A.Reserved
B.Capitalization and indebtedness
Not Applicable
C.Reasons for the offer and use of proceeds
Not Applicable
D.Risk Factors
Our business is subject to a number of risks and uncertainties that may materially adversely affect our business, results of operations, financial condition, cash flows or prospects and that are described below. In addition, you should consider the interrelationship and compounding effects of two or more risks occurring simultaneously.
Summary Risk Factors
The following summarizes the material risks that could materially adversely affect our business, results of operations, financial condition, cash flows or prospects. You should carefully consider all the information set forth in this Annual Report on Form 20-F including, but not limited to, the risks set forth in this “Item 3. Key Information—D. Risk Factors.” Our business, results of operations, financial condition, cash flows or prospects could be materially adversely affected by any of these risks.
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Risks Relating to Our Business, Products and Industry
● risks relating to an increase in metal beverage packaging manufacturing capacity without a corresponding increase in demand;
● risks relating to competition from other metal packaging producers and alternative forms of packaging;
● risks relating to the concentration of our customers or changes in our customers’ strategic choices, such as whether to prioritize price or volume requirements;
● risks associated with a significant write-down of goodwill;
● risks relating to the varied seasonal demand for our products and unseasonable weather conditions;
● risks associated with changes in consumer lifestyle, nutritional preferences, health-related concerns and warnings, health-related drug development, social media influence and consumer taxation;
● risks associated with the further consolidation of our existing customer base;
Risks Relating to Our Supply Chain
● risks relating to the availability and any increase in the costs of raw materials, including as a result of changes in tariffs and duties and our inability to fully pass through input costs;
● risks relating to the stability of energy supply and increase in energy prices, including in Europe as a result of the ongoing Russia-Ukraine war;
● risks relating to the availability and cost of oil and its by-products as a result of political tension or conflicts, in oil producing regions;
● risks associated with our relationships with our suppliers, including maintenance of existing payment and credit terms, and reliance on their ability to make timely deliveries due to factors such as supply chain disruption;
Risks Relating to Economic, Market and Political Matters
● risks relating to changes in the economic, political, credit, and/or financial environment in which we operate, which could have a material adverse effect on our business, such as reducing demand for our products;
● risks relating to currency, interest rate and commodity price fluctuations;
● risks relating to any pandemics or disease outbreaks that have had, and in the future may have, adverse impacts on worldwide economic activity and our business;
Risks Relating to Our Employees and Operations
● risks relating to any interruption in the operations of our production facilities including infrastructure failure from physical damage;
● risks relating to organized strikes or work stoppages by our unionized employees;
● risks relating to our dependence on our executive and senior management, and other highly skilled personnel;
● risks associated with costs and future funding obligations associated with post-retirement benefits provided to our employees;
● risks associated with acquisitions, including with respect to successful integration;
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Risks Relating to our Information Technology Systems
● risks associated with data protection, data breaches, cyberattacks on our IT systems and network disruptions, including the costs and reputational harm associated with such events;
● risks associated with the use of AI tools and systems in our operations and the management of related governance, oversight, and responsible usage.
Risks Relating to Legal and Regulatory Matters
● risks relating to environmental, health and safety concerns, as well as legal, regulatory or other measures to address such concerns and associated costs to us;
● risks relating to legislation and regulation, including costs of compliance and changes to laws and regulations governing our business;
● risks relating to the impact of climate change, both physical and transitional, as well as those associated with the failure to meet our sustainability targets;
● risks associated with workplace injury and illness claims at our production facilities;
● risks relating to failure of our control measures and systems that result in faulty or contaminated products and potential related reputational risk;
● risks relating to litigation, arbitration and other proceedings;
● risks associated with insufficient or prohibitively expensive insurance coverage;
● risks associated with failure to maintain an effective system of disclosure controls and internal controls over financial reporting;
Other
● risks relating to the Services Agreement;
● risks relating to our capital structure, including our substantial debt profile, ability to raise new financing or refinance existing financing, and ability to comply with the covenants in our financing agreements;
● risks relating to the ownership of our Ordinary Shares, including those associated with the activities of our controlling shareholder and our position as a company ultimately controlled by AHSA, and our status as a Luxembourg company and a foreign private issuer; and
● other risks and uncertainties as set forth in this “Item 3. Key Information—D. Risk Factors.”
For a more complete discussion of the material risks facing our business, see below.
Risks Relating to Our Business, Products and Industry
An increase in metal beverage packaging manufacturing capacity, including that of our competitors, without a corresponding increase in demand for metal beverage packaging could cause prices to decline or result in the curtailment or closure of certain of our operations, which could have a material adverse effect on our business.
The profitability of metal beverage packaging companies is heavily influenced by the supply of, and demand for, metal beverage packaging. We, and certain of our major competitors, have recently undertaken significant and long-term metal beverage packaging capacity expansions in the United States, Europe and Brazil. Such expansions may produce, and have produced in certain localities, excess supply if the demand for metal beverage packaging is weaker than anticipated, and the prices we receive for our products could decline or result in the curtailment or closure of certain of
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our operations, which could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
We cannot assure you that metal beverage packaging manufacturing capacity in any of our markets, including the capacity of our competitors, will not increase further in the future, nor can we assure you that demand for metal beverage packaging will meet or exceed supply.
We face competition from other metal beverage packaging producers, as well as from manufacturers of alternative forms of packaging.
The sectors in which we operate are relatively mature and competitive. Prices for the products manufactured by us are primarily driven by raw material costs. Competition in the market is based on price, as well as on innovation, sustainability, design, quality and service. Increases in productivity, combined with potential surplus capacity from recent or planned new investment in the industry, could result in pricing pressures in the future. Our principal competitors include Ball Corporation, Crown Holdings and CANPACK, and some of our competitors may have greater financial, technical or marketing resources, or may have more desirably located, newly installed or excess capacity. See “—An increase in metal beverage packaging manufacturing capacity, including that of our competitors, without a corresponding increase in demand for metal beverage packaging could cause prices to decline or result in the curtailment or closure of certain of our operations, which could have a material adverse effect on our business” for a further discussion on the impact of excess capacity in our market. To the extent that any one or more of our competitors becomes more successful with respect to any key competitive factor, our ability to attract and retain customers could be materially adversely affected. Moreover, changes in the global economic environment could result in reductions in demand for our products in certain instances, which could increase competitive pressures. The occurrence of any of the aforementioned events, among others, could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects. See “—Risks Relating to Economic, Market and Political Matters—Changes to the economic, political, credit, and/or financial environment in which we operate could have a material adverse effect on our business, such as affecting consumer demand for beverage products, which could impact our customers and as a result, reduce the demand for our products” for a further discussion on the impact of the global economic environment on our business.
In addition, we are subject to substantial competition from producers of packaging made from plastic, glass, carton and composites, for example, PET bottles for carbonated soft drinks. Changes in consumer preferences in terms of packaging materials, style and product presentation or a decrease in the costs of alternative packaging products can significantly influence sales, and there can be no assurance that our products will successfully compete against alternative packaging products. An increase in consumer demand for alternative packaging could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
Certain of our customers meet some of their metal beverage packaging requirements through self-manufacturing, which reduces their external purchases of packaging. For example, AB InBev manufactures metal beverage packaging through its affiliate, Metal Container Corporation in the United States, as well as directly in Brazil, and Molson Coors manufacture metal beverage packaging through their joint arrangement, Rocky Mountain Metal Container Corporation in the United States, which they operate with Ball Corporation, who also recently announced the acquisition of a majority shareholding in Benepack, a beverage can manufacturer in Europe, expected to complete in 2026. The potential of further vertical integration of our customers could introduce new production capacity in the market, which may create an imbalance between metal beverage packaging supply and demand and could have a material adverse effect on our future performance.
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As our customers are concentrated, our business could be materially adversely affected if we were unable to maintain relationships with our largest customers.
Our ten largest customers accounted for approximately 57% of our revenue for the year ended December 31, 2025. While we believe that we have good relationships with these customers, there can be no assurance that we will be able to maintain these relationships. Over 80% of our revenue for the year ended December 31, 2025 was backed by multi-year supply agreements, ranging from two to seven years in duration. Although these arrangements have provided, and we expect they will continue to provide, the basis for long-term partnerships with our customers, there can be no assurance that our customers will not cease to purchase our products. These arrangements, unless they are renewed, expire in accordance with their respective terms and may be terminated under certain circumstances, such as our failure to meet quality, volume or other contractual commitments. In addition, if our customers unexpectedly reduce the amount of metal beverage packaging they purchase from us, cease purchasing our metal beverage packaging altogether, or if there are any changes in their strategic choices, such as whether to prioritize price or volume requirements, our revenues could decrease and our inventory levels could increase, both of which could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects. Further, customer concentration could expose us to increased credit risk if our large customers are unable to fulfill their payment obligations to us.
In addition, there can be no assurance that such arrangements will be renewed upon their expiration or that the terms of any renewal will be as favorable to us as the terms of the current arrangements, and there is also the risk that our customers may shift their filling operations to locations in which we do not operate. The loss of one or more of these customers, a significant reduction in sales to these customers, or a significant change in the commercial terms of our relationships with these customers could have a material adverse effect on our business.
A significant write-down of goodwill could have a material adverse effect on our financial condition and results of operations.
Our goodwill as of December 31, 2025 was $1 billion. We evaluate goodwill annually or whenever indicators suggest that impairment may have occurred. The determination of the recoverable amounts of goodwill requires the use of a market approach, which includes estimates and assumptions which are based on comparable companies’ equity valuations. The resulting accounting estimates will, by definition, seldom equal the related actual results. As described further in the audited consolidated financial statements included in this Annual Report, we use the fair value less costs of disposal (“FVLCD”) model for the purposes of our annual goodwill impairment testing. However, if an impairment indicator exists for a cash generating unit (“CGU”), we also use the value in use (“VIU”) model in order to establish the recoverable amount being the higher of the FVLCD model and VIU model when compared to the carrying value of the CGU. Sensitivity analysis is performed reflecting potential variations in assumptions. Future changes in the estimates and assumptions used in the FVLCD or VIU models, general market conditions, or other factors may cause our goodwill to be impaired, resulting in a non-cash charge against results of operations to write-down goodwill for the amount of the impairment. If a significant write-down is required, the charge could have a material adverse effect on our business, financial condition, results of operations or prospects.
Demand for our products is seasonal. Unseasonal weather conditions, including as a result of climate change, could lead to unpredictable demand and materially adversely affect our business.
Demand for our products is seasonal and strongest during spring and summer, which means that our sales in North America and Europe are typically, based on historical trends, greater in the second and third quarters of the year and generally lower in the first and fourth quarters. In Brazil, sales are typically strongest in the first and fourth quarters and generally lower in the second and third quarters. However, demand for our products during the quarters with historically greater sales could be reduced if there is unseasonably cool weather in any of these regions.
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Unseasonable weather could become a more frequent occurrence as a result of climate change, which could have an adverse effect on demand for our products. The occurrence of any such events leading to unpredictable demand could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects. See “—Risks Relating to Legal and Regulatory Matters—Climate change may adversely affect our ability to conduct our business, including the availability and cost of resources required for our production processes” for a more detailed discussion of the ability of extreme weather events to potentially adversely impact our business.
