Silgan Holdings - 10-Q quarterly report FY2026 Q2

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


			☒						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026


			☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission file number 001-41459

SILGAN HOLDINGS INC.

(Exact name of Registrant as specified in its charter)


Delaware		06-1269834
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)

601 Merritt 7
Norwalk,	Connecticut	06851
(Address of principal executive offices)		(Zip Code)

(203) 975-7110

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	SLGN	New York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 31, 2026, the number of shares outstanding of the Registrant’s common stock was 105,682,020.

-1-


SILGAN HOLDINGS INC.

TABLE OF CONTENTS

			Page No.


Part I. Financial Information			3

Item 1. Financial Statements			3

Condensed Consolidated Balance Sheets at June 3 0 , 2026 and 2025 and December 31, 2025			3

Condensed Consolidated Statements of Income for the three and six months ended June 3 0 , 2026 and 2025			4

Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 3 0 , 2026 and 2025			5

Condensed Consolidated Statements of Cash Flows for the six months ended June 30 , 2026 and 2025			6

Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30 , 2026 and 2025			7

Notes to Condensed Consolidated Financial Statements			8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			19

Item 3. Quantitative and Qualitative Disclosures About Market Risk			29

Item 4. Controls and Procedures			29

Part II. Other Information			30

Item 5. Other Information			30

Item 6. Exhibits			30

Signatures			31

-2-

Part I. Financial Information

Item 1. Financial Statements

SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)


	June 30, 2026		June 30, 2025		Dec. 31, 2025
	(unaudited)		(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	351,527	$	317,462	$	1,080,659
Trade accounts receivable, net	1,454,664		1,242,066		589,400
Inventories	1,232,090		1,258,511		1,080,134
Prepaid expenses and other current assets	255,594		190,805		241,725
Total current assets	3,293,875		3,008,844		2,991,918

Property, plant and equipment, net	2,334,636		2,382,104		2,378,331
Goodwill	2,456,556		2,484,557		2,486,678
Other intangible assets, net	861,103		906,743		900,083
Other assets, net	654,513		628,145		640,073
	$	9,600,683	$	9,410,393	$	9,397,083

Liabilities and Stockholders’ Equity
Current liabilities:
Revolving loans and current portion of long-term debt	$	1,178,197	$	1,937,384	$	631,632
Trade accounts payable	891,750		757,494		1,251,889
Accrued payroll and related costs	125,159		122,238		121,168
Accrued liabilities	394,748		317,421		447,180
Total current liabilities	2,589,854		3,134,537		2,451,869

Long-term debt	3,655,557		3,114,693		3,715,216
Deferred income taxes	521,226		478,891		501,768
Other liabilities	454,674		460,054		453,929

Stockholders’ equity:
Common stock	1,751		1,751		1,751
Paid-in capital	395,784		374,582		384,847
Retained earnings	3,698,795		3,516,444		3,605,043
Accumulated other comprehensive loss	(207,131)		(235,379)		(213,556)
Treasury stock	(1,509,827)		(1,435,180)		(1,503,784)
Total stockholders’ equity	2,379,372		2,222,218		2,274,301
	$	9,600,683	$	9,410,393	$	9,397,083

See accompanying notes.

-3-

SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the three and six months ended June 30, 2026 and 2025

(Dollars in thousands, except per share amounts)

(Unaudited)


	Three Months Ended				Six Months Ended
	June 30, 2026		June 30, 2025		June 30, 2026		June 30, 2025


Net sales	$	1,643,269	$	1,539,161	$	3,204,527	$	3,005,822
Cost of goods sold	1,348,391		1,240,070		2,643,872		2,436,328
Gross profit	294,878		299,091		560,655		569,494
Selling, general and administrative expenses	126,783		121,836		257,958		250,923
Rationalization charges	18,159		9,864		27,206		20,823
Other pension and postretirement (income)	(1,109)		(140)		(2,149)		(327)
Income before interest and income taxes	151,045		167,531		277,640		298,075
Interest and other debt expense before loss on early extinguishment of debt	47,117		48,699		88,549		91,627
Loss on early extinguishment of debt	—		—		1,017		—
Interest and other debt expense	47,117		48,699		89,566		91,627
Income before income taxes	103,928		118,832		188,074		206,448
Provision for income taxes	29,152		30,443		51,457		51,259
Income before equity in earnings of affiliates	74,776		88,389		136,617		155,189
Equity in earnings of affiliates, net of tax	982		555		2,180		1,717
Net income	$	75,758	$	88,944	$	138,797	$	156,906

Earnings per share:
Basic net income per share	$	0.72	$	0.83	$	1.31	$	1.47
Diluted net income per share	$	0.72	$	0.83	$	1.31	$	1.46

See accompanying notes.

-4-

SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the three and six months ended June 30, 2026 and 2025

(Dollars in thousands)

(Unaudited)


	Three Months Ended				Six Months Ended
	June 30, 2026		June 30, 2025		June 30, 2026		June 30, 2025


Net income	$	75,758	$	88,944	$	138,797	$	156,906
Other comprehensive income (loss), net of tax:
Changes in net prior service credit and actuarial losses	1,337		1,425		2,673		2,825
Change in fair value of derivatives	(3,785)		(5,087)		3,779		(2,016)
Foreign currency translation	1,526		71,669		(27)		117,169
Other comprehensive (loss) income	(922)		68,007		6,425		117,978
Comprehensive income	$	74,836	$	156,951	$	145,222	$	274,884

See accompanying notes.

