Ball (BALL) 10-K risk factor changes: FY2025 vs FY2024

_The loss of a key customer, or [removed: a reduction] [added: an adverse change] in its requirements, could have a significant negative impact on our sales._

Because we depend on a relatively limited number of major customers, our business, financial condition or results of operations could be adversely affected by the loss of any of these [added: customers, a reduction in the purchasing levels of these customers, a strike or work stoppage by a significant number of these customers’ employees or an adverse change in the terms of the supply agreements with these customers.]

The company had [removed: $5.69] [added: $7.01] billion of [removed: interest-bearing] debt at December 31, [removed: 2024.][added: 2025.]

We derived approximately [removed: 54] [added: 53] percent of our consolidated net sales from outside of the U.S. for the year ended December 31, [removed: 2024.][added: 2025.]

_We are vulnerable to fluctuations and disruptions in the supply and price of raw [removed: materials._][added: materials, including increases in tariffs on imported goods._]

We have a significant amount of goodwill recorded on our consolidated balance sheet as of December 31, [removed: 2024.][added: 2025.]

As of December 31, [removed: 2024,] [added: 2025,] the company had no material weaknesses.

Requirements [added: and restrictions] of worldwide governmental authorities with respect to manufacturing, manufacturing facility locations within the jurisdiction, product content and safety, climate change, workplace safety and health, environmental, expropriation of assets and other standards could adversely affect our ability to manufacture or sell our products, and the ability of our customers and suppliers to manufacture and sell their products.

The 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 [removed: litigation or] [added: litigation,] governmental [removed: action,] [added: action or reputational damage,] all of which could adversely affect our financial condition or results of operations.

Our operations are subject to federal, state, provincial and local laws and regulations in multiple jurisdictions relating to some of the raw [removed: materials, including epoxy-based coatings] [added: materials] utilized in our container making process.

[removed: In addition, various] [added: Various] U.S. states have passed or are contemplating legislation restricting, and the EU is reviewing a proposal to restrict, the use of materials that contain intentionally added per- and polyfluoroalkyl substances (PFAS), which may require the company to continue to incur costs to convert [removed: existing coatings to accommodate PFAS-free coatings.]

As of December 31, [removed: 2024, 13] [added: 2025, 20] percent of our North American employees and [removed: 27] [added: 33] percent of our European employees were covered by collective bargaining agreements.

| | ● | addressing climate related risks and opportunities; |

| | ● | the continuation or escalation of global conflicts; |

For example, in September 2025, we received notice from the U.S. Customs and Border Protection challenging the tariff classification and applicable rate of duty of certain aluminum imports asserting additional duties and tariffs are payable, as well our use of certain exemptions.

We intend to vigorously defend the matter.

While the outcome of this matter is uncertain at this time, the company believes it is reasonably possible any such additional tariffs, interest and penalties could be owed and impact our results of operations.

The company is unable to develop a reasonable estimate of loss at this time.

The company has not recorded a reserve.

| --- | --- | --- |

Investment Risks

_Our investments in acquisitions, joint ventures and new developments may include risks that could have an adverse impact on our business._

We make investments in the growth of our business through the development of new facilities, the improvement of existing facilities, the acquisition of assets or securities of other businesses and through joint venture arrangements.

The realization of the expected benefits of these investments is based in part on our ability to cost effectively execute our development plans and, in certain instances, to integrate these investments with our business operations.

If we fail to execute our development plans in a cost effective or timely manner or fail to integrate the investments with our existing operations, our internal controls over financial reporting or our information systems, we may experience increases in costs of operations, loss of customers or suppliers, difficulties servicing our debt obligations and our financial performance may not meet shareholder expectations.

In addition, our final estimates of the fair value of any assets or liabilities acquired with the investments may be materially different from our initial estimates and the company may not fully realize the anticipated benefits of the investments.

Our investments in joint ventures include investments in companies that we may not control.

The performance of these investments may change as a result of decisions that are made by our joint venture partners who have control over these joint ventures.

In addition, we may be obligated under the joint venture arrangement to assume certain costs, perform certain services or make additional capital investments.

If we are unable to realize the benefits of our joint venture and other investments, our business, our operating results and the financial condition of our business could be materially adversely affected.

Federal, state and local regulations imposing taxes and restrictions on our customers products could adversely impact the purchasing levels by our customers.

existing coatings to accommodate PFAS-free coatings.

​

customers, a reduction in the purchasing levels of these customers, a strike or work stoppage by a significant number of these customers’ employees or an adverse change in the terms of the supply agreements with these customers.

The recoverability test of goodwill is based on the current fair value of our identified reporting units.

Fair value measurement requires assumptions and estimates of many critical factors, including revenue and market growth, operating cash flows and discount rates.

| | ● | We may be impacted by government budget constraints or government shutdowns; |

Enacted regulatory developments regarding the reporting and use of “conflict minerals” mined from the Democratic Republic of the Congo and adjoining countries could affect the sourcing, availability and price of minerals used in the manufacture of certain of our products.

As a result, there may only be a limited pool of suppliers who provide conflict-free materials, and we cannot give assurance that we will be able to obtain such products in sufficient quantities or at competitive prices.

Also, because our supply chains are complex, we may face reputational challenges with our customers and other stakeholders if we are unable to sufficiently verify the origins of all materials used in the products that we sell.

The compliance and reporting aspects of these regulations may result in incremental costs to the company.

Epoxy-based coatings may contain Bisphenol-A (BPA).

Scientific evidence evaluated by regulatory agencies in the U.S., Canada, Europe, Japan, Australia and New Zealand has consistently shown these coatings to be safe for food contact at current levels, and these regulatory agencies have stated that human exposure to BPA from epoxy-based container coatings is well below safe exposure limits set by government bodies worldwide.

A significant change in these regulatory agency statements, adverse information concerning BPA or other chemicals present in our coatings, or rulings made within certain federal, state, provincial and local jurisdictions could have a material adverse effect on our business, financial condition or results of operations.

Ball recognizes that significant interest exists in non-epoxy based coatings, and we have been proactively working with coatings suppliers and our customers to transition to alternative coatings.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of the company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] as filed on February 20, [removed: 2024,] [added: 2025,] for a comparison of our [removed: 2023] [added: 2024] results of operations to the [removed: 2022] [added: 2023] results.

| ($ in millions) | [added: ​ ​ ​] | [removed: 2024] [added: 2025] | | [added: ​ ​ ​] | [removed: 2023] [added: 2024] | | [added: ​ ​ ​] | [removed: 2022] [added: 2023] | | |

| Net sales | ​ | $ | [removed: 11,795] [added: 13,161] | ​ | $ | [removed: 12,062] [added: 11,795] | ​ | $ | [removed: 13,372] [added: 12,062] | ​ |

| Net earnings attributable to Ball Corporation | ​ | ​ | [removed: 4,008] [added: 912] | ​ | ​ | [removed: 707] [added: 4,008] | ​ | ​ | [removed: 719] [added: 707] | ​ |

| Net earnings attributable to Ball Corporation as a % of net sales | ​ | ​ | [removed: 34] [added: 7] | % | ​ | [removed: 6] [added: 34] | % | ​ | [removed: 5] [added: 6] | % |

Net earnings attributable to Ball Corporation in [removed: 2024 increased $3.30] [added: 2025 decreased $3.10] billion compared to [removed: 2023] [added: 2024] primarily due to [removed: increases] [added: decreases] of [removed: $3.36] [added: $3.58] billion from discontinued operations, net of tax, [removed: $129 million from the results of the reportable segments discussed below, $167] [added: $107] million from [removed: lower interest expense] [added: a higher provision for income taxes] and [removed: $42] [added: $41] million from [removed: higher] [added: lower] interest income in corporate undistributed expenses, net, partially offset by [removed: increases] [added: decreases] in costs of [removed: $287] [added: $461] million from business consolidation and other [removed: activities and] [added: activities,] $82 million from [added: lower] incremental compensation [removed: cost from] [added: costs related to] the successful sale of the aerospace [removed: business.][added: business in 2024 and $135 million from the results of the reportable segments discussed below.]

Cost of sales, excluding depreciation and amortization, was [removed: $9,354 million] [added: $10.58 billion] in [removed: 2024] [added: 2025] compared to [removed: $9,754 million] [added: $9.35 billion] in [removed: 2023.][added: 2024.]

These amounts represented [removed: 79] [added: 80] percent and [removed: 81] [added: 79] percent of consolidated net sales for the years ended [removed: 2024] [added: 2025] and [removed: 2023,][added: 2024, respectively.]

Depreciation and amortization expense was [removed: $611] [added: $622] million in [removed: 2024] [added: 2025] compared to [removed: $605] [added: $611] million in [removed: 2023.][added: 2024.]

These amounts represented [added: 4 percent and] 5 percent of consolidated net sales for the years ended [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024, respectively.]

Selling, general and administrative (SG&A) was [removed: $647] [added: $566] million in [removed: 2024] [added: 2025] compared to [removed: $532] [added: $647] million in [removed: 2023.][added: 2024.]

These amounts represented 5 percent [removed: and 4 percent] of consolidated net sales for the years ended [removed: 2024] [added: 2025] and [removed: 2023, respectively.][added: 2024.]

The [removed: increase] [added: decrease] was primarily due to [removed: higher compensation costs] [added: 2024 including $82 million] of [removed: $93 million, which included] incremental cash bonuses and stock-based compensation cost from the successful sale of the aerospace business.

Business consolidation and other activities resulted in [removed: charges] [added: income] of [removed: $420] [added: $41] million in [removed: 2024] [added: 2025] compared to charges of [removed: $133] [added: $420] million in [removed: 2023.][added: 2024.]

These amounts represented [removed: 4] [added: less than 1] percent and [removed: 1] [added: 4] percent of consolidated net sales for [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

The [removed: amounts in] 2024 [added: amounts] primarily [removed: include] [added: relate to] a $233 million noncash charge to adjust the carrying value of the aluminum cups business to its [removed: estimated] fair value less cost to sell and facility shutdown costs.

Interest income was [removed: $68] [added: $30] million in [removed: 2024] [added: 2025] compared to [removed: $36] [added: $68] million in [removed: 2023.][added: 2024.]

These amounts represented less than 1 percent of consolidated net sales for the years ended [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

The [removed: increase] [added: decrease] in interest income was primarily due to the higher amount of cash on hand in 2024 from the sale of the aerospace business.

Interest expense was [removed: $293] [added: $314] million in [removed: 2024] [added: 2025] compared to [removed: $460] [added: $293] million in [removed: 2023.][added: 2024.]

Interest expense as a percentage of average borrowings decreased by approximately [removed: 10] [added: 30] basis points from [removed: 4.9] [added: 4.8] percent in [removed: 2023] [added: 2024] to [removed: 4.8] [added: 4.5] percent in [removed: 2024.][added: 2025.]

The interest expense [removed: decrease] [added: increase] was primarily driven by [removed: a decrease] [added: an increase] of [removed: $160] [added: $42] million from a [removed: smaller] [added: higher] amount of weighted average principal outstanding during the year, resulting mainly from the [removed: use] [added: issuance] of [removed: proceeds from the aerospace disposal, and] [added: new notes, partially offset by] a decrease of [removed: $7] [added: $21] million from lower weighted average interest rates on outstanding debt during the year.

The [removed: 2024] [added: 2025] effective income tax rate was [removed: 24.9] [added: 21.3] percent compared to [removed: 23.8] [added: 24.9] percent for [removed: 2023.][added: 2024.]

As compared with the statutory U.S. federal income tax rate of 21 percent, the [removed: 2024] [added: 2025] effective income tax rate was reduced by [removed: 2.1] [added: 4.2] percent for the impact of [removed: state] [added: tax holidays] and [removed: local taxes.][added: by 2.0 percent for the sale of the Saudi Arabian business.]

| ($ in millions) | [added: ​ ​ ​] | ​ | [removed: 2024] [added: 2025] | | [added: ​ ​ ​] | [removed: 2023] [added: 2024] | | [added: ​ ​ ​] | [removed: 2022] [added: 2023] | | |

| Net sales | ​ | ​ | $ | [removed: 5,619] [added: 6,286] | ​ | $ | [removed: 5,963] [added: 5,619] | ​ | $ | [removed: 6,696] [added: 5,963] | ​ |

| Comparable operating earnings | ​ | ​ | ​ | [removed: 747] [added: 772] | ​ | ​ | [removed: 710] [added: 747] | ​ | ​ | [removed: 642] [added: 710] | ​ |

| Comparable operating earnings as a % of segment net sales | ​ | ​ | ​ | [removed: 13] [added: 12] | % | ​ | [removed: 12] [added: 13] | % | ​ | [removed: 10] [added: 12] | % |

Ball [removed: permanently ceased production at its] [added: acquired an] aluminum beverage can manufacturing facility in [removed: St. Paul, Minnesota] [added: Winter Haven, Florida,] in the first quarter of [removed: 2023, permanently ceased production at its aluminum beverage can manufacturing facility in Wallkill, New York in the third quarter] [added: 2025 as part] of [removed: 2023, permanently discontinued plans to construct a beverage can plant in North Las Vegas in the third quarter] [added: its acquisition] of [removed: 2023] [added: Florida Can Manufacturing] and permanently ceased production at its aluminum beverage can manufacturing facility in Kent, [removed: Washington] [added: Washington,] in the first quarter of 2024.

