UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

June 47, 2024 (June 35, 2024)

Date of Report (Date of earliest event reported)

GREIF, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-00566	31-4388903
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


425 Winter Road, Delaware Ohio			43015
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (740) 549-6000

Former name, former address and former fiscal year, if changed since last report: Not Applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

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


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A Common Stock	GEF	New York Stock Exchange
Class B Common Stock	GEF-B	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 5 – ~~Corporate~~Financial ~~Governance and Management~~Information

Item 5 2.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers;~~ Condition.

~~Compensatory~~On ~~Arrangements~~June 5, 2024, Greif, Inc. (the "Company") issued a press release (the “Earnings Release”) announcing the financial results for its second quarter ended April 30, 2024. The full text of ~~Certain~~the ~~Officers~~Earnings Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

~~Item~~The 5Earnings Release includes various non-GAAP financial measures, including measures such as net income excluding the impact of certain adjustments, earnings per diluted Class A share excluding the impact of certain adjustments, consolidated adjusted EBITDA, adjusted free cash flow and net debt.~~02(d)~~ Management of the Company uses these non-GAAP financial measures to evaluate ongoing operations and believes that these non-GAAP financial measures are useful to investors. The exclusion of the impact of the identified adjustments enable management and investors to perform meaningful comparisons of current and historical performance of the Company. Management of the Company also believes that the exclusion of the impact of the identified adjustments provides a stable platform on which to compare the historical performance of the Company and that investors desire this information.

OnThe ~~June~~non-GAAP 3,financial ~~2024,~~measures included in ~~accordance~~the ~~with~~Earnings ~~Article~~Release ~~II,~~should ~~Section~~be ~~2.1~~read oftogether ~~the~~with ~~By-Laws~~our offinancial ~~Greif, Inc~~results. ~~(the~~These ~~"Company"),~~non-GAAP ~~and~~financial ~~during~~measures ashould ~~regular~~not ~~meeting,~~be ~~the~~considered ~~Company's~~an ~~Board~~alternative ofor ~~Directors~~substitute ~~(the~~for, ~~"Board")~~and ~~approved~~should anot ~~resolution~~be toconsidered ~~fix~~superior ~~the~~to, ~~number~~our ofreported ~~directors~~financial ofresults. ~~the~~Accordingly, ~~Company~~users atof 10this ~~and~~financial ~~elected~~information ~~Jillian~~should C.not ~~Evanko~~place asundue areliance ~~director to fill the new vacancy~~ on the ~~Board.~~non-GAAP ~~Ms.~~financial ~~Evanko~~measures isincluded toin ~~serve until~~ the ~~Company’s~~Earnings ~~next annual meeting of stockholders and until her successor is elected and qualified~~Release.

~~There~~Section 7 ~~were~~– noRegulation ~~arrangements or understandings between Ms. Evanko and any other person pursuant to which Ms. Evanko was elected as a director of the Company.~~FD

MsItem 7.01. Regulation ~~Evanko~~FD ~~has been appointed to the Audit Committee of the Board~~Disclosure.

~~In connection with her election, Ms~~i.Transcript ~~Evanko received an equity award under the Company’s Amended and Restated Outside Directors Equity Award Plan. Ms. Evanko received 1,465 restricted shares~~ of ~~Class~~Conference A Common Stock, an amount equal to approximately $94,600 divided by the last reported sale price of a share of Class A Common Stock on the NYSE on June 3, 2024 (the award date). None of these shares of Class A Common Stock are subject to a risk of forfeiture; however, such shares are subject to restrictions on transfer for three years. All of these shares were fully vested on the award date with eligibility to participate in the receipt of all dividends declared on the Company’s shares of Class A Common Stock. Call

~~The~~On ~~press~~June ~~release~~6, ~~announcing~~2024, ~~Ms.~~management ~~Evanko'~~of the Company held a conference call with interested investors and financial analysts (the “Conference Call”) to discuss the Company’s ~~election~~financial asresults ~~director~~for its second quarter ended April 30, 2024. The file transcript of the Conference Call is ~~attached~~furnished as Exhibit 99.12 to this Current Report on Form 8-K.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.			Description
99.1			Press release issued by Greif, Inc. on June 35, 2024 announcing the ~~election~~financial ofresults ~~Jillian~~for ~~Evanko~~its tosecond ~~the~~quarter ~~Board~~ended ofApril ~~Directors of Greif~~30, ~~Inc~~2024.
99.2			File transcript of conference call with interested investors and financial analysts held by management of Greif Inc. on June 6, 2024.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GREIF, INC.
Date: June 4, 2024	By	/s/ Gary R. Martz
Date: June 7, 2024	By	/s/ Lawrence A. Hilsheimer
		Gary R. MartzExecutive Vice President
		Lawrence A. Hilsheimer,Executive Vice President and Chief Financial Officer

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