S. revolving loans, $489.7 million of Euro revolving loans and $51.8 million of Euro term loans under our amended and restated senior secured credit facility, as amended, or the Credit Agreement, $38.3 million of other foreign bank revolving and term loans and $3.5 million of finance leases.

On February 3, 2026, we prepaid $42.5 million principal amount of outstanding U.S. term loans under the Credit Agreement with cash on hand.

On March 6, 2026, we entered into the Sixth Amendment to Amended and Restated Credit Agreement, or the Sixth Amendment, with the lenders party to the Credit Agreement and Wells Fargo Bank, National Association, as administrative agent. The Sixth Amendment amended the Credit Agreement to improve the interest rate margin grid for term loans and eliminate the credit spread adjustments effective March 6, 2026 for Term SOFR Loans, Daily Simple RFR Loans and Term CORRA Loans (each as defined in the Credit Agreement). Effective with the Sixth Amendment, the margin for term loans maintained as Eurocurrency Rate Loans and RFR Loans (each as defined in the Credit Agreement) was 1.25 percent, and the margin for term loans maintained as Base Rate Loans (as defined in the Credit Agreement) was 0.25 percent. In accordance with the Sixth Amendment, the margin for term loans and revolving loans will be reset quarterly after March 31, 2026 based upon our Total Net Leverage Ratio (as defined in the Credit Agreement) as provided in the Credit Agreement. The range for the applicable margin for term loans will be 0.00 percent to 0.50 percent for Base Rate Loans and 1.00 percent to 1.50 percent for Eurocurrency Rate Loans and RFR Loans.

On March 31, 2026, we repaid all $500.0 million aggregate principal amount of our outstanding 1.4% Senior Secured Notes due 2026, or the 1.4% Notes, at 100 percent of their principal amount plus accrued and unpaid interest to the repayment date. We funded this repayment with revolving loan borrowings under the Credit Agreement and cash on hand. As a result of such redemption and satisfaction and discharge of the indenture for the 1.4% Notes (including the discharge of the guarantees therein of the 1.4% Notes by our U.S. subsidiaries that also guarantee our obligations under the Credit Agreement), the guarantees of the 4⅛% Senior Notes, the 2¼% Senior Notes and the 4¼% Senior Notes by our U.S. subsidiaries that also guarantee our obligations under the Credit Agreement were automatically released and discharged on March 31, 2026.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2026 and 2025 and for the

three months then ended is unaudited)

Note 7. Financial Instruments

The financial instruments recorded in our Condensed Consolidated Balance Sheets include cash and cash equivalents, trade accounts receivable, trade accounts payable, debt obligations and swap agreements. Due to their short-term maturity, the carrying amounts of trade accounts receivable and trade accounts payable approximate their fair market values. The following table summarizes the carrying amounts and estimated fair values of our other financial instruments at March 31, 2026:

Fair Value Measurements

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). GAAP classifies the inputs used to measure fair value into a hierarchy consisting of three levels. Level 1 inputs represent unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 inputs represent unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. Level 3 inputs represent unobservable inputs for the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Financial Instruments Measured at Fair Value

The financial assets and liabilities that were measured on a recurring basis at March 31, 2026 consisted of our cash and cash equivalents and derivative instruments. We measured the fair value of cash and cash equivalents using Level 1 inputs. We measured the fair value of our derivative instruments using the income approach. The fair value of our derivative instruments reflects the estimated amounts that we would pay or receive based on the present value of the expected cash flows derived from market interest rates and prices. As such, these derivative instruments were classified within Level 2.

Financial Instruments Not Measured at Fair Value

Our bank debt, 4⅛% Senior Notes, 2¼% Senior Notes and 4¼% Senior Notes were recorded at historical amounts in our Condensed Consolidated Balance Sheets, as we have not elected to measure them at fair value. We measured the fair value of our variable rate bank debt using the market approach based on Level 2 inputs. Fair values of the 4⅛% Senior Notes, 2¼% Senior Notes and 4¼% Senior Notes were estimated based on quoted market prices, a Level 1 input.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2026 and 2025 and for the

three months then ended is unaudited)

Derivative Instruments and Hedging Activities

Our derivative financial instruments were recorded in the Condensed Consolidated Balance Sheets at their fair values. Changes in fair values of derivatives are recorded in each period in earnings or comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction.