Segment sales in [removed: 2024] [added: 2025] were [removed: $344] [added: $667] million [removed: lower] [added: higher] compared to [removed: 2023] [added: 2024] primarily due to [removed: decreases] [added: increases] of [removed: $193] [added: $291] million from [removed: price/mix] [added: higher volume] and [removed: $150] [added: $375] million from [removed: lower volume.][added: price/mix.]

Comparable operating earnings in [removed: 2024] [added: 2025] were [removed: $37] [added: $79] million higher compared to [removed: 2023] [added: 2024] primarily due to increases of [removed: $66] [added: $75] million from [removed: price/mix] [added: higher volume] and [removed: $61] [added: $42] million from [removed: lower costs,] [added: price/mix,] partially offset by [removed: decreases of $51 million from lower volume and $32] [added: $62] million [removed: from income recognized in 2023 from the termination of a long term power supply contract that offset] higher [removed: energy] costs.

| ($ in millions) | ​ | [removed: 2024] [added: 2025] | | [added: ​ ​ ​] | [removed: 2023] [added: 2024] | | [added: ​ ​ ​] | [removed: 2022] [added: 2023] | | |

| Net sales | ​ | $ | [removed: 3,466] [added: 3,983] | ​ | $ | [removed: 3,395] [added: 3,466] | ​ | $ | [removed: 3,854] [added: 3,395] | ​ |

| Comparable operating earnings | ​ | ​ | [removed: 416] [added: 495] | ​ | ​ | [removed: 354] [added: 416] | ​ | ​ | [removed: 358] [added: 354] | ​ |

| Comparable operating earnings as a % of segment net sales | ​ | ​ | 12 | % | ​ | [removed: 10] [added: 12] | % | ​ | [removed: 9] [added: 10] | % |

Comparable operating earnings in [removed: 2024] [added: 2025] were [removed: $62] [added: $31] million higher compared to [removed: 2023] [added: 2024] primarily due to [removed: increases] [added: an increase] of [removed: $40] [added: $52] million from [removed: price/mix] [added: higher volume] and [removed: $44] [added: $39] million from [removed: higher volume,] [added: price/mix,] partially offset by [added: a decrease of $60 million from] higher costs.

| Net sales | ​ | $ | [removed: 1,951] [added: 2,162] | ​ | $ | [removed: 1,960] [added: 1,951] | ​ | $ | [removed: 2,108] [added: 1,960] | ​ |

| Comparable operating earnings | ​ | ​ | [removed: 296] [added: 327] | ​ | ​ | [removed: 266] [added: 296] | ​ | ​ | [removed: 275] [added: 266] | ​ |

| Comparable operating earnings as a % of segment net sales | ​ | ​ | 15 | % | ​ | [removed: 14] [added: 15] | % | ​ | [removed: 13] [added: 14] | % |

Segment sales in [removed: 2024] [added: 2025] were [removed: $9] [added: $211] million [removed: lower] [added: higher] compared to [removed: 2023] [added: 2024] primarily due to [removed: a decrease] [added: increases] of [removed: $22] [added: $136] million from [removed: price/mix partially offset by a] higher volume [removed: of $13 million.][added: and $73 million from price/mix.]

Sales in 2025 increased $1.37 billion compared to 2024 primarily due to increases of $713 million from higher volume, $579 million from price mix, primarily from higher aluminum prices, and $177 million from currency translation.

The increase year-over-year was primarily due to higher manufacturing costs, including higher raw materials costs of $1.09 billion, driven by higher aluminum prices and higher volume, and other items discussed in the reportable segments below.

The amounts in 2025 primarily include an $81 million gain related to the sale of the Saudi Arabian business and costs for previously announced facility closures and a loss related to the aluminum cups transaction.

This reduction was offset by an increase of 2.4 percent for non-U.S. tax rate differences, 2.0 percent for direct withholding taxes, net of credits, and 1.3 percent for state and local income taxes.

Segment sales in 2025 were $517 million higher compared to 2024 primarily due to increases of $251 million from higher volume, $171 million from currency translation and $103 million from price/mix.

Cash flows provided by operating activities were $1.26 billion in 2025, primarily driven by earnings from continuing operations of $915 million, along with reconciling adjustments to operating cash flows of $478 million and working capital outflows of $131 million.

We have estimated a total cash tax of $830 million for the sale of the aerospace business, of which $766 million was paid in 2024 and $168 million was paid in 2025.

In January 2026, the company received a refund of $104 million related to these payments.

Cash flows used in investing activities were $656 million in 2025, primarily driven by capital expenditures of $474 million, $160 million of cash consideration used for the acquisition of Florida Can Manufacturing and $99 million of derivative settlements, partially offset by $32 million from dispositions.

At December 31, 2025, $2.93 billion remains available to be repurchased.

On November 25, 2025 Ball refinanced its existing senior credit facilities which were previously amended in 2022.

On November 17, 2025, Ball redeemed all of the outstanding principal of the $750 million of 6.875% senior notes due in March 2028.

On December 15, 2025, Ball redeemed all of the outstanding principal of the $256 million of 4.875% senior notes due in March 2026.

In August 2025, Ball issued $750 million of 5.50% senior notes due in 2033 and repaid the outstanding U.S. dollar revolving credit facility due in 2027 in the amount of $600 million, as well as the outstanding multi-currency revolving credit facility due in 2027 of $100 million.

In July 2025, Ball repaid at maturity the outstanding 5.25% senior notes due in the amount of $189 million.

In May 2025, Ball issued €850 million of 4.25% senior notes due in 2032 and repaid a portion of the U.S. dollar revolving credit facility due in 2027 in the amount of $500 million, as well as the outstanding multi-currency revolving credit facility due in 2027 of $200 million.

| ​ | ​ | ​ | ​ |

| --- | --- | --- | --- |

| ​ | ​ | Year Ended | |

| ($ in millions) | ​ | December 31, 2025 | |

| *​* | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ |

| --- | --- | --- | --- |

| ($ in millions) | ​ ​ ​ | 2025 | |

| *​* | ​ | ​ | ​ |

This report and other public filings, earnings news releases, quarterly earnings conference calls and other written and oral communications made by Ball contain statements which are not historical facts and constitute “forward-looking” statements as that term is used in the Private Securities Litigation Reform Act of 1995 (the “Reform Act”).

Rather, these statements involve estimates, assumptions uncertainties and known and unknown risks, many of which are outside our control, and such statements are therefore qualified in their entirety by reference to the factors listed below and the risks discussed in Item 1A, Risk Factors and elsewhere in this report.

​

Global Economic Environment

Recent data has indicated that the rate of inflation is slowing in the majority of regions where we operate.

That said, current and future inflationary effects may continue to be impacted by, among other things, supply chain disruptions, governmental stimulus or fiscal and monetary policies, changes in interest rates, tariffs, and changing demand for certain goods and services.

We cannot predict with any certainty the impact that interest rates, a global or any regional recession, or higher inflation may have on our customers or suppliers.

Additionally, we are unable to predict the potential effects that any future pandemic, hyperinflation in Argentina and Egypt, or the continuation or escalation of global conflicts, including the conflict between Russia and Ukraine and the instability in the Middle East and Myanmar, and related sanctions or market disruptions, may have on our business.

It remains uncertain how long any of these conditions may last or how severe any of them may become.

Sales in 2024 decreased $267 million compared to 2023 primarily due to decreases of $213 million from lower sales prices and $70 million from lost volume as a result of the 2023 fire at the company’s Verona, Virginia extruded aluminum slug manufacturing facility.

respectively.

The decrease year-over-year was primarily due to lower manufacturing costs, including lower aluminum costs of $281 million, and lower freight expenses of $53 million.

We took actions to normalize inventory levels and reduce fixed and variable costs in 2024 and 2023.

The increase compared to the same period in 2023 was primarily due to the company’s larger depreciable asset base.

The amounts in 2023 included facility shutdown costs, a foreign exchange loss associated with the company’s Argentina business and transaction costs related to the sale of the aerospace business.

This reduction was offset by an increase of 5.8 percent for currency exchange on revaluation of deferred tax balances.

Segment sales in 2024 were $71 million higher compared to 2023 primarily due to an increase of $104 million from higher volume, partially offset by a decrease of $21 million resulting mainly from lower aluminum prices.

_Management Performance Measures_

Management internally uses various measures to evaluate company performance such as comparable operating earnings (earnings before interest expense, taxes and business consolidation and other non-comparable items); comparable net earnings (net earnings attributable to Ball Corporation before business consolidation and other non-comparable items after tax); comparable diluted earnings per share (comparable net earnings divided by diluted weighted average shares outstanding); return on average invested capital (net operating earnings after tax over the relevant performance period divided by average invested capital over the same period); economic value added (EVA®) dollars (net operating earnings after tax less a capital charge on average invested capital employed); earnings before interest expense, taxes, depreciation and amortization (EBITDA); and diluted earnings per share.

In addition, management uses operating cash flows, free cash flow (cash flows from operating activities less capital expenditures; and, it may be adjusted for additional items that affect comparability between periods) and adjusted free cash flow (free cash flow adjusted for payments made for income tax liabilities related to the aerospace disposition and other material dispositions) as measures to evaluate the company’s liquidity.

We believe this information is also useful to investors as it provides insight into the earnings and cash flow criteria that management uses to make strategic decisions.

These financial measures may be adjusted at times for items that affect comparability between periods, including business consolidation and other non-comparable items.

Nonfinancial measures used in the packaging businesses include production efficiency and spoilage rates; quality control figures; environmental, health and safety statistics; production and sales volume data; asset utilization rates and measures of sustainability.

References to sales volume data represent units shipped.

Many of the above noted financial measurements are presented on a non-U.S. GAAP basis and should be considered in connection with the consolidated financial statements within [Item 8](#Item8FinancialStatementsandSupplementary) of this annual report.

Non-U.S. GAAP measures should not be considered in isolation and should not be considered superior to, or a substitute for, financial measures calculated in accordance with U.S. GAAP.

A presentation of earnings in accordance with U.S. GAAP is available in [Item 8](#Item8FinancialStatementsandSupplementary) of this annual report.

We have limited near-term debt maturities and our senior credit facilities are in place until 2027.

Cash flows provided by operating activities were $115 million in 2024, primarily driven by earnings from continuing operations of $430 million, along with reconciling adjustments to operating cash flows of $620 million for depreciation and amortization and a $233 million noncash impairment charge on the aluminum cups business, partially offset by $766 million of income taxes paid related to the sale of the aerospace business and the company’s decision to reduce its use of factoring by $476 million.

We currently estimate a total cash tax of $875 million for the sale of the aerospace business.

At December 31, 2024, days payable outstanding was 130 days; therefore, a change of one day in days payable outstanding will impact cash flows provided by (used in) operating activities by $25 million.

At December 31, 2024, days inventory outstanding was 58 days; therefore, a change of one day in days inventory on hand will impact cash flows provided by (used in) operating activities by $25 million.

Cash flows provided by investing activities were $5.00 billion in 2024, primarily driven by the initial cash proceeds received at close from the sale of the aerospace business of $5.42 billion, partially offset by capital expenditures of $484 million.

The combined limit and available for sale amount as of December 31, 2023, included $160 million and $97 million, respectively, associated with receivable factoring programs included within the historical aerospace reportable segment.

2023, respectively.

On April 24, 2024, Ball’s Board of Directors approved the repurchase by the company of up to a total of 40 million shares of its common stock.

This repurchase authorization replaced the April 24, 2024, authorization.

On February 14, 2024, Ball announced a public tender of the $1.00 billion 5.25% senior notes due July 2025 and the $750 million 4.875% senior notes due March 2026.

On March 14, 2024, $811 million of the $1.00 billion 5.25% senior notes and $494 million of the $750 million 4.875% senior notes were validly tendered and accepted.

Additionally, in the first quarter of 2024, Ball repaid at maturity the outstanding 0.875% euro denominated senior notes due in the amount of $817 million and prepaid $700 million of the Term A loan outstanding balance.

At December 31, 2023, the company had $196 million of committed short-term loans outstanding and $13 million outstanding under short-term uncommitted credit facilities.

_Aluminum Cups_

Second, we use certain derivative instruments, including option and forward contracts, as economic and cash flow hedges of commodity price risk where there are material differences between [added: contracted] sales and purchase [removed: contracted pricing and volume.][added: pricing.]

Considering the effects of derivative instruments, the company’s ability to pass-through certain raw material costs through contractual provisions, the market’s ability to accept price increases and the company’s commodity price exposures under its contract terms, a hypothetical 10 percent adverse change in the company’s aluminum prices would result in an estimated [removed: $2] [added: $3] million after-tax reduction in net earnings over a one-year period.

Interest rate instruments held by the company at December 31, [removed: 2024,] [added: 2025,] included pay-fixed interest rate swaps [removed: and options] which effectively convert variable rate obligations to fixed-rate instruments.

Based on our interest rate exposure at December 31, [removed: 2024,] [added: 2025,] assumed floating rate debt levels throughout the next 12 months and the effects of our existing derivative instruments, a 100-basis point increase in interest rates would result in an estimated [removed: $1] [added: $7] million after-tax reduction in net earnings over a one-year period.