-5-

SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six months ended June 30, 2026 and 2025

(Dollars in thousands)

(Unaudited)


	2026		2025
Cash flows provided by (used in) operating activities:
Net income	$	138,797	$	156,906
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	168,681		155,335
Amortization of debt discount and debt issuance costs	3,034		2,617
Rationalization charges	27,206		20,823
Stock compensation expense	12,165		7,755
Loss on early extinguishment of debt	1,017		—
Other changes that provided (used) cash:
Trade accounts receivable, net	(873,968)		(601,838)
Inventories	(159,853)		(293,758)
Trade accounts payable	(235,807)		(279,697)
Accrued liabilities	(55,622)		(19,577)

Other, net	(19,500)		(53,417)
Net cash (used in) operating activities	(993,850)		(904,851)

Cash flows provided by (used in) investing activities:

Capital expenditures	(146,688)		(155,693)
Proceeds from asset sales	4,354		9,552
Other, net	640		297
Net cash (used in) investing activities	(141,694)		(145,844)

Cash flows provided by (used in) financing activities:
Borrowings under revolving loans	1,284,591		1,409,738
Repayments under revolving loans	(182,675)		(51,959)
Repayment of principal amounts under finance leases	(1,950)		(2,427)

Repayments of long-term debt	(542,500)		(706,274)
Changes in outstanding checks - principally vendors	(97,369)		(84,971)
Dividends paid on common stock	(45,071)		(43,362)
Debt issuance costs	(1,449)		—

Repurchase of common stock	(7,844)		(6,873)


Net cash provided by financing activities	405,733		513,872

Effect of exchange rate changes on cash and cash equivalents	679		31,431

Cash and cash equivalents:
Net (decrease)	(729,132)		(505,392)
Balance at beginning of year	1,080,659		822,854
Balance at end of period	$	351,527	$	317,462

Interest paid, net	$	91,816	$	103,432
Income taxes paid, net	51,324		45,259

See accompanying notes.

-6-

SILGAN HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the three and six months ended June 30, 2026 and 2025

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

(Unaudited)


	Three Months Ended				Six Months Ended
	June 30, 2026		June 30, 2025		June 30, 2026		June 30, 2025


Common stock - shares outstanding
Balance at beginning of period	105,680		106,993		105,442		106,795
Net issuance of treasury stock for vested restricted stock units	2		—		240		198

Balance at end of period	105,682		106,993		105,682		106,993

Common stock - par value
Balance at beginning and end of period	$	1,751	$	1,751	$	1,751	$	1,751

Paid-in capital
Balance at beginning of period	389,325		371,207		384,847		367,871
Stock compensation expense	6,466		3,375		12,165		7,755
Net issuance of treasury stock for vested restricted stock units	(7)		—		(1,228)		(1,044)
Balance at end of period	395,784		374,582		395,784		374,582

Retained earnings
Balance at beginning of period	3,645,564		3,448,952		3,605,043		3,402,667
Net income	75,758		88,944		138,797		156,906
Dividends declared on common stock	(22,527)		(21,452)		(45,045)		(43,129)
Balance at end of period	3,698,795		3,516,444		3,698,795		3,516,444

Accumulated other comprehensive loss
Balance at beginning of period	(206,209)		(303,386)		(213,556)		(353,357)
Other comprehensive (loss) income	(922)		68,007		6,425		117,978
Balance at end of period	(207,131)		(235,379)		(207,131)		(235,379)

Treasury stock
Balance at beginning of period	(1,509,834)		(1,435,180)		(1,503,784)		(1,429,351)
Net issuance of treasury stock for vested restricted stock units	7		—		(6,043)		(5,829)

Balance at end of period	(1,509,827)		(1,435,180)		(1,509,827)		(1,435,180)
Total stockholders’ equity	$	2,379,372	$	2,222,218	$	2,379,372	$	2,222,218

Dividends declared on common stock per share	$	0.21	$	0.20	$	0.42	$	0.40

See accompanying notes.

-7-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2026 and 2025 and for the

three and six 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 were as follows:


	Three Months Ended				Six Months Ended
	June 30, 2026		June 30, 2025		June 30, 2026		June 30, 2025

	(Dollars in thousands)
Dispensing and Specialty Closures	$	713,862	$	702,187	$	1,399,184	$	1,373,290
Metal Containers	763,936		676,056		1,488,806		1,304,483
Custom Containers	165,471		160,918		316,537		328,049
	$	1,643,269	$	1,539,161	$	3,204,527	$	3,005,822

Revenues by geography were as follows:


	Three Months Ended				Six Months Ended
	June 30, 2026		June 30, 2025		June 30, 2026		June 30, 2025

	(Dollars in thousands)
North America	$	1,137,328	$	1,041,051	$	2,220,964	$	2,058,621
Europe and other	505,941		498,110		983,563		947,201
	$	1,643,269	$	1,539,161	$	3,204,527	$	3,005,822

Our contract assets primarily consist of unbilled accounts receivable related to over time revenue recognition and were $106.8 million, $121.7 million, and $112.5 million as of June 30, 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 $314.9 million and $265.8 million for the three months ended June 30, 2026 and 2025, respectively, and $531.0 million and $491.5 million for the six months ended June 30, 2026 and 2025, respectively.