We utilize certain derivative financial instruments to manage a portion of our interest rate and natural gas cost exposures. We generally limit our use of derivative financial instruments to interest rate and natural gas swap agreements. We do not engage in trading or other speculative uses of these financial instruments. For a financial instrument to qualify as a hedge, we must be exposed to interest rate or price risk, and the financial instrument must reduce the exposure and be designated as a hedge. Financial instruments qualifying for hedge accounting must maintain a high correlation between the hedging instrument and the item being hedged, both at inception and throughout the hedged period.

We also utilize certain internal hedging strategies to minimize our foreign currency exchange rate risk. Net investment hedges that qualify for hedge accounting result in the recognition of foreign currency gains or losses, net of tax, in accumulated other comprehensive loss.

Interest Rate Swap Agreements

As of March 31, 2026 and December 31, 2025, we had outstanding $300 million aggregate notional principal amount of U.S. dollar interest rate swap agreements with a weighted average fixed rate of 3.90 percent and €685.0 million aggregate notional principal amount of Euro interest rate swap agreements with a weighted average fixed rate of 2.43 percent. These agreements were entered into with financial institutions which are expected to fully perform under the terms thereof. The difference between amounts to be paid or received on our interest rate swap agreements is recorded in interest and other debt expense in our Condensed Consolidated Statements of Income and was not significant for the three months ended March 31, 2026. The total fair value of our interest rate swaps agreements in effect at March 31, 2026 was not significant.

Natural Gas Swap Agreements

We have entered into natural gas swap agreements to manage a portion of our exposure to fluctuations in natural gas prices. The difference between amounts to be paid or received on our natural gas swap agreements is recorded in cost of goods sold in our Condensed Consolidated Statements of Income and was not significant for the three months ended March 31, 2026. These agreements are with a financial institution which is expected to fully perform under the terms thereof. The total fair value of our natural gas swap agreements in effect at March 31, 2026 was not significant.

Foreign Currency Exchange Rate Risk

In an effort to minimize our foreign currency exchange rate risk, we have financed acquisitions of foreign operations primarily with borrowings denominated in Euros. In addition, where available, we have borrowed funds in local currency or implemented certain internal hedging strategies to minimize our foreign currency exchange rate risk related to foreign operations, including net investment hedges related to the Euro term loans under the Credit Agreement which are Euro denominated. Foreign currency gains related to our net investment hedges included in accumulated other comprehensive loss for the three months ended March 31, 2026 were $31.3 million.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2026 and 2025 and for the

three months then ended is unaudited)

Note 8. Commitments and Contingencies

We are a party to other legal proceedings, contract disputes and claims arising in the ordinary course of our business. We are not a party to, and none of our properties are subject to, any pending legal proceedings which could have a material adverse effect on our business or financial condition.

Note 9. Supply Chain Finance Program

We have a supply chain finance (“SCF”) program with a major global financial institution. Under this SCF program, a qualifying supplier may elect, but is not obligated, to sell its receivables from us to such financial institution. Once a qualifying supplier elects to participate in this SCF program, all of our payments to the participating supplier are paid to such financial institution in this SCF program on the invoice due date under our agreement with such supplier, regardless of whether the individual invoice was sold by the supplier to such financial institution. We may terminate our agreement with the financial institution upon at least 30 days’ notice, and the financial institution may terminate our agreement upon at least 10 days’ notice. Additionally, suppliers who elect to participate in this SCF program may terminate their participation upon at least 30 days’ notice. The suppliers' invoices sold under this SCF program can be outstanding up to 210 days from the invoice date. Suppliers’ invoices included in this SCF program were $357.6 million, $262.9 million and $438.5 million at March 31, 2026 and 2025 and December 31, 2025, respectively, and were included in accounts payable in our Condensed Consolidated Balance Sheets.