Considering the company’s derivative financial instruments outstanding at December 31, [removed: 2024,] [added: 2025,] and the various currency exposures, a hypothetical 10 percent reduction (U.S. dollar strengthening) in currency exchange rates compared to the U.S. dollar would result in an estimated [removed: $19] [added: $15] million after-tax reduction in net earnings over a one-year period.

A hypothetical 10 percent adverse change in the U.S. dollar’s currency exchange rates would increase our forecasted average debt balance by approximately [removed: $73] [added: $164] million.

The company uses fixed-for-fixed cross currency swaps [added: and designated foreign currency denominated debt instruments] to achieve this objective.

As of December 31, [removed: 2024,] [added: 2025,] the company had three fixed-for-fixed cross currency swaps outstanding, with notional amounts totaling €1.05 billion.

A hypothetical 10 percent adverse change in the related foreign currency exchange rate would result in an estimated [removed: $62] [added: $67] million after-tax currency translation adjustment loss in other comprehensive earnings (loss).

The terms include fixed, floating or pass-through aluminum component pricing.

Although Ball's functional currency in Argentina is the U.S. dollar, a portion of its transactions are denominated in pesos.

During the fourth quarter of 2023, Argentina suddenly devalued its peso relative to the U.S. dollar as one of the economic policies implemented by the new government with the goal of stabilizing and growing the economy.

As a result, Ball recorded a $22 million devaluation charge in business consolidation and other activities in the consolidated statement of earnings for the year ended December 31, 2023.

The Egypt economy became highly inflationary at September 30, 2024, due to the country’s three year cumulative inflation rate exceeding 100 percent.

As such, effective October 1, 2024, the company’s Egyptian business will be accounted for as operating in a highly inflationary economy.

In [removed: 2024,] [added: 2025,] our total consolidated net sales were [removed: $11.80] [added: $13.16] billion.

Our largest product line is aluminum beverage containers and we also produce extruded aluminum aerosol containers, recloseable aluminum bottles across multiple consumer [removed: categories, aluminum slugs] [added: categories] and aluminum [removed: cups.][added: slugs.]

[removed: At December 31, 2024,] [added: The financial results of] the [added: aluminum cups business are presented in Other in the tables below through the date of the transaction and the] assets and liabilities of the [removed: aluminum cups operating segment are] [added: business were] presented as current assets held for sale and current liabilities held for sale on the consolidated balance [removed: sheet.][added: sheet as of December 31, 2024.]

By leveraging our competitive advantages of bringing our scale to sustainability, the power of our partnerships and the unmatched talent of our people we will [removed: deliver on] [added: win alongside] our [removed: promise of We Care… We Work… We Win…][added: customers.]

The compensation of many of our employees is tied to the company’s performance through our EVA®-based [added: and other] incentive programs.

[removed: Our innovation and manufacturing] [added: To help reach this target our] teams around the world focus on continuously driving operational [removed: excellence in support of Ball’s resource efficiency goals.][added: and supply chain excellence.]

[removed: Our] [added: Although, our] commitment extends beyond our walls and includes purchasing aluminum from Aluminum Stewardship Initiative (ASI) certified [removed: sustainable sources] [added: suppliers, sourcing Cradle to Cradle Material Health certified inks] and [added: coatings, and] reducing value chain emissions, all in order to facilitate the achievement of Ball and its customers’ sustainability targets.

Today’s consumers are increasingly choosing brands based on their sustainability [removed: credentials.][added: credentials and packaging design regulations are increasing around the world.]

[removed: In addition, with growing packaging design regulations around the world, aluminum] [added: Aluminum] cans are well positioned to [removed: incur low compliance costs] [added: meet both trends] due to circularity credentials, such as favorable recycling rates and recycled content.

[removed: As] [added: In 2023 the global aluminum recycling rate was 75 percent and, as] of [removed: 2023,] [added: 2024,] Ball beverage cans contained [removed: 70] [added: 74] percent recycled content on [removed: average globally.][added: average.]

[removed: Aluminum] [added: Ball aluminum] packaging unlocks the full potential of packaging to help [added: our] customers convey their purpose to consumers, while limiting regulatory exposure.

We work together to create effective collection and recycling [removed: systems,] [added: systems] and educate consumers about the sustainability and circularity benefits of aluminum packaging.

At the end of [removed: 2024,] [added: 2025,] the company and its subsidiaries employed approximately 16,000 employees, including approximately 5,000 employees in the U.S. Details of collective bargaining agreements are included within [Item 1A, Risk Factors](#Item1ARiskFactors_344823) of this annual report.

Embracing our rich [removed: 145-year] [added: 146-year] history, we are a company that respects [removed: and values] each of our employees and [removed: their collective desire to deliver value to all] [added: are guided and motivated by] our [removed: stakeholders.][added: values of We Care.]

In [removed: 2024, we expanded] [added: recent years,] this focus [added: has expanded] to include Belonging, [removed: reinforcing] [added: reflecting] our [removed: commitment] [added: efforts] to [removed: creating] [added: support] an environment where [removed: all] employees feel [removed: respected, connected,] [added: respected] and [removed: supported in their professional growth.][added: engaged.]

[removed: Over the past decade, we have expanded our] [added: Our] talent management organization [removed: with] [added: has] dedicated acquisition and development functions, [removed: implementing rigorous] [added: with standard] hiring [removed: processes] [added: processes, assessments,] and [removed: standardized assessments] [added: investment in development planning] to align with our cultural values and strategic goals.

In [removed: 2024,] [added: 2025,] Ball Corporation faced a year of transformation, [removed: introducing a new] [added: with senior leadership changes and further adoption of the] operating model and brand identity.

Amid [removed: these] changes, the company prioritized keeping employees informed and engaged, underscoring its commitment to fostering trust and unity across the organization.

An employee engagement survey conducted in [removed: October 2024] [added: September 2025] demonstrated the resilience of Ball's workforce.

With an impressive global response rate of [removed: 81] [added: 87] percent, the survey revealed strong alignment with the company’s vision and values.

As Ball looks to [removed: 2025,] [added: 2026,] the focus remains on driving higher engagement and advancing team effectiveness to sustain a culture of collaboration and innovation.

Beginning in 2025, we [removed: have] introduced a common enterprise-wide approach for enabling individual performance and delivering competitive incentive rewards, which are key to advancing our business and strengthening our One Ball winning culture.

Our short-term incentive plan for salaried employees will reward individual [added: performance as well as company performance, thereby encouraging a high-performing culture.]

Ball also has investments in the U.S., Guatemala, [removed: Panama and] [added: Panama,] Vietnam [added: and Saudi Arabia] that are accounted for using the equity method of accounting [removed: and, accordingly, those results are not included in segment sales or earnings.]

Beverage packaging, North and Central America, is Ball’s largest segment, accounting for 48 percent of consolidated net sales in [removed: 2024.][added: 2025.]

Aluminum beverage containers and ends are produced at [removed: 16] [added: 17] manufacturing facilities in the U.S., one in Canada and two in Mexico.

According to publicly available information and company estimates, the North American aluminum beverage container industry represents approximately [removed: 138] [added: 139] billion units.

Ball, the largest producer in the region, shipped approximately [removed: 48] [added: 50] billion aluminum beverage containers in North and Central America in [removed: 2024,] [added: 2025,] which represented approximately [removed: 34] [added: 36] percent of the aggregate shipments in these countries.

In North and Central America, a diverse base of more than [removed: six] [added: seven] global suppliers provide almost all of our aluminum can and end sheet requirements_._

In addition, the aluminum beverage container competes [removed: aggressively] with other packaging materials which include meaningful industry positions by the glass bottle in the packaged beer industry and the polyethylene terephthalate (PET) bottle in the carbonated soft drink and water industries.

The beverage packaging, EMEA, segment accounted for [removed: 29] [added: 30] percent of Ball’s consolidated net sales in [removed: 2024.][added: 2025.]

For the countries in which we currently operate, the aluminum beverage container market is approximately [removed: 93] [added: 97] billion containers, and we are the largest producer with an estimated 39 percent of shipments in this region.

Our EMEA beverage facilities, shipped [removed: 36] [added: 38] billion aluminum beverage containers in [removed: 2024.][added: 2025.]

Historically, sales volumes of metal beverage containers in EMEA tend to be highest during the period from May through August, with a smaller increase in demand leading up to the winter holiday season in the U.K. Much like in other parts of the world, the aluminum beverage container competes [removed: aggressively] with other packaging materials used by the beer and [removed: carbonated] soft drink industries.

These trends are evolving, however, as customers, regulators and non-governmental organizations continue to press for more sustainable [removed: packaging in the wake of the global pollution crisis.][added: packaging.]

[removed: Five] [added: Six] global aluminum suppliers provide almost all of our aluminum can and end sheet requirements.

The beverage packaging, South America, segment accounted for [removed: 17] [added: 16] percent of Ball’s consolidated net sales in [removed: 2024.][added: 2025.]

For the countries where we operate, the South American aluminum beverage container market is approximately 43 billion containers, and we are the largest producer in this region with an estimated [removed: 45] [added: 46] percent of South American shipments in [removed: 2024.][added: 2025.]

The company’s South American beverage facilities shipped approximately [removed: 19] [added: 20] billion aluminum beverage containers in [removed: 2024.][added: 2025.]

Other consists of a non-reportable operating segment (beverage packaging, other) that manufactures and sells aluminum beverage containers in [removed: India, Saudi Arabia] [added: India] and Myanmar; a non-reportable operating segment that manufactures and sells extruded aluminum aerosol containers and recloseable aluminum bottles across multiple consumer categories as well as aluminum slugs (personal & home care, formerly aerosol packaging) throughout North America, South America, Europe, and Asia; [removed: a non-reportable operating segment that manufactures and sells aluminum cups (aluminum cups);] undistributed corporate expenses; and intercompany eliminations and other business activities.

Our strategy comprises four pillars: executing every day, staying close to our customers, accelerating the substrate shift to aluminum and managing complexity to our advantage.

Together, these pillars form a clear framework that enables us to outperform in dynamic markets, serve our customers and create long-term value for those who count on us.

How we work is guided by our operating model called the Ball Business System and by our values of We Care.

We Work.

We Win.

Ball earned a MSCI AAA ESG rating, received a Gold Medal in recognition of overall sustainability achievements through EcoVadis and has been listed on the North American Dow Jones Sustainability Index for 6 years in a row.

We Work.

We Win.

Purposefully at the center of the Ball Business System is our people and culture – the heartbeat of our organization.

We are driving a culture where everyone has the opportunity to contribute to our shared success, realize their leadership potential and grow as individuals.

Our nine Ball Global Networks provide employees with opportunities to celebrate each other’s differences, create safe and accommodating work environments and inspire one another.

Our Ball spirit is also evident outside of our walls through the ways we support the communities where we live and work with employees donating more than 24,000 hours to charitable causes last year.

We are committed to a safe and fulfilling work environment where our Ball team members demonstrate hard work and teamwork, with low egos and high collaboration.

We lead with integrity and are inspired to make a difference for our customers, communities and company.

At Ball, fostering a workplace where employees are supported and able to contribute effectively is an important part of our business.

Since 2015, we have maintained a focused approach to inclusion, recognizing the role that a broad range of perspectives can play in supporting innovation, collaboration, and business outcomes.

In 2025, we expanded the reach of the Global Inclusion Council establishing Regional Inclusion Committees to support local engagement and implementation of BI&D (“Belonging, Inclusion and Diversity”) initiatives across our global operations.

Leaders across our business segments remain responsible for fostering inclusive workplace practices and maintaining a highly qualified workforce.

We also conducted a Workplace Inclusion Scan across our global plants and facilities to assess accessibility and inclusivity.

The results of this assessment are being used to help identify opportunities for improvement and to inform future actions related to workplace accessibility and employee experience.

We continue to strengthen our succession planning through a disciplined, enterprise-wide approach that integrates targeted development experiences and formal development planning to build a robust pipeline of future leaders.

2025 marked another year of strong progress in Ball’s global safety performance.

Through the active engagement of employees worldwide, we achieved a 19 percent reduction in our total recordable incident rate (“TRIR”), lowering it to 0.98 and surpassing our 2030 target.

and, accordingly, those results are not included in segment sales or earnings.

In the first quarter of 2025, Ball acquired Florida Can Manufacturing, which consisted of one manufacturing facility in Winter Haven, Florida, see [Note 4](#Note4AcquisitionsandDispositions) for details.

The aluminum beverage container competes with other packaging materials which include meaningful industry positions by the glass bottle in the packaged beer industry and the polyethylene terephthalate (PET) bottle in the carbonated soft drink and water industries.

On August 27, 2025, the company sold 41 percent of its 51 percent ownership interest in Ball United Arab Can Manufacturing Company, which resulted in Ball deconsolidating the business and retaining a 10 percent ownership interest.

The financial results of the Saudi Arabian business, which were a part of the beverage packaging, other, non-reportable operating segment, are presented in Other in the tables below through the date of the transaction and as of December 31, 2024, the assets and liabilities of the Saudi Arabian business were presented as current assets held for sale and current liabilities held for sale on the consolidated balance sheet.

*​*

*​*

On March 21, 2025, Ball closed on a transaction for its aluminum cups business, which resulted in Ball deconsolidating the business.

In the third quarter of 2023, Ball entered into a Stock Purchase Agreement (Agreement) with BAE Systems, Inc. (BAE) and, for the limited purposes set forth therein, BAE Systems plc, to sell all outstanding equity interests in Ball’s aerospace business to BAE.

