Current Report · Items 1.01, 1.02, 2.03, 2.04, 9.01 · 8-K
Greif, Inc.
Entry into a Material Definitive Agreement · Termination of a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Triggering Events That Accelerate or Increase a Direct Financial Obligation
Item 1.01. Entry into a Material Definitive Agreement Amended and Restated Transfer and Administration Agreement On May 11, 2026, certain U.S. subsidiaries of Greif, Inc. (the “Company”) amended and restated the existing receivables financing facility (the “Receivables Facility”).…
Filed May 14, 2026Accepted May 14, 2026, 5:09 PM EDTCIK 43920Accession 0001628280-26-035208
Company context
Founded in 1877, Greif is a global leader in performance packaging located in over 35 countries. The company delivers trusted, innovative, and tailored solutions that support some of the world’s most demanding and fastest-growing industries. With a commitment to legendary customer service, operational excellence, and global sustainability, Greif packages life’s essentials - and creates lasting value for its colleagues, customers, and other stakeholders. Learn more about the company’s Customized Polymer, Sustainable Fiber, Durable Metal, and Innovative Closure Solutions at www.greif.com and follow Greif on Instagram and LinkedIn.
Current securities
Registered securities in this filing
GREIF, INC. · 8-K · Filed 2026-05-14
As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.
Class A Common Stock
- Exchange
- NYSE
- Classification
- COMMON
- Status
- Current
Filing context
Context: c-2
Dimensions: us-gaap:StatementClassOfStockAxis
Class B Common Stock
- Symbol
- GEF-B
- Exchange
- NYSE
- Classification
- COMMON
Filing context
Context: c-3
Dimensions: us-gaap:StatementClassOfStockAxis
Accession 000162828026035208 · 2 registered-security cover members
Read the exact SEC filing ↗Disclosure sections
Items 1.01, 1.02, 2.03, 2.04, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement
Amended and Restated Transfer and Administration Agreement
On May 11, 2026, certain U.S. subsidiaries of Greif, Inc. (the “Company”) amended and restated the existing receivables financing facility (the “Receivables Facility”). Greif Receivables Funding LLC (“Greif Funding”), Greif Packaging LLC (“Greif Packaging”), for itself and as servicer, and certain other U.S. subsidiaries of the Company entered into a Fourth Amended and Restated Transfer and Administration Agreement, dated as of May 11, 2026 (the “Fourth Amended TAA”), with PNC Bank, National Association (“PNC”), as the agent, managing agent, administrator and committed investor, and various investor groups, managing agents, and administrators, from time to time parties thereto. The Fourth Amended TAA replaced in its entirety the Existing TAA (as defined below in Item 1.02 to this Current Report on Form 8-K), which provided for a $275 million Receivables Facility. The Fourth Amended TAA will provide for a $200 million Receivables Facility.
Greif Funding is a direct subsidiary of Greif Packaging and is included in the Company’s consolidated financial statements. However, because Greif Funding is a separate and distinct legal entity from the Company, the assets of Greif Funding are not available to satisfy the liabilities and obligations of the Company, Greif Packaging or other subsidiaries of the Company, and the liabilities of Greif Funding are not the liabilities or obligations of the Company or its other subsidiaries.
The Fourth Amended TAA provides for the ongoing purchase by PNC of receivables from Greif Funding, which Greif Funding will have purchased from Greif Packaging and certain other U.S. subsidiaries of the Company as the originators under the Fourth Amended and Restated Sale Agreement, dated as of May 11, 2026 (the “Fourth Amended Sale Agreement”). Greif Packaging will service and collect on behalf of Greif Funding those receivables sold to Greif Funding under the Fourth Amended Sale Agreement. The commitment termination date of the Receivables Facility is May 11, 2027, subject to earlier termination as provided in the Fourth Amended TAA (including acceleration upon an event of default as provided therein), or such later date to which the purchase commitment may be extended by agreement of the parties. In addition, Greif Funding may terminate the Receivables Facility at any time upon five days’ prior written notice. The Company has guaranteed the performance by Greif Funding, Greif Packaging and its other participating subsidiaries of their respective obligations under the Fourth Amended TAA, the Fourth Amended Sale Agreement and related agreements thereto, but has not guaranteed the collectability of the receivables thereunder. A significant portion of the proceeds from the Receivables Facility was used to pay the obligations under the Existing TAA, as described below in Item 1.02 to this Current Report on Form 8-K. The remaining proceeds will be used to pay certain fees, costs and expenses incurred in connection with the Receivables Facility and for working capital and general corporate purposes of the Company and its subsidiaries.
The Receivables Facility is secured by certain trade accounts receivables related to the Customized Polymer Solutions, Durable Metal Solutions, Sustainable Fiber Solutions and Innovative Closure Solutions businesses of Greif Packaging and other subsidiaries of the Company in the United States and bears interest at a variable rate based on the secured overnight financing rate administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) or an applicable base rate, plus a margin, or a commercial paper rate, all as provided in the Fourth Amended TAA. Interest is payable on a monthly basis and the principal balance is payable upon termination of the Receivables Facility.