Note 10. Retirement Benefits

The components of the net periodic pension benefit cost for the three months ended March 31 were as follows:

The components of the net periodic other postretirement benefit (credit) cost for the three months ended March 31 were as follows:

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2026 and 2025 and for the

three months then ended is unaudited)

Note 11. Income Taxes

Silgan and its subsidiaries file U.S. Federal income tax returns, as well as income tax returns in various states and foreign jurisdictions. We expect the Internal Revenue Service, or IRS, will complete its review of the 2024 tax year with no change to our filed federal income tax return. We have been accepted into the Compliance Assurance Process program for the 2025 and 2026 tax years which provides for the review by the IRS of tax matters relating to our tax return prior to filing.

Note 12. Treasury Stock

On November 5, 2025, our Board of Directors authorized the repurchase by us of up to an aggregate of $500.0 million of our common stock by various means from time to time through and including December 31, 2029. We did not repurchase any shares of our common stock pursuant to this authorization during the three months ended March 31, 2026. At March 31, 2026, we had $500.0 million remaining under this authorization for the repurchase of our common stock.

During the first three months of 2026, we issued 390,639 treasury shares which had an average cost of $3.13 per share for restricted stock units that vested during the period that had been previously issued under our stock-based compensation plans. In accordance with the applicable agreements for such restricted stock units, we repurchased 152,852 shares of our common stock at an average cost of $47.57 to satisfy minimum employee withholding tax requirements resulting from the vesting of such restricted stock units.

We account for treasury shares using the first-in, first-out (FIFO) cost method. As of March 31, 2026, 69,432,738 shares of our common stock were held in treasury.

Note 13. Stock-Based Compensation

We currently have one stock-based compensation plan in effect under which we have issued restricted stock units to our officers, other key employees and outside directors. During the first three months of 2026, 777,600 restricted stock units were granted to certain of our officers and other key employees. The fair value of these restricted stock units at the grant date was $37.0 million, which is being amortized ratably over the respective vesting period from the grant date.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2026 and 2025 and for the

three months then ended is unaudited)

Note 14. Segment Information

Our chief operating decision maker, who is our Chief Executive Officer and President, evaluates performance of our business segments and allocates resources based on the adjusted EBIT of our business segments. Adjusted EBIT is not a defined term under GAAP. We define adjusted EBIT as income before interest and income taxes excluding acquired intangible asset amortization expense, other pension (income) expense for U.S. pension plans and closed facilities, rationalization charges and costs attributed to announced acquisitions and including, as applicable, equity in earnings of affiliates, net of tax. Adjusted EBIT should not be considered in isolation or as a substitute for income before interest and income taxes or any other financial data prepared in accordance with GAAP and may not be comparable to calculations of similarly titled measures by other companies.

Reportable segment information was as follows:

(a) Segment expenses and other includes cost of goods sold, selling, general and administrative expenses, and other pension and postretirement (income) expense and excludes acquired intangible asset amortization expense, other pension (income) expense only for U.S. pension plans and closed facilities, and costs attributed to announced acquisitions.

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SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at March 31, 2026 and 2025 and for the

three months then ended is unaudited)

Total adjusted EBIT is reconciled to income before income taxes for the three months ended March 31 as follows:

Net sales and adjusted EBIT of our metal containers segment and of part of our dispensing and specialty closures segment are dependent, in part, upon the vegetable and fruit harvests in the United States and, to a lesser extent, in a variety of national growing regions in Europe. The size and quality of these harvests varies from year to year, depending in large part upon the weather conditions in applicable regions. Because of the seasonality of the harvests, we have historically experienced higher unit sales volume in the third quarter of our fiscal year and generated a disproportionate amount of our annual adjusted EBIT during that quarter.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statements included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q that 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 Securities Exchange Act of 1934, as amended. Such forward-looking statements are made based upon management’s expectations and beliefs concerning future events impacting us and therefore involve a number of uncertainties and risks, including, but not limited to, those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in our other filings with the Securities and Exchange Commission. As a result, the actual results of our operations or our financial condition could differ materially from those expressed or implied in these forward-looking statements.