On February 16, 2024, the company completed the divestiture of the aerospace business.

See [Note 4](#Note4AcquisitionsandDispositions) for further details.

We focus our sustainability efforts on environmental, social and governance impacts.

In addition, Ball is committed to hiring, training and retaining a highly qualified and high-performing employee population to work in our manufacturing facilities and offices, and we do so with the intention of having a skilled and engaged workforce.

Ball customers understand this growing priority and their unique position in impacting the environment, especially through the packaging materials they use.

Aluminum cans, bottles and cups are an attractive option for sustainability-conscious brands with commitments to real world recyclability and increasing their usage of recycled materials in consumer packaging.

Aluminum containers are designed to be recycled without losing quality and retain a high economic value, pushing aluminum collection, sorting and recycling rates to the highest of any beverage packaging material.

That is why 75 percent of all aluminum ever produced is still in use today.

At a global 71 percent recycling rate with low yield losses and high product-to-product recycling loops, aluminum beverage packaging is the leader not only in recycling, but in circularity.

At Ball, we believe our people and our culture enable our success and make it possible for us to deliver on our promises to customers, investors, communities and all of our stakeholders.

We are working hard to create a culture and environment in which zero injuries become the reality, so everyone working for or within Ball gets home safe and healthy to their families and friends every day.

We continue to invest in hiring, training and retaining our employees at every level across the organization to ensure we have the right people with the right skills in the right roles, and are providing them with opportunities to advance their careers.

This includes a global Belonging, Inclusion and Diversity (BI&D) strategy, which ensures we have a sustainable workforce, and foster a safe and inclusive work environment where everyone feels they belong and are valued for their differences and contributions.

A focus on BI&D among individuals and teams helps to unleash ideas and fuel innovation, driving growth and economic value throughout our global organization.

A healthy and sustainable business also depends on thriving communities.

Ball’s commitment to the communities where we live and operate is an integral part of our corporate culture, as we continue to support organizations, programs and civic initiatives that advance sustainable livelihoods.

Community engagement is how our company and our employees enrich the places where we live and work beyond providing jobs, benefits and paying local taxes.

Through the Ball Foundation, corporate giving, employee giving and volunteerism, we invest in the future of the communities that sustain us.

Each year Ball and its employees donate, volunteer and support non-profit organizations centered on building sustainable communities through recycling, education, and disaster preparedness and relief initiatives.

For the seventh year in a row, Ball received an A- score in CDP’s climate change program.

In addition, Ball earned a MSCI AAA ESG rating,

received a Gold Medal in recognition of overall sustainability achievements through EcoVadis and was recognized as one of America’s Most Responsible Companies by Newsweek.

We embrace our diversity and are “one Ball” in valuing:

| | ● | Leading with integrity; |

| --- | --- | --- |

| | ● | Working to create an enduring impact; and |

| | ● | Winning through our customer focus |

At Ball, fostering a workplace where every employee feels valued and empowered to contribute their best work has been an essential part of our success.

Since 2015, we have had a dedicated focus on inclusion, recognizing that a diverse workforce enhances innovation, collaboration, and business outcomes.

Our Global Inclusion Council, sponsored by our Chief Executive Officer and Chief Human Resources Officer, serves as a platform for collaboration and alignment on key Belonging, Inclusion & Diversity (BI&D) priorities.

Our leaders across all business segments are committed to cultivating a workplace where every employee can thrive.

We remain committed to furthering our efforts in ensuring a highly qualified workforce – diverse and non-diverse, reinforcing our belief that an inclusive and engaged workforce drives long-term business success.

We have also strengthened succession planning through a holistic strategy that combines challenging assignments, formal development plans and professional coaching to build a strong pipeline of future leaders.

performance as well as company performance, thereby encouraging a high-performing culture.

Ball permanently ceased production at its aluminum beverage can manufacturing facility in Kent, Washington in the first quarter of 2024.

In the third quarter of 2022, Ball completed the sale of its aluminum beverage packaging business located in Russia, which included three aluminum beverage can manufacturing facilities.

More and more brands are choosing aluminum beverage packaging because of its closed-loop recyclability and other sustainability credentials.

Using a new calculation implemented by the European Union (EU) in 2022, the overall recycling rate for aluminum beverage cans in the EU, U.K., Switzerland, Norway and Iceland was approximately 75 percent in 2022.

Our manufacturing facility in Saudi Arabia, Ball United Arab Can Manufacturing Company, is an investment 51 percent owned by Ball and consolidated in our results.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of voting stock held by non-affiliates of the registrant was [removed: $18.36] [added: $15.26] billion based upon the closing market price and common shares outstanding as of June 30, [removed: 2024.][added: 2025.]

| Class | ​ | Outstanding at February [removed: 18, 2025] [added: 17, 2026] |

| Common Stock, without par value | ​ | [removed: 282,822,891] [added: 266,077,175] shares |

| 1. | Proxy statement to be filed with the Commission within 120 days after December 31, [removed: 2024,] [added: 2025,] to the extent indicated in Part III. |

For the year ended December 31, [removed: 2024][added: 2025]

| ​ | [Forward-Looking Statements](#FORWARDLOOKINGSTATEMENTS_743581) | [removed: 32] [added: 31] | |

| [Item 7A.](#Item7AQuantitativeandQualitativeDisclosu) | [Quantitative and Qualitative Disclosures About Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | [removed: 33] [added: 32] | |

| [Item 8.](#Item8FinancialStatementsandSupplementary) | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | [removed: 35] [added: 34] | |

| ​ | [Report of Independent Registered Public Accounting Firm](#Item8ReportofIndependentRegisteredPublic) (PCAOB ID 238) | [removed: 35] [added: 34] | |

| ​ | [Consolidated Statements of Earnings for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#Earnings_26886)] [added: 2023](#Earnings_26886)] | [removed: 37] [added: 36] | |

| ​ | [Consolidated Statements of Comprehensive Earnings (Loss) for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#ComprehensiveEarningsLoss_91149)] [added: 2023](#ComprehensiveEarningsLoss_91149)] | [removed: 38] [added: 37] | |

| ​ | [Consolidated Balance Sheets at December 31, [removed: 2024] [added: 2025] and [removed: 2023](#BalanceSheets_38407)] [added: 2024](#BalanceSheets_38407)] | [removed: 39] [added: 38] | |

| ​ | [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#CashFlows_398598)] [added: 2023](#CashFlows_398598)] | [removed: 40] [added: 39] | |

| ​ | [Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, [added: 2025,] 2024 [removed: 2023] and [removed: 2022](#ShareholdersEquity_370455)] [added: 2023](#ShareholdersEquity_370455)] | [removed: 41] [added: 40] | |

| ​ | [Notes to the Consolidated Financial Statements](#NotestotheConsolidatedFinancialStatement) | [removed: 42] [added: 41] | |

| ​ | [Note 1. [removed: Critical and] Significant Accounting Policies](#Note1CriticalandSignificantAccountingPol) | [removed: 42] [added: 41] | |

| ​ | [Note 2. Accounting Pronouncements](#Note2AccountingPronouncements) | [removed: 52] [added: 49] | |

| ​ | [Note 3. Business Segment Information](#Note3BusinessSegmentInformation) | [removed: 53] [added: 50] | |

| ​ | [Note 4. Acquisitions and Dispositions](#Note4AcquisitionsandDispositions) | [removed: 56] [added: 53] | |

| ​ | [Note 5. Revenue from Contracts with Customers](#Note5RevenuefromContractswithCustomers) | [removed: 60] [added: 56] | |

| ​ | [Note 6. Business Consolidation and Other Activities](#Note6BusinessConsolidationandOtherActivi) | [removed: 60] [added: 56] | |

| ​ | [Note 7. Supplemental Cash Flow Statement Disclosures](#Note7SupplementalCashFlowDisclosures) | [removed: 61] [added: 57] | |

| ​ | [Note 8. Receivables, Net](#Note8ReceivalesNet) | [removed: 62] [added: 58] | |

| ​ | [Note 9. Inventories, Net](#Note9InventoriesNet) | [removed: 62] [added: 59] | |

| ​ | [Note 10. Property, Plant and Equipment, Net](#Note10PropertyPlantandEquipmentNet) | [removed: 63] [added: 59] | |

| ​ | [Note 11. Goodwill](#Note11Goodwill) | [removed: 63] [added: 59] | |

| ​ | [Note 12. [removed: Intangibles] [added: Intangible] Assets, Net](#Note12Intangibles) | [removed: 63] [added: 60] | |

| ​ | [Note 13. Other Assets](#Note13OtherAssets) | [removed: 64] [added: 60] | |

| ​ | [Note 14. Leases](#Note14Leases) | [removed: 64] [added: 61] | |

| ​ | [Note 15. Debt and Interest Costs](#Note15DebtandInterestCosts) | [removed: 66] [added: 63] | |

| ​ | [Note 16. Taxes on Income](#Note16TaxesonIncome) | [removed: 67] [added: 65] | |

| ​ | [Note 17. Employee Benefit Obligations](#Note17EmployeeBenefitObligations) | [removed: 71] [added: 70] | |

| ​ | [Note 18. Shareholders’ Equity](#Note18ShareholdersEquity) | [removed: 80] [added: 79] | |

| ​ | [Note 19. Stock-Based Compensation Programs](#Note19StockeBasedCompensationPrograms) | [removed: 81] [added: 80] | |

| ​ | [Note 20. Earnings Per Share](#Note20EarningsPerShare) | [removed: 83] [added: 82] | |

| ​ | [Note 21. Financial Instruments and Risk Management](#Note21FinancialInstrumentsandRiskManagem) | [removed: 84] [added: 82] | |

| ​ | [Note 22. Contingencies](#Note22Contingencies) | [removed: 90] [added: 88] | |

| ​ | [Note 23. Indemnifications and Guarantees](#Note23IndemnificationsandGuarantees) | [removed: 90] [added: 89] | |

| [Item 9.](#Item9ChangesinandDisagreementswithAccoun) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesinandDisagreementswithAccoun) | [removed: 94] [added: 91] | |

| ​ | [Note 24. Quarterly Results of Operations (Unaudited)](#Note24QuarterlyResultsofOperations) | 92 | |

Ball partners closely with a strong network of [removed: external] [added: third-party security] partners, including conducting annual assessments of the cyber risk management program against the NIST CSF.

Our information security team has established and implemented formal processes and policies to assess, identify, and manage risks arising from cybersecurity threats, including those associated with our internal operations and the use of [removed: third-party service providers.]

We continually refine our approach to address evolving cybersecurity regulations, identify potential and emerging security [removed: risks,] [added: risks (including AI-driven phishing] and [added: supply chain attacks), and] implement strategies to manage these risks.

Our collaboration with these third-parties includes regular audits, [added: vulnerability scans, penetration tests, threat assessments, and consultation on cyber enhancements.]

This provides us with expanded global [removed: threat intel] [added: security monitoring] and [removed: enhances our ability to deliver continuous global] cyber operations 24/7.

Refer to [removed: Item] [added: [Item] 1A, Risk [removed: Factors] [added: Factors](#Item1ARiskFactors_344823)] – Technological Risks, for additional details on cybersecurity risks that could potentially materially affect the company, including its business strategy, results of operations, financial condition and reputation.

To date, we have not identified any cybersecurity incidents that have [added: materially] affected, or are reasonably likely to [added: materially] affect, our business, operations, or financial condition.

third-party service providers.

threat assessments, and consultation on cyber enhancements.

| | ● | Winter Haven, Florida |

| --- | --- | --- |

*​*

| | ● | Dammam, Saudi Arabia (presented as held for sale as of December 31, 2024 on the consolidated balance sheet) |

| | ● | Ahmedabad, India (presented as held for sale as of December 31, 2024 on the consolidated balance sheet) |

_Aluminum cups location:_

| | ● | Rome, Georgia (presented as held for sale as of December 31, 2024 on the consolidated balance sheet) |

There were [removed: 8,354] [added: 7,385] common shareholders of record on February [removed: 18, 2025.][added: 17, 2026.]

The following table summarizes the company’s repurchases of its common stock during the fourth quarter of [removed: 2024.][added: 2025.]

| Purchases of Securities | | | | | | | | | | [added: |]

| [removed: ($ in millions)] [added: ​] | [added: ​ ​ ​] | Total [removed: Number of] [added: Number of] Shares Purchased (a) | [added: ​ ​ ​] | Average Price Paid per Share | | [added: ​ ​ ​] | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a) | [added: ​ ​ ​] | [added: ​ |] Maximum [removed: Number] [added: Value] of Shares that May Yet Be Purchased Under the Plans or Programs (b) |

| _(b)_ | [removed: _On April 24, 2024, Ball’s Board of Directors approved the repurchase by the] [added: _The] company [removed: of up to a total of 40 million] [added: has an ongoing repurchase program for which] shares [added: are authorized from time to time by Ball’s Board] of [removed: its common stock. This repurchase authorization replaced all previous authorizations.] [added: Directors.] On January 29, 2025, the Board [removed: of Directors] approved the repurchase by the company of up to [removed: a total of] $4.00 billion in shares of its common [removed: stock.] [added: stock through the end of 2027.] This repurchase authorization replaced [removed: the April 24, 2024, authorization._] [added: all previous authorizations__._] |

The line graph below compares the annual percentage change in Ball Corporation’s cumulative total shareholder return on its common stock with the cumulative total return of the Dow Jones Containers & Packaging Index and the S&P Composite 500 Stock Index for the five-year period ended December 31, [removed: 2024.][added: 2025.]

