UNITED STATES

~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DC D.C. 20549

FORM 8-K

CURRENT REPORT

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

~~Pursuant~~November to26, ~~Section 13~~2025 ~~or 15~~(d)November of25, ~~the~~2025)

~~Securities~~Date of ~~Exchange~~Report: ~~Act~~(Date of ~~1934~~earliest event reported)

BALL CORPORATION (Exact name of Registrant as specified in its charter)

November 10, 2025

Indiana	001-07349	35-0160610
(State or other jurisdiction	(Commission	(IRS Employer
of Incorporation)	File No.)	Identification No.)

Date of Report (Date of earliest event reported)

BALL CORPORATION

(Exact name of Registrant as specified in its charter)


Indiana	001-07349	35-0160610
(State of	(Commission	(IRS Employer
Incorporation)	File No.)	Identification No.)

9200 W. 108th Circle, P.O. Box 5000, Westminster, CO 80021-2510

(Address of principal executive offices,) ~~including~~ (ZIP Code)

(303) 469-3131

(Registrant’'s telephone number, including area code)

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):

~~Not~~¨ ~~Applicable~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~(Former~~¨ ~~name~~Soliciting ormaterial ~~former~~pursuant ~~address,~~to ifRule ~~changed~~14a-12 ~~since~~under ~~last~~the ~~report~~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))

~~Check~~¨ ~~the appropriate box below if the Form 8~~Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously~~Rule ~~satisfy~~13e-4(c) ~~the filing obligation of the Registrant~~ under ~~any of~~ the ~~following~~Exchange ~~provisions~~Act (~~see~~17 ~~General~~CFR ~~Instruction A~~240.~~2. below~~13e-4(c):)

☐ 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))

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 Name of each exchange on which registered Common Stock, without Par Value BALL NYSE

~~Title~~Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of ~~each~~the ~~class~~Securities ~~Trading~~Act ~~Symbol(s)~~of ~~Name~~1933 (§230.405 of ~~each~~this ~~exchange~~chapter) onor ~~which~~Rule 12b-2 ~~registered~~of ~~Common~~the ~~Stock,~~Securities ~~without~~Exchange ~~par~~Act ~~value~~of ~~BALL~~1934 ~~NYSE~~(§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. ¨

Item 1.01 Entry into a Material Definitive Agreement.

On November 25, 2025, Ball Corporation, an Indiana corporation (“Ball”), entered into a Sixth Amendment to Credit Agreement (the “Sixth Amendment”), among Ball, as a borrower and guarantor, certain subsidiaries of Ball party thereto as borrowers and as guarantors, Bank of America, N.A., as administrative agent and as collateral agent, the lenders party thereto, and the initial issuing banks party thereto, which amends Ball’s existing stock secured Credit Agreement, dated as of March 18, 2016 (as amended prior to the Sixth Amendment, the “Credit Agreement” and, as amended by the Sixth Amendment, the “Amended Credit Agreement”) by, among other things, (i) extending the maturity of each facility from June 28, 2027 to November 25, 2030 and (ii) refinancing the existing term loan A and revolving facilities thereunder with (x) a term loan A facility available to Ball in an aggregate principal amount of $1,500,000,000, (y) a U.S. dollar revolving credit facility available to Ball and certain of its domestic subsidiaries in an aggregate principal amount of $1,250,000,000, and (z) a multi-currency revolving credit facility available to Ball and certain of its subsidiaries in an aggregate principal amount of $750,000,000.

Borrowings in (i) U.S. dollars shall bear interest based on a (x) term secured overnight financing rate (“SOFR”) or (y) base rate, (ii) Pounds sterling shall bear interest based on a daily sterling overnight index average rate (“SONIA”), (iii) Euros shall bear interest based on the EURIBOR rate, (iv) Canadian dollars shall be interest based on the term CORRA Rate, (v) Swiss Francs shall be interest based on the SARON rate, and (vi) Australian dollars shall be interest based on the BBSY rate, in each case of clauses (i) through (vi) above, plus a margin as described below.