Item 1.02Item 1.02 - Termination of Material Agreement
Item 1.02. Termination of a Material Definitive Agreement
Greif Funding, Greif Packaging and certain other U.S. subsidiaries of the Company entered into a Third Amended and Restated Transfer and Administration Agreement dated as of September 24, 2019 (the “Existing TAA”), with Bank of America, N.A., providing for a $275 million receivables facility. On May 11, 2026, the obligations outstanding under the Existing TAA were satisfied by the assignment to and assumption of such obligations by the Receivables Facility, and the Existing TAA was terminated as of that date. See Item 1.01 to this current report on form 8-K above, for a discussion of the Receivables Facility and the Fourth Amended TAA.
The Existing TAA provided for a $275 million receivables financing facility for the Company and certain of its U.S. subsidiaries. The Existing TAA had a maturity date of May 15, 2026, but the parties terminated the Existing TAA by mutual consent on May 11, 2026. No material early termination penalty was incurred by the Company or any of its subsidiaries in connection with the termination of the Existing TAA.
Section 2 - Financial Information
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
(A) Creation of a Direct Financial Obligation
The information concerning the Company’s Fourth Amended TAA is set forth in Item 10.1, which information is incorporated herein by reference.
Item 2.04Item 2.04 - Triggering Events
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
(A) Creation of a Direct Financial Obligation
The information concerning the satisfaction of the Company’s obligations under the Existing TAA is set forth in Items 10.1 and 10.2, which information is incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Filed exhibits (2)
EX-99.1 (by filename) gef20268-karfacilityex991.htmEX-99.1
2
gef20268-karfacilityex991.htm
EX-99.1
Document
Fourth Amended and Restated Sale Agreement
by and between
GREIF PACKAGING LLC,
AMERICAN FLANGE & MANUFACTURING CO. INC.,
CARAUSTAR MILL GROUP, INC.,
CARAUSTAR INDUSTRIAL AND CONSUMER PRODUCTS GROUP, INC.,
CARAUSTAR RECOVERED FIBER GROUP, INC.,
THE NEWARK GROUP, INC.,
CARAUSTAR CONSUMER PRODUCTS GROUP, LLC,
CASCADE PAPER CONVERTERS CO.,
CONTAINER LIFE CYCLE MANAGEMENT LLC,
LEE CONTAINER, LLC,
LEE CONTAINER IOWA, LLC, and each other entity from time to time party hereto as an Originator, as Originators
and
Greif Receivables Funding LLC, as the SPV
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS
SECTION 1.1 Definitions 2
SECTION 1.2 Other Terms 4
SECTION 1.3 Computation of Time Periods 5
ARTICLE II SALE AND PURCHASE OF RECEIVABLES
SECTION 2.1 Sale 5
SECTION 2.2 Intent of the Parties; Grant of Security Interest 6
SECTION 2.3 No Recourse 6
SECTION 2.4 No Assumption of Obligations 6
SECTION 2.5 UCC Filing 6
ARTICLE III CONSIDERATION AND PAYMENT
SECTION 3.1 Purchase Price 7
SECTION 3.2 Subordination 8
ARTICLE IV ADMINISTRATION AND COLLECTION
SECTION 4.1 Servicing of Receivables 9
SECTION 4.2 Deemed …
Open exhibit ↗EX-99.2 (by filename) gef20268-karfacilityex992.htmEX-99.2
3
gef20268-karfacilityex992.htm
EX-99.2
Document
FOURTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT
Dated as of May 11, 2026
by and among
GREIF RECEIVABLES FUNDING LLC, as SPV
GREIF PACKAGING LLC, as initial Servicer
GREIF PACKAGING LLC,
AMERICAN FLANGE & MANUFACTURING CO. INC.,
CARAUSTAR MILL GROUP, INC.,
CARAUSTAR INDUSTRIAL AND CONSUMER PRODUCTS GROUP, INC.,
CARAUSTAR RECOVERED FIBER GROUP, INC.,
THE NEWARK GROUP, INC.,
CARAUSTAR CONSUMER PRODUCTS GROUP, LLC,
CASCADE PAPER CONVERTERS CO.,
CONTAINER LIFE CYCLE MANAGEMENT LLC,
LEE CONTAINER, LLC,
LEE CONTAINER IOWA, LLC,
and each other entity from time to time party hereto as an Originator, as Originators
PNC BANK, NATIONAL ASSOCIATION,
as a Committed Investor, a Managing Agent, an Administrator and the Agent
and
THE VARIOUS INVESTOR GROUPS, MANAGING AGENTS AND ADMINISTRATORS FROM TIME TO TIME PARTIES HERETO
SECTION 1.1 Certain Defined Terms. 2
SECTION 1.2 Other Terms. 38
SECTION 1.4 Times of Day. 39
SECTION 1.5 Changes in GAAP. 39
SECTION 1.6 Interest Rates. 39
SECTION 1.7 Acknowledgments Regarding Conduit Investors and Uncommitted Investors 39
ARTICLE II PURCHASES AND SETTLE…
Open exhibit ↗