The graph assumes $100 was invested on December 31, [removed: 2019,] [added: 2020,] and that all dividends were reinvested.

[removed: ][added: ]

| ​ | ​ | [removed: 12/31/2019 | | ​ |] 12/31/2020 | | ​ | 12/31/2021 | | ​ | 12/31/2022 | | ​ | 12/31/2023 | | ​ | 12/31/2024 | | [added: ​ | 12/31/2025 | |]

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| October 1 to October 31, 2025 | ​ | 1,856,168 | ​ | $ | 48.95 | ​ | 1,856,168 | ​ | $ | 3,049,987,369 |

| November 1 to November 30, 2025 | ​ | 2,314,651 | ​ | ​ | 48.40 | ​ | 2,314,651 | ​ | ​ | 2,939,112,414 |

| December 1 to December 31, 2025 | ​ | 285,600 | ​ | ​ | 49.28 | ​ | 285,600 | ​ | ​ | 2,925,127,964 |

| Total | ​ | 4,456,419 | ​ | ​ | ​ | ​ | 4,456,419 | ​ | ​ | ​ |

| BALL | ​ | $ | 100.00 | ​ | $ | 104.13 | ​ | $ | 55.99 | ​ | $ | 63.91 | ​ | $ | 62.01 | ​ | $ | 60.52 |

| S&P 500 | ​ | ​ | 100.00 | ​ | ​ | 128.71 | ​ | ​ | 105.40 | ​ | ​ | 133.10 | ​ | ​ | 166.40 | ​ | ​ | 196.16 |

| DJ US Containers & Packaging | ​ | ​ | 100.00 | ​ | ​ | 110.96 | ​ | ​ | 91.21 | ​ | ​ | 98.16 | ​ | ​ | 112.83 | ​ | ​ | 99.86 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| October 1 to October 31, 2024 | ​ | 1,893,489 | ​ | $ | 66.04 | ​ | 1,893,489 | ​ | 27,117,752 |

| November 1 to November 30, 2024 | ​ | 3,865,124 | ​ | ​ | 61.50 | ​ | 3,865,124 | ​ | 23,252,628 |

| December 1 to December 31, 2024 | ​ | 4,972,167 | ​ | ​ | 58.32 | ​ | 4,972,167 | ​ | 18,280,461 |

| Total | ​ | 10,730,780 | ​ | ​ | ​ | ​ | 10,730,780 | ​ | ​ |

| BALL | ​ | $ | 100.00 | ​ | $ | 145.19 | ​ | $ | 151.18 | ​ | $ | 81.29 | ​ | $ | 92.79 | ​ | $ | 90.04 |

| S&P 500 | ​ | ​ | 100.00 | ​ | ​ | 118.40 | ​ | ​ | 152.39 | ​ | ​ | 124.79 | ​ | ​ | 157.59 | ​ | ​ | 197.02 |

| DJ US Containers & Packaging | ​ | ​ | 100.00 | ​ | ​ | 121.14 | ​ | ​ | 134.41 | ​ | ​ | 110.49 | ​ | ​ | 118.91 | ​ | ​ | 136.67 |

We have audited the accompanying consolidated balance sheets of Ball Corporation and its subsidiaries (the "Company") as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of earnings, of comprehensive earnings (loss), of shareholders' equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in _Internal Control - Integrated Framework_ (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in _Internal Control - Integrated Framework_ (2013) issued by the COSO.

Performance obligations for products with no alternative use are recognized over time when the [removed: Company] [added: company] has manufactured a unique item and has an enforceable right to [removed: payment.][added: payment, inclusive of profit.]

The Company’s consolidated net sales were [removed: $11.80] [added: $13.16] billion for the year ended December 31, [removed: 2024,] [added: 2025,] of which a majority relates to certain product revenue.

These procedures also included, among others (i) testing a sample of revenue transactions by obtaining and inspecting source documents, such as customer contracts, invoices, proof of shipment, and payment receipts, and where sales incentives are applicable, support for the nature of the incentive, amount, and agreement with the customer and (ii) confirming a sample of outstanding customer invoice balances as of December 31, [removed: 2024] [added: 2025] and, for confirmations not returned, obtaining and inspecting source documents, such as customer contracts, invoices, proof of shipment, and subsequent payment receipts.

[removed: February 20, 2025][added: 2025]

| ($ in millions, except per share amounts) | ​ | [removed: 2024] [added: 2025] | | ​ | [removed: 2023] [added: 2024] | | ​ | [removed: 2022] [added: 2023] | |

| Net sales | ​ | $ | [removed: 11,795] [added: 13,161] | ​ | $ | [removed: 12,062] [added: 11,795] | ​ | $ | [removed: 13,372] [added: 12,062] |

| Cost of sales (excluding depreciation and amortization) | ​ | ​ | [removed: (9,354)] [added: (10,583)] | ​ | ​ | [removed: (9,754)] [added: (9,354)] | ​ | ​ | [removed: (11,122)] [added: (9,754)] |

| Depreciation and amortization | ​ | ​ | [removed: (611)] [added: (622)] | ​ | ​ | [removed: (605)] [added: (611)] | ​ | ​ | [removed: (594)] [added: (605)] |

| Selling, general and administrative | ​ | ​ | [removed: (647)] [added: (566)] | ​ | ​ | [removed: (532)] [added: (647)] | ​ | ​ | [removed: (555)] [added: (532)] |

| Business consolidation and other activities | ​ | ​ | [removed: (420)] [added: 41] | ​ | ​ | [removed: (133)] [added: (420)] | ​ | ​ | [removed: (71)] [added: (133)] |

| Interest income | ​ | ​ | [removed: 68] [added: 30] | ​ | ​ | [removed: 36] [added: 68] | ​ | ​ | [removed: 14] [added: 36] |

| Interest expense | ​ | ​ | [removed: (293)] [added: (314)] | ​ | ​ | [removed: (460)] [added: (293)] | ​ | ​ | [removed: (313)] [added: (460)] |

| Debt refinancing and other costs | ​ | ​ | [removed: (3)] [added: (19)] | ​ | ​ | [removed: —] [added: (3)] | ​ | ​ | [removed: (18)] [added: —] |

| Earnings before taxes | ​ | ​ | [removed: 535] [added: 1,128] | ​ | ​ | [removed: 614] [added: 535] | ​ | ​ | [removed: 713] [added: 614] |

| Tax (provision) benefit | ​ | ​ | [removed: (133)] [added: (240)] | ​ | ​ | [removed: (146)] [added: (133)] | ​ | ​ | [removed: (138)] [added: (146)] |

| Equity in results of affiliates, net of tax | ​ | ​ | [removed: 28] [added: 27] | ​ | ​ | [removed: 20] [added: 28] | ​ | ​ | [removed: 7] [added: 20] |

| Earnings from continuing operations | ​ | ​ | [removed: 430] [added: 915] | ​ | ​ | [removed: 488] [added: 430] | ​ | ​ | [removed: 582] [added: 488] |

| Discontinued operations, net of tax | ​ | ​ | [removed: 3,584] [added: —] | ​ | ​ | [removed: 223] [added: 3,584] | ​ | ​ | [removed: 150] [added: 223] |

| Net earnings | ​ | ​ | [removed: 4,014] [added: 915] | ​ | ​ | [removed: 711] [added: 4,014] | ​ | ​ | [removed: 732] [added: 711] |

| Net earnings attributable to noncontrolling interests | ​ | ​ | [removed: 6] [added: 3] | ​ | ​ | [removed: 4] [added: 6] | ​ | ​ | [removed: 13] [added: 4] |

| Net earnings attributable to Ball Corporation | ​ | $ | [removed: 4,008] [added: 912] | ​ | $ | [removed: 707] [added: 4,008] | ​ | $ | [removed: 719] [added: 707] |

| Basic - continuing operations | ​ | $ | [removed: 1.39] [added: 3.33] | ​ | $ | [removed: 1.54] [added: 1.39] | ​ | $ | [removed: 1.80] [added: 1.54] |

| Basic - discontinued operations | ​ | ​ | [removed: 11.73] [added: \-] | ​ | ​ | [removed: 0.71] [added: 11.73] | ​ | ​ | [removed: 0.47] [added: 0.71] |

| Total basic earnings per share | ​ | $ | [removed: 13.12] [added: 3.33] | ​ | $ | [removed: 2.25] [added: 13.12] | ​ | $ | [removed: 2.27] [added: 2.25] |

| Diluted - continuing operations | ​ | $ | [removed: 1.37] [added: 3.30] | ​ | $ | [removed: 1.53] [added: 1.37] | ​ | $ | [removed: 1.78] [added: 1.53] |

| Diluted - discontinued operations | ​ | ​ | [removed: 11.63] [added: —] | ​ | ​ | [removed: 0.70] [added: 11.63] | ​ | ​ | [removed: 0.47] [added: 0.70] |

| Total diluted earnings per share | ​ | $ | [removed: 13.00] [added: 3.30] | ​ | $ | [removed: 2.23] [added: 13.00] | ​ | $ | [removed: 2.25] [added: 2.23] |

| Basic | ​ | ​ | [removed: 305,459] [added: 274,263] | ​ | ​ | [removed: 314,775] [added: 305,459] | ​ | ​ | [removed: 316,433] [added: 314,775] |

| Diluted | ​ | ​ | [removed: 308,206] [added: 275,972] | ​ | ​ | [removed: 317,022] [added: 308,206] | ​ | ​ | [removed: 320,008] [added: 317,022] |

| [removed: ​ | ​] [added: ​] | [removed: ​] [added: ​] | Years Ended December 31, | | | | | [removed: | |] [added: ​] |

| ($ in millions) | [removed: | ​] [added: ​ ​ ​] | 2024 | | ​ [added: ​ ​] | 2023 | | [removed: ​ | 2022 |] [added: ​] |

| Net earnings | ​ | [removed: ​ |] $ | [removed: 4,014] [added: 915] | ​ | $ | [removed: 711] [added: 4,014] | ​ | $ | [removed: 732] [added: 711] |

| Other comprehensive earnings (loss): | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | [removed: ​ |]

| Currency translation adjustment | ​ | ​ | [removed: ​ | (232)] [added: 134] | ​ | ​ | [removed: 55] [added: (232)] | ​ | ​ | [removed: 99] [added: 55] |

| Pension and other postretirement benefits | ​ | ​ | [removed: ​ | 180] [added: (19)] | ​ | ​ | [removed: (414)] [added: 180] | ​ | ​ | [removed: (73)] [added: (414)] |

| Derivatives designated as hedges | ​ | ​ | [removed: ​ | 22] [added: 18] | ​ | ​ | [removed: 25] [added: 22] | ​ | ​ | [removed: (181)] [added: 25] |

February 19, 2026

| ​ | ​ | *​* | ​ | ​ | ​ | ​ | ​ | *​* | ​ |

| Derivative settlements | ​ | ​ | (99) | ​ | ​ | 138 | ​ | ​ | 12 |

| Net earnings | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 912 | ​ | ​ | — | ​ | ​ | 3 | ​ | ​ | 915 |

| Balance at December 31, 2025 | ​ | 685,107 | ​ | $ | 1,422 | ​ | (419,733) | ​ | $ | (7,351) | ​ | $ | 12,219 | ​ | $ | (869) | ​ | $ | — | ​ | $ | 5,421 |

underlying net investment in the foreign entity.

Ball adopted all required disclosures effective 2025, on a prospective basis, in [Note 16](#Note16TaxesonIncome).

Improvements to Accounting for Internal-Use Software

In 2025, new guidance was issued by the Financial Accounting Standards Board (FASB) with the goal to better align accounting with how internal-use software is developed.

Measurement of Credit Losses for Accounts Receivable and Contract Assets

In 2025, amended guidance was issued by the FASB with the goal of improving efficiencies associated with the measurement of credit losses for accounts receivable and contract assets by allowing entities to elect a practical expedient for measurement.

The company is assessing the impact that the adoption of this new guidance will have on its consolidated financial statements and expects to adopt the guidance on a prospective basis in 2026.

On August 27, 2025, the company sold 41 percent of its 51 percent ownership interest in Ball United Arab Can Manufacturing Company, which resulted in Ball deconsolidating the business and retaining a 10 percent ownership interest.

On March 21, 2025, Ball closed on a transaction for its aluminum cups business, which resulted in Ball deconsolidating the business.

The financial results of the aluminum cups business are presented in Other in the tables below through the date of the transaction and the assets and liabilities of the business were presented as current assets held for sale and current liabilities held for sale on the consolidated balance sheet as of December 31, 2024.