The margin for each of the foregoing rates other than the base rate shall range from, to the extent applicable to such benchmark rate, 1.00% to 1.50% based on the net leverage ratio (as defined in the Amended Credit Agreement) of Ball, with interest periods at Ball’s option of 1, 3 or 6 months or, subject to certain conditions, 12 months. The margin for base rate borrowings shall range from 0.00% to 0.50% based on the net leverage ratio of Ball. However, prior to the delivery of Ball’s quarterly financial statements for the fiscal year ending December 31, 2025, such margin shall be 1.25 percent for all borrowings except for base rate borrowings.

~~Ball~~Outstanding ~~Corporation~~term loans under the term loan A facility are payable in equal installments of $0 on the last business day of each fiscal quarter occurring after November 25, 2025 and ending prior to the fiscal quarter ending March 31, 2027; and subsequently in equal installments of $9,375,000 on the last business day of each of the following full fiscal quarters commencing with the fiscal quarter ending March 31, 2027, ending with (and including) the fiscal quarter ending December 31, 2028; and subsequently in equal installments of $18,750,000 on the last business day of each of the following full fiscal quarters commencing with the fiscal quarter ending March 31, 2029, ending with (and including) the fiscal quarter ending immediately prior to the maturity date, with the balance due on the maturity date.

~~Current~~The ~~Report~~Amended Credit Agreement contains customary representations and warranties, events of default and covenants for a transaction of this type. The Amended Credit Agreement also requires Ball to maintain a net leverage ratio of no greater than 4.50 to 1.00 for any period of four consecutive fiscal quarters of Ball for which financial statements have been delivered ending on ~~Form~~or ~~8-K~~after December 31, 2025. The maximum permitted net leverage ratio increases by 0.50 upon the consummation of certain permitted acquisitions for the four fiscal quarter period commencing with the fiscal quarter in which such acquisition occurs.

~~Dated~~Commitments ~~November~~and 10loans outstanding under the Amended Credit Agreement may be voluntarily reduced or prepaid without premium or penalty other than payment of customary breakage costs. Loans outstanding under the term loan facility will be subject to mandatory prepayment by the net cash proceeds of asset dispositions or casualty or condemnation events with respect to assets of Ball and its subsidiaries, ~~2025~~except for certain specified exceptions and subject to specified thresholds, in each case to the extent not reinvested in accordance with the terms of the Amended Credit Agreement.

~~Item~~If ~~5.02.~~an ~~Departure~~event of ~~Directors~~default orunder ~~Certain~~the ~~Officers;~~Amended ~~Election~~Credit ofAgreement ~~Directors;~~occurs, ~~Appointment~~the commitments ofunder ~~Certain~~the ~~Officers;~~Amended ~~Compensatory~~Credit ~~Arrangements~~Agreement ofmay ~~Certain~~be ~~Officers~~terminated and the principal amount outstanding thereunder, together with all accrued unpaid interest and other amounts owed thereunder, may be declared immediately due and payable.

Ball and all of its present and future material wholly-owned domestic subsidiaries and material wholly-owned U.S. domiciled foreign subsidiaries guaranty the obligations (or, in the case of U.S. domiciled foreign subsidiaries, certain foreign obligations only) under the loan documents and any swap contracts entered into with any of the lenders or their affiliates that remain a lender or an affiliate, with certain exceptions and subject to grace periods in accordance with the terms of the Amended Credit Agreement.