-8-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2026 and 2025 and for the

three and six months then ended is unaudited)

Note 3. Rationalization Charges


	Three Months Ended				Six Months Ended
	June 30, 2026		June 30, 2025		June 30, 2026		June 30, 2025

	(Dollars in thousands)
Dispensing and Specialty Closures	$	6,078	$	3,275	$	8,560	$	7,646
Metal Containers	11,444		5,140		17,177		10,072
Custom Containers	637		1,449		1,469		3,105
	$	18,159	$	9,864	$	27,206	$	20,823

Activity in reserves for our rationalization plans were as follows:


	Employee Severance and Benefits		Plant Exit Costs		Non-Cash Asset Write-Downs		Total
	(Dollars in thousands)
Balance at December 31, 2025	$	44,962	$	192	$	—	$	45,154
Charged to expense	12,158		6,772		8,276		27,206
Utilized and currency translation	(13,816)		(6,964)		(8,276)		(29,056)
Balance at June 30, 2026	$	43,304	$	—	$	—	$	43,304

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 June 30, 2026 were recorded in our Condensed Consolidated Balance Sheet as accrued liabilities of $16.8 million and other liabilities of $26.5 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 $14.1 million and $32.6 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.

-9-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2026 and 2025 and for the

three and six 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:


	Unrecognized Net Defined Benefit Plan Costs		Change in Fair Value of Derivatives		Foreign Currency Translation		Total
	(Dollars in thousands)
Balance at December 31, 2025	$	(116,840)	$	(966)	$	(95,750)	$	(213,556)
Other comprehensive income before reclassifications	—		2,704		(27)		2,677
Amounts reclassified from accumulated other comprehensive loss	2,673		1,075		—		3,748
Other comprehensive income	2,673		3,779		(27)		6,425
Balance at June 30, 2026	$	(114,167)	$	2,813	$	(95,777)	$	(207,131)

The amounts reclassified to earnings from the unrecognized net defined benefit plan costs component of accumulated other comprehensive loss for the three and six months ended June 30, 2026 were net (losses) of $(1.6) million and $(3.2) million, respectively, excluding income tax benefits of $0.3 million and $0.5 million, respectively. For the three and six months ended June 30, 2026, these net (losses) consisted primarily of amortization of net actuarial (losses) of $(1.6) million and $(3.2) million, respectively. Amortization of net actuarial losses and net prior service credit 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 and six months ended June 30, 2026 were not significant.

Other comprehensive income before reclassifications related to foreign currency translation for the three and six months ended June 30, 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 $(8.8) million and $(34.0) million, respectively, and (ii) foreign currency gains related to our net investment hedges of $13.7 million and $45.0 million, respectively, excluding an income tax provision of $(3.3) million and $(10.9) million, respectively. See Note 7 for further discussion.

Note 5. Inventories

Inventories consisted of the following:


	June 30, 2026		June 30, 2025		Dec. 31, 2025
	(Dollars in thousands)
Raw materials	$	467,553	$	490,214	$	586,296
Work-in-process	248,861		231,578		204,882
Finished goods	817,979		788,044		595,089
Other	17,869		17,636		16,861
	1,552,262		1,527,472		1,403,128
Adjustment to value inventory at cost on the LIFO method	(320,172)		(268,961)		(322,994)
	$	1,232,090	$	1,258,511	$	1,080,134

-10-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2026 and 2025 and for the

three and six months then ended is unaudited)

Note 6. Long-Term Debt

Long-term debt consisted of the following:


	June 30, 2026		June 30, 2025		Dec. 31, 2025
	(Dollars in thousands)
Bank debt
Bank revolving loans	$	1,075,902	$	1,361,887	$	—
U.S. term loans	799,000		850,000		841,500

Euro term loans	1,018,681		1,056,421		1,046,390
Other foreign bank revolving and term loans	60,921		67,224		46,165
Total bank debt	2,954,504		3,335,532		1,934,055




4⅛% Senior Notes	600,000		600,000		600,000
2¼% Senior Notes	571,650		586,900		587,200
4¼% Senior Notes	685,980		—		704,640
1.4% Senior Secured Notes	—		500,000		500,000
Finance leases	36,821		40,943		38,783
Total debt - principal	4,848,955		5,063,375		4,364,678
Less unamortized debt issuance costs and debt discount	15,201		11,298		17,830
Total debt	4,833,754		5,052,077		4,346,848
Less current portion	1,178,197		1,937,384		631,632
	$	3,655,557	$	3,114,693	$	3,715,216

At June 30, 2026, the current portion of long-term debt consisted of $590.0 million of U.S. revolving loans, $485.9 million of Euro revolving loans and $51.4 million of Euro term loans under our amended and restated senior secured credit facility, as amended, or the Credit Agreement, $47.5 million of other foreign bank revolving and term loans and $3.4 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). In accordance with the Credit Agreement, the applicable margin for term loans is reset quarterly using the interest rate margin grid for term loans based on our Total Net Leverage Ratio (as defined in the Credit Agreement), and the range for the applicable margin for term loans is 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 (each as defined in the Credit Agreement).