Changes in consumer lifestyle, nutritional preferences, health-related concerns and warnings, health-related drug development, social media influence and consumer taxation could have a material adverse effect on our business.
Changes in consumer demographics, preferences and tastes, including as a result of social media influence, can have an impact on demand for our customers’ products, such as beer, which in turn can lead to reduced demand for our products. Our ability to develop new product offerings for a diverse group of global customers with differing preferences, while maintaining functionality and spurring innovation, is critical to our success. This requires a thorough understanding of our existing and potential customers and end-users on a global basis, particularly in developing or emerging markets. Failure to adapt and deliver quality products that meet our customers’ or end-users’ needs, through research and development or licensing of new technology, ahead of our competitors, could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
In addition, public health and government officials have become increasingly concerned about the health consequences associated with over-consumption of certain types of beverages, such as alcoholic and sugar-sweetened beverages, including those produced by certain of our customers. For example, the U.S. Surgeon General released an advisory statement during 2025 in respect of alcoholic beverages and preventable cancer risks, calling attention to this as a public health issue, which could result in a decrease in demand for those end-products that our customers produce and the World Health Organization has recently released global reports calling on governments to significantly strengthen taxes on sugary drinks and alcoholic beverages. Furthermore, France and the United Kingdom have introduced taxes on drinks with added sugar and artificial sweeteners that companies produce or import. France has also imposed taxes on energy drinks using certain amounts of taurine and caffeine. As a result of such taxes, demand has decreased in these countries, and the publication of similar public health warnings, imposition of similar health-related taxes on end-products, or changes to public policy programs such as food assistance in the U.S., in the future may lower the demand for certain alcoholic beverages and soft drinks that our customers produce, which may as a result cause our customers to reduce their purchases of our products. In addition, the development of appetite suppressant drugs or weight loss medication may change the demand for certain types of beverages. Any decline in the popularity of any end-products due to lifestyle, nutrition or health considerations, or our inability to adapt to customer needs, could have a significant impact on our customers and could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
Further consolidation of our customer base may intensify pricing pressures or result in the loss of customers, either of which could have a material adverse effect on our business, financial condition and results of operations.
Some of our largest customers have acquired companies with similar or complementary product lines in recent years. For example, in 2025 Celsius made two acquisitions, purchasing Alani Nu in April 2025 and the Rockstar Energy brand in the U.S. and Canada from PepsiCo as part of a strategic partnership in August 2025. Separately, in January 2025, Carlsberg acquired Britvic. Prior customer consolidations include the acquisition of Ghost by Keurig Dr Pepper and of Bang Energy by Monster Beverage in 2023; Brasil Kirin by Heineken in 2017 and AB InBev acquired SABMiller in 2016. Such consolidation activities resulted in an increase in the concentration of our sales with our largest customers and if similar consolidations should occur in the future, it could potentially be accompanied by pressure for lower prices. Increased pricing pressures from these customers may have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects. In addition, any consolidation of our customers may lead to their reliance on a reduced number of suppliers. If, following the combination of one of our customers with another company, a competitor
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was to be the main supplier to the newly consolidated company, this could have a material adverse effect on our business, financial condition, results of operations, cash flows or prospects.
Risks Relating to Our Supply Chain
Our profitability could be adversely affected by the availability and increase in the costs of raw and other input materials, including as a result of changes in tariffs and duties.
We use various raw and other input materials, such as aluminum, in our production. The availability and price of various raw and other input materials depends on global and local supply and demand forces, governmental regulations, level of production, resource availability, transportation and other factors. No assurance can be given that we would be able to secure our raw and other input materials from sources other than our current suppliers on terms as favorable as our current terms, or at all. The cost of any of the principal raw or input materials that we use may also significantly increase as a result of any tariff increases, sanctions, duties, transportation disruptions or delays, or other trade actions. Any such shortages, transportation disruptions or increases in cost could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects. Further, the U.S. has signaled its intention to pursue changes to U.S. trade policy, including potentially renegotiating or terminating existing trade agreements and leveraging or expanding tariffs. In February 2025, the U.S. announced both the increase of tariffs on aluminum and the implementation of tariffs on goods from Canada and Mexico, though the latter was subsequently paused. These tariff actions, as well as potential retaliation by another government against such tariffs or policies, could significantly affect the price of aluminum and other raw materials we use, which may have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
The primary raw material that we use is aluminum, which is, in turn, rolled into coils of sheet aluminum by our suppliers for use in our production process. Our business is exposed to both the availability of aluminum and the volatility of aluminum prices, including associated premia. Aluminum is traded daily as a commodity on the London Metal Exchange, which has historically been subject to significant price volatility. Because aluminum is priced in U.S. dollars, fluctuations in the U.S. dollar/euro rate also affect the euro cost of aluminum. See “—Risks Relating to Economic, Market and Political Matters—Currency, interest rate and commodity price fluctuations may have a material impact on our business” for a detailed description on the currency risks associated with the price volatility of aluminum. While in the past sufficient quantities of aluminum have been generally available for purchase, these quantities may not be available in the future, and, even if available, we may not be able to continue to purchase them at current prices and/or other comparable terms. In addition, any increase in the level of investment in metal beverage packaging capacity expansion by us and our competitors will require a significant increase in sheet aluminum production by the suppliers, which will in turn require them to make significant investment and capital expenditures. Failure by the suppliers to increase capacity could cause supply shortages and significant increases in the cost of aluminum.
While raw materials are generally available from a range of suppliers, they are subject to fluctuations in price and availability based on a number of factors, including general economic conditions, commodity price fluctuations (such as with respect to aluminum on the London Metal Exchange), the demand by other industries, such as automotive, aerospace and construction, for the same raw materials and the availability of complementary and substitute materials. Furthermore, adverse political, economic or financial changes, industrial disputes, financial distress, pandemic-related, weather-related and energy- or utilities-related supply disruptions could impact our suppliers, thereby causing supply shortages or increasing costs for our business. Our raw materials suppliers also operate in relatively concentrated industries, and this concentration can impact raw material costs. Over the last ten years, the number of major aluminum suppliers has decreased and there is a possibility of further consolidation. Further consolidation could hinder our ability to obtain adequate supplies of these raw materials and could lead to higher prices for aluminum. In addition, the relative price of oil and its by-products could also impact our business, by affecting other input materials costs, such as coatings, lacquer and ink. Accordingly, the ongoing Russia-Ukraine war and the related economic sanctions, and political tension and conflicts in the Middle East and other oil producing regions could have a material adverse effect on our operating costs, and in turn, our business, results of operations, financial condition, cash flows or prospects. See “—Risks Relating to Economic, Market and Political
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Matters —Changes to the economic, political, credit, and/or financial environment in which we operate could have a material adverse effect on our business, such as affecting consumer demand for beverage products, which could impact our customers and as a result, reduce the demand for our products” for more details.
Although a significant number of our sales contracts with customers include provisions enabling us to pass through increases and reductions in certain input costs, such as aluminum and coatings, we may not be able to pass on all or substantially all raw material and other input price increases or increase our prices to offset increases in raw and other input material costs without suffering reductions in unit volume, revenue and operating income. The perceived certainty of supply at our competitors may also put us at a competitive disadvantage regarding pricing and product volumes. In addition, we may not be able to hedge successfully against raw material cost increases. See “—Risks Relating to Economic, Market and Political Matters—Currency, interest rate and commodity price fluctuations may have a material impact on our business” for a more detailed description on hedging risks associated with commodity prices. Any of the above factors could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
We are dependent on a reliable and affordable supply of energy, and any shortage of energy supplies to our production facilities or increased energy prices could have a material adverse effect on our business.
We require access to reliable sources of affordable energy as certain energy sources are vital to our operations and we rely on a continuous power supply to effectively conduct our business. The ongoing Russia-Ukraine war and the related sanctions have led to a significant increase in our energy and other input costs, and there may be further adverse impacts on energy supplies and prices, particularly in Europe, as a result of uncertainty with regard to Russia’s production and export of oil and natural gas, or from political tension and conflicts in the Middle East and other oil producing regions. See “—Risks Relating to Economic, Market and Political Matters—Changes to the economic, political, credit and/or financial environment in which we operate could have a material adverse effect on our business, such as affecting consumer demand for beverage products, which could impact our customers and as a result, reduce the demand for our products” for more details.
In the event of energy shortages, we may not be able to meet our energy needs. This could lead to production stoppages, shutdowns, a decline in output, and decreased sales. In the event of a prolonged shortfall of adequate energy supplies, we could experience financial distress. In addition, any future increases or fluctuations in energy costs could result in a significant increase in our operating costs, and if we are not able to recover these costs from our customers, or through fixed-price procurement contracts, index tracking procurement contracts and hedging there could be a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
We are reliant on the performance of our suppliers, who may not be able to meet our demands due to supply chain disruption.
We are reliant on our suppliers for the timely delivery of raw materials, such as aluminum for the production of our metal beverage packaging. We also engage third parties for the supply of various services, including, among others, logistics services for the transport of our metal beverage packaging and IT services. If one or more of our suppliers is unable or unwilling to fulfil delivery obligations, for example, due to shortages of necessary raw materials, elevated energy prices or energy shortages, production or operational failures, external conflicts, labor shortages or strikes, capacity allocation to other customers, financial distress, insolvency, government regulations, currency rate fluctuations, natural disasters and adverse weather conditions that are exacerbated by climate change, or other unforeseen circumstances, we could be at risk of production downtime, inventory backlogs and delays in deliveries to customers. The risk of financial distress for our suppliers could become more acute if energy prices increase, or if energy supplies are threatened. As a result, we may need to bear increased costs for such services or to find alternative providers, which may not be available on comparable or suitable terms, or at all. In addition, such suppliers could provide services that do not meet our requirements or fail to provide services in a timely manner, which could cause us to experience disruptions, delays, or product quality issues. If any of the foregoing risks were to materialize, it could have a material adverse effect on our business, financial condition, results of operations, cash flow or prospects.
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Risks Relating to Economic, Market and Political Matters
Changes to the economic, political, credit, and/or financial environment in which we operate could have a material adverse effect on our business, such as affecting consumer demand for beverage products, which could impact our customers and as a result, reduce the demand for our products.
Demand for our packaging depends on demand for the products that use our packaging, which is primarily consumer driven and dependent on general economic conditions. Such macroeconomic conditions can be strongly influenced by geo-political events such as war, insurrection and other such conflicts between nations and state actors and can arise with little warning. Deteriorating general economic conditions may adversely impact consumer confidence resulting in reduced spending on our customers’ products and, thereby, reduced or postponed demand for our products. Any adverse economic conditions may also lead to a limited availability of credit, which could have an adverse effect on the financial condition, particularly on the purchasing ability of some of our customers and distributors. This may result in requests for extended payment terms, credit losses, finished goods obsolescence, insolvencies and diminished available sales channels. Deteriorating general economic conditions could also have an adverse impact on our suppliers, causing them to experience financial distress or insolvency, and jeopardizing their ability to provide timely deliveries of raw materials and other essentials to us, which could in turn have material adverse effects on our business, results of operations, financial condition, cash flows or prospects. Furthermore, such changes in general economic conditions as described above, among others, may reduce our ability to forecast developments in our industry and plan our operations and costs accordingly, resulting in operational inefficiencies.