General

We are a leading manufacturer and supplier of sustainable rigid packaging solutions for the world's essential consumer goods products. We currently produce dispensing and specialty closures for the fragrance and beauty, food, beverage, personal and health care, home care and lawn and garden markets; steel and aluminum containers for pet and human food and general line products; and custom designed plastic containers for the pet and human food, consumer health and pharmaceutical, personal care, home care, lawn and garden and automotive markets. We are a leading worldwide manufacturer of dispensing and specialty closures, a leading manufacturer of metal containers in North America and Europe, and a leading manufacturer of custom containers in North America for a variety of markets.

Our objective is to increase shareholder value by efficiently deploying capital and management resources to grow our business, reduce operating costs and build sustainable competitive positions, or franchises, and to complete acquisitions that generate attractive cash returns. We have grown our net sales and income from operations largely through acquisitions but also through internal growth, and we continue to evaluate acquisition opportunities in the consumer goods packaging market. If acquisition opportunities are not identified over a longer period of time, we may use our cash flow to repay debt, repurchase shares of our common stock or increase dividends to our stockholders or for other permitted purposes.

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RESULTS OF OPERATIONS

The following table sets forth certain unaudited income statement data expressed as a percentage of net sales for the three months ended March 31:

Summary unaudited results of operations for the three months ended March 31 are provided below.

Three Months Ended March 31, 2026 Compared with Three Months Ended March 31, 2025

Net Sales. In the first quarter of 2026, consolidated net sales were $1.56 billion, an increase of $94.6 million, or 6.4 percent, as compared to the first quarter of 2025 primarily due to the contractual pass through of higher raw material and other manufacturing costs in the dispensing and specialty closures and metal containers segments, the impact from favorable foreign currency translation of approximately $47.0 million and higher unit volumes in the metal containers segment, partially offset by lower volumes in the dispensing and specialty closures and the custom containers segments and a less favorable mix of products sold in the dispensing and specialty closures and metal containers segments.

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Gross Profit. Gross profit margin decreased 1.4 percentage points to 17.0 percent in the first quarter of 2026 as compared to the same period in 2025 primarily for the reasons discussed below in "Income before Interest and Income Taxes".

Selling, General and Administrative Expenses. In the first quarter of 2026, selling, general and administrative expenses as a percentage of consolidated net sales decreased to 8.4 percent as compared to 8.8 percent in the first quarter of 2025. For the first quarter of 2026, selling, general and administrative expenses increased $2.1 million to $131.2 million as compared to the first quarter of 2025.

Income before Interest and Income Taxes. In the first quarter of 2026, income before interest and income taxes decreased by $3.9 million to $126.6 million as compared to $130.5 million in the first quarter of 2025, and margins decreased to 8.1 percent from 8.9 percent over the same periods. The decrease in income before interest and income taxes was primarily the result of a less favorable mix of products sold and lower unit volumes in the dispensing and specialty closures segment, the benefit in the prior year quarter from the sell through of lower cost inventory and the adverse impact in the current year quarter from the sell through of higher cost inventory in our European metal closures operations, lower volumes in the custom containers segment and a less favorable mix of products sold in the metal containers segment, partially offset by the favorable impact of foreign currency, lower rationalization charges, higher unit volumes in the metal containers segment and lower costs attributed to announced acquisitions. Rationalization charges were $9.0 million and $11.0 million in the first quarters of 2026 and 2025, respectively. Costs attributed to announced acquisitions were $1.1 million in the first quarter of 2025.