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.

-11-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2026 and 2025 and for the

three and six 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 June 30, 2026:


	Carrying Amount		Fair Value
	(Dollars in thousands)
Assets:
Cash and cash equivalents	$	351,527	$	351,527


Liabilities:
Bank debt	$	2,954,504	$	2,954,504


4⅛% Senior Notes	599,763		592,116
2¼% Senior Notes	571,650		560,526
4¼% Senior Notes	685,980		683,085

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 June 30, 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.

-12-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2026 and 2025 and for the

three and six 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, natural gas cost and foreign currency exchange rate exposures. We generally limit our use of derivative financial instruments to interest rate swap, natural gas swap and foreign exchange 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 June 30, 2026 and December 31, 2025, we had outstanding €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 and six months ended June 30, 2026. The total fair value of our interest rate swaps agreements in effect at June 30, 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 and six months ended June 30, 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 June 30, 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 and six months ended June 30, 2026 were $13.7 million and $45.0 million, respectively. To a lesser extent, we have entered into foreign exchange forward agreements. The total fair value of our foreign exchange forward agreements in effect at June 30, 2026 was not significant.

-13-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2026 and 2025 and for the

three and six 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 $370.4 million, $248.4 million and $438.5 million at June 30, 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 were as follows:


	Three Months Ended				Six Months Ended
	June 30, 2026		June 30, 2025		June 30, 2026		June 30, 2025

	(Dollars in thousands)
Service cost	$	1,551	$	1,968	$	3,133	$	3,912
Interest cost	7,614		8,177		15,295		16,296
Expected return on plan assets	(10,410)		(10,256)		(20,819)		(20,513)
Amortization of prior service (credit) cost	(15)		5		(28)		13
Amortization of actuarial losses	1,785		1,883		3,567		3,776

Net periodic benefit cost	$	525	$	1,777	$	1,148	$	3,484

The components of the net periodic other postretirement benefit (credit) cost were as follows:


	Three Months Ended				Six Months Ended
	June 30, 2026		June 30, 2025		June 30, 2026		June 30, 2025

	(Dollars in thousands)
Service cost	$	2	$	6	$	5	$	10
Interest cost	91		151		183		302
Amortization of prior service credit	(17)		(14)		(33)		(29)
Amortization of actuarial gains	(157)		(86)		(314)		(172)
Net periodic benefit (credit) cost	$	(81)	$	57	$	(159)	$	111

-14-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2026 and 2025 and for the

three and six 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 six months ended June 30, 2026. At June 30, 2026, we had $500.0 million remaining under this authorization for the repurchase of our common stock.

During the first six months of 2026, we issued 392,901 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 June 30, 2026, 69,430,476 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 six months of 2026, 803,632 restricted stock units were granted to certain of our officers, other key employees and outside directors. The fair value of these restricted stock units at the grant date was $38.0 million, which is being amortized ratably over the respective vesting period from the grant date.

At our annual meeting of stockholders held on May 26, 2026, our stockholders approved the First Amendment to the Silgan Holdings Inc. Second Amended and Restated 2004 Stock Incentive Plan, or, as amended, the Stock Incentive Plan, which among other things, increased the number of shares of our common stock available for awards under the Stock Incentive Plan by an additional 4,000,000 shares. The total number of shares of our common stock available for issuance under the Stock Incentive Plan as of June 30, 2026 was 4,402,054.

-15-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2026 and 2025 and for the

three and six months then ended is unaudited)

Note 14. Earnings Per Share

The components of the calculation of earnings per share were as follows:


	Three Months Ended				Six Months Ended
	June 30, 2026		June 30, 2025		June 30, 2026		June 30, 2025

	(Dollars and shares in thousands)
Net income	$	75,758	$	88,944	$	138,797	$	156,906
Weighted average number of shares used in:
Basic earnings per share	105,752		107,051		105,671		106,984
Dilutive common stock equivalents:
Restricted stock units	40		200		153		310
Diluted earnings per share	105,792		107,251		105,824		107,294

For the three and six months ended June 30, 2026, 1,498,860 and 945,698 restricted stock units, respectively, were excluded from the computation of diluted earnings per share because they were not dilutive.

Note 15. 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.

-16-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2026 and 2025 and for the

three and six months then ended is unaudited)

Reportable segment information was as follows:


	Dispensing and Specialty Closures		Metal Containers		Custom Containers		Corporate		Total
	(Dollars in thousands)
Three Months Ended June 30, 2026
Net sales	$	713,862	$	763,936	$	165,471	$	—	$	1,643,269
Segment expenses and other (a)	607,247		698,057		138,322		15,360		1,458,986
Equity in earnings of affiliates, net of tax	982		—		—		—		982
Adjusted EBIT	107,597		65,879		27,149		(15,360)		185,265
Depreciation	39,266		20,260		8,022		119		67,667
Capital expenditures	36,345		21,208		6,684		7		64,244