Recent events that have had a significant impact on macroeconomic conditions around the world include the changes in trade policies and new and increased tariffs by the United States, the Russia-Ukraine war, political tension and conflicts in the Middle East, the COVID-19 pandemic and the resulting disruption to the global supply chain and the cost-of-living crises in countries around the world. The ongoing Russia-Ukraine war and the sanctions and export-control measures instituted by the United States, the European Union and the United Kingdom, among others, against Russian and Belarussian persons and entities in response have contributed to heightened inflationary pressures (including increased prices for oil and natural gas), market volatility and economic uncertainty, particularly in Europe, which have affected our business. Government measures to contain the COVID-19 pandemic resulted in significant decline in business activity around the world. Inflation rates began rising significantly in the European Union, the United States, the United Kingdom and Brazil in late 2021, remained at high levels through 2022 and 2023 and while inflation rates have declined since then, national inflation rates continue to be monitored very closely for volatility by central banks. Sustained high prices and actions taken by central banks and other state actors to combat rising inflation rates could further undermine economic growth, contribute to regional or global economic recessions, cause declines in consumer spending and confidence and increase borrowing costs, among other effects, each of which could materially adversely impact our business, results of operations, financial condition, cash flows or prospects. See “—Risks Relating to Our Capital Structure—Our substantial debt could adversely affect our financial health and our ability to effectively manage and grow our business” for a detailed discussion on the impact of changes in global economic conditions on our ability to raise new financing or refinance our existing borrowings. The slowdown of the global economy could lead to volatility in exchange rates that could increase the costs of our products. See “—Risks Relating to Economic, Market and Political Matters—Currency, interest rate and commodity price fluctuations may have a material impact on our business” for a further discussion on how this volatility could have a material adverse effect on our business.
Any economic downturn or recession, lower than expected growth, rising inflation or an otherwise uncertain economic outlook, either globally or in the markets in which we operate could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
Currency, interest rate and commodity price fluctuations may have a material impact on our business.
Our functional currency is the euro and we present our financial information in U.S. dollars. Insofar as possible, we actively manage currency exposures through the deployment of assets and liabilities throughout the Group. Our policy
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is, where practical, to match net investments in foreign currencies with borrowings and swaps in the same currency. When necessary and economically justified, we enter into currency hedging arrangements to manage our exposure to currency fluctuations by hedging against exchange rate changes. However, we may not be successful in limiting such exposure, which could materially adversely affect our business, results of operations, financial condition, cash flows or prospects. In addition, our presented results may be impacted because of fluctuations in the U.S. dollar exchange rate versus the euro.
We have metal beverage packaging production facilities in nine different countries, and sell products to, and obtain raw materials from, entities located in these and different regions and countries globally. As a result, a significant portion of our consolidated revenue, costs, assets and liabilities are denominated in currencies other than the euro, in particular, the U.S. dollar, the British pound and the Brazilian real. For the year ended December 31, 2025, 74% of our revenue was from countries with currencies other than the euro. The exchange rates between the currencies which we are exposed to have fluctuated significantly in the past and may continue to do so in the future, which could have a material adverse effect on our results of operations. Volatility in exchange rates could increase the costs of our products such that we may not be able to pass on the cost to our customers or could impair the purchasing power of our customers in different markets. Such events could result in significant competitive benefit to certain of our competitors that incur a material part of their costs in different currencies than we do, hamper our pricing, increase our hedging costs and limit our ability to hedge our exchange rate exposure. Furthermore, we are exposed to currency transaction risks, where changes in exchange rates affect our ability to purchase equipment and raw materials and sell products at profitable prices, reduce the value of our assets and revenues and increase liabilities and costs.
We are also exposed to interest rate risk, where fluctuations in interest rates may affect our interest expense on existing debt, the cost of new financing or refinancing existing debt. While we principally use fixed rate debt and cross currency interest rate swaps to manage this type of risk, sustained increases in interest rates could nevertheless materially adversely affect our business, results of operations, financial condition, cash flows or prospects. See “—Risks Relating to Our Capital Structure—Our substantial debt could adversely affect our financial health and our ability to effectively manage and grow our business” for a further discussion on how increases in interest rates could affect our ability to service our indebtedness.
We are also subject to commodity price risk, mainly as a result of fluctuations in the price and availability of raw materials and energy, such as aluminum, natural gas, electricity and diesel. We use fixed price supply and derivative agreements to manage some of the material commodity cost risk. Aluminum has historically been subject to significant price volatility, and as aluminum is priced in U.S. dollars, fluctuations in the U.S. dollar/euro rate also affect the euro cost of aluminum. Where we are unable to pass through increases in certain input costs to our customers, we operate hedging programs to manage the price and foreign currency risk on our aluminum purchases, but increased prices for aluminum could affect customer demand. See “—Risks Relating to Our Supply Chain—Our profitability could be adversely affected by the availability and increase in the costs of raw and other input materials, including as a result of changes in tariffs and duties” for more information on the availability and cost of aluminum.
We have an active hedging strategy to fix a significant proportion of our energy costs through contractual arrangements directly with our suppliers. Our policy is to purchase natural gas and electricity by entering into forward price-fixing arrangements with suppliers for the majority of our anticipated requirements for the year ahead and for further diminishing portions of our anticipated requirements for subsequent years. Such contracts are used exclusively to obtain delivery of our anticipated energy supplies. We do not trade nor look to profit from such activities. We avail ourselves of the own use exemption and, therefore, these contracts are treated as executory contracts. We also occasionally hedge portions of our natural gas, electricity and diesel price risk by entering into derivatives with banks, where it is deemed favorable versus hedging with suppliers. Any natural gas, electricity and diesel that is not purchased under forward fixed price arrangements or hedged with banks is purchased under index tracking contracts or at spot prices. However, there can be no assurance that our strategies will prove effective, given that there are certain circumstances that are beyond our control, such as increased market volatility as a result of the ongoing Russia-Ukraine war, or political tension and conflicts in the Middle East and other oil producing regions. See “—Risks Relating to Economic, Market and Political Matters—Changes to the economic, political, credit, and/or financial environment in which we operate could have a material
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adverse effect on our business, such as affecting consumer demand for beverage products, which could impact our customers and as a result, reduce the demand for our products” for further details. Our costs could be adversely impacted to the extent we are unable to counteract the effects of the aforementioned risks effectively.
For a further discussion of these matters and the measures we have taken to seek to protect our business against these risks, see “Item 5. Operating and Financial Review and Prospects” and “Item 11. Quantitative and Qualitative Disclosures About Market Risk.”
Pandemics or disease outbreaks, as well as governmental mandates and restrictions attributable thereto, have had, and in the future may have, an adverse impact on worldwide economic activity and our business.
Pandemics or disease outbreaks, as well as measures enacted to prevent their spread, including restrictions on travel, imposition of quarantines and prolonged closures of workplaces and other businesses, including hospitality, leisure and entertainment outlets, and the related cancelation of events, have impacted and may impact our business in the future in several ways. For example, the various governmental lockdown mandates and other restrictive measures in response to the COVID-19 pandemic between 2020 and 2022 reduced global economic activity, which resulted in lower demand for certain of our customers’ products and, therefore, the products we manufacture, although demand for “at-home” consumption increased and therefore demand for many of our customers’ products increased. As a result, the sales of our products proved to be resilient during the COVID-19 pandemic. However, the COVID-19 pandemic had an adverse effect on our operations, including disruptions to our supply chain and workforce and the incurrence of increased costs. The impact of any pandemic or disease outbreaks on capital markets could also increase our cost of borrowing. In addition, our customers, distribution partners, service providers or suppliers may experience financial distress, file for bankruptcy protection, go out of business, or suffer disruptions in their businesses due to any future pandemic or disease outbreaks, which could have a material adverse effect on our business. There can be no assurance that any future pandemics or disease outbreaks will not have a material adverse effect on global economic activity and on our business, results of operations, financial condition, cash flows or prospects.
Risks Relating to Our Employees and Operations
Any interruption in the operations of our production facilities, including infrastructure failure from physical damage, may adversely affect our business.
All of our manufacturing activities take place at production facilities that we own or lease under long-term leases. Our manufacturing processes include cutting, coating and shaping aluminum into containers. These processes, which are conducted at high speeds and involve operating heavy machinery and equipment, entail risks and hazards, including industrial accidents, leaks and ruptures, explosions, fires, mechanical failures and environmental hazards, such as spills, storage tank leaks, discharges or releases of toxic or hazardous substances and gases. Our production facilities also depend on essential utilities, such as electricity, gas, and water. Furthermore, certain of our production facilities are located in geographically vulnerable areas, including in some parts of the United States, and the risk of the occurrence of these hazards is exacerbated by the increasing frequency of extreme weather-related events, such as floods, windstorms and wildfires as well as natural disasters, such as earthquakes. Such hazards could directly, as well as indirectly, impact our production facilities, for example, by affecting the availability of national infrastructure, such as road networks and electrical power grids, that we are reliant upon. These hazards, or disruption to utility services, may cause unplanned business interruptions, unscheduled downtime, transportation interruptions, personal injury and loss of life, severe damage to or the destruction of property and equipment, environmental contamination and other environmental damage, civil, criminal and administrative sanctions and liabilities, and third-party claims, which may have a material adverse effect on our business, financial condition, results of operations, cash flow or prospects.
In addition, it may be increasingly difficult to obtain, renew or maintain permits and authorizations issued by governmental authorities necessary to operate our production facilities, due to the increasing urbanization of the sites
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where some of them are located. Urbanization could lead to more stringent operating conditions for obtaining or renewing the necessary authorizations, the refusal to grant or renew these authorizations, or expropriations of these sites for urban planning projects, any of which could result in the incurrence of significant costs, with no assurance of partial or full compensation from the governmental authorities.
Even though we conduct regular maintenance on our operating equipment, due to the extreme operating conditions inherent in some of our manufacturing processes, we cannot assure you that we will not incur unplanned business interruptions due to equipment breakdowns or similar manufacturing problems. We could also experience disruption to our IT systems and other automated manufacturing processes, including through cybersecurity attacks, which could halt or severely reduce production. See “—Risks Relating to our Information Technology Systems—Our heavy reliance on technology and automated systems to operate our business could mean that any significant failure or disruption of these systems, including as a result of cybersecurity attacks, could have a material adverse effect on our business and reputation” for a further discussion on the impact of a cybersecurity attack on our business. There can be no assurance that alternative production capacity would be readily available in the event of an interruption.
If any of the aforementioned failures or disruptions affect any of our major operating lines or production facilities, it may result in a disruption of our ability to supply customers and a consequent loss of revenues. The potential impact of any disruption would depend on the nature and extent of the damage caused to such facility. For example, our industry’s business model typically involves a metal beverage can ends production facility supplying multiple metal beverage can production facilities. A failure or disruption in an ends production facility could therefore impact our ability to supply multiple customers with ends and any inability to source ends from another location could result in a material loss of sales.
To the extent that we experience production disruptions as a result of any of the aforementioned factors, we may also be required to make unplanned capital expenditures even though we may not have available resources at such time, which would result in significant costs and expenses. As a result, our liquidity may be adversely affected, which could have a material adverse effect on our business, financial condition, results of operations, cash flow or prospects.