Interest and Other Debt Expense. In the first quarter of 2026, interest and other debt expense before the loss on early extinguishment of debt decreased $1.5 million to $41.4 million as compared to $42.9 million in the first quarter of 2025. The decrease was primarily due to lower weighted average interest rates during the current year period.

Provision for Income Taxes. For the first quarters of 2026 and 2025, the effective tax rates were 26.5 percent and 23.8 percent, respectively. The increase in the effective tax rate in the first quarter of 2026 was primarily due to changes in the geographic mix of profit in the current year period as compared to the prior year period.

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Non-GAAP Measures

Generally accepted accounting principles in the United States are commonly referred to as GAAP. A non-GAAP financial measure is generally defined as a financial measure that purports to measure financial performance, financial position or liquidity but excludes or includes amounts that could not be so adjusted in the most comparable GAAP measure. Adjusted EBIT and adjusted EBIT margin are unaudited supplemental measures of financial performance that the Company uses, which are not required by, or presented in accordance with, GAAP and therefore are non-GAAP financial measures. These non-GAAP financial measures should not be considered as alternatives to income before interest and income taxes or any other measures derived in accordance with GAAP. Such non-GAAP financial measures should not be considered in isolation or as a substitute for any financial data prepared in accordance with GAAP and may not be comparable to similarly titled measures used by other companies. The Company uses such non-GAAP financial measures because it considers them to be important and useful supplemental measures of its and its segments’ financial performance which provide a more complete understanding of the Company and its segments than could be obtained absent such non-GAAP financial measures. The Company believes that it is important and useful to present these non-GAAP financial measures because they allow for a better period-over-period comparison of results by removing the impact of items that, in management’s view, do not reflect the Company’s or its segments’ core operating performance. Management uses these non-GAAP financial measures to review and analyze the operating performance of the Company and its segments. Investors and others are urged to review and consider carefully the adjustments made by management to the most comparable GAAP financial measure to arrive at these non-GAAP financial measures.

Adjusted EBIT, a non-GAAP financial measure, means income before interest and income taxes excluding, as applicable, acquired intangible asset amortization expense, other pension (income) expense for U.S. pension plans and closed facilities, rationalization charges and costs attributed to announced acquisitions and including, as applicable, equity in earnings of affiliates, net of tax. Adjusted EBIT margin, a non-GAAP financial measure, means adjusted EBIT divided by segment net sales.

Acquired intangible asset amortization expense is a non-cash expense related to acquired operations that management believes is not indicative of the on-going performance of the acquired operations. Since the Company’s U.S. pension plans are significantly over funded and have no required cash contributions for the foreseeable future based on current regulations, management views other pension (income) expense from the Company’s U.S. pension plans, which excludes service costs, as not reflective of the operational performance of the Company or its segments. Additionally, other pension expense for closed facilities relate to former operations and former employees of the Company and are not indicative of the operational performance of the Company or its segments. While rationalization costs are incurred on a regular basis, management views these costs more as an investment to generate savings rather than period costs. Costs attributed to announced acquisitions consist of third party fees and expenses that are viewed by management as part of the acquisition and not indicative of the on-going cost structure of the Company. The Company's management views the operating performance of its affiliates which are joint ventures as part of the Company's operating performance and therefore believes that the Company's share of the net operating results of its affiliates which are joint ventures should be included in the Company's adjusted EBIT.

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A reconciliation of such non-GAAP financial measures for the three months ended March 31 is provided below:

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Dispensing and Specialty Closures Segment

In the first quarter of 2026, net sales for the dispensing and specialty closures segment increased $14.2 million, or 2.1 percent, as compared to the first quarter of 2025. This increase was primarily the result of the impact of favorable foreign currency translation of approximately $37.0 million and the contractual pass through of higher raw material and other costs, partially offset by lower unit volumes of three percent and a less favorable mix of products sold. Volumes and mix of products sold in the quarter were affected in part by production impacts from severe weather in the first quarter.