Three Months Ended June 30, 2025
Net sales	$	702,187	$	676,056	$	160,918	$	—	$	1,539,161
Segment expenses and other (a)	594,817		605,285		135,989		10,654		1,346,745
Equity in earnings of affiliates, net of tax	555		—		—		—		555
Adjusted EBIT	107,925		70,771		24,929		(10,654)		192,971
Depreciation	37,633		13,607		8,684		102		60,026
Capital expenditures	48,707		17,728		5,826		508		72,769

Six Months Ended June 30, 2026
Net sales	$	1,399,184	$	1,488,806	$	316,537	$	—	$	3,204,527
Segment expenses and other (a)	1,197,694		1,373,102		267,670		31,027		2,869,493
Equity in earnings of affiliates, net of tax	2,180		—		—		—		2,180
Adjusted EBIT	203,670		115,704		48,867		(31,027)		337,214
Depreciation	79,934		40,251		16,061		237		136,483
Segment assets	5,777,536		2,956,843		746,513		50,318		9,531,210
Capital expenditures	84,831		50,318		11,532		7		146,688

Six Months Ended June 30, 2025
Net sales	$	1,373,290	$	1,304,483	$	328,049	$	—	$	3,005,822
Segment expenses and other (a)	1,167,879		1,184,156		278,536		25,727		2,656,298
Equity in earnings of affiliates, net of tax	1,717		—		—		—		1,717
Adjusted EBIT	207,128		120,327		49,513		(25,727)		351,241
Depreciation	73,488		32,892		17,448		148		123,976
Segment assets	5,846,884		2,706,408		780,467		39,861		9,373,620
Capital expenditures	92,141		48,971		13,665		916		155,693

(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.

-17-

SILGAN HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Information at June 30, 2026 and 2025 and for the

three and six months then ended is unaudited)

Total adjusted EBIT is reconciled to income before income taxes as follows:


	Three Months Ended				Six Months Ended
	June 30, 2026		June 30, 2025		June 30, 2026		June 30, 2025

	(Dollars in thousands)
Total adjusted EBIT	$	185,265	$	192,971	$	337,214	$	351,241
Less:
Acquired intangible asset amortization expense	16,082		15,946		32,198		31,359
Other pension (income) for U.S. pension plans and closed facilities	(1,003)		(925)		(2,010)		(1,850)
Equity in earnings of affiliates, net of tax	982		555		2,180		1,717
Rationalization charges	18,159		9,864		27,206		20,823

Costs attributed to announced acquisitions	—		—		—		1,117

Income before interest and income taxes	151,045		167,531		277,640		298,075
Interest and other debt expense	47,117		48,699		89,566		91,627
Income before income taxes	$	103,928	$	118,832	$	188,074	$	206,448

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.

-18-

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.

-19-

RESULTS OF OPERATIONS

The following table sets forth certain unaudited income statement data expressed as a percentage of net sales for the periods presented:


	Three Months Ended				Six Months Ended
	June 30, 2026		June 30, 2025		June 30, 2026		June 30, 2025

Net sales
Dispensing and Specialty Closures	43.4	%	45.6	%	43.7	%	45.7	%
Metal Containers	46.5		43.9		46.4		43.4
Custom Containers	10.1		10.5		9.9		10.9
Consolidated	100.0		100.0		100.0		100.0
Cost of goods sold	82.1		80.6		82.5		81.1
Gross profit	17.9		19.4		17.5		18.9
Selling, general and administrative expenses	7.7		7.9		8.1		8.3
Rationalization charges	1.1		0.6		0.8		0.7
Other pension and postretirement income	(0.1)		—		(0.1)		—
Income before interest and income taxes	9.2		10.9		8.7		9.9
Interest and other debt expense	2.9		3.2		2.8		3.0
Income before income taxes	6.3		7.7		5.9		6.9
Provision for income taxes	1.8		2.0		1.7		1.7
Income before equity in earnings of affiliates	4.5		5.7		4.2		5.2
Equity in earnings of affiliates, net of tax	0.1		0.1		0.1		0.1
Net income	4.6	%	5.8	%	4.3	%	5.3	%

Summary unaudited results of operations for the periods presented are provided below.


	Three Months Ended				Six Months Ended
	June 30, 2026		June 30, 2025		June 30, 2026		June 30, 2025

	(dollars in millions)
Net sales
Dispensing and Specialty Closures	$	713.9	$	702.2	$	1,399.2	$	1,373.3
Metal Containers	763.9		676.1		1,488.8		1,304.5
Custom Containers	165.5		160.9		316.5		328.0
Consolidated	$	1,643.3	$	1,539.2	$	3,204.5	$	3,005.8

Income before interest and income taxes
Dispensing and Specialty Closures	$	85.5	$	89.8	$	162.8	$	169.7
Metal Containers	55.4		65.7		100.4		110.5
Custom Containers	25.5		22.6		45.5		44.7
Corporate	(15.4)		(10.6)		(31.1)		(26.8)
Consolidated	$	151.0	$	167.5	$	277.6	$	298.1

Net Sales. In the second quarter of 2026, consolidated net sales were $1.6 billion, an increase of $104.1 million, or 6.8 percent, as compared to the second quarter of 2025 primarily due to the contractual pass through of higher raw material and other manufacturing costs, the impact from favorable foreign currency translation of approximately $16.0 million and a more favorable mix of products sold in the custom containers segment, partially offset by a less favorable mix of products sold in the dispensing and specialty closures and metal containers segments and lower volumes in the dispensing and specialty closures and custom containers segments.