OnThe ~~November~~obligations 10under the loan documents are secured, ~~2025~~with certain exceptions in accordance with the terms of the Amended Credit Agreement and the applicable pledge agreement, ~~Ball~~by ~~Corporation~~a pledge of (i) 100% of the ~~“Company”~~capital orstock “of each of Ball”)’s ~~announced~~present ~~that~~and ~~the~~future ~~board~~direct ofand ~~directors~~indirect material wholly-owned domestic subsidiaries directly owned by Ball or any of ~~the~~its ~~Company~~wholly-owned ~~(the~~domestic ~~“Board”~~subsidiaries, and (ii) ~~approved~~65% of the ~~appointment~~capital stock of ~~Ronald~~each Jof Ball’s present and future material wholly-owned U.S. ~~Lewis~~domiciled asforeign ~~Chief~~subsidiaries ~~Executive~~directly ~~Officer~~owned by Ball or any of ~~the~~its ~~Company~~wholly-owned ~~and~~domestic subsidiaries (a ~~member~~“U.S. ofDomiciled ~~the~~Foreign ~~Board~~Guarantor”), ~~effective~~in ~~immediately.~~each Incase ~~connection~~other ~~with~~than Mrcertain excluded subsidiaries. ~~Lewis’s~~In ~~appointment~~addition, asthe ~~Chief~~obligations of ~~Executive~~certain ~~Officer,~~foreign borrowers under the ~~Board~~loan ~~appointed~~documents ~~Stuart~~are A.secured, ~~Taylor~~with IIcertain asexceptions ~~Chairman~~in accordance with the terms of the ~~Board~~loan documents and ~~eliminated~~the applicable pledge agreement, by a pledge of 100% of the ~~Lead~~capital ~~Independent~~stock ~~Director~~of ~~position,~~any ~~effective~~such ~~immediately. Mr.~~foreign ~~Taylor~~borrowers ~~previously~~owned ~~served~~directly asby ~~Lead~~a ~~Independent~~U.S. ~~Director~~Domiciled Foreign ~~since~~Guarantor ~~2019~~or another foreign borrower.

The foregoing description of the Sixth Amendment and Amended Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Sixth Amendment and Amended Credit Agreement, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K, and which is incorporated herein by reference.

~~Mr.~~Item ~~Lewis, age 59, served as Senior Vice President, Chief Supply Chain and Operations Officer at Ball Corporation since January 2024~~2.03 HeCreation ~~previously~~of ~~served~~a asDirect ~~Chief~~Financial ~~Operating~~Obligation ~~Officer,~~or ~~Global~~an ~~Beverage~~Obligation ~~Packaging~~under from 2021 to 2024 and President, Beverage Packaging EMEA from 2019 to 2021. Before joining Ball in 2019, Mr. Lewis spent 19 years at Coca-Cola European Partners, Coca-Cola Enterprises, Inc. and The Coca-Cola Company, serving in various supply chain and procurement positions. Mr. Lewis holds an ~~undergraduate degree from Montana State University~~Off-~~Bozeman~~Balance ~~and~~Sheet anArrangement ~~MBA from Northwestern University Kellogg School~~ of ~~Management.~~a Registrant.

On November 25, 2025, Ball entered into the Sixth Amendment as described under Item 1.01 above. The description of the Sixth Amendment set forth in Item 1.01 above is hereby incorporated by reference under this Item 2.03.

InThe ~~connection~~foregoing ~~with~~description ~~Mr.~~of ~~Lewis’s~~the ~~appointment,~~Sixth heAmendment does ~~will~~not ~~receive~~purport anto ~~initial~~be ~~base~~complete ~~salary~~and ofis ~~$1,000,000~~subject ~~per year~~to, and anqualified ~~annual~~in ~~cash~~its ~~incentive~~entirety ~~opportunity~~by, atthe afull ~~target~~text of ~~150%~~the ofSixth ~~base~~Amendment ~~salary,~~ which ~~will~~is beattached hereto ~~prorated~~as ~~for~~Exhibit ~~fiscal year 2025~~10.1 ~~Commencing in the Company’s fiscal year 2026, Mr. Lewis will be eligible~~ to ~~receive~~this ~~annual~~Current ~~equity~~Report ~~awards~~on ~~with~~Form ~~a target value of $7~~8-K,~~000,000,~~ ~~pursuant~~and towhich ~~the~~is ~~terms~~incorporated ofherein ~~the~~by ~~Company’s shareholder approved equity plans~~reference.