In the first quarter of 2026, adjusted EBIT of the dispensing and specialty closures segment decreased $3.1 million as compared to the first quarter of 2025, and adjusted EBIT margin decreased to 14.0 percent from 14.8 percent over the same periods. The decrease in adjusted EBIT was primarily due to a less favorable mix of products sold, lower volumes, the benefit in the prior year quarter from the sell through of lower cost inventory and the adverse impact in the current year quarter from the sell through of higher cost inventory in our European metal closures operations, partially offset by the favorable impact of foreign currency.

Metal Containers Segment

In the first quarter of 2026, net sales for the metal containers segment increased $96.5 million, or 15.4 percent, as compared to the first quarter of 2025. This increase was primarily the result of the contractual pass through of higher raw material and other manufacturing costs, higher unit volumes of approximately two percent and the impact of favorable foreign currency translation of approximately $9.0 million, partially offset by a less favorable mix of products sold. The increase in unit volumes was primarily due to higher volumes for pet food markets, which was partially offset by lower volumes for fruit and vegetable markets as a result of prebuy activity in the fourth quarter of 2025.

In the first quarter of 2026, adjusted EBIT of the metal containers segment increased $0.2 million as compared to the first quarter of 2025, while adjusted EBIT margin decreased to 6.9 percent from 7.9 percent for the same periods. The increase in adjusted EBIT was primarily due to higher unit volumes, partially offset by a less favorable mix of products sold.

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Custom Containers Segment

In the first quarter of 2026, net sales for the custom containers segment decreased $16.1 million, or 9.6 percent, as compared to the first quarter of 2025. This decrease was principally due to lower volumes of approximately eleven percent primarily from the exit of lower margin business in 2025 as a result of footprint optimization plans to achieve previously announced cost reduction goals and customer destocking activities in the current year quarter, partially offset by the impact of favorable foreign currency translation of approximately $1.0 million.

In the first quarter of 2026, adjusted EBIT of the custom containers segment decreased $2.9 million as compared to the first quarter of 2025, and adjusted EBIT margin decreased to 14.4 percent from 14.7 percent over the same periods. The decrease in adjusted EBIT was primarily attributable to lower volumes.

CAPITAL RESOURCES AND LIQUIDITY

Our principal sources of liquidity have been net cash from operating activities and borrowings under our debt instruments, including our senior secured credit facility. Our liquidity requirements arise from our obligations under the indebtedness incurred in connection with our acquisitions and the refinancing of that indebtedness, capital investment in new and existing equipment, the funding of our seasonal working capital needs and other general corporate uses.

On February 3, 2026, we prepaid $42.5 million principal amount of outstanding U.S. term loans under the Credit Agreement with cash on hand.

On March 6, 2026, we entered into the Sixth Amendment, with the lenders party to the Credit Agreement and Wells Fargo Bank, National Association, as administrative agent. The Sixth Amendment amended the Credit Agreement to improve the interest rate margin grid for term loans and eliminate the credit spread adjustments effective March 6, 2026 for Term SOFR Loans, Daily Simple RFR Loans and Term CORRA Loans (each as defined in the Credit Agreement). Effective with the Sixth Amendment, the margin for term loans maintained as Eurocurrency Rate Loans and RFR Loans (each as defined in the Credit Agreement) was 1.25 percent, and the margin for term loans maintained as Base Rate Loans (as defined in the Credit Agreement) was 0.25 percent. In accordance with the Sixth Amendment, the margin for term loans and revolving loans will be reset quarterly after March 31, 2026 based upon our Total Net Leverage Ratio (as defined in the Credit Agreement) as provided in the Credit Agreement. The range for the applicable margin for term loans will be 0.00 percent to 0.50 percent for Base Rate Loans and 1.00 percent to 1.50 percent for Eurocurrency Rate Loans and RFR Loans.