Organized strikes or work stoppages by unionized employees could have a material adverse effect on our business.
Many of our operating companies are party to collective bargaining agreements with trade unions, which cover the majority of our employees. A prolonged work stoppage or strike at any facility with union employees could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects. In addition, we cannot ensure that, upon the expiration of our existing collective bargaining agreements, new agreements will be reached without union action or that our operating companies will be able to negotiate acceptable new contracts with trade unions, which could result in strikes by the affected employees and increased operating costs as a result of higher wages or benefits paid to unionized employees. If unionized employees at our operating companies, or our customers or suppliers, were to engage in a strike or other work stoppage, we could experience a significant disruption of operations, higher ongoing labor costs and reputational harm, which may have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
We depend on our executive and senior management as well as other highly skilled personnel, and our operations may be disrupted if we are unable to retain or motivate such personnel.
We depend on our experienced executive team, who are identified under “Item 6. Directors, Senior Management and Employees,” members of senior management, and other key and skilled personnel. These individuals possess manufacturing, sales, marketing, technical, financial and other specialized skills that are critical to the operation of our business. The loss of services of one or more of the members of our executive team, members of senior management or other key and skilled personnel, or the failure to provide adequate succession plans for such personnel could adversely affect our operations, decision-making processes, core values and organizational behavior, and competitiveness until suitable replacements can be found. Moreover, the hiring of qualified individuals in our industry is highly competitive and there may be a limited number of persons with the requisite skills and experience to serve in these positions, for example,
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where recruiting for replacements with similar expertise in can-making may not always be possible for our production facility-based roles. Our business may also suffer from various disruptions if we experience high levels of staff turnover across our business, or if our personnel do not adapt effectively to any adjustments or changes that we might make to our operating model. There can be no assurance that we would be able to locate, employ or retain required qualified personnel on terms acceptable to us, or at all, which could have a material adverse effect on our business, financial condition, results of our operations, cash flows or prospects.
We face costs and future funding obligations associated with post-retirement benefits provided to employees, which could have a material adverse effect on our financial condition.
As of December 31, 2025, our accumulated post-retirement benefit obligation, net of employee benefit assets, was approximately $137 million covering our employees in multiple jurisdictions. The costs associated with these and other benefits to employees could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
We operate and contribute to pension and other post-retirement benefit schemes (including both single employer and multiple employer schemes) funded by a range of assets that include property, derivatives, equities and/or bonds. The value of these assets is heavily dependent on the performance of markets, which are subject to volatility. The liability structure of the obligations to provide such benefits is also subject to market volatility in relation to its accounting valuation and management. Additional significant funding of our pension and other post-retirement benefit obligations may be required if market underperformance is severe. Furthermore, for certain of our pension schemes in the United States, under the United States Employee Retirement Income Security Act of 1974, as amended, the U.S. Pension Benefit Guaranty Corporation (“PBGC”) has the authority to terminate pension plans regulated by the PBGC if certain funding requirements are not met; any such termination would further accelerate the cash obligations related to such a pension plan. In addition, we may have to make significant cash payments to some or all of these plans, including under guarantee agreements, in the future to provide additional funding, which would reduce the cash available for our business.
We may not be able to integrate acquisitions effectively.
There is no certainty that any acquired business will be effectively integrated. If we cannot successfully integrate acquired businesses within a reasonable time frame, we may not be able to realize the cost savings, synergies and revenue enhancements that we anticipate either in the anticipated amount or time frame, and the costs of achieving these benefits may be higher than, and the timing may differ from, what we expected. Our ability to realize anticipated cost savings and synergies may be affected by a number of factors, including the use of more cash or other financial resources on integration and implementation activities than we expect, such as restructuring and other exit costs, unanticipated conditions imposed in connection with obtaining required regulatory approvals, and increases in expected acquisition costs and expenses, which may offset the cost savings and other synergies realized from such acquisitions. To the extent we pursue an acquisition that causes us to incur unexpected costs or that fails to generate expected returns, or fail to successfully integrate such businesses, the diversion of management attention and other resources from our existing operations could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
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Risks Relating to our Information Technology and Operational Technology Systems
Our heavy reliance on technology and automated systems to operate our business could mean that any significant failure or disruption of these systems, including as a result of cybersecurity attacks, could have a material adverse effect on our business and reputation.
We depend on automated systems, including cloud-based service providers, and technology to operate our business, including manufacturing, production planning, logistics, accounting, telecommunication and information technology systems. There can be no assurance that these systems will not fail or suffer from substantial or repeated disruptions due to various events, some of which are beyond our control, such as natural disasters, power failures, terrorist attacks, equipment or software failures, user errors or computer viruses. Any such disruptions could severely interrupt the operation of our production facilities for an extended period of time, which could have an adverse effect on the supply of our products and result in a material adverse effect on our business, financial condition, results of operations, cash flow or prospects.
Increased global cybersecurity threats and more sophisticated and targeted computer crime, including through the use of AI enabled attacks, also pose a potentially significant risk to the security of our systems and networks and the confidentiality, availability and integrity of our data, as well as the confidential data of our employees, customers, suppliers and other third parties that we may hold. As the cyber-threat landscape evolves, these attacks are growing in frequency, sophistication and intensity, including as a result of the use of AI by threat actors. Due to the nature of some of these attacks, there is also a risk that they may remain undetected for a period of time. We have previously been the target of cyberattacks and expect such attempts to continue. In 2021, AGSA announced that it had experienced a cybersecurity incident, the response to which included temporarily shutting down certain IT systems and applications used by us. There can be no assurance that our cybersecurity program will protect us from such threats and prevent disruptions or breaches to our or our third-party providers’ databases or systems that could materially adversely affect our business. See “Item 16K. Cybersecurity” for a further description of our cybersecurity program.
In addition, certain services under our cybersecurity program are provided by AGSA pursuant to the Services Agreement. There can be no assurance that we will be able to find a replacement provider for such services on comparable terms or at all, if such services are no longer provided under the Services Agreement. See “—Risks Relating to the Services Agreement—Our ability to operate our business effectively depends largely on certain administrative and other support functions provided to us by AGSA pursuant to the Services Agreement, which may suffer if we are unable to establish our own administrative and other support functions in a cost effective manner following the termination of the Services Agreement” for a further discussion of the Services Agreement.
Substantial or repeated systems failures or disruptions, including as a result of not effectively remediating system failures, cybersecurity incidents and other disruptions could result in the unauthorized release of confidential or otherwise protected information, improper use of our systems and networks, defective products, harm to individuals or property, contractual or regulatory actions and fines, penalties and potential liabilities, production downtime and operational disruptions and loss or compromise of important or sensitive data. For example, the loss, disclosure, misappropriation of or access to our employees’ or business partners’ information or our failure to meet increasing data privacy, security and incident disclosure obligations could result in lost revenue, increased costs, future legal claims or proceedings, including class actions, liability or regulatory actions or penalties, including, for instance, under the EU General Data Protection Regulation, the UK General Data Protection Regulation, the California Consumer Privacy Act or the SEC’s rules on cybersecurity risk management strategy, governance and incidence disclosure. The adoption of AI technologies could aggravate these risks by increasing the risk that information is inadvertently or maliciously compromised. Any of the aforementioned risks could result in increased costs, lost revenue, reputational harm and decreased competitiveness, which could materially adversely affect our business, financial condition, results of operations, cash flow or prospects, and increased global cybersecurity threats and more sophisticated and targeted computer crime may further increase this risk.
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The increasing adoption of AI tools and systems in our operations introduces new risks related to governance, oversight, and responsible usage.
Ineffective AI governance or insufficient usage controls may result in the unauthorized deployment of AI technologies, unintended exposure of sensitive data, generation of inaccurate or misleading outputs, breaches of regulatory or contractual compliance, failures to meet privacy obligations, and reputational harm. As AI capabilities evolve, the complexity and potential impact of these risks may increase, particularly in relation to data protection, intellectual property, and ethical standards. Failure to implement robust AI governance frameworks, usage policies, and monitoring mechanisms could expose us to regulatory investigations, legal claims, operational disruptions, and loss of stakeholder trust, any of which could materially adversely affect our business, results of operations, financial condition, cash flows or prospects.
Risks Relating to Legal and Regulatory Matters
We are subject to various environmental and other legal requirements and may be subject to additional requirements that could impose substantial costs on us.
Our operations and properties are subject to extensive laws, ordinances, regulations and other legal requirements relating to the protection of people and the environment. The laws and regulations which may affect our operations include requirements regarding remediation of contaminated soil, groundwater and buildings, water supply and use, natural resources, water discharges, air emissions, waste management, noise pollution, asbestos and other deleterious materials, the generation, storage, handling, transportation and disposal of regulated materials, product safety, food safety, and workplace health and safety. See “—We are subject to extensive, complex and evolving legal and regulatory frameworks and changes in laws and government regulations and their enforcement may have a material impact on our operations” for a discussion of the product and food safety regulations that are applicable to us and “—Risks Relating to Our Employees and Operations—Any interruption in the operations of our production facilities, including infrastructure failure from physical damage, may adversely affect our business” for a discussion of the risks related to workplace health and safety. These laws and regulations are also subject to constant review by lawmakers and regulators which may result in further, including more stringent, environmental or health and safety legal requirements.
We have incurred, and expect to continue to incur, costs to comply with such legal requirements, and these costs may increase in the future. Demands for more stringent pollution control devices could also result in the need for further capital upgrades to our production facilities. For example, under the EU Industrial Emissions Directive (Directive 2010/75/EU) (“EU IED”), permitted pollutant emissions levels from our production facilities are substantially reduced on a periodic basis. EU member states may continue to introduce lower permitted pollutant emissions levels into national legislation and impose stricter limits in the future. In the United States, certain states are continuing to establish lower permitted pollutant emissions levels, which may require us to incur potentially significant compliance costs. California, in particular, has set ambitious GHG reduction goals, which may result in higher offset purchase prices in the future. Additionally, some municipalities in California are considering further regulations to reduce or potentially eliminate natural gas usage. Additional pollutant or GHG emissions control schemes may be introduced in any jurisdiction on a national and/or local level, which may require additional measures. Further, in order to comply with air emission restrictions, significant capital investments may be necessary at some sites.
We also require a variety of permits to conduct our operations, including operating permits such as those required under various U.S. laws, including the federal Clean Air Act, and the EU IED water and trade effluent discharge permits, water abstraction permits and waste permits. We are in the process of applying for, or renewing, permits at a number of our sites. Failure to obtain and maintain the relevant permits, as well as non-compliance with such permits, could result in criminal, civil and administrative sanctions and liabilities, including substantial fines and orders, or a partial or total shutdown of our operations, as well as litigation, any of which could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
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Furthermore, changes to the laws and regulations governing the materials that are used in our production facilities may impact the price of such materials or result in such materials no longer being available. For example, the European Union Registration, Evaluation, Authorization and Restriction of Chemicals (“REACH”) regulations impose stringent obligations on the manufacturers, importers and users of chemical substances. Certain substances that we use in our manufacturing process may be required to be removed from the market under REACH’s authorization and restriction provisions or substituted for alternative substances. Any of the foregoing could adversely impact our operations and result in a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
In addition, our sites often have a long history of industrial activities and may be, or have been in the past, engaged in activities involving the use of materials and processes that could give rise to contamination and result in potential liability to investigate or remediate, as well as claims for alleged damage to persons, property or natural resources. These legal requirements may apply to contamination at sites that we currently or formerly owned, occupied or operated, or that were formerly owned, occupied or operated by companies we acquired or at sites where we have sent waste to third-party sites for treatment or disposal. There can be no assurance that our due diligence investigations identified or accurately quantified all material environmental matters related to the facilities that we acquired and liability for remediation of any third-party sites may be established without regard to whether the party disposing of the waste was at fault or the disposal activity was legal at the time it was conducted. If we are designated as a potentially responsible party for the clean-up and remediation of any sites, including any “Superfund” sites in the United States, this could impose significant costs on us and result in reputational damage, which could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
Climate change may adversely affect our ability to conduct our business, including the availability and cost of resources required for our production processes.