-20-

In the first six months of 2026, consolidated net sales were $3.2 billion, an increase of $198.7 million, or 6.6 percent, as compared to the first six months of 2025 primarily due to the contractual pass through of higher raw material and other manufacturing costs, the impact from favorable foreign currency translation of approximately $62.0 million, higher unit volumes in the metal containers segment and a more favorable mix of products sold in the custom containers segment, partially offset by a less favorable mix of products sold in the dispensing and specialty closures and metal containers segments and lower volumes in the dispensing and specialty closures and custom containers segments.

Gross Profit. Gross profit margin decreased 1.5 percentage points to 17.9 percent in the second quarter of 2026 as compared to the same period in 2025 and decreased 1.4 percentage points to 17.5 percent in the first six months of 2026 as compared to the same periods in 2025 primarily for the reasons discussed below in "Income before Interest and Income Taxes".

Selling, General and Administrative Expenses. In the second quarter of 2026, selling, general and administrative expenses as a percentage of consolidated net sales decreased to 7.7 percent as compared to 7.9 percent in the second quarter of 2025. For the second quarter of 2026, selling, general and administrative expenses increased $5.0 million to $126.8 million as compared to the second quarter of 2025. In the first six months of 2026, selling, general and administrative expenses as a percentage of consolidated net sales decreased to 8.1 percent as compared to 8.3 percent in the first six months of 2025. In the first six months of 2026, selling, general and administrative expenses increased $7.1 million to $258.0 million as compared to the first six months of 2025. The increase in selling, general and administrative expenses for each of the second quarter and the first six months of 2026 was primarily due to the impact of higher foreign currency exchange rates and higher expenses for corporate development activities.

Income before Interest and Income Taxes. In the second quarter of 2026, income before interest and income taxes decreased by $16.5 million to $151.0 million as compared to $167.5 million in the second quarter of 2025, and margins decreased to 9.2 percent from 10.9 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 in the dispensing and specialty closures and metal containers segments, higher rationalization charges, higher expenses for corporate development activities and lower volumes in the dispensing and specialty closures and custom containers segments, partially offset by the favorable impact of foreign currency and a more favorable mix of products sold in the custom containers segment. Rationalization charges were $18.2 million and $9.9 million in the second quarters of 2026 and 2025, respectively.

In the first six months of 2026, income before interest and income taxes decreased by $20.5 million to $277.6 million as compared to $298.1 million in the first six months of 2025, and margins decreased to 8.7 percent from 9.9 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 in the dispensing and specialty closures and metal containers segments, lower volumes in the dispensing and specialty closures and custom containers segments, higher rationalization charges, higher expenses for corporate development activities, and the benefit in the prior year period from the sell through of lower cost inventory and the adverse impact in the current year period from the sell through of higher cost inventory in our European metal closures operations, partially offset by the favorable impact of foreign currency, higher unit volumes in the metal containers segment and a more favorable mix of products sold in the custom containers segment. Rationalization charges were $27.2 million and $20.8 million in the first six month of 2026 and 2025, respectively.

Interest and Other Debt Expense. In the second quarter of 2026, interest and other debt expense decreased $1.6 million to $47.1 million as compared to $48.7 million in the second quarter of 2025. In the first six months of 2026, interest and other debt expense before the loss on early extinguishment of debt decreased $3.1 million to $88.5 million as compared to $91.6 million in the first six months of 2025. The decrease in the second quarter of 2026 was primarily due to lower average outstanding debt borrowings in the current year period as compared to the prior year period. The decrease in the first six months of 2026 was primarily due to lower weighted average interest rates during the current year period as compared to the prior year period.

Provision for Income Taxes. For the second quarters of 2026 and 2025, the effective tax rates were 28.1 percent and 25.6 percent, respectively. For the first six months of 2026 and 2025, the effective tax rates were 27.4 percent and 24.8 percent, respectively. The increase in the effective tax rates in the second quarter and first six months of 2026 was primarily due to changes in the geographic mix of profit in the current year periods as compared to the prior year periods.

-21-

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.

-22-

A reconciliation of such non-GAAP financial measures for the periods presented is provided below:


	Three Months Ended				Six Months Ended
	June 30, 2026		June 30, 2025		June 30, 2026		June 30, 2025

	(Dollars in millions)
Dispensing and Specialty Closures
Income before interest and income taxes (EBIT)	$	85.5	$	89.8	$	162.8	$	169.7
Acquired intangible asset amortization expense	14.7		14.4		29.6		28.4
Other pension expense (income) for U.S. pension plans and closed facilities	0.3		(0.2)		0.6		(0.3)
Equity in earnings of affiliates, net of tax	1.0		0.6		2.2		1.7
Rationalization charges	6.1		3.3		8.5		7.6

Adjusted EBIT	$	107.6	$	107.9	$	203.7	$	207.1

Metal Containers
Income before interest and income taxes (EBIT)	$	55.4	$	65.7	$	100.4	$	110.5
Acquired intangible asset amortization expense	0.4		0.4		0.7		0.7
Other pension (income) for U.S. pension plans and closed facilities	(1.3)		(0.4)		(2.6)		(1.0)
Rationalization charges	11.4		5.1		17.2		10.1