See [Note 4](#Note4AcquisitionsandDispositions) for further details on the Saudi Arabia and aluminum cups businesses.

| Red Bull GmbH and affiliates | ​ | 11 | % | 9 | % | 8 | % |

| 2025 | ​ | $ | 6,163 | ​ | $ | 1,494 | ​ | $ | 5,504 | ​ | $ | 13,161 |

| As of December 31, 2025 | ​ | $ | 3,218 | ​ | $ | 1,149 | ​ | $ | 3,683 | ​ | $ | 8,050 |

| Net sales | ​ | $ | 13,161 | ​ | $ | 11,795 | ​ | $ | 12,062 |

| Business consolidation and other activities | ​ | ​ | 41 | ​ | ​ | (420) | ​ | ​ | (133) |

| Interest expense | ​ | ​ | (314) | ​ | ​ | (293) | ​ | ​ | (460) |

| Debt refinancing and other costs | ​ | ​ | (19) | ​ | ​ | (3) | ​ | ​ | — |

Acquisition of Benepack European Production Facilities

In January 2026, the company acquired an 80 percent capital share of Benepack’s European beverage can manufacturing business from ORG Technology Co. Ltd. (ORG), for total consideration of $218 million (or €184 million), subject to customary closing adjustments.

Ball paid $95 million (or €80 million) in cash for our 80 percent equity interest, with the remainder of the consideration primarily being assumed debt.

ORG will retain a 20 percent ownership interest in the business.

The business includes two manufacturing facilities, one in Belgium and one in Hungary, and will be consolidated into Ball’s beverage packaging, EMEA, segment.

The investment further optimizes the company’s European manufacturing network as the facilities are well positioned to serve the growing demand of customers for sustainable packaging in the region.

On August 27, 2025, the company sold 41 percent of its 51 percent ownership in Ball United Arab Can Manufacturing Company for a total cash consideration of $71 million, of which $66 million was received upon closing.

The remaining $5 million of cash was received in the fourth quarter.

A gain of $81 million was recognized and is presented in business consolidation and other activities in the consolidated statement of earnings for the year ended December 31, 2025.

As of December 31, 2024, the assets and liabilities of the business were presented as current assets and current liabilities held for sale.

The transaction resulted in deconsolidation upon closing, with Ball retaining a 10 percent ownership interest, which is reported in other assets as an equity method investment on the consolidated balance sheet.

On March 21, 2025, Ball and Ayna.AI LLC (Ayna) executed a Unit Purchase Agreement to form a strategic partnership in which Ball owns a 49 percent interest.

Ball’s interest in the entity, Oasis Venture Holdings LLC (“Oasis”), is accounted for under the equity method of accounting.

Ball recorded an additional loss of $8 million related to the

transaction in business consolidation and other activities in the consolidated statement of earnings for the year ended December 31, 2025.

In the third quarter of 2025, Ball finalized the customary closing adjustments with BAE, resulting in an immaterial adjustment.

| Loss (gain) on Aerospace disposal | ​ | ​ | 3 | ​ | ​ | (4,634) | ​ | ​ | 20 |

*​*

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | *​* | ​ | ​ | ​ | ​ | ​ | *​* | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Noncurrent liabilities held for sale | ​ | ​ | — | ​ | ​ | 237 |

| --- | --- |

| Balance at December 31, 2021 | ​ | 680,945 | ​ | $ | 1,220 | ​ | (360,101) | ​ | $ | (3,854) | ​ | $ | 6,843 | ​ | $ | (582) | ​ | $ | 58 | ​ | $ | 3,685 |

| Net earnings | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | 719 | ​ | ​ | — | ​ | ​ | 13 | ​ | ​ | 732 |

| Dividends paid to noncontrolling interest | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (5) | ​ | ​ | (5) |

Ball Corporation

Notes to the Consolidated Financial Statements

Critical Accounting Policies

The company considers accounting policies to be critical when their application requires management’s judgment about the impacts of matters that are inherently uncertain.

Detailed below is a discussion of the accounting policy that management considers to be critical to the company’s consolidated financial statements.

Significant Accounting Policies

See [Note 4](#Note4AcquisitionsandDispositions) for additional discontinued operations information.

| --- | --- | --- |

business practices and applicable law.

Certain leases also include residual value guarantees; however, these amounts are not probable to be owed and are not included in the calculation of the lease liability.

others.

Risks and Uncertainties

_Global Economic Environment_

Recent data has indicated that the rate of inflation is slowing in the majority of regions where we operate.

That said, current and future inflationary effects may continue to be impacted by, among other things, supply chain disruptions, governmental stimulus or fiscal and monetary policies, changes in interest rates, tariffs, and changing demand for certain goods and services.

We cannot predict with any certainty the impact that interest rates, a global or any regional recession, or higher inflation may have on our customers or suppliers.

Additionally, we are unable to predict the potential effects that any future pandemic, hyperinflation in Argentina and Egypt, or the continuation or escalation of global conflicts, including the conflict between Russia and Ukraine and the rising instability in the Middle East and Myanmar, and related sanctions or market disruptions, may have on our business.

It remains uncertain how long any of these conditions may last or how severe any of them may become.

Ball management has reviewed the estimates used in preparing the company’s consolidated financial statements and the following have a reasonably possible likelihood of being affected, to a material extent, by the direct and indirect impacts of the current global economic environment in the near-term.

| | ● | Estimates regarding the future financial performance of the business used in the impairment tests for goodwill, long-lived assets, equity method investments, recoverability of deferred tax assets and estimates regarding cash needs and associated indefinite reinvestment assertions; |

| | ● | Estimates of recoverability for customer receivables; |

| | ● | Estimates of net realizable value for inventory; and |

| | ● | Estimates regarding the likelihood of forecasted transactions associated with hedge accounting positions at December 31, 2024, which could impact the company’s ability to satisfy hedge accounting requirements and result in the recognition of income and/or expenses. |

In addition to the above potential impacts on the estimates used in preparing the consolidated financial statements, the current global economic environment has the potential to increase Ball’s vulnerabilities to near-term severe impacts related to certain concentrations in its business.

In line with other companies in the packaging industry, Ball makes the majority of its sales and significant purchases to or from a relatively small number of global, or large regional, customers and suppliers.

Furthermore, Ball makes the majority of its sales from a small number of product lines.

The potential of the current global economic environment to affect a significant customer or supplier, or to affect demand for certain products to a significant degree, heightens the vulnerability of Ball to these concentrations.

Segment Reporting

In 2023, new guidance was issued by the Financial Accounting Standards Board (FASB) with the goal of providing financial statement users with more information about reportable segments, including more disaggregated expense information.

Ball adopted all required disclosures effective for 2024, on a retrospective basis, in [Note 3](#Note3BusinessSegmentInformation) and will fulfill the interim disclosure requirements in its Form 10-Q quarterly reports going forward.

As of December 31, [removed: 2024,] [added: 2025,] Ball Corporation, under the supervision of the Chief Executive Officer and Chief Financial Officer of the company, has conducted an evaluation of the effectiveness of the design and operation of the company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) and the Chief Executive Officer and Chief Financial Officer have concluded that the company’s disclosure controls and procedures were effective.

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2024,] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the three months ended December 31, [removed: 2024,] [added: 2025,] none of the [removed: Company’s] [added: company’s] directors or Section 16 officers adopted or terminated any “Rule 10b5-1 trading arrangements” or any “non-Rule 10b5-1 trading arrangements” (as such terms are defined in Item 408 of Regulation S-K).

The executive officers of the company as of February [removed: 20, 2025,] [added: 19, 2026,] were as follows:

Carey, [removed: 46,] [added: 47,] Vice President and Global Head of Controllership since June 2024; Vice President and Controller from 2017 to 2024; Assistant Controller from 2014 to November 2017.

Causey, [removed: 47,] [added: 48,] Senior Vice President and Chief Growth Officer since January 2024; President, Beverage Packaging EMEA from 2021 to 2024; Vice President, Integrated Business Planning from 2020 to 2021; various other positions within the company, 2014 to 2020.

Daniel [removed: W.][added: J.]

[removed: Fisher, 52, Chairman and Chief Executive Officer since April 2023; President and Chief Executive Officer from April 2022 to April 2023; President, Ball Corporation from January 2021 to April 2022;] [added: Pitre, 49,] Senior Vice [added: President and] President, [removed: Ball Corporation,] [added: North] and [removed: Chief Operating Officer, Global Beverage Packaging, from December 2016 to] [added: Central America since] January [removed: 2021;] [added: 2024;] President, Beverage Packaging North and Central America from [removed: 2014] [added: 2021] to [removed: 2016;] [added: 2024; Chief Commercial and Sustainability Officer, Global Beverage Packaging from 2019 to 2021;] various other positions within the company, [removed: 2010] [added: 2004] to [removed: 2014.][added: 2019.]

Mandy Glew, [removed: 53,] [added: 54,] Senior Vice President and President, EMEA since April 2024; Vice President, Commercial, Beverage Packaging EMEA from 2020 to 2024.

Goodwin, [removed: 59,] [added: 60,] Vice President and Global Head of Treasury since June 2024; Vice President and Treasurer from 2022 to 2024; Assistant Treasurer from 2016 to September 2022.

Lewis, [removed: 58,] [added: 59, Chief Executive Officer since November 2025,] Senior Vice President, Chief Supply Chain and Operations Officer [removed: since January 2024;] [added: from 2024 to 2025;] Senior Vice President, Ball Corporation, and Chief Operating Officer, Global Beverage Packaging, from 2021 to 2024; President, Beverage Packaging EMEA from 2019 to 2021; Chief Supply Chain Officer, Coca-Cola European Partners plc, 2016 to 2019.

Hannah Lim-Johnson, [removed: 53,] [added: 54,] Senior Vice President, Chief Legal Officer and Corporate Secretary since September 2023; Senior Vice President, Chief Legal Officer and Corporate Secretary, Meritor, Inc., 2020 to 2021.

[removed: Pitre, 48,] [added: Villatoro, 49,] Senior Vice President and President, [removed: North and Central] [added: South] America since January 2024; President, Beverage Packaging [removed: North and Central] [added: South] America from [removed: 2021] [added: 2022] to 2024; [removed: Chief Commercial and Sustainability Officer, Global] [added: Vice President, Commercial,] Beverage Packaging [added: South America] from [removed: 2019] [added: 2020] to [removed: 2021;] [added: 2022;] various other positions within the company, [removed: 2004] [added: 2016] to [removed: 2019.][added: 2020.]

[removed: Villatoro, 48,] [added: Rabbitt, 57,] Senior Vice President and [removed: President, South America] [added: Chief Financial Officer] since [removed: January 2024; President, Beverage Packaging South America] [added: May 2025; Senior Vice President of Corporate Planning and Development] from [removed: 2022] [added: 2024] to [removed: 2024;] [added: 2025,] Vice [removed: President, Commercial, Beverage Packaging South America] [added: President of Corporate Planning and Development] from [removed: 2020] [added: 2016] to [removed: 2022;] [added: 2024;] various other positions within the company, [removed: 2016] [added: 2004] to [removed: 2020.][added: 2016.]

Other information required by Item 10 appearing under the captions “Director [removed: Nominees] [added: Nominees”, “Policies on Business Ethics] and [removed: Continuing Directors”] [added: Conduct”, “Board Committees”] and [removed: “Beneficial Ownership,”] [added: “Stock Ownership Information,”] of the company’s proxy statement to be filed pursuant to Regulation 14A within 120 days after December 31, [removed: 2024,] [added: 2025,] is incorporated herein by reference.

Ted Doering, 54, Senior Vice President and Chief Information Officer since July 2025; Executive Vice President and Chief Information Officer Berry Global, Inc. from August 2024 to June 2025; Chief Digital Officer, Emerson Electric Co. from 2022 to 2024; Group Chief Information Officer, Emerson Electric Co. from 2019 to 2022.

Scott Vail, 48, Senior Vice President, Chief Supply Chain Officer since December 2025; Chief Operations Officer, Reynolds Consumer Products from September 2025 to December 2025; Vice President, Global Head of Operational Excellence, Ball Corporation from 2024 to September 2025; Vice President of Operations for Beverage Packaging North and Central America, Ball Corporation from 2021 to 2025; President of Metal Container Corporation from 2019 to 2021.

Stacey Valy Panayiotou, 52, Senior Vice President and Chief Human Resources Officer since November 2021; Executive Vice President of Human Resources, Graphic Packaging International from 2019 to 2021; Senior Vice President, Global Talent and Development, The Coca-Cola Company, 2013 to 2019.

Howard H.

Yu, 53, Executive Vice President and Chief Financial Officer since September 2023; Senior Vice President and Chief Financial Officer, Envista Holdings Corporation, 2019 to 2023.

The information required by Item 11 appearing under the [removed: caption] [added: captions “Director Independence” and] “Executive Compensation,” in the company’s proxy statement, to be filed pursuant to Regulation 14A within 120 days after December 31, [removed: 2024,] [added: 2025,] is incorporated herein by reference.

The information required by Item 12 appearing under the caption [removed: “Voting Securities and Principal Shareholders,”] [added: “Stock Ownership Information,”] in the company’s proxy statement, to be filed pursuant to Regulation 14A within 120 days after December 31, [removed: 2024,] [added: 2025,] is incorporated herein by reference.

| [added: ​ ​ ​] | ​ | Outstanding Options, | ​ | Outstanding Options, | | ​ | (Excluding Securities |

| Plan Category | [added: ​ ​ ​] | (A) | [added: ​ ​ ​] | (B) | | [added: ​ ​ ​] | (C) |

| Equity compensation plans approved by security holders | ​ | 7,172,198 | ​ | $ | 58.37 | ​ | 9,551,038 |

| Total | ​ | 7,172,198 | ​ | $ | 58.37 | ​ | 9,551,038 |

| Equity compensation plans approved by security holders | ​ | 8,912,604 | ​ | $ | 56.87 | ​ | 10,254,726 |

| Total | ​ | 8,912,604 | ​ | $ | 56.87 | ​ | 10,254,726 |

The information required by Item 13 appearing under the caption “Transactions with Related Persons, Promoters and Certain Control Persons,” [added: and “Director Independence”] in the company’s proxy statement to be filed pursuant to Regulation 14A within 120 days after December 31, [removed: 2024,] [added: 2025,] is incorporated herein by reference.

