Item 1A. Risk Factors

Except as described below, there were no changes required to be reported under Item 1A for the three months ended September 30, 2025.

We are vulnerable to fluctuations and disruptions in the supply and price of raw materials.

We purchase aluminum and other raw materials and packaging supplies, including dunnage, from several sources. While all such materials and supplies are available from independent suppliers, they are subject to fluctuations in price and availability attributable to a number of factors, including general economic conditions, commodity price fluctuations (particularly aluminum on the London Metal Exchange), the demand by other industries for the same raw materials and

the availability of complementary and substitute materials. Although we enter into commodities purchase agreements from time to time and sometimes use derivative instruments to seek to manage our risk, we cannot ensure that our current suppliers of raw materials will be able to supply us with sufficient quantities at reasonable prices. Economic, financial and operational factors, including strikes or labor shortages, as well as governmental action, could impact our suppliers, thereby causing supply shortages. Increases in raw material costs, including potential increases due to tariffs, sanctions, or other trade actions, could have a material adverse effect on our business, financial condition or results of operations. For example, U.S. Customs and Border Protection is currently challenging, and may continue to challenge, the tariff classification and applicable rate of duty of certain aluminum imports of ours. While we believe the challenge is without merit and intend to vigorously defend the matter, if we are unsuccessful we could owe additional tariffs that could be material and could impact our results of operations. The company is unable to develop a reasonable estimate at this time. Global supply chain disruptions can negatively impact our results. In the Americas, Europe and Asia, some contracts do not allow us to pass along increased raw material costs and we generally use derivative agreements to seek to manage this risk. Our hedging procedures may be insufficient and our results could be materially impacted if costs of materials increase. Due to the fixed-price contracts, increased prices could decrease our sales volume over time. The delayed timing in recovering the pass-through of increasing raw material costs may also impact our short-term profitability and certain costs due to price increases or supply chain inefficiencies may be unrecoverable, which would also impact our profitability.

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 third 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)

July 1 to July 31, 2025	—	$	—	—	$	3,223,446,935
August 1 to August 31, 2025
Open market purchases	557,820		53.07	557,820		3,194,054,975
2025 ASR	814,024		(c)	814,024		3,194,054,975
September 1 to September 30, 2025	1,083,436		50.36	1,083,436		3,140,021,085
Total	2,455,280			2,455,280

(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 August 2025, the purchase period for this ASR concluded. In total, 4.44 million net shares were delivered under this ASR in the second and third quarters at an average repurchase price of $56.30.

Item 3. Defaults Upon Senior Securities

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

Item 4. Mine Safety Disclosures

Not applicable.

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