Item 1A. Risk Factors

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Item 1A. Risk Factors

There were no changes required to be reported under Item 1A for the three months ended June 30, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table summarizes the company’s repurchases of its common stock during the second quarter of 2025.


Purchases of Securities
	Total Number of Shares Purchased (a)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a)		Maximum Value of Shares that May Yet Be Purchased Under the Plans or Programs (b)

April 1 to April 30, 2025	2,077,904	$	48.62	2,077,904	$	3,574,659,279
May 1 to May 31, 2025	1,098,462		53.72	1,098,462		3,516,154,743
June 1 to June 30, 2025
Open market purchases	795,102		54.26	795,102		3,473,446,935
2025 ASR	3,626,473		(c)	3,626,473		3,223,446,935
Total	7,597,941			7,597,941

(a)	Includes any open market purchases (on a trade-date basis), share repurchase agreements and/or shares retained by the company to settle employee withholding tax liabilities.

(b)	The company has an ongoing repurchase program for which shares are authorized from time to time by Ball’s Board of Directors. On January 29, 2025, the Board approved the repurchase by the company of up to $4.00 billion in shares of its common stock through the end of 2027. This repurchase authorization replaced all previous authorizations.

(c)

In June 2025, the company entered into an accelerated share repurchase arrangement (“ASR”) to purchase up to $250 million of the company’s common stock. In exchange for the advance payment of $250 million, the financial institution committed to deliver shares immediately following the termination of the purchase period, which will end in or before September 2025. The total number of shares delivered, and the average purchase price paid per share, will be determined at the end of the purchase period based on the volume weighted-average price of the company’s common stock during that period. In June 2025 3.63 million shares were delivered and retired under the 2025 ASR. The final number of shares to be delivered will be determined at the conclusion of the purchase period.

Item 3. Defaults Upon Senior Securities

There were no events required to be reported under Item 3 for the three months ended June 30, 2025.

Item 4. Mine Safety Disclosures

Not applicable.

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