Cover and table of contents

11K characters. Original on sec.gov · Markdown

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

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FORM 10-K

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

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For the fiscal year ended December 31**, 2025**

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

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For the transition period from to

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Commission File Number 001-07349

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Ball Corporation

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State of Indiana​35-0160610
(State or other jurisdiction of​(I.R.S. Employer
incorporation or organization)​Identification No.)

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9200 West 108th Circle​​
Westminster**,** Colorado​80021
(Address of registrant’s principal executive office)​(Zip Code)

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Registrant’s telephone number, including area code: (303) 469-3131

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

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Title of each class​Trading Symbol​Name of each exchange on which registered
Common Stock, without par value​BALL​New York Stock Exchange

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Securities registered pursuant to Section 12(g) of the Act: NONE

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ⌧ NO ◻

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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ◻ NO ⌧

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

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. YES ☒ NO ◻

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

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Large accelerated filer ⌧​Accelerated filer ◻​Non-accelerated filer ◻​Smaller reporting company ☐
Emerging growth company ☐​​​​​​

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

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ◻

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Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ◻

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒

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The aggregate market value of voting stock held by non-affiliates of the registrant was $15.26 billion based upon the closing market price and common shares outstanding as of June 30, 2025.

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Number of shares and rights outstanding as of the latest practicable date.

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Class​Outstanding at February 17, 2026
Common Stock, without par value​266,077,175 shares
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DOCUMENTS INCORPORATED BY REFERENCE

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1.Proxy statement to be filed with the Commission within 120 days after December 31, 2025, to the extent indicated in Part III.

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Ball Corporation

ANNUAL REPORT ON FORM 10-K

For the year ended December 31, 2025

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TABLE OF CONTENTS

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​​Page Number
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PART I.​
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Item 1.Business4
Item 1A.Risk Factors11
Item 1B.Unresolved Staff Comments18
Item 1C.Cybersecurity18
Item 2.Properties19
Item 3.Legal Proceedings21
Item 4.Mine Safety Disclosures21
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PART II.​
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Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities21
Item 6.[Reserved]22
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations23
​Forward-Looking Statements31
Item 7A.Quantitative and Qualitative Disclosures About Market Risk32
Item 8.Financial Statements and Supplementary Data34
​Report of Independent Registered Public Accounting Firm (PCAOB ID 238)34
​Consolidated Statements of Earnings for the Years Ended December 31, 2025, 2024 and 202336
​Consolidated Statements of Comprehensive Earnings (Loss) for the Years Ended December 31, 2025, 2024 and 202337
​Consolidated Balance Sheets at December 31, 2025 and 202438
​Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 202339
​Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2025, 2024 and 202340
​Notes to the Consolidated Financial Statements41
​Note 1. Significant Accounting Policies41
​Note 2. Accounting Pronouncements49
​Note 3. Business Segment Information50
​Note 4. Acquisitions and Dispositions53
​Note 5. Revenue from Contracts with Customers56
​Note 6. Business Consolidation and Other Activities56
​Note 7. Supplemental Cash Flow Statement Disclosures57
​Note 8. Receivables, Net58
​Note 9. Inventories, Net59
​Note 10. Property, Plant and Equipment, Net59
​Note 11. Goodwill59
​Note 12. Intangible Assets, Net60
​Note 13. Other Assets60
​Note 14. Leases61
​Note 15. Debt and Interest Costs63
​Note 16. Taxes on Income65
​Note 17. Employee Benefit Obligations70
​Note 18. Shareholders’ Equity79
​Note 19. Stock-Based Compensation Programs80
​Note 20. Earnings Per Share82

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​Note 21. Financial Instruments and Risk Management82
​Note 22. Contingencies88
​Note 23. Indemnifications and Guarantees89
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure91
Item 9A.Controls and Procedures91
Item 9B.Other Information91
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections91
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PART III.​
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Item 10.Directors, Executive Officers and Corporate Governance92
Item 11.Executive Compensation93
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters93
Item 13.Certain Relationships and Related Transactions, and Director Independence93
Item 14.Principal Accountant Fees and Services93
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PART IV.​
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Item 15.Exhibits and Financial Statement Schedules94
Item 16.Form 10-K Summary98
​Signatures99

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PART I**.**

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Next: Item 1. Business