The impact of climate change, arising from the rising level of carbon dioxide and other greenhouse gases (“GHGs”) in the atmosphere presents immediate and long-term risks to us and the markets in which we operate, which are expected to increase over time. Climate risks consist of physical risks and transition risks, either of which may materially adversely affect our ability to conduct our business. Our operations could be exposed to physical risks resulting from chronic and acute climate change and more frequent extreme weather-related events, such as heatwaves, drought, heavy rainfall, wildfires, windstorms including hurricanes and tornadoes, or floods, which may directly damage our physical assets (such as facilities and materials) or otherwise impact their value or productivity, cause raw material shortages (including energy supply) and supply chain disruptions (including delivery), and increase production cost and health and safety risks, among other risks. See “—Risks Relating to Our Employees and Operations—Any interruption in the operations of our production facilities, including infrastructure failure from physical damage, may adversely affect our business” for a further discussion on the impact such damage to our physical assets could have on our business. In addition, unseasonal extreme weather can reduce demand for certain beverages, and as a result, our products. See “—Risks Relating to Our Business, Products and Industry—Demand for our products is seasonal. Unseasonal weather conditions, including as a result of climate change, could lead to unpredictability of demand and materially adversely affect our business” for a more detailed discussion on the impact of unseasonable weather on demand for our products. We are not able to accurately predict the materiality of any potential losses or costs associated with the effects of climate change, and the impact of climate change may also vary by geographic location and other circumstances, including weather patterns.
We could also be exposed to transition risks resulting from changes in policy, technology and market preference to address climate change, such as carbon pricing policies, including increased prices for certain fuels, including natural gas and the introduction of a carbon tax, and power generation shifts from fossil fuels to renewable energy, which may lead to changes in the value of assets. In addition, measures to address climate change through laws and regulations, for example by requiring reductions in emissions of GHGs or introducing compliance schemes, could create economic risks and uncertainties for our businesses, by increasing GHG-related costs, such as the cost of abatement equipment to reduce emissions to comply with legal requirements on GHG emissions or required technological standards, or reducing demand for our products, any of which could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects. We also monitor rules and regulations related to environmental, social and corporate
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governance (“ESG”) disclosure obligations, which may expose us to increased costs associated with such additional reporting obligations and risks associated with any non-compliance. For example the European Union adopted the Corporate Sustainability Reporting Directive (“CSRD”) in 2023. Subsequently, in 2025, the European Commission published a proposed omnibus agreement aimed at simplifying sustainability reporting in Europe. This proposal included change to the scope of the CSRD and the Corporate Sustainability Due Diligence Directive (“CSDDD”), as well as to the content of the European Sustainability Reporting Standards (“ESRS”). Amendments to CSRD and CSDDD were published in the Official Journal of the EU in February 2026, which will enter into force in March 2026, with the next step being transposition into national law by EU member states. The changes to the ESRS are expected to be finalized in 2026. See “—We are subject to various environmental and other legal requirements and may be subject to additional requirements that could impose substantial costs upon us” for a more detailed discussion on the risks to our business associated with the introduction of new laws and regulations by governments to combat climate change. Such rules, regulations and reporting requirements are not uniform across jurisdictions, which can increase the complexity and cost of compliance and increase the risk of enforcement or litigation. In 2022, we received approval from the SBTi for our GHG emission reduction targets to reduce Scope 1 and 2 emissions by 42% and to reduce absolute Scope 3 emissions by 12.3% by 2030. The vast majority of our Scope 3 emissions principally arise in the various stages of the manufacturing of the aluminum coils that we purchase to produce our products, which depend on various factors that can be difficult to predict and are often outside of our control. Our ability to meet our sustainability targets also depends on market or competitive conditions that are outside our control, as well as expectations and assumptions that are necessarily uncertain. Failure to meet our SBTi targets and reduce our emissions, or failure to meet any of our other sustainability targets, could result in increased costs for us in the form of carbon taxes and could have a material adverse effect our reputation, customer and investor relationships, or ability to access capital on favorable terms, particularly given investors’ focus on ESG matters. Failure to transition to low carbon manufacturing in the future could result in dedicated action by climate activists which could cause reputational damage or business interruption.
We are subject to extensive, complex and evolving legal and regulatory frameworks and changes in laws and government regulations and their enforcement may have a material impact on our operations.
Our business operates in multiple jurisdictions and is subject to complex legal and regulatory frameworks, including in relation to product requirement, environmental, anti-trust, economic sanctions, anti-corruption and anti-money laundering matters. For a detailed discussion on the various environmental requirements that we are subject to, please see “—We are subject to various environmental and other legal requirements and may be subject to additional requirements that could impose substantial costs on us.” Laws and regulations in these areas are complex and constantly evolving, and enforcement continues to increase. As a result, we may become subject to increasing limitations on our business activities and risks of fines or other sanctions for non-compliance. Additionally, we may become subject to governmental investigations and lawsuits by private parties. Compliance costs associated with current and proposed laws and potential regulations could be substantial, and any failure or alleged failure to comply with these laws or regulations could lead to litigation or government action, all of which could materially adversely affect our business, results of operations, financial condition, cash flows or prospects.
For example, changes in laws and regulations relating to deposits on, requirements for re-use, and any limits or restrictions to the recycling of, metal packaging could adversely affect our business if implemented on a large scale in the major markets in which we operate. We anticipate continuing efforts to reform or adopt such laws and regulations in the future. Additionally, the effectiveness of new standards, such as the ones related to recycling or deposits on different packaging materials, could result in excess costs, demand disruption or logistical constraints for some of our customers, who could choose to reduce their consumption and limit the use of metal packaging for their products. We could thus be forced to reduce, suspend or even stop the production of certain types of products. These regulatory changes could also affect our prices, margins, investments and activities, particularly if these changes resulted in significant or structural changes in the market for food and beverage packaging that might affect the market shares for metal packaging, the volumes produced or production costs.
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Changes in laws and regulations imposing restrictions on, and conditions for use of, food and beverage contact materials or on the use of materials and agents in the production of our products could likewise adversely affect our business, such as epoxy-based coatings. Changes in regulatory agency statements, adverse information concerning bisphenol A or rulings made in certain jurisdictions may result in restrictions, for example, on bisphenol A in epoxy-based internal liners for some of our products. Such restrictions have required us, together with our respective suppliers and customers, to develop substitutes for relevant products to meet legal and customer requirements. In addition, changes to health and food safety regulations could increase costs and may also have a material adverse effect on revenues if the public attitude toward end-products, for which we provide packaging, were substantially affected as a result.
Environmental, sustainability, food and beverage health and safety, political and ethical concerns could lead government authorities to implement and strictly enforce other regulations that are likely to impose restrictions on us and could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects. Given the complexity of our supply chains, we may face reputational challenges if we are unable to sufficiently verify the origins of all materials used in the products that we sell or properly address the environmental and human rights impacts of our supply chain. Furthermore, there is significant variation, among countries where we sell our products, in the limitation on certain constituents in packaging, which can have the effect of restricting the types of raw materials we use. In turn, these restrictions can increase our operating costs by requiring increased energy consumption or greater environmental controls.
We could incur significant costs in relation to workplace injury and illness claims at our production facilities arising from our manufacturing processes.
We may face liability claims arising from our manufacturing processes, including alleged personal injury due to workplace injuries and illness at our production facilities. Both the operational profile of our production facilities with its reliance upon machinery as well as the type of activities performed by our employees during the manufacturing process carry an increased risk of accidents. There can be no assurance that the health and safety measures and programs we have implemented will prevent accidents occurring or employees contracting illnesses due to prolonged exposure to workplace hazards, such as hazardous substances, noise, vibrations and stress at our production facilities and injuries from motorized transportation. If an individual successfully brings a claim against us, we may not have adequate insurance to cover such claims or may face increased insurance premiums. See “—Our existing insurance coverage may be insufficient and future coverage may be difficult or prohibitively expensive to obtain” for more details on our insurance coverage. Failure to accurately assess potential risks or assure implementation of effective safety measures may result in increases in the relative frequency or severity of workplace injuries at our production facilities, which may result in increased workers’ compensation claims expense. If our employees or customers perceive us having a poor safety record, it could materially impact our ability to attract and retain new employees and our reputation could suffer. Any substantial increase in such liability claims and related reputational harm could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
Failure of our control measures and systems that result in faulty or contaminated products could have a material adverse effect on our business.
We have strict control measures and systems in place to ensure that the maximum safety and quality of our products is maintained. The consequences of a product not meeting these rigorous standards, due to, among other things, accidental or malicious raw materials contamination or due to supply chain contamination caused by human error or equipment fault, could be severe. Such consequences might include adverse effects on consumer health and our reputation, an increase in our litigation exposure and financial costs, and loss of market share and revenues.
If our products fail to meet rigorous standards or warranties that we provide in certain contracts in respect of our products and their conformity to the specific use defined by the customer, we may be required to incur substantial costs in taking appropriate corrective action (up to and including recalling products from consumers) and to reimburse customers and/or end-users for losses that they suffer as a result of this failure. Customers and end-users may seek to recover these
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losses through litigation and, under applicable legal rules, may succeed in any such claim, despite there being no negligence or other fault on our part. In addition, if our packaging fails to preserve the integrity of its contents, it is possible that the manufacturer of the product may allege that our packaging is the cause of the fault or contamination, even if the packaging complies with contractual specifications. This could result in liability to our customers and to third parties for bodily injury or other tangible or intangible damages suffered as a result. If any of these claims are successful, there could be a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
Furthermore, placing an unsafe product on the market, failing to notify the regulatory authorities of a safety issue, failing to take appropriate corrective action and failing to meet other regulatory requirements relating to product safety could lead to regulatory investigation, enforcement action and/or prosecution. Any product quality or safety issue may also result in adverse publicity, which may damage our reputation. This could in turn have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects. Although we have not had a regular history of significant or material claims for damages for defective products in the past, and have not conducted any substantial product recalls or other material corrective action, there can be no assurance that these events will not occur in the future.
We may be subject to litigation, arbitration and other proceedings that could have an adverse effect on us.
We are currently involved in various litigation matters, and we anticipate that we will continue to be involved in litigation matters from time to time in the future. The risks inherent in our business expose us to litigation, including personal injury, environmental litigation, contractual litigation with customers and suppliers, intellectual property litigation, cybersecurity related litigation, employment litigation, tax or securities litigation, and product liability lawsuits. We cannot predict with certainty the outcome or effect of any claim, regulatory investigation, or other litigation matter, or a combination of these. Any such litigation, arbitration or other proceedings, current or future, whether with or without merit, could be expensive and time consuming, and could divert the attention of senior management, and any adverse outcome in these or other proceedings, could harm our reputation and have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects. For more information on our contingencies for legal proceedings, see note 27 to our audited consolidated financial statements included elsewhere in this Annual Report.