The information required by Item 14 appearing under the caption “Ratification of the Appointment of Independent Auditor,” in the company’s proxy statement to be filed pursuant to Regulation 14A within 120 days after December 31, [removed: 2024,] [added: 2025,] is incorporated herein by reference.

[Consolidated statements of earnings — Years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#ConsolidatedStatementofEarnings)][added: 2023](#ConsolidatedStatementofEarnings)]

[Consolidated statements of comprehensive earnings (loss) — Years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#ComprehensiveEarningsLoss_91149)][added: 2023](#ComprehensiveEarningsLoss_91149)]

[Consolidated balance sheets — December 31, [removed: 2024] [added: 2025] and [removed: 2023](#BalanceSheets_38407)][added: 2024](#BalanceSheets_38407)]

[Consolidated statements of cash flows — Years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#CashFlows_398598)][added: 2023](#CashFlows_398598)]

[Consolidated statements of shareholders’ equity — Years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#ShareholdersEquity_370455)][added: 2023](#ShareholdersEquity_370455)]

| [removed: 3.ii] [added: 21] | ​ | [removed: [Bylaws] [added: [List] of [added: Subsidiaries of] Ball [removed: Corporation as amended October 23, 2024.] [added: Corporation.] (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837025001190/ball-20241231xex3dii.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000110465926017410/ball-20251231xex21.htm)] |

| [removed: 4.1(f)] [added: 4.1(g)] | ​ | [Fourteenth Supplemental Indenture, dated as of September 14, 2021, among Ball Corporation, the guarantors named therein and Deutsche Bank Trust Company Americas (filed by incorporation by reference to Exhibit 4.2 of the Current Report on Form 8-K dated September 9, 2021) filed September 14, 2021.](https://www.sec.gov/Archives/edgar/data/9389/000110465921115513/tm2126945d5_ex4-2.htm) |

| [removed: 4.1(f)] [added: 4.1(h)] | ​ | [Fifteenth Supplemental Indenture, dated as of November 25, 2022, among Ball Corporation, the guarantors named therein and Deutsche Bank Trust Company Americas (filed by incorporation by reference to Exhibit 4.2 of the Current Report on Form 8-K dated November 25, 2022) filed November 25, 2022.](https://www.sec.gov/Archives/edgar/data/9389/000110465922122126/tm2231241d1_ex4-2.htm) |

| [removed: 4.1(f)] [added: 4.1(i)] | ​ | [Sixteenth Supplemental Indenture, dated as of May 11, 2023, among Ball Corporation, the guarantors named therein and Deutsche Bank Trust Company Americas (filed by incorporation by reference to Exhibit 4.2 of the Current Report on Form 8-K dated May 8, 2023) filed May 11, 2023.](https://www.sec.gov/Archives/edgar/data/9389/000110465923059166/tm2315355d1_ex4-2.htm) |

| [removed: 4.2(d)] [added: 4.2] | ​ | [Description of Ball Corporation’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (filed by incorporation by reference to the Annual Report on Form 10-K for the year ended December 31, 2023) filed February 20, 2024.](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex4d2d.htm) |

| 10.2 | ​ | [Ball Corporation [removed: 1986] [added: 1988] Deferred Compensation Plan, as amended July 1, 1994 (filed by incorporation by reference to the Quarterly Report on Form 10-Q for the quarter ended July 3, 1994) filed August 17, [removed: 1994.*](http://www.sec.gov/Archives/edgar/data/9389/0000912057-94-002724-index.html)] [added: 1994.](http://www.sec.gov/Archives/edgar/data/9389/0000912057-94-002724-index.html)] |

| 10.3 | ​ | [Ball Corporation [removed: 1988] [added: 1989] Deferred Compensation Plan, as amended July 1, 1994 (filed by incorporation by reference to the Quarterly Report on Form 10-Q for the quarter ended [removed: July] [added: Jul] 3, 1994) filed August 17, [removed: 1994.*](http://www.sec.gov/Archives/edgar/data/9389/0000912057-94-002724-index.html)] [added: 1994.](http://www.sec.gov/Archives/edgar/data/9389/0000912057-94-002724-index.html)] |

| [removed: 10.4] [added: 10.1] | ​ | [Ball Corporation [removed: 1989] [added: 1986] Deferred Compensation Plan, as amended July 1, 1994 (filed by incorporation by reference to the Quarterly Report on Form 10-Q for the quarter ended July 3, 1994) filed August 17, [removed: 1994.*](http://www.sec.gov/Archives/edgar/data/9389/0000912057-94-002724-index.html)] [added: 1994.](http://www.sec.gov/Archives/edgar/data/9389/0000912057-94-002724-index.html)] |

| 10.6 | ​ | Ball Corporation 1986 Deferred Compensation Plan for Directors, as amended October 27, 1987 (filed by incorporation by reference to the Annual Report on Form 10-K for the year ended December 31, 1990) filed April 1, [removed: 1991.*] [added: 1991.] |

| 10.7 | ​ | [Ball Corporation Economic Value Added Incentive Compensation Plan dated January 1, 1994 (filed by incorporation by reference to the Annual Report on Form 10-K for the year ended December 31, 1994) filed March 29, 1995, and as amended on August 11, 2011 (filed by incorporation by reference to Exhibit 10.7 of the Annual Report on Form 10-K for the year ended December 31, 2013) filed February 24, 2014, and as amended on April 26, 2016 (filed by incorporation by reference to Exhibit 10.7 of the Annual Report on Form 10-K for the year ended December 31, 2018), filed February 22, [removed: 2019.*](http://www.sec.gov/Archives/edgar/data/9389/000155837019000909/bll-20181231ex107654472.htm)] [added: 2019.](http://www.sec.gov/Archives/edgar/data/9389/000155837019000909/bll-20181231ex107654472.htm)] |

| 10.8 | ​ | [Ball Corporation 1997 Stock Incentive Plan (filed by incorporation by reference to the Form S-8 Registration Statement, No. 333-26361) filed May 1, [removed: 1997.*](http://www.sec.gov/Archives/edgar/data/9389/0000009389-97-000010-index.html)] [added: 1997.](http://www.sec.gov/Archives/edgar/data/9389/0000009389-97-000010-index.html)] |

| 10.9 | ​ | Ball Corporation 2005 Deferred Compensation Plan, effective January 1, 2005 ([filed by incorporation by reference to Exhibit 10.1 of the Current Report on Form 8-K dated December 23, 2005](http://www.sec.gov/Archives/edgar/data/9389/000000938905000428/ex10_1.htm)) filed December 23, 2005, and as amended and restated on January 1, 2013 ([filed by incorporation by reference to Exhibit 10.10 of the Annual Report on Form 10-K for the year ended December 31, 2013](http://www.sec.gov/Archives/edgar/data/9389/000110465914012614/a13-25784_1ex10d10.htm)), filed February 24, [removed: 2014.*] [added: 2014.] |

| 10.10 | ​ | Ball Corporation 2005 Deferred Compensation Company Stock Plan, effective January 1, 2005 [(filed by incorporation by reference to Exhibit 10.2 of the Current Report on Form 8-K dated December 23, 2005](http://www.sec.gov/Archives/edgar/data/9389/000000938905000428/ex10_2.htm)) filed December 23, 2005, and as amended and restated on January 1, 2013 ([filed by incorporation by reference to Exhibit 10.11 of the Annual Report on Form 10-K for the year ended December 31, 2013](http://www.sec.gov/Archives/edgar/data/9389/000110465914012614/a13-25784_1ex10d11.htm)) , filed February 24, 2014. [removed: *] |

| 10.11 | ​ | Ball Corporation 2005 Deferred Compensation Plan for Directors, effective January 1, 2005 [(filed by incorporation by reference to Exhibit 10.3 of the Current Report on Form 8-K dated December 23, 2005](http://www.sec.gov/Archives/edgar/data/9389/000000938905000428/ex10_3.htm)) filed December 23, 2005, and as amended and restated on January 1, 2013 ([filed by incorporation by reference to Exhibit 10.12 of the Annual Report on Form 10-K for the year ended December 31, 2013](http://www.sec.gov/Archives/edgar/data/9389/000110465914012614/a13-25784_1ex10d12.htm)), filed February 24, [removed: 2014.*] [added: 2014.] |

| 10.12 | ​ | [Ball Corporation Long-Term Cash Incentive Plan dated October 25, 1994, amended and restated effective January 1, 2003 (filed by incorporation by reference to the Annual Report on Form 10-K for the year ended December 31, 2003) filed March 12, 2004, amended and restated as of April 26, 2016 (filed by incorporation by reference to Exhibit 10.12 to the Annual Report on Form 10-K for the year ended December 31, 2018), filed February 22, [removed: 2019.*](http://www.sec.gov/Archives/edgar/data/9389/000155837019000909/bll-20181231ex10121a449.htm)] [added: 2019.](http://www.sec.gov/Archives/edgar/data/9389/000155837019000909/bll-20181231ex10121a449.htm)] |

| 10.13 | ​ | [Ball Corporation 2005 Stock and Cash Incentive Plan filed by incorporation by reference to the Proxy Statement filed March 18, [removed: 2005.*](http://www.sec.gov/Archives/edgar/data/9389/000104746905006992/0001047469-05-006992.txt)] [added: 2005.](http://www.sec.gov/Archives/edgar/data/9389/000104746905006992/0001047469-05-006992.txt)] |

| 10.14 | ​ | [Ball Corporation 2010 Stock and Cash Incentive Plan filed by incorporation by reference to the Proxy Statement filed March 12, [removed: 2010.*](http://www.sec.gov/Archives/edgar/data/9389/000000938910000011/0000009389-10-000011.txt)] [added: 2010.](http://www.sec.gov/Archives/edgar/data/9389/000000938910000011/0000009389-10-000011.txt)] |

| 10.15 | ​ | [Ball Corporation Deposit Share Program for United States Participants as amended (filed by incorporation by reference to the Quarterly report on Form 10-Q for the quarter ended July 4, 2014) filed on August 11, 2004 and amended and restated as of July 27, 2016 (filed by incorporation by reference to Exhibit 10.15 to the Annual Report on Form 10-K for the year ended December 31, 2018), filed February 22, [removed: 2019.*](http://www.sec.gov/Archives/edgar/data/9389/000155837019000909/bll-20181231ex101549ca6.htm)] [added: 2019.](http://www.sec.gov/Archives/edgar/data/9389/000155837019000909/bll-20181231ex101549ca6.htm)] |

| 10.16 | ​ | [Ball Corporation Deposit Share Program for International Participants effective as of March 7, 2001 (filed by incorporation by reference to the 10-K for the year ended December 31, 2000), filed March 30, 2001, and amended and restated as of July 27, 2016 (filed by incorporation by reference to Exhibit 10.16 to the Annual Report on Form 10-K for the year ended December 31, 2018), filed February 22, [removed: 2019.*](http://www.sec.gov/Archives/edgar/data/9389/000155837019000909/bll-20181231ex1016767aa.htm)] [added: 2019.](http://www.sec.gov/Archives/edgar/data/9389/000155837019000909/bll-20181231ex1016767aa.htm)] |

| 10.17 | ​ | [Ball Corporation Directors Deposit Share Program, as amended and restated on July 27, 2016. This plan is referred to in Item 11, the Executive Compensation section of the Form 10-K (filed by incorporation by reference to the Quarterly Report on Form 10-Q for the quarter ended July 4, 2004) filed August 11, 2004, as amended and restated on July 27, 2016 (filed by incorporation by reference to Exhibit 10.17 to the Annual Report on Form 10-K for the year ended December 31, 2018), filed February 22, [removed: 2019.*](http://www.sec.gov/Archives/edgar/data/9389/000155837019000909/bll-20181231ex101725f4f.htm)] [added: 2019.](http://www.sec.gov/Archives/edgar/data/9389/000155837019000909/bll-20181231ex101725f4f.htm)] |

| 10.18 | ​ | [Ball Corporation 2013 Stock and Cash Incentive Plan filed by incorporation by reference to the Proxy Statement filed March 8, 2013, amended and restated on April 26, 2017 and filed as the Ball Corporation Amended and Restated 2013 Stock and Cash Incentive Plan (filed by incorporation by reference to the Proxy Statement filed March 15, [removed: 2017.)*](https://www.sec.gov/Archives/edgar/data/9389/000104746917001603/a2231280zdef14a.htm)] [added: 2017.)](https://www.sec.gov/Archives/edgar/data/9389/000104746917001603/a2231280zdef14a.htm)] |

| 10.19 | ​ | [Ball Corporation 2017 Deferred Compensation Company Stock Plan for Directors, effective April 1, 2017 (filed by incorporation by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017) filed May 8, [removed: 2017.*](http://www.sec.gov/Archives/edgar/data/9389/000155837017003696/bll-20170331ex101aeacba.htm)] [added: 2017.](http://www.sec.gov/Archives/edgar/data/9389/000155837017003696/bll-20170331ex101aeacba.htm)] |