Item 9.01 Financial Statements and Exhibits.

On(d) November 10, 2025, the Company announced that effective immediately, Daniel W. Fisher would no longer serve as the Company’s chief executive officer or as Chairman of the Board. Mr. Fisher’s departure is not related to any disagreement between Mr. Fisher and the Company. Mr. Fisher’s separation from the Company is a termination by the Company “without cause” for purposes of all plan benefits as well as contractual entitlements, including under Mr. Fisher’s severance benefit agreement with the Company. Exhibits

The following are furnished as exhibits to this report:

Exhibit No.		Description
10.1		Sixth Amendment to Credit Agreement, dated as of November 25, 2025, among Ball Corporation, certain subsidiaries of Ball Corporation party thereto as borrowers, certain subsidiaries of Ball Corporation party thereto as guarantors, Bank of America, N.A., as administrative agent and as collateral agent, certain financial institutions party thereto, as lenders, and the initial issuing banks.
99.1		Ball Corporation Press Release, dated as of November 25, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Lewis and any of the Company’s executive officers or directors or persons nominated or chosen to become a director or executive officer. Mr. Lewis has not engaged in any transaction with the Company during the last fiscal year, and does not propose to engage in any transaction, that would be reportable under Item 404(a) of Regulation S-K.SIGNATURE

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.

On November 10, 2025, the Company announced that the Board approved the appointment of Daniel Rabbitt, 57, as Chief Financial Officer, effective immediately.

	BALL CORPORATION

Date: November 26, 2025	By:	/s/ Deron J. Goodwin
		Name:	Deron J. Goodwin
		Title:	Vice President and Treasurer

Mr. Rabbitt has served as the Company’s interim Chief Financial Officer since May, 2025 and previously served as Senior Vice President for the Company where he oversaw the Corporate Planning & Development function, from 2016. During his tenure with the Company, he has successfully closed a number of strategic transactions. Most of his Ball career has been in executive management roles, working closely with Ball’s Chief Executive Officer and its Board of Directors. Prior to joining Ball, he was Chief Financial Officer and Co-Founder of Mountain Union Telecom, LLC.

In connection with Mr. Rabbitt’s appointment, he will receive an initial base salary of $700,000 per year, and an annual cash incentive opportunity at a target of 90% of base salary, which will be prorated for fiscal year 2025. Commencing in the Company’s fiscal year 2026, Mr. Rabbitt will be eligible to receive annual equity awards with a target value of 200% of base salary, pursuant to the terms of the Company’s shareholder approved equity plans.

There is no arrangement or understanding between Mr. Rabbitt and any other person pursuant to which Mr. Rabbitt was appointed as Chief Financial Officer of the Company. There is no family relationship between Mr. Rabbitt and any member of the Board of Directors or any executive officer of the Company, and there are no transactions between the Company and Mr. Rabbitt that require disclosure under Item 404(a) of Regulation S-K.

Item 7.01Regulation FD Disclosure

A copy of the Company’s press release relating to the announcement described in Item 5.02, dated November 10, 2025, is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01Financial Statements and Exhibits

Exhibits.

The following are furnished as exhibits to this report:


	Exhibit 99.1	Ball Corporation Press Release dated November 10, 2025
	Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Ball Corporation

Form 8-K

November 10, 2025


EXHIBIT INDEX


Description		Exhibit


Ball Corporation Press Release dated November 10, 2025		99.1

SIGNATURE

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.

BALL CORPORATION (Registrant) By: /s/ Hannah Lim-Johnson Hannah Lim-Johnson Title: Senior Vice President and Chief Legal Officer

Date: November 10, 2025

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