Our existing insurance coverage may be insufficient and future coverage may be difficult or prohibitively expensive to obtain.
Our insurance arrangements are subject to the limitations of certain market capacities and the economics of certain types of cover, and may typically exclude certain risks and are subject to certain thresholds and limits. We cannot assure you that the coverage available will be sufficient to protect us from all possible loss or damage resulting from unforeseen events. As a result, our insurance coverage may prove to be inadequate for events that may cause significant disruption to our operations, which may have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects. In addition, we may also suffer indirect losses, such as the disruption of our business or third-party claims of damages, as a result of an insured risk event. While we carry business interruption coverage and general liability coverage, such coverage is subject to certain limitations, thresholds and limits, and may not fully cover all indirect losses.
We renew our insurance arrangements on an annual basis, and the cost of coverage may increase to an extent that we may choose to reduce our coverage limits or agree to certain exclusions from our coverage. Among other factors, adverse political developments, limited insurance market capacity, unfavorable trends of increasing claims and settlements in our industry and business, including the underwriting of emerging risks such as AI, security concerns, and natural disasters in any country in which we operate may reduce the availability of insurance coverage and lead to higher premiums and additional exclusions from coverage.
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If we fail to maintain an effective system of disclosure controls and internal controls over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
We are required to maintain internal controls over financial reporting and to report any material weaknesses in those controls. If we identify future material weaknesses in our internal controls over financial reporting that is not remediated, or fail to meet our obligations as a listed company, including the requirements of the U.S. Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), we may be unable to accurately report our financial results, or report them within the timeframes required by law or NYSE regulations, which could cause investors to lose confidence in the accuracy and completeness of our reported financial information, and result in an adverse effect on the market price of our Ordinary Shares and/or the traded price of our notes.
Under Section 404 of the Sarbanes-Oxley Act, we are required to evaluate and determine the effectiveness of our internal controls over financial reporting and provide a management report as to internal controls over financial reporting and our independent registered public accounting firm is required to issue an attestation report on the effectiveness of our internal controls over financial reporting. Failure to maintain effective internal controls over financial reporting also could potentially subject us to investigations or sanctions by the SEC, NYSE or other regulatory authorities, or shareholder lawsuits, which could require additional financial and management resources.
Risks Relating to the Services Agreement
Our ability to operate our business effectively depends largely on certain administrative and other support functions provided to us by AGSA pursuant to the Services Agreement, which may suffer if we are unable to establish our own administrative and other support functions in a cost-effective manner following the termination of the Services Agreement.
We rely on certain administrative and other resources provided by AGSA, including information technology, financial reporting, tax, treasury, investor relations, human resources, procurement, logistics, insurance and risk management and legal services, to operate our business. The services covered by the Services Agreement may not be sufficient to meet our needs and may not be provided at the same level as when we were part of AGSA. If AGSA is unable to satisfy its material obligations under the Services Agreement, or if the Services Agreement is terminated in whole or in part, we may not be able to find a replacement for such services at all, or obtain such services on comparable terms, which could result in operational difficulties and in turn a material adverse effect on our business, results of operations, financial condition, cash flows or prospects. In addition, any failure or significant interruption of the AGSA’s informational technology systems during the term of the Services Agreement could result in unexpected costs or prevent us from meeting customer needs on a timely basis. See “—Risks Relating to Our Information Technology Systems—Our heavy reliance on technology and automated systems to operate our business could mean that any significant failure or disruption of these systems, including as a result of cybersecurity attacks, could have a material adverse effect on our business and reputation” for a discussion on the possible impact if there is a disruption to information technology systems.
As of December 31, 2025, the Services Agreement automatically renewed for an additional one-year term, with the fees for the services provided to us calculated based on an allocation of the costs associated with such services. The Services Agreement will renew automatically on an annual basis until terminated by either party with a nine-month prior written notice, or by mutual consent of both parties in writing at any time. We cannot provide any assurance that the fees under the Services Agreement will be more favorable than the price that we would have been able to pay if we had obtained such services from one or more third parties. During the period in which the Services Agreement was negotiated, we did not have a board or a management team that was independent of AGSA and the terms of the Services Agreement were agreed while we were a wholly-owned subsidiary of AGSA and in the context that AGSA would own a controlling interest in us following the Merger. In addition, we also cannot provide any assurance that the price of the services, when adjusted, will not be significantly greater than the fixed price established for these services prior to such adjustment.
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Risks Relating to Our Capital Structure
Our substantial debt could adversely affect our financial health and our ability to effectively manage and grow our business.
We have a substantial amount of debt and significant debt service obligations. As of December 31, 2025, we had total borrowings and net debt of $4.5 billion and $3.9 billion, respectively. Some of the agreements under which we borrow funds contain covenants or provisions that impose certain restrictions on us, such as debt ratios and may prevent us from incurring additional debt. For more information, see the description of our debt facilities and the table outlining our principal financing arrangements in “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources.”
Our substantial debt could have adverse consequences for us and for our shareholders. For example, our substantial debt could:
● require us to dedicate a large portion of our cash flow from operations to service debt and fund repayments on our debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;
● increase our vulnerability to adverse general economic or industry conditions;
● limit our flexibility in planning for, or reacting to, changes in our business or industry;
● limit our ability to raise additional debt, refinance existing debt or raise equity capital in the future;
● negatively impact the terms of our supply agreements;
● restrict us from making strategic acquisitions or exploiting business opportunities; and
● place us at a competitive disadvantage compared to our competitors that have less debt.
Further, notwithstanding our current indebtedness levels and restrictive covenants, we may still be able to incur substantial additional debt or make certain restricted payments, which could exacerbate the risks described above.
In addition, pursuant to certain of AGSA’s financing arrangements, the shares of AMPSA are directly pledged for the benefit of certain lenders. In the event of a default under such financing arrangements, the lenders thereunder may have the right to enforce on the security interest over the relevant shares of AMPSA, which may result in a change of control under the terms of certain of our financing arrangements.
Adverse developments in our business, results of operations, financial condition, cash flows or prospects due to deteriorating global economic conditions, increased interest rates or other factors have caused, and could in the future cause ratings agencies to lower the credit ratings, or ratings outlook, of our short- and long-term debt, and, consequently, impair the credit insurance coverage available to our suppliers, impacting our supplier terms, and potentially our ability to raise new financing or refinance our current borrowings and increase our costs of issuing any new debt instruments. See “—Risks Relating to Economic, Market and Political Matters—Currency, interest rate and commodity price fluctuations may have a material impact on our business” for a further discussion on interest rate risk and the potential increase to our cost of borrowing. Additionally, a significant weakening of our financial position or operating results due to changes in global economic conditions or other factors could result in non-compliance with our restrictive covenants in our financing arrangements and reduced cash flow from our operations, which, in turn, could materially adversely affect our business and cash flows. See “—Risks Relating to Economic, Market and Political Matters—Changes to the economic, political,
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credit, and/or financial environment in which we operate could have a material adverse effect on our business, such as affecting consumer demand for beverage products, which could impact our customers and as a result, reduce the demand for our products” and “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Dividend Policy” for further details.
We may not be able to raise additional capital or only be able to raise additional capital at significantly increased costs or by diluting our shareholders.
We may require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our current resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or incur debt under credit facilities we may put in place. The sale of additional equity securities could result in the dilution of our current shareholders, potentially triggering a change of control under the terms of our bond indentures, and the incurrence of additional indebtedness could further limit our ability to pay dividends or require us to seek consents for the payment of dividends, increase our vulnerability to adverse economic and industry conditions and limit our ability to pursue our business strategies. See “—Our substantial debt could adversely affect our financial health and our ability to effectively manage and grow our business” for a further discussion on how the incurrence of indebtedness could reduce the availability of our cash flow, which could materially adversely affect our business.
Furthermore, we cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. For example, deteriorating economic conditions, such as an increase in interest rates or disruptions in global capital markets, could make it more difficult for us to secure financings. See “—Risks Relating to Economic, Market and Political Matters—Changes to the economic, political, credit, and/or financial environment in which we operate could have a material adverse effect on our business, such as affecting consumer demand for beverage products, which could impact our customers and as a result, reduce the demand for our products” for further detail on deteriorating economic conditions. If we are unable to raise additional capital, or if the cost of raising additional capital significantly increases, as is the case when central banks raise benchmark interest rates, we may be unable to make necessary or desired capital expenditures, take advantage of investment opportunities, refinance existing indebtedness or meet unexpected financial requirements. This could cause us to default on our indebtedness, delay or abandon anticipated expenditures and investments, or otherwise limit our operations, all of which could have a material adverse effect on our business, results of operations, financial condition, cash flows or prospects.
Risks Relating to Our Shares
We are ultimately controlled by AHSA, which is principally owned by former holders of certain indebtedness of AGSA and its affiliates, primarily comprising major financial institutions and investment funds, and whose interests may conflict with our interests and the interests of our other shareholders and stakeholders.
As of December 31, 2025, AHSA indirectly owns approximately 76% of our outstanding Ordinary Shares through its direct wholly-owned subsidiary, AGSA and certain of its wholly-owned subsidiaries and, under the Business Combination Agreement, AGSA has the right to receive up to an additional 60,730,000 Ordinary Shares (the “Earnout Shares”) if the trading prices of Ordinary Shares exceed certain specified amounts during specified periods of time. As the controlling shareholder of the Company and AGSA, AHSA is able to exercise significant influence over our business policies and affairs, including the composition of our Board and any action requiring shareholder approval. In addition, as long as AGSA beneficially owns a specified number of the outstanding Ordinary Shares, pursuant to the Shareholders Agreement, AGSA has the right to designate a specified number of directors, including the chair, to our Board, receive access to certain information for the benefit of AGSA, approve certain of our significant actions, receive our cooperation with certain matters relating to us, and access certain information for registration rights with respect to its Ordinary Shares. For more information, see “Item 7. Major Shareholders and Related Party Transactions–B. Related Party Transactions.”
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AHSA’s ultimate shareholders principally comprise former holders of certain indebtedness of AGSA and its affiliates, and are predominantly major financial institutions and investment funds. It is also possible that AHSA’s shareholders have other business interests that conflict with our own business interests, which may cause those shareholders to take actions that are in their own best interests and not in the best interests of the Company or our other shareholders. Further, the owners of AHSA may pursue interests and strategies distinct from those pursued by our previous ultimate controlling shareholders, including seeking liquidity for their shares or to enhance the short-term value of their investment (such as by preferring distributions over capital investments), even though such actions might involve risks to other shareholders or result in an indirect or direct change of control of the Company.
In addition, because we are a controlled company, risks materializing at the parent level, including in relation to litigation, open judicial proceedings or regulatory matters, arising in the normal course of business or in connection with the Recapitalization Transaction, could have an adverse impact on our share price, financial condition, credit ratings or reputation.