| 10.20 | ​ | [removed: [Credit] [added: [Sixth Amendment to Credit] Agreement, dated as of [removed: March 18, 2016,] [added: November 25, 2025,] among Ball Corporation, certain subsidiaries of Ball Corporation party thereto as borrowers, [removed: Deutsche] Bank [removed: AG New York Branch] [added: of America, N.A.,] as administrative agent and collateral agent, [removed: and] certain financial institutions party thereto as lenders and [added: the] initial [removed: facing agents] [added: issuing banks] (filed by incorporation by reference to Exhibit 10.1 of the Current Report on Form 8-K dated [removed: March 18, 2016)] [added: November 25, 2025)] filed [removed: March 18, 2016.](http://www.sec.gov/Archives/edgar/data/9389/000110465916106383/a16-6736_1ex10d1.htm)] [added: November 26, 2025](https://www.sec.gov/Archives/edgar/data/9389/000110465925116089/tm2532071d1_ex10-1.htm).] |

| [removed: 14] [added: 97] | ​ | [Ball [removed: Corporation Executive Officers and Board of Directors Business Ethics Statement, revised July 27, 2022] [added: Corporation’s Incentive Compensation Recoupment Policy] (filed by incorporation by reference to Exhibit [removed: 14 of] [added: 97 to] the Annual Report on Form 10-K for the year ended December 31, [removed: 2022)] [added: 2023),] filed February [removed: 21, 2023.](https://www.sec.gov/Archives/edgar/data/9389/000000938923000011/bll-20221231xex14.htm)] [added: 20, 2024.](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex97.htm)] |

| 19 | ​ | [Insider Trading Policies and Procedures of Ball Corporation. [removed: (Filed herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837025001190/ball-20241231xex19.htm)] [added: (filed by incorporation by reference to Exhibit 19 of the Annual Report on Form 10-K for the year ended December 31, 2024) filed on February 20, 2025](https://www.sec.gov/Archives/edgar/data/9389/000155837025001190/ball-20241231xex19.htm).] |

| [removed: 21] [added: 22] | ​ | [removed: [List of Subsidiaries] [added: [Obligor group subsidiaries] of Ball Corporation. (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837025001190/ball-20241231xex21.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000110465926017410/ball-20251231xex22.htm)] |

| 23 | ​ | [Consent of Independent Registered Public Accounting Firm. (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837025001190/ball-20241231xex23.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000110465926017410/ball-20251231xex23.htm)] |

| 31.1 | ​ | [Certifications pursuant to Rule 13a-14(a) or Rule 15d-14(a), by [removed: Daniel W. Fisher, Chairman and] [added: Ronald J. Lewis,] Chief Executive Officer of Ball Corporation. (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837025001190/ball-20241231xex31d1.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000110465926017410/ball-20251231xex31d1.htm)] |

| 31.2 | ​ | [Certifications pursuant to Rule 13a-14(a) or Rule 15d-14(a), by [removed: Howard H. Yu, Executive Vice President and] [added: Daniel J. Rabbitt,] Chief Financial Officer of Ball Corporation. (Filed [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837025001190/ball-20241231xex31d2.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000110465926017410/ball-20251231xex31d2.htm)] |

| 32.1 | ​ | [Certifications pursuant to Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code, by [removed: Daniel W. Fisher, Chairman and] [added: Ronald J. Lewis,] Chief Executive Officer of Ball Corporation. (Furnished [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837025001190/ball-20241231xex32d1.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000110465926017410/ball-20251231xex32d1.htm)] |

| 32.2 | ​ | [Certifications pursuant to Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code, by [removed: Howard H. Yu, Executive] [added: Daniel J. Rabbitt, Senior] Vice President and Chief Financial Officer of Ball Corporation. (Furnished [removed: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837025001190/ball-20241231xex32d2.htm)] [added: herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000110465926017410/ball-20251231xex32d2.htm)] |

| [removed: 97] [added: 3.i] | ​ | [removed: [Ball Corporation’s Incentive Compensation Recoupment Policy] [added: [Articles of Incorporation of Ball Corporation as amended,] (filed by incorporation by reference to [removed: Exhibit 97 to] the [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2023),] [added: June 30, 2025)] filed [removed: February 20, 2024.](https://www.sec.gov/Archives/edgar/data/9389/000155837024001349/ball-20231231xex97.htm) ​] [added: August 5, 2025.](https://www.sec.gov/Archives/edgar/data/9389/000155837025010234/ball-20250630xex3di.htm)] |

| 104 | ​ | The following financial information from Ball Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2024,] [added: 2025,] formatted in Inline XBRL (contained in Exhibit 101): (i) the Consolidated Statements of Earnings, (ii) the Consolidated Statements of Comprehensive Earnings, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Shareholders’ Equity and Comprehensive Earnings and (vi) Notes to the Consolidated Financial Statements. (Filed herewith.) |

| 3.ii | ​ | [Bylaws of Ball Corporation as amended, (filed by incorporation by reference to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025) filed August 5, 2025.](https://www.sec.gov/Archives/edgar/data/9389/000155837025010234/ball-20250630xex3dii.htm) |

| 4.1(j) | ​ | [Seventeenth Supplemental Indenture, dated as of May 19, 2025, among Ball Corporation, the guarantors named therein and Deutsche Bank Trust Company Americas (filed by incorporation by reference to Exhibit 4.2 of the Current Report on Form 8-K dated May 19, 2025) filed May 19, 2025.](https://www.sec.gov/Archives/edgar/data/9389/000110465925050251/tm2514035d10_ex4-2.htm) |

| 4.1(k) | ​ | [Eighteenth Supplemental Indenture, dated as of August 14, 2025, among Ball Corporation, the guarantors named therein and Deutsche Bank Trust Company Americas (filed by incorporation by reference to Exhibit 4.2 of the Current Report on Form 8-K dated August 14, 2025) filed August 14, 2025.](https://www.sec.gov/Archives/edgar/data/9389/000110465925078701/tm2522576d5_ex4-2.htm) |

| 10.4 | ​ | [Form of Severance Benefit Agreement that exists between the company and its executive officers. (Filed herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000110465926017410/ball-20251231xex10d4.htm) |

| 10.5 | ​ | [Form of Change in Control Agreement that exists between the company and its executive officers. (Filed herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000110465926017410/ball-20251231xex10d5.htm) |

| 10.21 | ​ | [Separation Agreement and Release, dated November 19, 2025 by and between Ball Corporation and Daniel W. Fisher (filed by incorporation by reference to Exhibit 10.1 of Amendment No. 1 of the Current Report on Form 8-K dated November 10, 2025) filed November 21, 2026.](https://www.sec.gov/Archives/edgar/data/9389/000000938925000055/ball-20251110xex10.htm) |

| 24 | ​ | [Power of Attorney (included on the signature page hereto).](#SIGNATURES_980390) |

| ​ | ​ | ​ |

| ​ | ​ | ​ |

| 3.i | ​ | [Amended Articles of Incorporation revised April 27, 2022 (filed by incorporation by reference to Exhibit 3.i of the Current Report on Form 8-K dated April 27, 2022) filed May 3, 2022.](https://www.sec.gov/Archives/edgar/data/9389/000000938922000010/bll-20220427ex3i50bf911.htm) |

| 10.5 | ​ | [Amended and Restated Form of Severance Benefit Agreement that exists between the company and its executive officers, effective as of August 1, 1994, and as amended on January 24, 1996 (filed by incorporation by reference to the Quarterly Report on Form 10-Q for the quarter ended March 22, 1996) filed May 15, 1996, and as amended on December 17, 2008.*](http://www.sec.gov/Archives/edgar/data/9389/0000009389-96-000006-index.html) |

| 11 | ​ | [Statement re: Computation of Earnings per Share (filed herewith in the notes to the consolidated financial statements in Item 8, “Financial Statements and Supplementary Data”.)](#Item8FinancialStatementsandSupplementary) |

| 22 | ​ | [Obligor group subsidiaries of Ball Corporation. (Filed herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837025001190/ball-20241231xex22.htm) |

| 24 | ​ | [Limited Power of Attorney. (Filed herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837025001190/ball-20241231xex24.htm) |

| 99 | ​ | [Cautionary statement for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. (Filed herewith.)](https://www.sec.gov/Archives/edgar/data/9389/000155837025001190/ball-20241231xex99.htm) |

* Represents a management contract or compensatory plan or agreement.

| ​ | ​ | [removed: Chairman and] Chief Executive Officer |

| ​ | /s/ [removed: Howard H. Yu] [added: Daniel J. Rabbitt] | ​ | ​ | [removed: Executive] [added: Senior] Vice President and Chief Financial Officer |

| ​ | Nate C. Carey | ​ | ​ | February [removed: 20, 2025] [added: 19, 2026] |

| ​ | /s/ John [added: A.] Bryant | [removed: *] | ​ | Director |

| ​ | John [added: A.] Bryant | ​ | ​ | February [removed: 20, 2025] [added: 19, 2026] |

| ​ | /s/ Michael J. Cave | [removed: *] | ​ | Director |

| ​ | Michael J. Cave | ​ | ​ | February [removed: 20, 2025] [added: 19, 2026] |

| ​ | /s/ Aaron [added: M.] Erter | [removed: *] [added: ​] | ​ | Director |

| ​ | Aaron [added: M.] Erter | ​ | ​ | February [removed: 20, 2025] [added: 19, 2026] |

| ​ | /s/ Dune [added: E.] Ives | [removed: *] [added: ​] | ​ | Director |

| ​ | Dune [added: E.] Ives | ​ | ​ | February [removed: 20, 2025] [added: 19, 2026] |

| ​ | /s/ Cynthia A. Niekamp | [removed: *] [added: ​] | ​ | Director |

| ​ | Cynthia A. Niekamp | ​ | ​ | February [removed: 20, 2025] [added: 19, 2026] |

| ​ | /s/ Todd [added: A.] Penegor | [removed: *] [added: ​] | ​ | Director |

| ​ | Todd [added: A.] Penegor | ​ | ​ | February [removed: 20, 2025] [added: 19, 2026] |

| ​ | /s/ Cathy D. Ross | [removed: *] | ​ | Director |

| ​ | Cathy D. Ross | ​ | ​ | February [removed: 20, 2025] [added: 19, 2026] |

| ​ | /s/ Betty [added: J.] Sapp | [removed: *] | ​ | Director |

| ​ | Betty [added: J.] Sapp | ​ | ​ | February [removed: 20, 2025] [added: 19, 2026] |

| ​ | [removed: /s/] Stuart A. Taylor II | [removed: *] [added: ​] | ​ | [removed: Director] [added: February 19, 2026] |

[removed: * By] [added: Lewis,] Daniel [removed: W.][added: J.]

| ​ | By: | /s/ Ronald J. Lewis |

| ​ | ​ | Ronald J. Lewis |

| ​ | ​ | February 19, 2026 |

Each of the directors and officers of the registrant whose signature appears below hereby appoints Ronald J.

Rabbitt and Nate C.

Carey, and each of them severally, as his or her attorney-in-fact to sign in his or her name and behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission any and all amendments to this report, making such changes in this report as appropriate, and generally to do all such things on their behalf in their capacities as directors and/or officers to enable the registrant to comply with the provisions of the Securities Exchange Act of 1934, and all requirements of the Securities and Exchange Commission.

| ​ | /s/ Ronald J. Lewis | ​ | ​ | Chief Executive Officer |

| ​ | Ronald J. Lewis | ​ | ​ | February 19, 2026 |

| ​ | Daniel J. Rabbitt | ​ | ​ | February 19, 2026 |

| ​ | /s/ Ronald J. Lewis | ​ | ​ | Director |

| ​ | Ronald J. Lewis | ​ | ​ | February 19, 2026 |

| ​ | /s/ John E. Panichella | ​ | ​ | Director |

| ​ | John E. Panichella | ​ | ​ | February 19, 2026 |

| ​ | /s/ Stuart A. Taylor II | | ​ | Chairman of the Board of Directors |

| ​ | ​ | ​ |

| --- | --- | --- |

| ​ | BALL CORPORATION | |

| ​ | (Registrant) | |

| ​ | By: | /s/ Daniel W. Fisher |

| ​ | ​ | Daniel W. Fisher |

| ​ | ​ | February 20, 2025 |

| ​ | /s/ Daniel W. Fisher | ​ | ​ | Chairman and Chief Executive Officer |

| ​ | Daniel W. Fisher | ​ | ​ | February 20, 2025 |

| ​ | Howard H. Yu | ​ | ​ | February 20, 2025 |

| ​ | /s/ Daniel W. Fisher | * | ​ | Chairman of the Board and Director |

| ​ | /s/ Pedro H. Mariani | * | ​ | Director |

| ​ | Pedro H. Mariani | ​ | ​ | February 20, 2025 |

| ​ | Stuart A. Taylor II | ​ | ​ | February 20, 2025 |

Fisher as Attorney-in-Fact pursuant to a Limited Power of Attorney executed by the directors listed above, which Power of Attorney has been filed with the Securities and Exchange Commission.

| ​ | ​ | As Attorney-in-Fact |