Adjusted EBIT	$	65.9	$	70.8	$	115.7	$	120.3

Custom Containers
Income before interest and income taxes (EBIT)	$	25.5	$	22.6	$	45.5	$	44.7
Acquired intangible asset amortization expense	1.0		1.1		1.9		2.2
Other pension (income) for U.S. pension plans and closed facilities	—		(0.3)		—		(0.5)
Rationalization charges	0.7		1.5		1.5		3.1

Adjusted EBIT	$	27.2	$	24.9	$	48.9	$	49.5

Corporate
Loss before interest and income taxes (EBIT)	$	(15.4)	$	(10.6)	$	(31.1)	$	(26.8)

Costs attributed to announced acquisitions	—		—		—		1.1
Adjusted EBIT	$	(15.4)	$	(10.6)	$	(31.1)	$	(25.7)

Total adjusted EBIT	$	185.3	$	193.0	$	337.2	$	351.2

-23-

Dispensing and Specialty Closures Segment


	Three Months Ended						Six Months Ended
	June 30, 2026			June 30, 2025			June 30, 2026			June 30, 2025

	(Dollars in millions)

Net sales	$	713.9		$	702.2		$	1,399.2		$	1,373.3
Income before interest and income taxes (EBIT)	85.5			89.8			162.8			169.7
Income before interest and income taxes margin (EBIT margin)	12.0		%	12.8		%	11.6		%	12.4		%
Adjusted EBIT	$	107.6		$	107.9		$	203.7		$	207.1
Adjusted EBIT margin	15.1		%	15.4		%	14.6		%	15.1		%

In the second quarter of 2026, net sales for the dispensing and specialty closures segment increased $11.7 million, or 1.7 percent, as compared to the second quarter of 2025. This increase was primarily the result of the pass through of higher raw material and other costs and the impact of favorable foreign currency translation of approximately $14.0 million, partially offset by a less favorable mix of products sold and lower unit volumes of approximately one percent predominantly in Brazil.

In the first six months of 2026, net sales for the dispensing and specialty closures segment increased $25.9 million, or 1.9 percent, as compared to the first six months of 2025. This increase was primarily the result of favorable foreign currency translation of approximately $50.0 million and the pass through of higher raw material and other costs, partially offset by lower unit volumes of approximately two percent and a less favorable mix of products sold predominantly in Brazil and as a result of production impacts due to severe weather in the first quarter of 2026.

In the second quarter of 2026, adjusted EBIT of the dispensing and specialty closures segment decreased $0.3 million as compared to the second quarter of 2025, and adjusted EBIT margin decreased to 15.1 percent from 15.4 percent over the same periods. The decrease in adjusted EBIT was primarily due to a less favorable mix of products sold and lower unit volumes, partially offset by the favorable impact of foreign currency.

In the first six months of 2026, adjusted EBIT of the dispensing and specialty closures segment decreased $3.4 million as compared to the first six months of 2025, and adjusted EBIT margin decreased to 14.6 percent from 15.1 percent over the same periods. The decrease in adjusted EBIT was primarily due to a less favorable mix of products sold, lower unit volumes, and the benefit in the prior year period from the sell through of lower cost inventory and the adverse impact in the current year period from the sell through of higher cost inventory in our European metal closures operations, partially offset by the favorable impact of foreign currency.

-24-

Metal Containers Segment


	Three Months Ended						Six Months Ended
	June 30, 2026			June 30, 2025			June 30, 2026			June 30, 2025

	(Dollars in millions)

Net sales	$	763.9		$	676.1		$	1,488.8		$	1,304.5
Income before interest and income taxes (EBIT)	55.4			65.7			100.4			110.5
Income before interest and income taxes margin (EBIT margin)	7.3		%	9.7		%	6.7		%	8.5		%
Adjusted EBIT	$	65.9		$	70.8		$	115.7		$	120.3
Adjusted EBIT margin	8.6		%	10.5		%	7.8		%	9.2		%

In the second quarter of 2026, net sales for the metal containers segment increased $87.8 million, or 13.0 percent, as compared to the second quarter of 2025. This increase was primarily the result of the contractual pass through of higher raw material and other manufacturing costs and the impact of favorable foreign currency translation of approximately $2.0 million, partially offset by a less favorable mix of products sold. Unit volumes were comparable to the prior year period with higher volumes for pet food markets offset by lower volumes for fruit and vegetable markets as a result of more normal seasonal order patterns and soup markets.

In the first six months of 2026, net sales for the metal containers segment increased $184.3 million, or 14.1 percent, as compared to the first six months of 2025. This increase was primarily the result of the contractual pass through of higher raw material and other manufacturing costs, the impact of favorable foreign currency translation of approximately $11.0 million, and higher unit volumes of approximately one percent, partially offset by a less favorable mix of products sold.

In the second quarter of 2026, adjusted EBIT of the metal containers segment decreased $4.9 million as compared to the second quarter of 2025, and adjusted EBIT margin decreased to 8.6 percent from 10.5 percent for the same periods. The decrease in adjusted EBIT was primarily due to a less favorable mix of products sold due to higher unit volumes for pet food markets and lower unit volumes for fruit and vegetable markets and soup markets. Adjusted EBIT margin was negatively impacted by the mathematical consequence of passing through higher raw material costs during the second quarter of 2026.