On March 31, 2026, we repaid all $500.0 million aggregate principal amount of our outstanding 1.4% Notes at 100 percent of their principal amount plus accrued and unpaid interest to the repayment date. We funded this repayment with revolving loan borrowings under the Credit Agreement and cash on hand. As a result of such redemption and satisfaction and discharge of the indenture for the 1.4% Notes (including the discharge of the guarantees therein of the 1.4% Notes by our U.S. subsidiaries that also guarantee our obligations under the Credit Agreement), the guarantees of the 4⅛% Senior Notes, the 2¼% Senior Notes and the 4¼% Senior Notes by our U.S. subsidiaries that also guarantee our obligations under the Credit Agreement were automatically released and discharged on March 31, 2026.

For the three months ended March 31, 2026, we used net borrowings of revolving loans of $906.8 million, cash and cash equivalents of $645.2 million and the positive effect of exchange rate changes on cash and cash equivalents of $0.5 million to fund cash used in operations of $799.6 million, the repayment of long-term debt of $542.5 million, decreases in outstanding checks of $97.4 million, net capital expenditures and other investing activities of $80.0 million, dividends paid on our common stock of $22.8 million, repurchases of our common stock of $7.8 million, debt issuance costs of $1.2 million and the repayment of principal amounts under finance leases of $1.2 million.

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For the three months ended March 31, 2025, we used net borrowings of revolving loans of $1.1 billion, cash and cash equivalents of $469.9 million and the positive effect of exchange rate changes on cash and cash equivalents of $13.0 million to fund the repayment of long-term debt of $706.3 million, cash used in operations of $683.4 million, decreases in outstanding checks of $85.0 million, net capital expenditures and other investing activities of $82.5 million, dividends paid on our common stock of $21.9 million, repurchases of our common stock of $6.9 million and the repayment of principal amounts under finance leases of $1.3 million.

At March 31, 2026, we had $894.7 million of revolving loans outstanding under the Credit Agreement. After taking into account outstanding letters of credit, the available portion of revolving loans under the Credit Agreement at March 31, 2026 was $583.6 million.

Because we sell metal containers and closures used in fruit and vegetable pack processing, we have seasonal sales. As is common in the industry, we must utilize working capital to build inventory and then carry accounts receivable for some customers beyond the end of the packing season. Due to our seasonal requirements, which generally peak sometime in the summer or early fall, we may incur short-term indebtedness to finance our working capital requirements. Our peak seasonal working capital requirements have historically averaged approximately $600 million. We fund seasonal working capital requirements through revolving loans under the Credit Agreement, other foreign bank loans and cash on hand. We may use the available portion of revolving loans under the Credit Agreement, after taking into account our seasonal needs and outstanding letters of credit, for other general corporate purposes including acquisitions, capital expenditures, dividends, stock repurchases and to refinance or repurchase other debt.

We believe that cash generated from operations and funds from borrowings available under the Credit Agreement and other foreign bank loans will be sufficient to meet our expected operating needs, planned capital expenditures, debt service, tax obligations, pension benefit plan contributions, share repurchases and common stock dividends for the foreseeable future. We continue to evaluate acquisition opportunities in the consumer goods packaging market and may incur additional indebtedness, including indebtedness under the Credit Agreement, to finance any such acquisition.

We are in compliance with all financial and operating covenants contained in our financing agreements and believe that we will continue to be in compliance during 2026 with all of these covenants.