See “—Risks Relating to Being a Luxembourg Company and Our Status as a Foreign Private Issuer—We qualify for and rely on exemptions from certain corporate governance requirements” for discussion on the corporate governance exemptions that we avail ourselves of as a controlled company.
The trading price of our Ordinary Shares may be volatile and holders of our securities could incur substantial losses.
The trading price of our Ordinary Shares could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on the market price of our Ordinary Shares and the Ordinary Shares may trade at prices significantly below the price you paid for them. In addition, the trading price of our Ordinary Shares may not recover and may experience a further decline.
Factors affecting the trading price of our securities may include:
● the realization of any of the risk factors presented in this “Item 3. Key Information—D. Risk Factors” of this Annual Report;
● announcements of new products and services by us or our competitors;
● news regarding any gain or loss of customers by us;
● announcements of competitive developments, acquisitions or strategic alliances in our industry;
● changes in the general condition of the global economy and financial markets;
● general market conditions or other developments affecting us or our industry;
● cost and availability of raw materials;
● changes in environmental regulations or other laws or regulations applicable to our business;
● actual or anticipated fluctuations in our quarterly results of operations;
● changes in financial or valuation projections or estimates about our financial or operational performance by securities research analysts and the financial community;
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● changes in investor sentiment toward the stock of packaging companies;
● changes in investor sentiment toward the outlook of our customers;
● announcements by third parties of significant claims or proceedings against us, our industry or both, or investigations by regulators into our business or those of our competitors;
● changes in accounting standards, policies, guidelines, interpretations or principles;
● any significant change in our management;
● adverse media reports, including high profile discussions on social-media platforms, about our company, our operational environment, our products, or our directors and officers;
● public reaction to our press releases, other public announcements or filings with the SEC;
● changes to our capital structure;
● a default under the agreements governing our indebtedness;
● release or expiry of transfer restrictions on our issued and outstanding Ordinary Shares; and
● anticipated sales of additional shares.
In addition, the stock market may experience periods of unusual volatility that, in some cases, is unrelated or disproportionate to the operating performance of particular companies. See “—Risks Relating to Economic, Market and Political Matters—Changes to the economic, political, credit and/or financial environment in which we operate could have a material adverse effect on our business, such as affecting consumer demand for beverage products, which could impact our customers and as a result, reduce the demand for our products” for a more detailed discussion of the global economic environment. These broad market and industry fluctuations may adversely affect the market price of our Ordinary Shares, regardless of our actual operating performance.
In the past, following periods of market volatility, shareholders have instituted securities class action litigation. Our involvement in securities litigation could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.
Future sales of our Ordinary Shares, including by AGSA, the Subscribers and the GHV Sponsor could have an adverse impact on the price of our Ordinary Shares.
Future sales of our Ordinary Shares, or Warrants, including by the Subscribers, the GHV Sponsor and AGSA, or the perception that sales may be made by these shareholders could significantly reduce the market price of our Ordinary Shares. Further, even if none of these shareholders sell a large number of our Ordinary Shares into the market, their right to sell their Ordinary Shares as contemplated by the Registration Rights and Lock-Up Agreement and the Subscription Agreements may depress the price of our Ordinary Shares. Substantially all of our Ordinary Shares may be sold in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in the price of our Ordinary Shares or putting significant downward pressure on their price. See “Item 7. Major Shareholders and Related Party Transactions–B. Related Party Transactions.”
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The Warrants are exercisable for our Ordinary Shares, which may increase the number of our Ordinary Shares eligible for future resale in the public market and may result in dilution to our shareholders, and may adversely affect the market price of our Ordinary Shares.
Outstanding Warrants to purchase an aggregate of 16,749,984 of our Ordinary Shares are exercisable in accordance with the terms of the Warrant Agreement. The Warrants are exercisable at the exercise price of $11.50 per share, subject to adjustment as described in the Warrant Agreement as set forth under “Exhibit 2.7—Description of Securities Registered pursuant to Section 12 of the Exchange Act.” To the extent such Warrants are exercised, additional Ordinary Shares will be issued, which will result in dilution to the holders of our Ordinary Shares and increase the number of our Ordinary Shares eligible for resale in the public market.
There is no guarantee that the Warrants will not expire worthless and we may redeem unexpired Warrants prior to their exercise at a time that could be disadvantageous to a Warrant holder.
The exercise price for our Warrants is $11.50 per share, subject to adjustment as described in the Warrant Agreement as set forth under “Exhibit 2.7—Description of Securities Registered pursuant to Section 12 of the Exchange Act.” The Warrants are exercisable until 5.00 p.m. New York City time on the earlier to occur of: (x) August 4, 2026, or (y) the redemption date as provided in Section 6.3 of the Warrant Agreement, subject to the terms of the Warrant Agreement. Based on the trading price of our Ordinary Shares, it is uncertain if any of our Warrants will be in-the-money at any time prior to their expiration. As a result the Warrants may expire worthless. In addition, we have the ability to redeem outstanding Warrants pursuant to the Warrant Agreement, subject to the conditions as set forth under “Exhibit 2.7—Description of Securities Registered pursuant to Section 12 of the Exchange Act.” If the Warrants become redeemable by us, we may exercise our redemption right at a time that could be disadvantageous to a Warrant holder. Additionally, in November 2025, proceedings were commenced to delist the Warrants from the NYSE due to “abnormally low selling price” levels and therefore, the Warrants are available for trading over-the-counter only. Accordingly, the market liquidity for the Warrants may be adversely impacted.
We have issued and may issue in the future Ordinary Shares or offer options, restricted shares and certain forms of share-based compensation, which have the potential to dilute shareholder value and cause the price of our Ordinary Shares to decline.
We have issued and may issue in the future Ordinary Shares or offer share options, restricted shares and certain forms of share-based compensation to our directors, officers and employees in the future. If we issue additional Ordinary Shares, any options that we issue are exercised, or any restricted shares that we may issue vest, and those shares are sold into the public market, the ownership of our existing shareholders would be diluted and our earnings per share could be reduced, which may adversely affect the market price of our Ordinary Shares. In addition, the availability of Ordinary Shares for award under any equity incentive plan we may introduce, or the grant of share options, restricted shares or other forms of share-based compensation, may adversely affect the market price of our Ordinary Shares. See “—Risks Relating to Our Capital Structure—We may not be able to raise additional capital or only be able to raise additional capital at significantly increased costs or by diluting our shareholders” for a discussion surrounding circumstances that would results in the issuance of additional Ordinary Shares.
If we do not pay dividends on our Ordinary Shares, you may not receive any return on investment unless you sell your shares for a price greater than that which you are deemed to have paid for it.
Even though we issued dividends on our Ordinary Shares on a quarterly basis in 2025, the declaration, amount and payment of any future dividends will be determined by our Board. Our Board may take into account general and economic conditions, our financial condition and operating results, our available cash, current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, implications on the payment of dividends by us to our shareholders and such other factors as the Board may deem relevant. For more information on our policy regarding
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dividends, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Dividend Policy.”
In addition, as we are a holding company, our ability to pay dividends on our Ordinary Shares may be limited by restrictions on our ability to obtain sufficient funds through dividends from subsidiaries, including restrictions under the terms of the agreements governing the current indebtedness of us and our subsidiaries or future indebtedness that we or our subsidiaries may incur. Subject to any limitations referred to above, or as prescribed by the provisions of the laws of Luxembourg (“Luxembourg Law”), the declaration of future dividends, if any, will depend upon our future operations and earnings, capital expenditure requirements, general financial conditions, legal and contractual restrictions and other factors.
Risks Relating to Being a Luxembourg Company and Our Status as a Foreign Private Issuer
As a foreign private issuer, we are exempt from a number of U.S. securities laws and rules and are permitted to publicly disclose less information than U.S. public companies are required to disclose, which may limit the information available to holders of our Ordinary Shares. Conversely, if we lose our foreign private issuer status in the future, this could result in significant additional costs and expenses.
We currently qualify as a “foreign private issuer,” as defined under the SEC’s rules and regulations, and, consequently, we are not subject to all of the disclosure requirements applicable to public companies organized within the United States. For example, we are exempt from certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to securities registered under the Exchange Act. While our officers and directors are exempt from the “short-swing” profit recovery revisions of Section 16 of the Exchange Act and related rules thereunder, on March 18, 2026, our officers and directors will no longer be exempt from reporting under Section 16(a) of the Exchange Act with respect to their purchases and sales of our Ordinary Shares, such that any such sales will be required to be disclosed in the same manner as they are disclosed by officers and directors of United States public companies. Accordingly, as such sales begin to be disclosed, the price of our Ordinary Shares may be impacted. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies are, and are also not subject to Regulation FD under the Exchange Act, which would prohibit us from selectively disclosing material non-public information to certain persons without concurrently making a widespread public disclosure of such information. Accordingly, there may be less publicly available information concerning us than there is for U.S. public companies.
As a foreign private issuer, we are required to file an Annual Report on Form 20-F within four months of the close of each fiscal year ended December 31, and furnish reports on Form 6-K relating to certain material events promptly after we publicly announce these events. However, because of the exemptions for foreign private issuers mentioned above, our shareholders will not be afforded the same information generally available to investors holding shares in public companies that are not foreign private issuers.
We could lose our foreign private issuer status if a majority of our Ordinary Shares are held by residents in the United States, and we fail to meet any one of the additional “business contacts” requirements. The regulatory and compliance costs to us if we are deemed to be a U.S. domestic issuer may be significantly higher than costs we incur as a foreign private issuer. If the Company is not a foreign private issuer, we will be required to file periodic reports and prospectuses on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. For example, we would become subject to the proxy rules under the Exchange Act. In addition, we would be required to change our basis of accounting from IFRS Accounting Standards as issued by the IASB to U.S. GAAP, which may be difficult and costly for us to comply with. If we lose our foreign private issuer status and fail to comply with the standards applicable to U.S. domestic issuers, we may have to de-list from NYSE, and could be subject to investigation by the SEC, NYSE and other regulators, among other potentially materially adverse consequences.
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The SEC is currently reexamining the eligibility criteria for foreign private issuer status and exemptions it provides, particularly as regards those companies which are only listed in the United States. While the SEC has not to date proposed any specific rules and any such rulemaking will require notice and an opportunity for public comment, changes to the eligibility criteria or other rules impacting foreign private issuers could have some or all of the impacts described above or additional unanticipated consequences, any of which could increase our regulatory burden or have other materially adverse consequences.
U.S. investors may have difficulty enforcing civil liabilities against us and our directors and officers.
We are organized under the laws of Luxembourg. In addition, a substantial amount of our assets are located outside the United States, and many of our directors and officers reside outside the United States and will continue to reside outside the United States. As a result, although we have appointed an agent for service of process in the United States, investors may not be able to effect service of process within the United States upon us or these persons or enforce judgments obtained against us or these persons in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the U.S. federal securities laws. Likewise, it also may be difficult for an investor to enforce in U.S. courts judgments obtained against us or these persons in courts located in jurisdictions outside the United States, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws. Awards of punitive damages in actions brought in the United States or elsewhere are generally not enforceable in Luxembourg.