In the first six months of 2026, adjusted EBIT of the metal containers segment decreased $4.6 million as compared to the first six months of 2025, and adjusted EBIT margin decreased to 7.8 percent from 9.2 percent for the same periods. The decrease in adjusted EBIT was primarily due to a less favorable mix of products sold, partially offset by higher unit volumes. Adjusted EBIT margin was negatively impacted by the mathematical consequence of passing through higher raw material costs during the first six months of 2026.

-25-

Custom Containers Segment


	Three Months Ended						Six Months Ended
	June 30, 2026			June 30, 2025			June 30, 2026			June 30, 2025

	(Dollars in millions)

Net sales	$	165.5		$	160.9		$	316.5		$	328.0
Income before interest and income taxes (EBIT)	25.5			22.6			45.5			44.7
Income before interest and income taxes margin (EBIT margin)	15.4		%	14.0		%	14.4		%	13.6		%
Adjusted EBIT	$	27.2		$	24.9		$	48.9		$	49.5
Adjusted EBIT margin	16.4		%	15.5		%	15.5		%	15.1		%

In the second quarter of 2026, net sales for the custom containers segment increased $4.6 million, or 2.9 percent, as compared to the second quarter of 2025. This increase was principally due to the pass through of higher raw material and other manufacturing costs and a more favorable mix of products sold, partially offset by lower volumes of approximately four percent primarily from the exit of lower margin business in late 2025 as a result of footprint optimization plans to achieve previously announced cost reduction goals.

In the first six months of 2026, net sales for the custom containers segment decreased $11.5 million, or 3.5 percent, as compared to the first six months of 2025. This decrease was principally due to lower volumes of approximately seven percent primarily from the exit of lower margin business in late 2025 as a result of footprint optimization plans to achieve previously announced cost reduction goals, partially offset by the pass through of higher raw material and other manufacturing costs, a more favorable mix of products sold and the impact of favorable foreign currency translation of approximately $1.0 million.

In the second quarter of 2026, adjusted EBIT of the custom containers segment increased $2.3 million as compared to the second quarter of 2025, and adjusted EBIT margin increased to 16.4 percent from 15.5 percent over the same periods. The increase in adjusted EBIT was primarily attributable a more favorable mix of products sold including as a result of the benefit of previously announced cost reductions in the current year quarter, partially offset by lower volumes.

In the first six months of 2026, adjusted EBIT of the custom containers segment decreased $0.6 million as compared to the first six months of 2025, while adjusted EBIT margin increased to 15.5 percent from 15.1 percent over the same periods. The decrease in adjusted EBIT was primarily attributable to lower volumes, partially offset by a more favorable mix of products sold including as a result of the benefit of previously announced cost reductions in the current year period.

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). In accordance with the Credit Agreement, the applicable margin for term loans is reset quarterly using the interest rate margin grid for term loans based on our Total Net Leverage Ratio (as defined in the Credit Agreement), and the range for the applicable margin for term loans is 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 (each as defined in the Credit Agreement).

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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 six months ended June 30, 2026, we used net borrowings of revolving loans of $1.1 billion, cash and cash equivalents of $729.1 million and the positive effect of exchange rate changes on cash and cash equivalents of $0.7 million to fund cash used in operations of $993.9 million, the repayment of long-term debt of $542.5 million, net capital expenditures and other investing activities of $141.7 million, decreases in outstanding checks of $97.4 million, dividends paid on our common stock of $45.1 million, repurchases of our common stock of $7.8 million, the repayment of principal amounts under finance leases of $1.9 million and debt issuance costs of $1.4 million.

For the six months ended June 30, 2025, we used net borrowings of revolving loans of $1.4 billion, cash and cash equivalents of $505.4 million and the positive effect of exchange rate changes on cash and cash equivalents of $31.4 million to fund cash used in operations of $904.9 million, the repayment of long-term debt of $706.3 million, net capital expenditures and other investing activities of $145.8 million, decreases in outstanding checks of $85.0 million, dividends paid on our common stock of $43.4 million, repurchases of our common stock of $6.9 million and the repayment of principal amounts under finance leases of $2.4 million.

At June 30, 2026, we had $1.1 billion of revolving loans outstanding under the Credit Agreement. After taking into account outstanding letters of credit of $21.7 million, the available portion of revolving loans under the Credit Agreement at June 30, 2026 was $402.4 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

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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 $370.4 million, $248.4 million and $438.5 million at June 30, 2026 and 2025 and December 31, 2025, respectively.

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 $20.8 million and $8.0 million for the six months ended June 30, 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 $14.1 million and $32.6 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 and six months ended June 30, 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 and six months ended June 30, 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 second 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						Description

*31.1						Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.

*31.2						Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.

*32.1						Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act.

*32.2						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.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.


			SILGAN HOLDINGS INC.



Dated: August 6, 2026			/s/ Shawn C. Fabry
			Shawn C. Fabry
			Executive Vice President and
			Chief Financial Officer
			(Principal Financial Officer)

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Silgan Holdings - 10-Q quarterly report FY2026 Q2

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