Supply Chain Finance Program

For our suppliers, we believe that we negotiate the best terms possible, including payment terms. In connection therewith, we initiated a SCF program with a major global financial institution. Under this SCF program, a qualifying supplier may elect, but is not obligated, to sell its receivables from us to such financial institution. A participating supplier negotiates its receivables sale arrangements directly with the financial institution under this SCF program. While we are not party to, and do not participate in the negotiation of, such arrangements, such financial institution allows a participating supplier to utilize our creditworthiness in establishing a credit spread in respect of the sale of its receivables from us as well as other applicable terms. This may provide a supplier with more favorable terms than it would be able to secure on its own. We have no economic interest in a supplier’s decision to sell a receivable. Once a qualifying supplier elects to participate in this SCF program and reaches an agreement with the financial institution, the supplier independently elects which individual invoices to us that they sell to the financial institution. All of our payments to a participating supplier are paid to the financial institution on the invoice due date under our agreement with such supplier, regardless of whether the individual invoice was sold by the supplier to the financial institution. The financial institution then pays the supplier on the invoice due date under our agreement with such supplier for any invoices not previously sold by the supplier to the financial institution. Amounts due to a supplier that elects to participate in this SCF program are included in accounts payable in our Condensed Consolidated Balance Sheet, and the associated payments are reflected in net cash provided by operating activities in our Condensed Consolidated Statements of Cash Flows. Separate from this SCF program, we and suppliers who participate in this SCF program generally maintain the contractual right to require the other party to negotiate in good faith the existing payment terms as a result of changes in market conditions, including changes in interest rates and general market liquidity, or in some cases for any reason. Outstanding trade accounts payables subject to this SCF program were approximately $357.6 million, $262.9 million and $438.5 million at March 31, 2026 and 2025 and December 31, 2025, respectively.

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Rationalization Charges

We continually evaluate cost reduction opportunities across each of our segments, including rationalizations of our existing facilities through plant closings and downsizings. We use a disciplined approach to identify opportunities that generate attractive cash returns. Under our rationalization plans, we made cash payments of $7.2 million and $3.5 million for the three months ended March 31, 2026 and 2025, respectively. Excluding the impact of our withdrawal from the Central States Pension Plan in 2019, remaining expenses and cash expenditures for our rationalization plans are expected to be $18.1 million and $38.1 million, respectively. Remaining expenses for the accretion of interest for the withdrawal liability related to the Central States Pension Plan are expected to average approximately $0.7 million per year and be recognized annually through 2040, and remaining cash expenditures for the withdrawal liability related to the Central States Pension Plan are expected to be approximately $2.6 million annually through 2040.

You should also read Note 3 to our Condensed Consolidated Financial Statements for the three months ended March 31, 2026 included elsewhere in this Quarterly Report.

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risks relating to our operations result primarily from changes in interest rates and, with respect to our international operations, in foreign currency exchange rates. In the normal course of business, we also have risk related to commodity price changes for items such as natural gas. We employ established policies and procedures to manage our exposure to these risks. Interest rate, foreign currency and commodity pricing transactions are used only to the extent considered necessary to meet our objectives. We do not utilize derivative financial instruments for trading or other speculative purposes.

Information regarding our interest rate risk, foreign currency exchange rate risk and commodity pricing risk has been disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Since such filing, other than the changes discussed in Notes 6 and 7 to our Condensed Consolidated Financial Statements for the three months ended March 31, 2026 included elsewhere in this Quarterly Report, there has not been a material change to our interest rate risk, foreign currency exchange rate risk or commodity pricing risk or to our policies and procedures to manage our exposure to these risks.

Item 4. CONTROLS AND PROCEDURES

As required by Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based upon that evaluation, as of the end of the period covered by this Quarterly Report, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including the Principal Executive Officer and the Principal Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in our internal controls over financial reporting during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, these internal controls.

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Part II. Other Information

Item 5. Other Information

In the first quarter of 2026, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

Item 6. Exhibits

Exhibit Number / *10.1 / *+10.2 / *31.1 / *31.2 / *32.1 / *32.2 Description / Sixth Amendment to Amended and Restated Credit Agreement, dated as of March 6, 2026, among Silgan Holdings Inc., Silgan Containers LLC, Silgan Plastics LLC, Silgan Containers Manufacturing Corporation, Silgan International Holdings B.V., Silgan Dispensing Systems Holdings Company, the other Guarantors party thereto, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent. / Officer Agreement, dated November 6, 2025, between Silgan Holdings Inc. and Alexander G. Hutter. / Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act. / Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act. / Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act. / Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. (104) Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

*Filed herewith.

• Management contract or compensatory plan or arrangement.

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