Any judgments obtained in any U.S. federal or state court against us may have to be enforced in the courts of Luxembourg or other EU member states. As there is no treaty in force on the reciprocal recognition and enforcement of judgments in civil and commercial matters between the United States and Luxembourg, courts in Luxembourg will not automatically recognize and enforce a final judgment rendered by a U.S. court. A valid judgment obtained from a court of competent jurisdiction in the United States may be entered and enforced through a court of competent jurisdiction in Luxembourg, subject to compliance with the enforcement procedures (exequatur). The enforceability in Luxembourg courts of judgments rendered by U.S. courts will be subject, prior to any enforcement in Luxembourg, to the procedure and the conditions set forth in the Luxembourg procedural code, which conditions may include the following (which may change):
● the judgment of the U.S. court is final and enforceable (exécutoire) in the United States and has not been enforced in the United States;
● the U.S. court had jurisdiction over the subject matter leading to the judgment (that is, its jurisdiction was in compliance both with Luxembourg private international law and local law rules and with the applicable domestic U.S. federal or state jurisdictional rules);
● the judgment was granted following proceedings where the counterparty had the opportunity to appear, and if it appeared, to present a defense and other conditions for a fair trial have been complied with taking into account all facts and circumstances whether occurring before, during or after trial or issue and delivery of the judgment, and the judgment has not been obtained by reason of fraud;
● the U.S. court applied the substantive laws as designated by the Luxembourg conflict of law rules;
● the U.S. judgment does not contravene international public policy (ordre public) or order, both substantive and procedural, as understood under the laws of Luxembourg or has been given in proceedings of a criminal nature; and
● the absence of contradiction between such judgment and an already issued judgment of a Luxembourg court.
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In addition, actions brought in a Luxembourg court against us, the members of our Board or our officers to enforce liabilities based on U.S. federal securities laws may be subject to certain restrictions. In particular, Luxembourg courts generally do not award punitive damages. Litigation in Luxembourg also is subject to rules of procedure that differ from the U.S. rules, including, with respect to the taking and admissibility of evidence, the conduct of the proceedings and the allocation of costs. Proceedings in Luxembourg would have to be conducted in the French or German language, and all documents submitted to the court would, in principle, have to be translated into French or German. For these reasons, it may be difficult for a U.S. investor to bring an action in a Luxembourg court predicated upon the civil liability provisions of the U.S. federal securities laws against us, the members of our Board or our officers. In addition, even if a judgment against us, the members of our Board or our officers based on the civil liability provisions of the U.S. federal securities laws is obtained, a U.S. investor may not be able to enforce it in U.S. or Luxembourg courts.
Our directors and officers have entered into indemnification agreements with us as permitted under our Articles. Under such agreements, our directors and officers are entitled to indemnification from us to the fullest extent permitted by Luxemburg law against liability and expenses reasonably incurred or paid by them in connection with claims, actions, suits or proceedings in which they become involved as a party or otherwise by virtue of performing or having performed as a director or officer, and against amounts paid or incurred by them in the settlement of such claims, actions, suits or proceedings. Luxembourg Law and our Articles permit us to keep directors indemnified against any expenses, judgments, fines and amounts paid in connection with liability of a director towards us or a third party for management errors, i.e., for wrongful acts committed during the execution of the mandate (mandat) granted to the director by us, except in connection with criminal offenses, gross negligence, fraud or dishonesty. The rights to and obligations of indemnification among or between us and any of our current or former directors and officers are generally governed by the laws of Luxembourg and subject to the jurisdiction of the Luxembourg courts, unless such rights or obligations do not relate to or arise out of such persons’ capacities listed above. Although there is doubt as to whether U.S. courts would enforce this indemnification provision in an action brought in the United States under U.S. federal or state securities laws, this provision could make it more difficult to obtain judgments outside Luxembourg or from non-Luxembourg jurisdictions that would apply Luxembourg Law against our assets in Luxembourg.
Luxembourg and European insolvency and bankruptcy laws are substantially different from U.S. insolvency and bankruptcy laws and may offer our shareholders less protection than they would have under U.S. insolvency and bankruptcy laws.
As a company organized under the laws of Luxembourg and with its registered office in Luxembourg, we are subject to Luxembourg insolvency and bankruptcy laws in the event any insolvency proceedings are initiated against it including, among other things, Council and European Parliament Regulation (EU) 2015/848 of May 20, 2015 on insolvency proceedings (recast). Should courts in another European country determine that the insolvency and bankruptcy laws of that country apply to the Company in accordance with and subject to such European Union regulations, the courts in that country could have jurisdiction over the insolvency proceedings initiated against us. Insolvency and bankruptcy laws in Luxembourg or the relevant other European country, if any, may offer our shareholders less protection than they would have under U.S. insolvency and bankruptcy laws and make it more difficult for them to recover the amount they could expect to recover in a liquidation under U.S. insolvency and bankruptcy laws.
The rights of our shareholders may differ from the rights they would have as shareholders of a U.S. corporation and consequently our shareholders may have more difficulty protecting their interests.
Our corporate affairs are governed by our Articles and Luxembourg Law, including the Luxembourg Companies Law. The rights of our shareholders and the responsibilities of our directors and officers under Luxembourg Law are different from those applicable to a corporation incorporated in the United States.
In the performance of its duties, the Board is required to act as a collegiate body in the interest of the Company. It is possible that the Company may have interests that are different from interests of the shareholders. If any member of our Board has a direct or indirect financial interest in a matter which has to be considered by the Board that conflicts with
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the interests of the Company, Luxembourg Law provides that such director will not be entitled to participate in deliberations on, and exercise his vote with respect to the approval of such transaction. If the interest of such a member of the Board does not conflict with the interests of the Company, then the applicable director with such interest may participate in deliberations on, and vote on the approval of, that transaction. Further, under Luxembourg Law, there may be less publicly available information about the Company than is regularly published by or about U.S. domestic issuers. In addition, Luxembourg Law governing the securities of Luxembourg companies may not be as extensive as those in effect in the United States, and Luxembourg Law and regulations in respect of corporate governance matters might not be as protective of minority shareholders as state corporation laws in the United States. Therefore, our shareholders may have more difficulty in protecting their interests in connection with actions taken by its directors and officers or its principal shareholders than they would as shareholders of a corporation incorporated in the United States.
Neither our Articles nor Luxembourg Law provides for appraisal rights for dissenting shareholders in certain extraordinary corporate transactions that may otherwise be available to shareholders under certain U.S. state laws. As a result of these differences, our shareholders may have more difficulty protecting their interests than they would as shareholders of a U.S. domestic issuer.
Our Articles include compulsory share transfer provisions that may not provide our minority shareholders with the same benefits as they would have in a merger of a Delaware corporation.
We have included in our Articles provisions that give the holder of 75% or more of the number of our outstanding Ordinary Shares (which would include AHSA for so long as it indirectly holds the requisite number of our Ordinary Shares) the right to acquire our outstanding Ordinary Shares held by all other holders at such time for a purchase price payable in cash that is equal to the fair market value of such Ordinary Shares, as determined by an independent investment banking firm of international reputation in accordance with the procedures contained in our Articles. These procedures include a dispute resolution provision permitting holders of at least 10% of the Ordinary Shares held by our minority shareholders at that time to dispute the purchase price proposed by the acquiring shareholder. It is uncertain whether our minority shareholders will be able to coordinate with each other in a manner that will enable them to take full advantage of these provisions. There can be no assurance that these provisions would result in a price as favorable to our minority shareholders as they would receive in a transaction subject to Delaware law and appraisal rights.
Anti-takeover provisions in our Articles might discourage or delay attempts to acquire it.
Our Articles contain provisions that may make acquisition of the Company more difficult, including the following:
● Classified Board. Our Board is classified into three classes of directors that are, as nearly as possible, of equal size. Each class of directors will be elected for a three-year term of office, but the terms are staggered so that the term of only one class of directors expires at each annual general meeting of shareholders. The existence of a classified board could impede a proxy contest or delay a successful tender offeror from obtaining majority control of the Board, and the prospect of that delay might deter a potential offeror.
● Notice Requirements for Shareholder Proposals. Luxembourg Law and our Articles provide that one or more shareholders together holding at least 10% of the Company’s share capital may request the addition of one or more items to the agenda of any general meeting. The request must be sent to the registered office by registered mail, at least five clear days before the meeting is held. Our Articles also specify certain requirements regarding the form and content of a shareholder’s notice. These requirements may make it difficult for our shareholders to bring matters before a general meeting.
● Special Resolutions. Our Articles require special resolutions adopted at an extraordinary general meeting for any of the following matters, among other things: (a) an increase or decrease of the authorized or issued capital, (b)
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an amendment to the Articles and (c) dissolving the Company. Pursuant to our Articles, for any special resolutions to be considered at an extraordinary general meeting the quorum is in excess of one-half (1∕2) of the share capital in issue present in person or by proxy unless otherwise mandatorily required by Luxembourg Law. If such quorum is not met at a first extraordinary general meeting, a second meeting may be convened, and such second meeting shall validly deliberate regardless of the proportion of the capital represented. Any special resolution may be adopted at an extraordinary general meeting at which a quorum is present (except as otherwise provided by mandatory law) by the affirmative votes of at least two-thirds (2∕3) of the votes validly cast on such resolution by shareholders entitled to vote.
These anti-takeover provisions could discourage, delay or prevent a transaction involving a change in control of the Company, even if such transaction would benefit its shareholders.
We qualify for and rely on exemptions from certain corporate governance requirements.
We are exempt from certain corporate governance requirements of the NYSE by virtue of being a “foreign private issuer” as such term is defined under U.S. securities laws and a “controlled company” as such term is defined under the corporate governance standards of the NYSE (the “NYSE Standards”) and are not subject to all the disclosure requirements applicable to public companies organized within the United States. As a foreign private issuer, we are permitted to follow the corporate governance practice of our home country in lieu of certain provisions of the NYSE Standards. See “—As a foreign private issuer, we are exempt from a number of U.S. securities laws and rules and are permitted to publicly disclose less information than U.S. public companies are required to disclose, which may limit the information available to holders of our Ordinary Shares. Conversely, if we lose our foreign private issuer status in the future, this could result in significant additional costs and expenses” and “Item 16G. Corporate Governance” for more information.
As we are a controlled company within the meaning of the NYSE Standards, we are not required to comply with the following requirements:
● a majority of the Board consist of independent directors;
● the nominating and governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;
● the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
● there be an annual performance evaluation of the nominating and governance and compensation committees.
We currently avail ourselves of the exemption that allows our compensation committee and nominating and governance committees not to be composed entirely of independent directors. There can be no assurance that we will not avail ourselves of other controlled company exemptions in the future. See “Item 6. Directors, Senior Management and Employees—C. Board Practices—Controlled Company” and “Item 16G. Corporate Governance” for more information.
As a result of the foregoing exemptions afforded to us as a foreign private issuer and controlled company, we can cease voluntary compliance at any time, and our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the NYSE Standards.
Ardagh Metal Packaging S.A.
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Holders generally will be subject to a 15% withholding tax on payment of dividends made on the Ordinary Shares under current Luxembourg tax law.
Under current Luxembourg tax law, payments of dividends made on the Ordinary Shares generally are subject to a 15% Luxembourg withholding tax. Certain exemptions or reductions in the withholding tax may apply, but it will be up to the holders to claim any available refunds from the Luxembourg tax authority. For more information on the taxation implications, see “Item 10. Additional Information—E. Taxation.”